Danske Fund of Funds

Transcription

1 a Mutual Investment Fund (fonds commun de placement) organised under the laws of the Grand Duchy of Luxembourg Prospectus 22 February 2006 with Management Regulations Management Company: Danske Fund Management Company S.A. 2, rue du Fossé, L-1536 Luxembourg, Grand Duchy of Luxembourg

2 Notice The Prospectus does not constitute an offer or solicitation by any person in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Units of DANSKE FUND OF FUNDS have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and are therefore not publicly offered in the United States and may not be offered to or subscribed by U.S. Persons as such expression is defined hereinafter. The Units are not being offered in the United States, and may be so offered only pursuant to an exemption from registration under the 1933 Act. The Units have not been registered with the Securities and Exchange Commission or any state securities commission nor have the Units been registered under the Investment Company Act of 1940, as amended (the "1940 Act"). No transfer or sale of the Units shall be made unless, among other things, such transfer or sale is exempt from the registration requirement of the 1933 Act and any applicable state securities laws or is made pursuant to an effective registration statement under the 1933 Act and such state securities laws and would not result in the Fund becoming subject to registration or regulation under the 1940 Act. Units may furthermore not be sold or held either directly by or to the benefit of, among others U.S. Persons. Applicants may be required to declare that they are not U.S. Persons and are not applying for Units on behalf of any U.S. Person nor reselling Units for the benefit of U.S. Persons. Article 6.5. of the Management Regulations contains provisions enabling the Fund to compulsorily redeem Units held by prohibited persons. No person is authorised to give any information or to make any representations other than those contained in the Prospectus. The value of and income from Units may go up as well as down and you may not get back the amount you have invested in the Fund. Before investing in the Fund you should consider the risks involved in such investment. Please see section General Risk Considerations of the Prospectus. Prospective subscribers of Units should read with care the Prospectus in its entirety and inform themselves as to the legal requirements, exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile as well as to the consequences (whether legal, tax, financial or else) resulting from the subscription for or redemption of the Units. If you are in any doubt about the contents of the Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. Subscriptions for the Fund's Units are deemed to be made on the basis of the information contained in the Prospectus and supplementary documentation, and in the latest (semi-) annual reports which are available from the Registered Office of the Management Company and its agents. Unless stated to the contrary, all references herein to times and hours refer to Luxembourg local time. The date of this Prospectus is 22 February Notice 2

3 Management and Administration Management Company Board of Directors Danske Fund Management Company S.A. 2, rue du Fossé L-1536 Luxembourg Grand Duchy of Luxembourg Anders Lauge THOMASSEN Chairman of the Board; First Vice-President of Danske Bank A/S, Copenhagen, Denmark Torben KRAG Deputy General Manager of Danske Bank International S.A., Luxembourg, Grand Duchy of Luxembourg Mads JENSEN First Vice-President of Danske Bank A/S; Copenhagen, Denmark Klaus EBERT Head of Fund Products of Danske Bank International S.A., Luxembourg, Grand Duchy of Luxembourg Custodian and Central Administration Registrar and Transfer Agent Paying Agent in Luxembourg Investment Adviser Investment Manager Distributor Auditor RBC Dexia Investor Services Bank S.A. 5, rue Thomas Edison L-1445 Strassen Grand Duchy of Luxembourg Danske Bank International S.A. 2, rue du Fossé L-1536 Luxembourg Grand Duchy of Luxembourg Danske Bank International S.A. 2, rue du Fossé L-1536 Luxembourg Grand Duchy of Luxembourg see Appendices for information on the Investment Adviser of a given Sub-Fund see Appendices for information on the Investment Manager of a given Sub-Fund see Appendices for information on the Distributor of a given Sub-Fund Deloitte S.A. 560, rue de Neudorf L-2220 Luxembourg Grand Duchy of Luxembourg Management and Administration 3

4 Contents NOTICE...2 MANAGEMENT AND ADMINISTRATION...3 CONTENTS...4 GLOSSARY OF TERMS...6 DANSKE FUND OF FUNDS Principal Features Management Company Investment Manager and Investment Adviser Custodian and Central Administration Paying Agent Registrar and Transfer Agent Investment Objectives and Policies General Risk Considerations The Units Issue and Sale of Units Conversion of Units Redemption of Units Distribution Policy Determination of the Net Asset Value General Information Charges And Expenses Taxation Documents Available Specific information for the distribution of Units in Denmark...28 APPENDICES...29 Danske Fund of Funds Advised Medium Term Pension...29 (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Advised Medium Term Pension )...29 Danske Fund of Funds Advised Long Term Pension...31 (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Advised Long Term Pension )...31 Danske Fund of Funds Navigera (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Navigera 40 )...33 Danske Fund of Funds Navigera (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Navigera 50 )...35 Danske Fund of Funds Navigera (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Navigera 60 )...37 Danske Fund of Funds Navigera (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Navigera 70 )...39 Danske Fund of Funds NaviGate (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder NaviGate 6 4 )...41 Danske Fund of Funds NaviGate (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder NaviGate 2 8 )...43 Danske Fund of Funds Fondkompassen...45 (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Fondkompassen )...45 Danske Fund of Funds Global Growth Fund...47 Danske Fund of Funds European Fund...49 Danske Fund of Funds Unitfond Global Equity...51 (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Contents 4

