Other. information. Pareto Global. Major. Fees. Unit D I. Apart by the. times. of the. fund s assets.

Transcription

1 Prospectus Pareto Global Verdipapirfond 1. Information about the management company Company: Pareto Asset Management AS Pareto Asset Management Registered address: Dronning Mauds gate 3, 0250 Oslo, Norway Postal address: P.O. Box 1810 Vika, NO 0123 Oslo. Organisation number: Date of incorporation company was incorporated at company was granted licence as management company Subscribed capital Pareto Asset Management s subscribed capital is K (fully paid up). Securities funds managed by Pareto Asset Management Pareto Aksje Norge, Pareto Investment Fund, Pareto Global, Pareto Nordic Return, Pareto Likviditet, Omega Likviditet, Pareto Obligasjon, Pareto Høyrente, Pareto Kreditt. Ownership company s owners with more than 10 per cent ownership: Paretoo AS with 84 per cent. Chairman board Stig Even Jakobsen (Attorney at Law, Kluge Advokatfirma DA) Kapellveien 36, 0487 Oslo. Board of Directors Elected by the shareholders Anders Haugan (Head of Sales, Pareto Asset Management) Solveien 138 B, 1167 Oslo Erik Bartnes (Private Investor) Slyngveien 10, 0376 Oslo Svein Støle (Owner Pareto AS) Krags terrasse 3 A, 0783 Oslo Elected by the unit holders Cathrine Lofterød Fegth (Odlo International AG) Herbernveien 1, 0286 Oslo Hanne Kristine Ørpen (Private Investor) Svalbardveien 16,, 0375 Oslo Thomas Kjær Skjoldmo (Aweco Invest AS) Ballerud alle 6, 1363 Høvik Deputy board members Elected by the shareholders Kristin Ekvold (Portfolio Manager fixed income, Pareto Asset Management) Wilh. Wilhelmsenss vei 32B, 1362 Hosle Terje Frode Gimnes, Ekelyveien 6, 0374 Oslo Elected by the unit holders Gunnar Serck Hanssen, Bjerkebakken 78 A, 0757 Oslo Lars Irgens, Trosterudveien 36 A, 0778 Oslo Total directors remuneration was for Key Company staff Petter Winther Borg (CEO, Pareto Asset Management) Trostefaret 47, 0786 Oslo. CEO receives a fixed salary of and in addition a performance based bonus. Auditor Deloitte AS, Dronning Eufemias gate 14, 0191 Oslo. Other information Pareto Asset Management has enteredd into an outsourcing agreement with Pareto Securities AS. T outsourced services consist off ICT services. 2. Information about the securities fund Fund: : Pareto Global Organisation number: Date of incorporation: Auditor Deloitte AS, Dronning Eufemias gate 14, 0191 Oslo. Custodian Company: DNB Bank ASA A Registered address: Dronning Eufemiass gate 30, 0191, Oslo. Company structure: Public Company Organisation number: Major type of business: Banking. Fees Classes of units and management fee Unit class A B C D I Subscription fee* Redemption Management fee fee Up to 0.50 % % p.a. Up to 0.50 % 1.60 % p.a. Up to 0.50 % 1.25 % p.a. Up to 0.50 % 0.75 % p.a. Up to 0.50 % 0.50 % p.a. * Board of Directors of Pareto Asset Management may decide that the charges shall increase by up to 5 per cent subscription amount. difference between 1 per cent and the adopted increased subscription fee of up to 5 per cent shall accrue to the fund. Board may set an increased subscription fee for a certain c period with the possibilityy of extension or shortening by board resolution. Cf. the articles of association 5 and 7 for further information on management fee. fixed management fee is calculatedd daily and charged monthly. Performance based management fee iss calculated dailyy and charged quarterly and annually. Apart from the management fee, the following costs may also be covered by the fund: transaction costs for the fund's investments, payment of any taxes imposed on the fund, interest onn borrowings and extraordinary costs necessary to protect the interests of unit holders. Subscription or redemption fees may not be charged onn a securities fund s investment in units in a securities fund managed by thee same management company as the investing fund. Objective and investment strategy fund s objective iss to achieve the highest possible return, relative to the risk taken by the fund.. Important selection criteria for the fund s investments are a strong balance sheet, good historical returns on equityy and reasonablee pricing. fund holds a global investment universe according to the fund s Articles of Association. fund s selective management style however, limits the number of investments, which in turn means that the fund will not at all times be invested in all the markets specified. Investment in other securities funds constitutes no more than 10 per cent fund s assets. Derivatives will normally not be used as an active financial instrument when engaging in general management, but may be used under special circumstances. 1

2 fund is permitted to lend securities for a limited period p of time against payment from the borrower. Lending of securities will not normally be used, but may under specific circumstances with strong financial incentives be used by the fund. Pareto Asset Management works systematically on ethical considerations in the management fund. Pareto Asset Management shall not invest in companies which constitute an unacceptablee risk fundd contributing to unethical acts or omissions. Such contributions could reduce sustainability and long term value creation. Pareto Asset Management s ethical guidelines are based on the guidelines of Statens pensjonsfond (the Norwegian Government Pension Fund). Benchmark index fund s benchmark index is Morgan Stanley Capital International (MSCI) Daily Total Return Net World USD Index, measured in. e benchmark is a dividends adjusted world index. Risk profile fund is characterised by a relatively high volatility. fund s risk profile is described in more detail in the Key Investor Information Document fund. Articles of Association fund s Articles of Association are approved by Finanstilsynet (the Financial Supervisory Authority of Norway) and are attached to the Prospectus. 