Danske Invest Allocation

Transcription

1 DANSKE INVEST ALLOCATION Société d'investissement à Capital Variable incorporated under the laws of the Grand Duchy of Luxembourg Prospectus January2018 VISA 2018/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier

2 DANSKE INVEST ALLOCATION This Prospectus and the relevant KIID should be read in their entirety before making any investments in the Shares. Subscriptions can only be placed after the relevant KIID has been made available and on the basis of the Prospectus accompanied by the most recent annual and semi-annual reports of the Fund, if any. Such reports are deemed to be an integral part of the Prospectus. Danske Invest Allocation is offering Shares of several separate Sub-Funds on the basis of the information contained in the relevant KIID and the Prospectus. No person is authorised to give any information or to make any representations concerning the Fund other than as contained in the relevant KIID and in the Prospectus herein, and any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in this Prospectus or in the relevant KIID shall be solely at the risk of the purchaser. The Shares to be issued hereunder shall be of several different Share Classes which relate to several separate Sub-Funds of the Fund. Shares of the different Sub-Funds may be issued and redeemed at prices computed on the basis of the Net Asset Value per Share of the relevant Sub-Fund, as defined in the Articles. The distribution of this Prospectus and the offering of the Shares may be restricted in certain jurisdictions. This Prospectus does not constitute an offer or solicitation in a jurisdiction where to do so is unlawful or where the person making the offer or solicitation is not qualified to do so or where a person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any person in possession of this Prospectus and of any person wishing to apply for Shares to inform themselves of and to observe all applicable laws and regulations of relevant jurisdictions. The Fund is registered in the Grand Duchy of Luxembourg as an undertaking for collective investment in transferable securities subject to Part I of the 2010 Law which has implemented Directive 2009/65/EC into Luxembourg law. The above registration does however not require any Luxembourg authority to approve or disapprove either the adequacy or accuracy of this Prospectus or the assets held in the various Sub-Funds. Any representations to the contrary are unauthorised and unlawful. The Shares have not been and will not be offered for sale or sold in the United States of America, its territories or possessions and all areas subject to its jurisdiction, or to United States Persons (as defined below), except in a transaction which does not violate the securities laws of the United States of America. The term United States Person or US Person shall mean a citizen or resident of the United States of America, a partnership organised or existing under the laws of any state, territory or possession of the United States of America, or a corporation organised under the laws of the United States of America or of any state, territory or possession thereof, or any estate or trust, other than an estate or trust the income of which from sources outside the United States of America is not includable in gross income for purpose of computing United States income tax payable by it. If a Shareholder subsequently becomes a United States Person and such fact comes to the attention of the Fund, Shares owned by that person may be compulsory repurchased by the Fund. The Articles give powers to the Board of Directors to impose such restrictions as they may think necessary for the purpose of ensuring that no Shares in the Fund are acquired or held by any person in breach of the law or the requirements of any country or governmental authority or by any person in circumstances which in the opinion of the Board of Directors might result in the Fund incurring any liability or taxation or suffering any other disadvantage which the Fund may not otherwise have incurred or suffered (such persons being referred to as the Prohibited Persons ). In particular, the Board of Directors has decided that United States Persons or U.S. Persons would be one class of Prohibited Persons. Applicants may be required to declare that they are not Prohibited Persons and are not applying for Shares on behalf of any Prohibited Person nor reselling Shares for the benefit of Prohibited Persons. The Fund may compulsorily redeem all Shares held by any such persons. Notwithstanding the above, the Shares may be offered for sale or sold to United States Persons or U.S. Persons with the prior consent of the Management Company in a way which does not violate the securities laws in the United States of America. The value of the Shares may fall as well as rise and a Shareholder on transfer or redemption of Shares may not get back the amount initially invested. Income from the Shares may fluctuate in money terms and changes in rates of exchange may cause the value of Shares to go up or down. The levels and bases of, and reliefs from, taxation may change. Past performance of the Fund may not be construed as guarantee of future successful results. Investors should inform themselves and should take appropriate advice on the legal requirements as to possible tax consequences, foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, or domicile and which might be relevant to the subscription, purchase, holding, conversion, redemption or disposal of the Shares of the Fund. The Board of Directors has taken all reasonable care to ensure that the facts stated herein are correctly and fairly presented with respect to all questions of importance and that no important fact be omitted, the omission of which would make misleading any of the statements herein. The Board of Directors accepts responsibility accordingly. 2

3 The Prospectus and the KIID may be translated into different languages for distribution purposes in certain jurisdictions. Unless contrary to local laws in the jurisdiction concerned, in the event of any inconsistency in any translation, the English version shall always prevail. In addition another language version may contain specific information intended for investors subscribing Shares in a certain country. Such country specific information is not part of this Prospectus. 3