5 Unitfond Global Equity )...51 Danske Fund of Funds Unitfond Trend...53 (for the purposes of distribution in Sweden, such Sub-Fund may be referred to as the Danske Fonder Unitfond Trend )...53 MANAGEMENT REGULATIONS The Fund The Management Company Investment Objectives and Policies The Sub-Funds Classes of Units The Units Issue and Redemption of Units Conversion of Units Charges of the Fund Accounting Year and Audit Publications Custodian and Central Administration Registrar and Transfer Agent Distributor(s) Investment Manager(s) Listing Agent Investment Restrictions, Techniques and Instruments Determination of the Net Asset Value per Unit Distribution Policy Amendments to the Management Regulations Duration and Liquidation of the Fund Merger of the Fund with another UCI Applicable Law, Jurisdiction, Governing Language...68 Contents 5

6 Glossary of Terms Appendix(ces) Articles Board of Directors Business Day Class(es) of Units Consolidation Currency DKK ETF EUR Fund Institutional Investors Each appendix to the Prospectus; the Appendix(ces) set out certain specific details for the each of the Sub-Funds. The articles of incorporation of the Management Company dated 21 September 1988 as may be supplemented or amended from time to time. The Directors of the Management Company. Any day on which banks are open for business in Luxembourg. Each Class of Units within the Fund. The Fund comprises currently two Classes of Units: Class C (dedicated to Institutional Investors generally) Class D (dedicated to Retail Investors generally) The consolidation currency of the Fund being the EUR. Danish Kroner, the legal currency of Denmark. Exchange Traded Fund, an Undertaking for Collective Investment traded on a recognised Stock Exchange provided it is compliant with all the conditions required by Part I of the Luxembourg law of 20 December 2002 on undertakings for collective investment, to be considered as an eligible instrument for a UCITS governed by this law. All references to "EUR" in the Prospectus are to the legal currency of the countries participating in the Economic and Monetary Union. DANSKE FUND OF FUNDS Institutional investors as defined from time to time by the Regulatory Authority in Luxembourg. The Fund will refuse the issue of Class C Units where there is insufficient evidence that the organisation or the company to which these Units are issued is an institutional investor. In considering the qualification of a subscriber as an institutional investor, the Board of Directors shall give due consideration to the guidelines or recommendations (if any) of the Regulatory Authority in Luxembourg Law The Luxembourg law of 30 March 1988 on undertakings for collective investment, as amended. Law Management Regulations NAV Prospectus Recognised Exchange Reference Currency Regulatory Authority The Luxembourg law of 20 December 2002 on undertakings for collective investment The Management Regulations of the Fund currently in force. The Net Asset Value as calculated on the relevant Valuation Day. This prospectus, as it may be supplemented or amended from time to time. Any regulated market that operates regularly and is recognised and open to the public in any country and which is considered a recognised exchange within the meaning of Article 41(1) of the Law. The currency of denomination of the different Sub-Funds of the Fund as defined for each Sub-Fund in the relevant Appendix. The Luxembourg authority or its successor in charge of the surveillance of the undertakings for collective investment in the Grand Duchy of Luxembourg. Glossary of Terms 6

7 SEK Sub-Fund Swedish Krona, the legal currency of Sweden. Each sub-fund within the Fund. By derogation to the provisions of Article 2093 of the Civil Code, the assets of one given Sub-Fund are only liable for the debts, obligations and liabilities which are attributable to this Sub-Fund. In the relations between the Fund s Unitholders, each Sub-Fund is treated as a separate entity. UCI UCITS UCITS Directive Unit Unit Currency U.S. Person An undertaking for collective investment. An undertaking for collective investment in transferable securities. The Council Directive EEC/85/611, as amended. Each unit within any Class and Sub-Fund. If applicable, the currency of denomination of the relevant Class of Units. The term U.S. Person means with respect to individuals, any U.S. citizen (and certain former U.S. citizens as set out in relevant U.S. Income Tax laws) or resident alien within the meaning of U.S. income tax laws and in effect from time to time. With respect to persons other than individuals, the term U.S. Person means (i) a corporation or partnership or other entity created or organised in the United States or under the laws of the United States or any state thereof; (ii) a trust where (a) any trustee is a U.S. Person except if such trustee is a professional fiduciary and a co-trustee who is not a U.S. Person has sole or shared investment discretion with regard to trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person or (b) a U.S. court is able to exercise primary jurisdiction over the trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to U.S. tax on its world-wide income from all sources; or (b) for which any U.S. Person acting as executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate and which is not governed by foreign law. The term U.S. Person also means any entity organised principally for passive investment (such as a commodity pool, investment company or other similar entity), other than a pension plan for the employees, officers or principals of any entity organised and with its principal place of business outside the United States, (a) which has as a principal purpose the facilitating of investment by a U.S. Person in a commodity pool with respect to which the operator is exempt from certain requirements of Part 4 of the regulations promulgated by the United States Commodity Futures Trading Commission by virtue of its participants being non U.S. Persons or (b) by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is formed and owned by accredited investors (as defined in Rule 501 (a) under 1933 Act) who are not natural persons, estates or trusts. United States means the United States of America (including the States and the District of Columbia), its territories, its possessions and any other areas subject to its jurisdiction. Valuation Day Day on which the NAV per Unit of any Sub-Fund and Class is determined or calculated; each Business Day will be a Valuation Day. Glossary of Terms 7