3. Information to unit holders Pareto Asset Management shall for each securities fund publish an annual report with annual financial statements and director s report within four months end fiscal year, and a semi annual report within two months expiry reporting period. end fund s fiscal year: each year. unit holders shall periodically receive informationn about their holding of units in the fund and the value holding and their t return in thee period and the current year. information shall be given to unit shall be given noo later than one month after the expiry of each period. holders for the first and second half of each year, andd This information will be distributed via MIN SIDE at om. Annual and semi annual reports, Key Investor Information Documents, subscription and redemption materials as well as other information are available free of charge upon request from the Management Companyy by telephone: (+47) , e mail post@paretoam.com or at 4. Unit holder register unit holder register is maintained by the Norwegian Central Securities Depository, P. O. Box 4, 0051 Oslo. unit(s) will be registered in the name unit holder. A nominee with authorisation pursuant to the Norwegian Regulation on Securities Funds 13 2 may be entered in the unit holder register instead beneficial owner unit(s). 5. Nature and character unit Each unit holder has an undivided share in the securities fund which corresponds to the unit holder's share of total issued fund units. A unit holder may not demand that the securities fund be split up or dissolved. Beyond their unit investment, unit holders are not liable for the fund s obligations. Unit holders are not obliged to make further investments in the fund. All unit holders or their appointed proxies have the right to vote at the unit funds managed by Pareto Asset Management. holder meeting for Pareto Global and election meeting for the securitiess Management Company s Board of Directors consists of seven members, among of whom threee members are elected by the unit holders. elections take place att election meetings convened andd conducted in accordance with rules set out in the Management Company's Articles of Association. After permission from Finanstilsynet, the Management Company may decide that funds managed by the company shall wind up. Information shall be communicated to unit holders u pursuant to the Norwegian Act on Securities Funds Furthermore, Finanstilsynet may grant permission to the management company to transfer the management of a fund to another management company. 6. Trading via a regulated market units are not admitted to trading on a regulated marked. 7. Calculation and publication of Net Asset Value per unit When calculating the net n asset value (NAV), the basis shall be the market value portfolio of o financial instruments and deposits with credit institutions, the value fund s liquid assets and other receivables, the value of accrued income not yet due and the value of any tax loss carry forwards, less liabilities and accrued expenses not yet due, d including deferred tax liabilities.. On securities where market m value is not available, the management company may set a value based on objective criteria. procedure is in accordance with the recommendation to the industry by b the Norwegian Mutual Fund Association: Valuation of illiquid equity capital instrumentss whichh is available at w net asset value per unit is calculated on each Norwegian banking day, with the exception of days when local markets are closed. net asset value is normally published five times a week. Publication is made through Oslo Børs ASA. 8. Subscription of units Requests for subscription shall be submitted to the management company in writing or electronically. Subscription of new units shall take place at the unit price calculated at the first valuation after the time of subscription (which is when the subscription form has been received by the management company, funds in accordance with subscription is received and a customer due diligence has been performed), with the addition a of any charges relating too the subscription. time of subscription must fall within (GMT +1) for the first valuation point after subscription to apply. Unit class Minimum initial subscription amount A 500 B 500 C D I fund receives capital deposits fromm the general public. 2

3 According to the Norwegian Act on cancellation/cooling off periods, consumers may have the right to cancel agreements concerning c financial services concluded with distance selling or outside the fixed place of business. In case of distance selling, there is no right of o cancellation when the price services depends on fluctuations in the financial markets, in which a service provider cannot influence, and which may occur in the period allowed for cancellation, this includes financial instruments such as mutual funds. information provided for in the actt on cancellation/cooling off periods are available at 9. Redemption of units Unit holders that requests redemption shall have their units redeemed in cash. Requests for redemption shall be submitted to the management company in writing or electronically. Redemption shall take place at the unit price calculated on the first valuation after receipt request for redemption by the management company. redemption request must reach the management company by (GMT +1) in order for the first valuation following receipt redemption request to be used as the basis. Charges related to the redemption of units will be deducted from the redemption amount. management company shall implement redemption as soon as possible. Settlement shall takee place as soon ass possible and not later than two weeks after the request for redemption was presented. Suspension of redemption claim In the event of stock exchange closure, or other extraordinary circumstances, including in special instances the protection of unit the consent off Finanstilsynet, either wholly or partially suspend the value v assessmentt and payment of redemption holders interest, the management company may, with claims. 