4 Definitions 2004 Law 2010 Law Administration Agency Agreement Administrative Expenses AEI Appendix Articles ADR Benchmark Index Board of Directors Business Day CDS Central Administration Consolidation Currency Counterparty Credit Rating Agency Cross-investing Sub-Fund CRS CSSF Has the meaning ascribed thereto in paragraph 14.2 Fight against Money Laundering. The Luxembourg law of 17 December 2010 on undertakings for collective investment, as amended. The agreement between the Fund, the Management Company and the Central Administration and the Registrar Agent as amended, supplemented or otherwise modified from time to time. The Administrative expenses as detailed in section 22. Charges and expenses. Has the meaning ascribed thereto in sub-paragraph 23.3 Application to a Luxembourg fund set-up under Part I of the 2010 Law. An appendix to this Prospectus, each Appendix forming an integral part of this Prospectus and containing the relevant information pertaining to the Sub-Fund to which it relates. The articles of incorporation of the Fund, as may be supplemented or amended from time to time. An American Depositary Receipt ( ADR ) is a negotiable certificate issued by a U.S. depositary bank which is holding shares of foreign company in its accounts and which confers the owner of the ADR an entitlement to a specified number of shares in that foreign company. ADRs are usually denominated in U.S. dollars, with the underlying security held by a U.S. financial institution overseas. In relation to a Sub-Fund, the index against which the return of the Sub- Fund will be compared. The members of the board of the Fund. If not otherwise defined in the relevant Appendix, any full day on which banks are open for business in Luxembourg City except the 31 st of December. A Credit Default Swap being a credit derivative contract tied to a reference asset, where the purchaser of the swap makes periodic payments to the seller of the contract up until the maturity date of a contract or until a credit event occurs. In return, the seller agrees, upon the occurrence of a credit event, either to reimburse the reference asset in full, or acquire the reference asset from the buyer at face value. Has the meaning ascribed thereto in section 9 Central Administration. The consolidation currency of the Fund being the Euro. Has the meaning ascribed thereto in paragraph 4.7 Counterparty Risk. Any rating agency which will provide independent credit ratings, used by the Investment Manager of any particular Sub-Fund. Credit Rating Agencies must be approved by either the Securities and Exchange Commission ( Nationally Recognized Statistical Rating Organization ) or by the ESMA ( Credit Rating Agency ). Has the meaning ascribed to this term in paragraph 3.2 Cross Investments between Sub-Funds. Has the meaning ascribed thereto in sub-paragraph 23.3 Application to a Luxembourg fund set-up under Part I of the 2010 Law. The Commission de Surveillance du Secteur Financier, the Luxembourg supervisory authority of the financial sector. 4

5 CSSF Circular 08/356 Depositary Depositary Bank and Principal Paying Agent Agreement DAC Debt Securities Denomination Currency Directive 2009/65/EC Distribution Agents DKK Domiciliary Agent ESMA Guidelines 2014/937 EUR Feeder FIs Fund GDR Governmental Entities Swedish Half Day IGA Indicative Net Asset Value Initial Offer Period The CSSF Circular 08/356 on rules applicable to undertakings for collective investment when they employ certain techniques and instruments relating to transferable securities and money market instruments, as amended or substituted from time to time and namely by CSSF Circular 11/512. Has the meaning ascribed thereto in section 8 Depositary and Principal Paying Agent. The agreement between the Fund and the Depositary and Principal Paying Agent as amended, supplemented or otherwise modified from time to time. Has the meaning ascribed thereto in sub-paragraph 23.3 Application to a Luxembourg fund set-up under Part I of the 2010 Law. Any security issued by public authorities, supranational institutions, companies and/or credit institutions, representing borrowed funds that must be repaid. Examples of Debt Securities include bonds, certificates of deposit, commercial paper, and debentures. Such Debt Securities can appear in the form of fixed rate, floating rate, interest-bearing securities, zero coupon, inflation-linked, perpetual and/or dual currency bonds. Has the meaning ascribed thereto in sub-paragraph Share Classes. Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities ( UCITS ), as amended. Has the meaning ascribed thereto in section 12 Distribution of the Shares. The Danish Kroner. Has the meaning ascribed thereto in section 10 Domiciliary Agent. The ESMA Guidelines 2014/937 on ETFs and other UCITS issues. The Euro. Has the meaning ascribed thereto in paragraph 3.2 Investment Restrictions - Cross Investments between Sub-Funds - Special Techniques and Instruments. Has the meaning ascribed thereto in sub-paragraph 23.3 Application to a Luxembourg fund set-up under Part I of the 2010 Law. Danske Invest Allocation. A Global Depositary Receipt ( GDR ) is a negotiable certificate issued by a depositary bank which is holding shares of foreign company in its accounts and which confers the owner of the GDR an entitlement to a specified number of shares in that foreign company. The shares are usually held by a foreign branch of an international bank. Has the meaning ascribed thereto in paragraph 4.8 Sovereign Risk. A Business Day on which the Stock market in Sweden is open until and the bond market is open until as disclosed on Has the meaning ascribed thereto in paragraph 23.4 FATCA Foreign Account Tax Compliance Act. A measure of the intraday value of the net asset value of a UCITS ETF based on the most up-to-date information. The Indicative Net Asset Value is not the value at which investors on the secondary market purchase and sell their units or shares. Has the meaning ascribed thereto in sub-paragraph Offer Price. 5