8 Danske Fund of Funds The Fund is offering Units of different sub-funds (individually a Sub-Fund and collectively the Sub-Funds ) on the basis of the information contained in the Prospectus and in the documents referred to herein. No person is authorised to give any information or to make any representations concerning the Fund other than those contained in the Prospectus and in the documents referred to herein, and any subscription made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in the Prospectus shall be solely at the risk of the subscriber. The most recent annual and semi-annual reports of the Fund are deemed to be an integral part of the Prospectus and are available free of charge upon request at the Registered Office of the Management Company and of the Fund s Distributor(s). In accordance with the Management Regulations, the Board of Directors may issue Units of different classes (individually a Class and collectively the Classes ) in each Sub-Fund. A separate pool of assets is maintained for each Sub-Fund and is invested in accordance with the investment objective applicable to the relevant Sub-Fund as more specifically described under Investment Objectives and Policies and in the Appendix to the present prospectus. Investors may choose which one or more Sub-Fund(s) may be most appropriate for their specific risk and return expectations as well as for their diversification needs. Within each relevant Sub-Fund, investors may choose to invest into a specific Class depending on their qualification, the amount subscribed and the Unit Currency (if applicable) of the relevant Class, among other personal investment criteria. Units of the different Classes within the different Sub-Funds may be issued, redeemed or converted at prices computed on the basis of the NAV per Unit applicable to the relevant Sub-Fund and Class, as defined in the Management Regulations. The Board of Directors may, at any time, create additional Classes of Units, whose features may differ from the existing Class(es) and additional Sub-Funds whose investment objectives may differ from those of the Sub-Funds then existing. Details with regard to the Sub-Funds and Classes issued within a Sub-Fund are described in the Appendices applicable to each Sub-Fund. Upon creation of new Sub-Funds or Classes of Units, the Prospectus will be updated or supplemented accordingly. The Board of Directors has taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts the omission of which would make any statement herein misleading, whether of fact or opinion. The Board of Directors accepts responsibility accordingly. The Fund is registered under Part I of the Law, it was initially set up under Part II of the 1988 Law. The principal object of the Fund is to invest in shares or units of other Luxembourg or foreign undertakings for collective investment of the open-ended type. However, such registration does not require the Regulatory Authority to approve or disapprove either the adequacy or the accuracy of the Prospectus or the assets held in the Fund. Any representations to the contrary are unauthorised and unlawful. 1. Principal Features 1.1 Structure The Fund is an open-ended mutual investment fund ( fonds commun de placement ) with several separate Sub- Funds ( umbrella fund ) set up under the laws of the Grand Duchy of Luxembourg. Initially, the Fund was set up under Part II of the 1988 Law and its Management Regulations were executed on 31 st July 2002, published on 24 th August 2002 in the Mémorial, Recueil des Sociétés et Associations of the Grand Duchy of Luxembourg and were filed with the Chancery of the District Court of and in Luxembourg, from which copies may be obtained. On February 13, 2004 Management Regulations were amended so as to comply with and to submit the Fund to Part I of the Law. Prospectus 8