10. Historical returns and risk For updated information about the fund s historical returns and risks, please refer to the fund s monthly reports and Key Investor Information Document. Historical returns are no guarantee for future returns. Future returns will depend, inter alia, on market developments, the fundd manager s skill, the fund s risk profile, as well as fees for subscription, management and redemption. return may becomee negative as a result of negative price developments.. fund s performance may vary substantially over the t course of a year. Gains or losses for individual unit holders will therefore depend on thee exact timing subscription and redemption of units. 11. Taxation information below does not constitute tax advice, but reproducess only the basic tax rules for the fund and unit holders who are taxable in Norway according to current tax rules. Investors liable to taxation in Norway General rules relating to private investors Gains on sale of equityy fund units are included in ordinary income. realised gain minus a standard s deductible risk free rate is taxed at 27 per cent. Realised losses are deductiblee at the same rate. Mutual fund units are included at 100 per cent share value as at as capital taxation. General rules relating to companies (legal entities) Companies covered byy the exemption method are not subject s to tax on gains realised on the sale of equity fundd units. Similar losses are not tax deductible. Tax rules for foreign unit holders u Investors that are taxable to countries other than Norway should examine current tax rules in thee respective countries. 12. Marketing of securities s funds in other EEA member states Pareto Asset Management shall ensuree that subscription and redemption of units are completed pursuant to section 8 and 9 when marketing securities funds in another EEA member state. Statutory fund information adapted to unit holders from other EEA member statess is available through our webpage (English). 13. Resolution of disputes d Management Company is affiliatedd with the Norwegian Financial Services Complaints Board. 14. Other matters This prospectus is onlyy directed to investors in jurisdictions where the fund is authorised for sale, marketing and distribution, or where no such authorisation is required. fund is not registered under the United States Securities Act of or the U. S. Investment Companies Act 1940, or other applicable US regulation. In view of this, the fund may not be marketed, transmitted or otherwisee distributed to "US persons" as defined under Regulationn S. 15. Board of Directors responsibility Board of Directorss Management Company is responsible for ensuring that the prospectus meets thee requirements stipulated in the Norwegian Securities Funds F Act. Board of Directorss of Pareto Asset Management hereby declares that, to the best ir knowledge, the prospectus reflects the actual facts and does not contain omissions of a naturee liable to alter the meaning prospectus. Approved by the Board of Directors of Pareto Asset Management AS, 26 June fund fund is exempt from tax on profits and is not entitled to deduct losses from the disposal of units. Dividends from, and profits on, investments thatt fall under the exemption method are also tax free. However, 3 per cent tax free dividends must be considered as taxable t for the fund. fund may be liable to pay tax on dividends from foreign f companies. fund is exempt from capital tax. Net capital gains, foreign exchange gains and gains on nterest bearing securities are taxed at 27 per cent. 3

4 Articles of Association for Pareto Global Verdipapirfond 1 Name fund and the management company securities fund Pareto Global ( the fund ) is managed by the Management Company Pareto Asset Management AS. fund is authorised in Norway and regulated by Finanstilsynett ( Financial Supervisory Authority of Norway). fund is regulated pursuant to the Norwegian Act No 44 of 25 November 2011 on securities funds (hereinafter referred to as the Norwegian Securities Funds Act ). 2 UCITS fund fund is a UCITS fund that complies with the investment rules in chapter 6 Norwegian Securities Funds Act, and the provisions on subscription and redemption Norwegian Securities Funds Act 4 9 (1) and 4 12 (1). fund has unit classes which are described in moree detail in Article 7 of the present Articles of Association. 