6 Institutional Investor Investment Management Agreement Investment Manager IRS KIID Management Company Management Company Agreement Management Fee Master Multilateral Trading Facility Net Asset Value New Sub-Fund New UCITS NOK OECD Offer Price Operating and Administrative Expenses Investors within the meaning of article 174 of the 2010 Law such as credit institutions and other professionals of the financial sector ( PSF ) acting on their own behalf, on behalf of institutional investors or of non-institutional clients on the basis of a discretionary management mandate, insurance and re-insurance companies, social security institutions, pension funds, major industrial or financial groups, UCIs, territorial government organizations, official teaching bodies, family offices as long as they qualify as PSF, non profit organizations, housing companies, organizations with well-defined purpose (such as professional federations, foundations, community art centres, sports associations), philosophical organizations (such as communities, religious orders, bishoprics, dioceses), health or social organizations (such as mutual insurance companies, insurance companies, pension companies, hospitals, social housing companies), association of territorial organizations, organizations (such as self-governing harbours, chambers of commerce, guild chambers, farmers associations) and/or managers of public services (such as rail transport companies). The agreement between the Management Company, and the Investment Manager as amended, supplemented or otherwise modified from time to time. Has the meaning ascribed thereto in section 7 Investment Manager. Has the meaning ascribed thereto in paragraph 23.4 FATCA Foreign Account Tax Compliance Act. The Key Investor Information Document(s). In addition to this Prospectus a Key Investor Information Document of each Share Class within a Sub-Fund is made available at the registered office of the Fund and on the following website The Key Investors Information Documents provide information for example on the synthetic risk, reward indicator, charges and historical performance. Before subscribing for Shares investors should read the relevant Key Investor Information Document. Has the meaning ascribed thereto in section 6 Management Company. The agreement between the Fund and the Management Company as amended, supplemented or otherwise modified from time to time. Has the meaning ascribed thereto in section 22. Charges and Expenses, sub-paragraph 22.1 a). Has the meaning ascribed thereto in section 3.1, u) Investment Restrictions - Cross Investments between Sub-Funds - Special Techniques and Instruments. A multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments - in the system and in accordance with nondiscretionary rules - in a way that results in a contract in accordance with the provisions of Title II of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments. The net asset value as described in section 19 Determination and publication of the net asset value. Has the meaning ascribed thereto in paragraph 27.1 Mergers of the Fund decided by the Board of Directors. Has the meaning ascribed thereto in paragraph 27.1 Mergers of the Fund decided by the Board of Directors. The Norwegian Kroner. The Organisation for the Economic Cooperation and Development. Has the meaning ascribed thereto in paragraph 14.1 Continuous Offering. The Operating and Administrative Expenses as detailed in section 22. Charges and expenses 6

7 OTC Derivatives P-note / Participatory Notes Participating Sub-Funds Performance Fee Personal Data Principal Paying Agent Prohibited Persons Prospectus Record Date Redemption Fee Redemption Price Reference Currency Registrar Agent Regulated Market Repo RESA RI Securities Financing Transactions or SFTs SEK Has the meaning ascribed thereto in section 3.1 Investment Restrictions - Cross Investments between Sub-Funds - Special Techniques and Instruments sub-paragraph d). Financial instruments that are used to generate exposure to an equity investment (including common stocks and warrants) located in markets where direct ownership may not be possible for a Sub-Fund. Has the meaning ascribed thereto in section 2 Investment Objectives of the Sub-Funds. Has the meaning ascribed thereto in sub-paragraph section 22. Charges and Expenses, sub-paragraph g). Has the meaning ascribed thereto in paragraph 24.5 Data Protection and telephone recording. Has the meaning ascribed thereto in section 8 Depositary and Principal Paying Agent. Has the meaning ascribed thereto in the introduction to this Prospectus. This prospectus, as it may be supplemented or amended from time to time. Has the meaning ascribed thereto in paragraph 24.1 Meetings of, and Reports to Shareholders. Has the meaning ascribed thereto in section 15 Redemption of Shares. Has the meaning ascribed thereto in section 15 Redemption of Shares. The currency of the relevant Sub-Fund as defined for each Sub-Fund in the relevant Appendix. Has the meaning ascribed thereto in section 11 Registrar Agent. A regulated market: - within the meaning of Directive 2004/39/EC of the European Parliament of 21 April 2004 on markets in financial instruments as amended, namely a multilateral system operated and/or managed by a market operator, which brings together, or facilities bringing together, multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of the Directive 2004/39/EC; - any other market which the board of directors of the Management Company considers that it is regulated, operates regularly and is recognised and open to the public in Member States of the OECD and any other country of Europe, North, Central and South America, Asia, Africa and Oceania. Investment in these other Regulated Markets are only possible if such markets are part of markets foreseen in the eligible market policy as approved and updated from time to time by the Board of Directors of the Fund. Has the meaning ascribed thereto in sub-paragraph Securities lending transactions and repurchase agreements. "Recueil Electronique des Sociétés et Associations", an electronic platform replacing the Mémorial C, Recueil des Sociétés et Associations from 1 June 2016 as referred to in paragraph 1.1 Structure. Responsible Investments as defined in the Responsible Investment policy adopted by the Board of Directors. A repurchase transaction, a securities or commodities lending and securities or commodities borrowing, a buy-sell back transaction or sell-buy back transaction and margin lending transaction, each as defined in the SFT Regulation. The Swedish Kroner. 7