9 Additional amendments to the Management Regulations were made on May 2005 and the mention of the deposit thereof with the Registre de Commerce et des Sociétés was published on 24 May 2005 in the Mémorial, Recueil des Sociétés et Associations of the Grand Duchy of Luxembourg. The Board of Directors is entitled to issue in each Sub-Fund separate Classes of Units depending inter alia on the qualification of the investors and on the subscription amount. 1.2 Minimum Investment and Holding Requirement The minimum initial and subsequent investment as well as the minimum holding requirement are defined for each Sub-Fund in the Appendices. The Board of Directors or its delegates may however at their discretion decide to apply different limits. 1.3 Offer Price The offer price per Unit, within each Class of Units of each Sub-Fund will be equal to the sum of (i) the NAV per Unit applicable to such Class plus (ii) any applicable Subscription Fee. The Offer Price is available for inspection at the Registered Office of the Management Company. 1.4 Sales Charge The Management Company may levy, for its benefit and/or for the benefit of any Distributor as described in the Appendices of the respective Sub-Fund(s), a Subscription Fee, a Redemption Fee and/or a Conversion Fee which will not exceed a maximum percentage stated for each Sub-Fund and Class in the Appendices of the NAV per Unit or initial offer price, as the case may be, of the relevant Units being issued, redeemed or converted; see "Issue and Sale of Units", Conversion of Units and Redemption of Units below. Investors should also refer to section "General Risk Considerations" regarding the possible duplication of fees to be incurred by them. 1.5 Dealing Units may normally be subscribed or redeemed on each Valuation Day as determined for each Sub-Fund in the Appendices at prices based on the NAV per Unit applicable to the relevant Class of Units. The application for subscription, redemption or conversion must be received by the Registrar and Transfer Agent before the subscription/redemption deadline determined for each Sub-Fund in the relevant Appendix. Applications received after the subscription/redemption deadline shall be deemed to have been received on the next following Business Day. 1.6 Listing The Units of the different Sub-Funds and Classes of the Fund are not and shall not be listed on the Luxembourg Stock Exchange. 2. Management Company The Management Company for the Fund is Danske Fund Management Company S.A., a public limited company established under Luxembourg law. It was incorporated on 21 September 1988 for an unlimited period of time and has its registered and principal office at 2, rue du Fossé, L-1536 Luxembourg. The shareholders in the Company are Danske Bank A/S, Copenhagen, Denmark and Danske Bank International S.A., Luxembourg, Grand Duchy of Luxembourg. The Articles of Incorporation of the Management Company were published in the Memorial on 14 December 1988 and it is registered under the number RC Luxembourg B The articles of incorporation were amended on 6 October 1989, 20 November 1992, 17 December 1993, 9 June 1999, 4 August 2000, 8 October 2003, 11 April 2005 and 24 October 2005; these amendments were published respectively in the Memorial of 2 February 1990, 11 February 1993, 18 March 1994, 1 September 1999, 29 August 2000, 4 November 2003, 9 May 2005 and 16 November Restated Articles of Incorporation were published in the Memorial C on 16 November The Management Company acts for the Fund as management company governed by Chapter 13 of the Law. Prospectus 9

10 The corporate objective of the Management Company is the creation and the management of Luxembourg and foreign UCITS authorised according to Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to UCITS, as amended, and other Luxembourg and foreign UCIs or funds. The Management Company's corporate capital amounts to EUR 125,000 and has been totally paid up. In addition to Danske Fund of Funds, the Management Company is also managing Danske Fund, an Undertaking for Collective Investment in Transferable Securities or UCITS pursuant to Part I of the Law. Both Funds are managed in accordance with their Management Regulations and in the exclusive interest of the unitholders. The Management Company manages the assets of the Fund in compliance with the Management Regulations and the provisions of Chapter 13 of the Law in its own name, but for the sole benefit of the unitholders (individually a "Unitholder" and collectively the "Unitholders") of the Fund. The Board of Directors shall determine the investment policy of the different Sub-Funds of the Fund, which is more fully described for each Sub-Fund in the Appendix to the present prospectus, within the objectives set forth in Article 3 and the restrictions set forth in Article 17 of the Management Regulations. The Board of Directors shall have the broadest powers to administer and manage the Fund within the restrictions set forth in Article 17 of the Management Regulations, including but not limited to the purchase, sale, subscription, exchange and receipt of securities and other assets permitted by law and the exercise of all rights attached directly or indirectly to the assets of the Fund. In compliance with the provisions of Chapter 13 of the Law and CSSF Circular 03/108, the effective conduct of the business of the Management Company has been entrusted to two persons of sufficiently good repute and sufficiently experienced in relation to the UCITS and UCIs managed by the Management Company. In accordance with applicable laws and regulations and with the prior consent of the Board of Directors, the Management Company is empowered to delegate, under its responsibility, all or part of its duties and powers to any person or entity, which it may consider appropriate. It being understood that the Prospectus shall the case being be amended accordingly. For the time being the duties of portfolio management, central administrative agent, paying agent, registrar and transfer agent duties have been delegated as further detailed here-below under Sections 3 to 6 of the Prospectus. 3. Investment Manager and Investment Adviser The Management Company shall have the broadest powers to act in any circumstances on behalf of the Fund as described above. The Board of Directors is responsible for the investment management, the investment objectives and policies and for the administration of the Fund. The Management Company may under its overall control and responsibility appoint investment managers or investment advisers for the different Sub-Funds. The investment adviser, if appointed for a Sub-Fund, shall provide the Management Company with advice, reports and recommendations in connection with the investment management of the assets of the relevant Sub-Fund and shall advise the Management Company as to the selection of the securities and other assets constituting the portfolio of the relevant Sub-Fund. The investment manager, if appointed for a Sub-Fund, has moreover the discretion, on a day-to-day basis and subject to the overall control and responsibility of the Management Company of the Fund, to make investment decisions in respect of the relevant Sub-Fund's assets and in particular to purchase and sell securities and otherwise to manage the relevant Sub-Fund's portfolio. Appointments of investment adviser(s) and/ or investment manager(s) as well as further details thereto are contained in the Appendix of the respective Sub-Fund(s). The investment adviser and/or manager may, subject to the approval of the Management Company and of the Regulatory Authority, sub-delegate its powers, in which case the Prospectus will be updated or supplemented accordingly. The investment adviser and/or manager shall remain responsible for the proper performance by such party of those powers. Prospectus 10