3 Rules for the investment securities fund s assets fund s investment area and risk profile fund is an equity fund that primarily invests in industries with loww representation on the Oslo Stock Exchange. fund s investment mandate is further described in the Prospectus. fund is typically characterised by high volatility. risk profile is specified in the fund's Key Investor Information Document. General informationn about the investment area fund s assets may be invested in the following financial instruments and/or deposits with credit institutions: fund may use the following derivative instruments: : options, futures and swapss with financial instruments as specified above as underlying assetss and with indices featuring the financiall instruments specified above as underlying assets. Furthermore, the securities fund may use options, futures and swaps with interest rates, currencies or exchange rates as underlying assets. Expected risk and expected return on the fund s underlying securities portfolio fund are reduced as a result of derivative investments. Liquidity requirements fund's assets may be invested in financial instruments which: 1. are admitted to official o quotationn or are traded onn a regulated market in an EEA state, including a Norwegian regulated market, as defined in Directive 2004/39/EC Article 4 (1)) no 14 and the Stock Exchange Act 3 (1), 2. are traded on another regulated market in an EEAA state which functions regularly and is open too the public, 3. are admitted to official o quotationn on a stock exchange in a country outside the EEA or o dealt in on another regulated market in such a country which operates regularly y and is open to the t public, All stock exchanges or regulated markets worldwide aree of interest. majority investments fundd will be headquartered in developed markets. selectivee asset management style fund suggests that the fund will not at all times be invested in all the specified markets or regions. 4. are recently issued provided a condition for issue is that admission to trading will be applied for on a stock exchange or market as stated in item 1 3 above. Admission to trading must take place p not later than one year after expiry subscription deadline. transferable securities securities fund units money market instruments derivatives deposits with credit institutions fund s assets may be invested in money market instruments traded on a market other than stated in items 1 3 above if the issue or the issuer of the instrument is regulated for the purpose of protecting investors and savings, and the instruments fall withinn the scope of 6 56 (2) Norwegian Securities Funds F Act. Regardless investment options in this section, the t fund may hold liquid assets. fund s investments in securities fund units shall, together t with its other investments, be in accordance with these Articles of Association. Investments in other securities funds constitute no more than 10 per cent fund s assets: Investments in non UCITS securities funds meets the conditions statedd in 6 2 (2) Norwegian Securities Funds Act and do not in aggregate constitute more than 10 per cent fund s assets: Securities funds in which investment is placed may themselves invest a maximum of 10 per cent fund s assets in securities fund units: fund s assets may be invested in money market instruments normally traded on the money market, which are liquid and can be valued at any time: fund s assets may be invested in derivatives traded on another market than stated in items 1 4 above. Up to 10 per cent fund s assets may be invested in financial instruments other than those stated inn this section. Investment restrictions the fund s assets fund s holdings of financial instruments shall have a composition providing an appropriate spread of riskk of loss. fund s investments shall at all times be in compliance with the investment restrictions in 6 6 and 6 7 (1), (2) and (4) Norwegian Securities Funds Act. Investment restrictions ownership interest with issuer fund s investments shall at all times be in compliance with the investment restrictions in 6 9 Norwegian Securities Funds Act. Lending of financial instruments fund may lend financial instruments pursuant to Norwegian Securities Funds F Act. All income from lending shall accrue too the fund. 4

5 4 Realised gains and dividends 5 Costs Realised gains shall be reinvested in the fund. Dividends are not distributed to unit holders. management fee is the management company s income for managing the fund. basis for the calculation management fee shall be the fund s current value. When calculating the fund s value (total net assets), the basiss shall be the market value portfolio of financial instruments and deposits with credit institutions, the value fund s liquid assets and other receivables, the value of accrued income not yet due and the value of any loss carry forward, less liabilities and accruedd costs not due, including latent tax liabilities. following costs may be covered by the fund in addition to the management fee: transaction costs connected with the fund s investments, payment of any taxes levied on the fund, interest on borrowings as mentioned in 6 10 of o the Norwegian Securities Funds Act and extraordinary costs which are necessary to safeguard the unitholders interests cf. 4 6 (2) Norwegian Act on Securitiess Funds. management company may charge a fixed management fee to one or more unit classes fund. fixed management fee is calculated and accrued on a daily basis and charged on o a monthly basis. management fee shall be dividedd equally among all units in a particular unit class fund. size management fee is stated in Section 7 present Articles of Association. In addition, the management company may charge a performance fund, as related management fee to one or more unit classes stated in more detail in Section 7 present Articles of Association. calculation period runs from the beginning e year irrespectivee of whether the unit in question has been purchased during the calendar year. fund