11 4. Custodian and Central Administration Pursuant to an agreement dated July 31, 2002, the Management Company had appointed Dexia Banque Internationale à Luxembourg as the custodian (the "Custodian") of the Fund's assets. Effective as of 2 nd January 2006, Dexia Banque Internationale à Luxembourg, société anonyme, with registered office at 69 route d'esch, L-2953 Luxembourg, has assigned its function as custodian bank to RBC Dexia Investor Services Bank S.A., société anonyme, with registered office at 5 rue Thomas Edison, L-1445 Strassen, Grand Duchy of Luxembourg. RBC Dexia Investor Services Bank S.A. is registered with the Luxembourg Company Register (RCS) under number B and has been incorporated in 1994 under the name "First European Transfer Agent". It is licensed to carry out banking activities under the terms of the Luxembourg law of 5 April 1993 on the financial services sector and specialises in custody, fund administration and related services. As of 2nd January 2006, its tangible equity amounts to over EUR 300 million. RBC Dexia Investor Services Bank S.A. is fully owned by RBC Dexia Investor Services Limited, a company under the laws of England and Wales that is controlled by Dexia Banque Internationale à Luxembourg S.A., Luxembourg, Grand Duchy of Luxembourg, and Royal Bank of Canada, Toronto, Canada. The Custodian carries out the usual duties regarding custody, cash and securities deposits, without any restriction. In particular, and upon the instructions of the Fund, it will execute all financial transactions and provide all banking facilities. The Custodian will further, in accordance with the Law: a) ensure that the sale, issue, redemption, conversion (if any) and cancellation of Units effected on behalf of the Fund or by the Management Company are carried out in accordance with the Law and the Management Regulations; b) ensure that the value of Units is calculated in accordance with the Law and the Management Regulations; c) carry out the instructions of the Management Company, unless they conflict with the Law or the Management Regulations; d) ensure that in transactions involving the assets of the Fund, any consideration is remitted to it within the customary settlement dates; e) ensure that the income of the Fund is applied in accordance with the Management Regulations. The Custodian may entrust all or part of the assets of the Fund, in particular securities traded abroad or listed on a foreign stock exchange or admitted to a clearing system, to such clearing system or to such correspondent banks as may be determined by the Custodian from time to time. The Custodian's liability shall not be affected by the fact that it has entrusted all or part of the assets in its care to a third party. The rights and duties of the Custodian are governed by an agreement entered into for an unlimited period of time as from the date of its signature. It may be terminated by either party upon six (6) months' prior written notice; however, the Custodian shall continue to act as the Custodian pending replacement and until all assets of the Fund have been transferred to the successor custodian. The Management Company had also appointed Dexia Banque Internationale à Luxembourg as the Fund's administrative agent (the Central Administration"). Effective as of 2 nd January 2006, Dexia Banque Internationale à Luxembourg, société anonyme, has assigned its function as administrative agent to RBC Dexia Investor Services Bank S.A., société anonyme, with registered office at 5 rue Thomas Edison, L-1445 Strassen, Grand Duchy of Luxembourg. In its capacity as administrative agent, it will be responsible for all administrative duties required by Luxembourg law, and in particular for the book-keeping and calculation of the NAV of the Units. The rights and duties of RBC Dexia Investor Services Bank S.A. as Central Administration are governed by an agreement entered into for an unlimited period of time as from the date of its signature. It may be terminated by either party upon six (6) months' prior written notice. 5. Paying Agent The Management Company has appointed Danske Bank International S.A. as the Fund's paying agent (the "Paying Agent"). Prospectus 11

12 Danske Bank International S.A. is a public limited company ( société anonyme ) incorporated under the laws of the Grand Duchy of Luxembourg on Its registered office is at 2 rue du Fossé, Luxembourg, Grand Duchy of Luxembourg. On 31 st December 2003, its issued share capital was EUR 90,625, The Paying Agent will be responsible for the payment of distributions, if any, and for the payment of the redemption price by the Fund. The rights and duties of Danske Bank International S.A. as Paying Agent are governed by an agreement entered into for an unlimited period of time as from the date of its signature. It may be terminated by either party upon six (6) months' prior written notice. 6. Registrar and Transfer Agent The Management Company has appointed Danske Bank International S.A. as the Fund's registrar (the Registrar ) and transfer agent (the Transfer Agent ) which will be responsible for handling the processing of subscriptions for Units, dealing with requests for redemptions and accepting transfers of funds, for the safekeeping of the register of Unitholders of the Fund and the delivery of Unit confirmations in compliance with the provisions of and as more fully described in the agreement mentioned hereinafter. The rights and duties of Danske Bank International S.A. as Registrar and Transfer Agent are governed by an agreement entered into for an unlimited period of time as from the date of its signature. It may be terminated at any time by either party upon six (6) months' prior written notice. 7. Investment Objectives and Policies 7.1 General The investment objective of the Fund is to manage the assets of the different Sub-Funds for the benefit of the Unitholders for the purpose of earning a rate of return reflective of the investment objectives of the Fund, and of seeking growth of capital in the medium to long term in accordance with, for each Sub-Fund, the investment objective mentioned in the respective Appendix of each Sub-Fund, as defined for each Sub-Fund by the Board of Directors of the Management Company. No assurance can however be given that the investment objective as described above will be achieved. 7.2 Investment Rules and Restrictions (A) (a) The investment objective and policy shall comply with the following rules and restrictions: The Fund may acquire the units of UCITS and/or other UCIs referred to hereafter, provided that no more than 20% of its assets are invested in a single UCITS or other UCIs. Such units encompass units of UCITS authorised according to Directive 85/611/EEC and/or other UCIs within the meaning of Article 1, paragraph (2) first and second indents of Directive 85/611/EEC, should they be situated in a Member State of the European Union or not, provided that: - such other UCIs are authorised under laws of a member State of the EU or in Canada, U.S.A., Japan, Hong Kong and Switzerland; - the level of protection for unit-holders in the other UCIs is equivalent to that provided for unitholders in a UCITS, and in particular that the rules on asset segregation, borrowing, lending, uncovered sales of transferable securities and money market instruments are equivalent to the requirements of Directive 85/611/EEC; - the business of the other UCIs is reported in half-yearly and annual reports to enable an assessment to be made of the assets and liabilities, income and operations over the reporting period; - no more than 10% of the UCITS' or the other UCIs' assets, whose acquisition is contemplated, can, according to their constitutional documents, be invested in aggregate in units of other UCITS or other UCIs; Prospectus 12

13 For the purposes of applying this investment limit, each Sub-Fund is to be considered as a separate issuer. (b) (c) Investments in other UCIs of the open ended type will not exceed, in aggregate, 30 % of the net assets of the Fund and may represent an increased risk as there may be for such UCIs investors' protection measures which are not equivalent to the measures investors are familiar with. The Fund may however, in each Sub-Fund invest in UCIs of the closed-ended type, provided that the Fund shall not: (i) (ii) (iii) invest more than 10% of the net assets of any Sub-Funds in transferable securities which are not listed on a stock exchange or dealt in on another regulated market, that operates regularly and is recognised and open to the public; acquire, in each Sub-Fund and in all the Sub-Fund together, more than 10% of the securities of the same kind issued by the same issuing body; invest more than 10% of the net assets of any Sub-Fund in securities issued by the same issuing body. (d) The Fund shall not acquire more than: - 10 % of the non-voting shares of the same issuer; - 10 % of the debt securities of the same issuer; - 25 % of the units of the same UCITS and/or other UCI; - 10% of the money market instruments issued by the same issuer. The limits laid down in the second, third and fourth indents may be disregarded at the time of acquisition if at that time the gross amount of debt securities or money market instruments or the net amount of the securities in issue cannot be calculated. Such limits do not apply in relation to: a) transferable securities and money market instruments issued or guaranteed by a Member State of the European Union or its local authorities; b) transferable securities and money market instruments issued or guaranteed by a non-member State of the European Union; c) transferable securities and money market instruments issued by public international bodies of which one or more Member States of the European Union are members; d) shares held by UCITS in the capital of a company incorporated in a non-member State of the European Union which invests its assets mainly in the securities of issuing bodies having their registered office in that State, where under the legislation of that State, such a holding represents the only way in which the UCITS can invest in the securities of issuing bodies of that State. This derogation, however, shall apply only if in its investment policy the company from the non-member State of the European Union complies with the limits laid down in Articles 43 and 46 and Article 48, paragraphs (1) and (2). Where the limits set in Articles 43 and 46 are exceeded, Article 49 shall apply mutatis mutandis; shares held by one or several investment companies in the capital of subsidiary companies carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of units at unit-holders request exclusively on its or their behalf. (e) (f) (g) The Fund shall not invest in UCIs the purpose of which is to invest in other UCIs; The Fund shall not invest in UCIs the main purpose of which is the investment in futures contracts on commodities and/or financial instruments and/or options and/or in venture capital and/or in real estate except if those UCIs are submitted to rules which are comparable to those provided for by Luxembourg law and regulations for such UCIs in the Grand Duchy of Luxembourg; The Fund may, in each Sub-Fund, hold ancillary cash and cash equivalents (including money market instruments which are regularly negotiated and the residual maturity of which does not exceed twelve (12) months), provided that the investments in money market instruments be made in instruments issued or guaranteed by first class financial issuers; Prospectus 13