s assets may invest other in sub funds that charge c a maximum management fee of 2.00 per cent per annum. management fee charged to the sub funds will be additional to the management fee applicable to each unit class. All fees received from the sub funds shall accrue to the main fund. 6 Subscription and redemption of units fund is normally open for subscription on every business b day. fund is normally open for redemption on every business day. A subscription fee of up to 1 per cent subscription amount may y be charged for subscription of units. Board of Directors of Pareto Asset Management may decide that the fee shall increase by up to 5 per cent subscription amount. difference between 1 per cent and the adopted increased subscriptionn fee of up to 5 per cent shall accrue to the fund. Board may set an increased subscription fee for a certain period with the possibility of extension or shortening by board resolution. A redemption fee of up to 0.5 per cent redemption amount mayy be charged for the redemption of units. 7 Unit classes fund s portfolio of assets shall be divided into thee following unit classes. Unit class A B C D I Base currency Minimum subscription Management amount fee % 5000 p.a % p.a % p.a % p.a % p.a. Management fee management company may chargee a fixed management fee to one or more unit classes. In addition, the management company c may charge a performance relatedd management fee to one or moree unit classes fund. management fee is allocated equally to each unit within each unit class fund. fixed management fee is calculatedd and accrued onn a daily basis and charged on a monthly basis. fixed management fee shall be deducted prior to the calculation of any performance related fee. performance related managementt fee is calculatedd and accrued on a daily basis and charged at year end. various unit classes are characterised by the following: Unit class A management fee is 1.50 per cent per annum. At a percentual higherr performance in unit class A than ST1X (Oslo Stock Exchange Governmentt Bond Index) measured in the unit class base currency from the preceding day, the management company will charge a 20 percent remuneration of this difference. total management fee in unit classs A shall not exceed 3.0 per cent of the daily calculated annual average assets. At a percentual lower performance in unit class A than ST1X (Oslo Stock Exchange Governmentt Bond Index), thee management company c will deduct 20 percent of this difference from the management fee. total management fee in unit classs A shall not be less than 0.0 per cent daily calculated annual average assets. If the calculated management fee is less than 0.0 perr cent, the difference will not be included in the net asset value, but be carried forward to the calculation for the following day. This implies that the management m company will have too regain any lost performance from thee preceding day before the performance related management fee is included in the calculation net asset value. calculation period runs from the beginning year even if the unit in question has been purchased p duringg the calendar year. daily calculation of o the performance related management fee per unit is affected by subscription to and redemption of units. Performance related management fees mayy therefore in special circumstances be charged even if the performance t fund has been negative relative to the reference, and similarly, not charged if the fund s value has been positive p relative to the eference. unit class has a minimum subscription value of K 500. Unit class B management fee is 1.60 per cent per annum. unit class has a minimum subscription value of K

6 Unit class C management fee is 1.25 per cent per annum. unit class has a minimum subscription value of Unit class D management fee is 0.75 per cent per annum. unit class has a minimum investment of unitt class is also open to companies who have an agreement on definedcontribution pensionn with Pareto Asset Management. For the latter, the minimum subscription value does not apply. Unit class I management fee is 0.50 per cent per annum. unit class has a minimum investment of Minimum subscription value Total cost for each unit holder s total subscriptions and redemptions in a unit class is calculated the last business day first and third quarter. If a unit holder s total cost or market value at the time of calculation meets the minimum subscription value in a comparable unitt class with lowerr management fee, the client s holdings will be converted to this unit class. If a unit holder totall cost at time of calculation does not n meet the minimum subscription value in the unit class invested, the clients holdings may be converted to a comparable unit class in whichh the client meetss the minimum subscription value. In the event, where the unit holder s unit value has previously p been converted to a comparable unit classs with lower management fees as a result of positive developments in the market, the client will not be moved back to its original unit class based on negative developments in the market. This assumes that unit holders have not redeemed units afterr the original conversion. Conversion of asset value to a comparable unit class shall s be registered on the same day that the calculation is carried out and communicated to unit fund is considered to be an accounting and / or tax realisation, conversion between unit classess shall only be performed upon the consent e client. holders as soon as possible. If the conversion of units between unit classes within the same securities 6