14 (h) (i) (j) (k) (l) (m) The Fund may borrow up to 10% of the net assets of each Sub-Fund provided that the borrowing is on a temporary basis; The Fund shall not make short sales on transferable securities or make other transactions relating to securities of which the Fund is not the owner; The Fund shall not acquire real estate except if such investment is necessary for the direct exercise of its business; The Fund shall not use its assets to underwrite any transferable securities; The Fund shall not issue warrants or other instruments granting the right to acquire Units of the Fund; The Fund shall not grant loans or act as a guarantor on behalf of third parties. (B) Rules and restrictions with regard to financial instruments 1. Techniques and Instruments related to Transferable Securities For the purpose of hedging, efficient portfolio management, duration management and risk management of the portfolio, the Fund may, in each Sub-Fund, use the following techniques and instruments relating to transferable securities: (a) Transactions Relating to Options on Transferable Securities An option is the right to buy or sell a particular asset at a stated price at some date in the future within a particular period. The Fund may buy and sell call or put options on transferable securities provided that these options are traded on options exchanges or over-the-counter with broker-dealers who make markets in these options and who are first class financial institutions that specialise in these types of transactions and are participants in the over-the-counter markets. The Fund shall further comply with the following rules: (i) (ii) (iii) (iv) The total amount of premiums paid for the purchase of call and put options which are considered here, together with the total amount of premiums paid for the purchase of call and put options described under (b)(ii) below, may not in respect of each Sub-Fund exceed 15% of the NAV of such Sub-Fund. The total commitment arising from (a) the sale of call and put options (excluding the sale of call options for which there is adequate cover) and (b) transactions for purposes other than hedging as referred to under (b)(ii) below, may not exceed in respect of each Sub-Fund at any time the NAV of such Sub-Fund. In this context, the commitment on call and put options sold is equal to the aggregate amount of the exercise prices of those options. When selling call options, the Fund must hold either the underlying transferable securities, or matching call options or any other instruments (such as warrants) providing sufficient cover. The cover for call options sold may not be disposed of as long as the options exist unless they are covered in turn by matching options or other instruments used for the same purpose. Notwithstanding the foregoing, the Fund may sell uncovered call options if the Fund is, at all times, able to cover the positions taken on such sale and if the exercise prices of such options do not exceed 25% of the NAV of the relevant Sub-Fund. When selling put options, the Fund must be covered during the full duration of the option by sufficient cash or liquid assets to pay for the transferable securities deliverable to the Fund by the counterparty on the exercise of the options. (b) Transactions Relating to Futures, Options, and Swap Contracts Relating to Financial Instruments Dealing in financial futures is the trading in contracts related to the future value of transferable securities or other financial instruments. Except as regards options which may be traded as provided for under (a) hereabove, or the type of swap contracts provided for below, all transactions in financial futures shall be made on a Regulated Market only. Subject to the following conditions, such transactions may be made for hedging purposes and for other purposes. Prospectus 14

15 (i) Hedging Hedging is designed to protect a known future commitment. (aa) (bb) As a hedge against the risk of unfavourable stock market movements, the Fund may sell futures on stock market indices or other financial instruments or indices. For the same purpose, the Fund may sell call options or buy put options on stock market indices, or enter into swap contracts under which payments by the Fund to the other party are related to stock market indices, or other financial instruments or indices. The objective of these hedging operations assumes that a sufficient correlation exists between the composition of the index used and the Fund's corresponding portfolios. As a hedge against interest rate fluctuations, the Fund may sell interest rate futures contracts. For the same purpose, it can also sell call options or buy put options on interest rates or make interest rate swaps on a mutual agreement basis with first class financial institutions specialising in this type of transaction. The total commitment relating to futures, options, and swap contracts relating to stock market indices may not exceed the total valuation of securities held by the relevant Sub-Fund in the market corresponding to each index. In the same way, the total commitment on interest rate futures contracts, options contracts on interest rates and interest rate swaps may not exceed the total valuation of the assets and liabilities to be hedged by the relevant Sub-Fund in the currency corresponding to these contracts. (ii) Trading Trading is based on the forecasting of future movements in financial markets. In this context and apart from option contracts on transferable securities (See 1.(a) above) and contracts relating to currencies (See 2. below), the Fund may, for a purpose other than hedging: (aa) buy and sell futures contracts and options contracts, on any type of financial instrument, provided that the total commitment arising on these purchase and sale transactions together with the total commitment arising on the sale of call and put options on transferable securities mentioned under 1.(a)(ii) hereabove in respect of each Sub-Fund at no time exceeds the NAV of such Sub-Fund. Sales of call options on transferable securities for which the Fund has sufficient cover are not included in the calculation of the total commitment referred to above. In this context, the commitment arising on transactions which do not relate to options on transferable securities is defined as follows: the commitment arising on futures contracts is equal to the liquidation value of the net position of contracts relating to identical financial instruments (after netting between purchase and sale positions), without taking into account the respective maturities; and the commitment relating to options bought and sold is equal to the sum of the exercise prices of those options representing the net sold position in respect of the same underlying asset, without taking into account the respective maturities. The total of the premiums paid to acquire call and put options as described above, together with the total of the premiums paid to acquire call and put options on transferable securities as described under (a) above may not exceed in respect of each Sub-Fund 15% of the Net Assets of such Sub-Fund. (bb) enter into swap contracts in which the Fund and the counterparty agree to exchange the returns generated by a security, instrument, basket or index thereof for the returns generated by another security, instrument, basket or index thereof. The payments made by the Fund to the counterparty and vice versa are calculated by reference to a specific security, index, or instrument and an agreed upon notional amount. The relevant indices include, but are not limited to, currencies, fixed interest rates, prices and total return on interest rate indices, fixed income indices and stock indices. The Fund may enter into swap contracts relating to any financial instrument or index provided that the total commitment arising from such transactions together with the total Prospectus 15

16 commitments mentioned under 1.(a)(ii) and 1.(b)(ii)(aa) hereabove in respect of each Sub- Fund at no time exceeds the NAV of such Sub-Funds and the counterparty to the swap contract is a first class financial institution that specialises in that type of transactions. In this context, the commitment arising on a swap transaction is equal to the value of the net position under the contract marked to market daily. Any accrued, but unpaid, net amounts owed to a swap counterparty will be covered by cash or transferable securities. (c) Forward Settlement Transactions The Fund may, to a limited extent and within the limits set forth below, enter into forward settlement transactions for the purpose of efficient portfolio management or hedging with broker-dealers who make markets in these transactions and who are first class financial institutions that specialise in these types of transactions and are participants in the over-the-counter markets; such transactions consist of the purchase or sale of debt securities at their current price with delivery and settlement at a specified future date (which could be in two to twelve (12) months' time). As settlement date approaches for such transactions, the Fund may agree with the relevant broker-dealer either to buy or sell the debt securities back to such broker-dealer or to roll the trade over for a further period with any gains or loss realised on the trade paid to, or received from, the broker-dealer. Purchase transactions are, however, entered into by the Fund with a view to acquiring the relevant debt securities. The Fund may pay customary fees included in the price of the debt securities to the relevant broker-dealer in order to finance the cost to such broker-dealer of the delayed settlement. The total commitment arising on net forward settlement transactions together with the total commitment arising on the transactions, referred to under 1(a)(ii) hereabove and 1(b)(ii)(aa) hereabove in respect of each Sub-Fund will at no time exceed the NAV of such Sub-Fund. The Fund must also at all times for purchase transactions have sufficient liquid assets available to meet the commitments arising on such transactions and redemption requests. 2. Currency Hedging In order to protect its present and future assets and liabilities against the fluctuation of currencies, the Fund may enter into transactions the object of which is the purchase or the sale of forward foreign exchange contracts, the purchase or the sale of call options or put options in respect of currencies, the purchase or the sale of currencies forward or the exchange of currencies on a mutual agreement basis provided that these transactions be made either on exchanges or over-the-counter with first class financial institutions specialising in these types of transactions and being participants in the over-the-counter markets. The objective of the transactions referred to above presupposes the existence of a direct relationship between the contemplated transaction and the assets or liabilities to be hedged and implies that, in principle, transactions in a given currency (including a currency bearing a substantial relation to the value of the Reference Currency of the relevant Sub-Fund (known as Cross Hedging ) may not exceed the total valuation of such assets and liabilities nor may they, as regards their duration, exceed the period where such assets are held or anticipated to be acquired or for which such liabilities are incurred or anticipated to be incurred. 3. The Fund may enter into securities lending transactions provided that it complies with the following rules: (a) The Fund may only lend securities through a standardised system organised by a recognised clearing institution or through a first class financial institution specialising in this type of transaction. As part of its lending transactions, the Fund must in principle receive a guarantee, the value of which at the conclusion of the contract must be at least equal to the global valuation of the securities lent. Such a guarantee shall not be required if the securities lending is made through Clearstream or Euroclear or through any other organisations assuring to the lender a reimbursement of the value of the securities lent by way of a guarantee or otherwise. This guarantee must be given in the form of liquid assets and/or in the form of securities issued or guaranteed by a member state of the OECD or by their local authorities or by supranational institutions and undertakings of a community, regional or worldwide nature and blocked in the name of the Fund until the expiry of the loan contract. (b) Securities lending transactions may not exceed 50% of their global valuation of the securities portfolio of each Sub-Fund. This limitation does not apply where the Fund is entitled at all times to the cancellation of the contract and the restitution of the securities lent. Prospectus 16