8 Service Providers SFT Regulation Share Share Class(es) Shareholder Sovereign Debt Sub-Fund Sub-Investment Manager Subscription Fee Target Sub-Fund UCI UCITS UCITS ETF UK Resident Valuation Day VaR Warrant Means the Management Company, the Investment Manager, the Depositary and Principal Paying Agent, the Central Administration, the Registrar Agent, and any other entity which provides services to the Fund from time to time. Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012. Each share within any Class and Sub-Fund. Each share class within a Sub-Fund. The holder of Shares in any Class and Sub-Fund. Has the meaning ascribed thereto in paragraph 4.8. Sovereign Risk. Each sub-fund within the Fund. By derogation to the provisions of Article 2093 of the Luxembourg 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 Shareholders, each Sub-Fund is treated as a separate entity. Has the meaning ascribed thereto in section 7 Investment Manager. Has the meaning ascribed thereto in section Offer Price. Has the meaning of ascribed to this term in paragraph 3.2 Cross Investments between Sub-Funds. An undertaking for collective investment within the meaning of the first and second indents of Article 1.2 of Directive 2009/65/EC. An undertaking for collective investment of the open-ended type, which is recognised as an Undertaking for Collective Investments in Transferable Securities within the meaning of the first and second indent of Article 1.2 (a) and (b) of Directive 2009/65/EC. A UCITS ETF is a UCITS at least one unit or share class of which is traded throughout the day on at least one regulated market or Multilateral Trading Facility with at least one market maker which takes action to ensure that the stock exchange value of its units or shares does not significantly vary from its net asset value and where applicable its Indicative Net Asset Value. An investor with a permanent United Kingdom residential address. If not otherwise defined in the relevant Appendix, day on which the Net Asset Value per Share of any Sub-Fund and Class is determined or calculated, determined as being any full day on which banks are open for business in Luxembourg City except the 31 st of December. Has the meaning ascribed thereto in sub-paragraph Financial Derivative Instruments. A derivative security usually issued directly by a company that gives the holder the right to purchase securities from that company at a specific price within a certain time frame. Values of warrants are likely to fluctuate more than the prices of the underlying securities because of the greater volatility of warrant prices. 8

9 Interpretation Rules The following rules apply unless the context requires otherwise: headings are for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Prospectus or any provision hereunder; words denoting the singular shall include the plural and vice versa; words denoting one gender shall include the other gender; if a word or phrase is defined, its other grammatical forms have a corresponding meaning; references to a Section and Appendix are respectively to a section and appendix of this Prospectus; where there is a conflicting meaning between a defined term in the Prospectus and an Appendix, the definition or meaning stated in the relevant Appendix shall prevail for that Sub-Fund; the words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation"; the terms "herein", "hereof and "hereunder" shall refer to this Prospectus in its entirety; a reference to an agreement or document (including, without limitation, a reference to this Prospectus) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Prospectus or that other agreement or document; a reference to a party to an agreement or document includes the party's successors, permitted substitutes and permitted assigns; a reference to an agreement includes any undertaking, deed, agreement and legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind; a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it. 9

10 Management and Administration Board of Directors: Chairman: Robert Mikkelstrup Head of Investment Risk & Implementation of Danske Wealth Management, Danske Bank A/S Kongens Lyngby, Denmark Members: Morten Rasten Managing Director Danske Invest Management A/S Kongens Lyngby, Denmark Salla Komulainen Independent Director 52, rue de Rodenbourg L-6950 Olingen Grand Duchy of Luxembourg Board of Directors of the Management Company: Chairman: Morten Rasten Managing Director Danske Invest Management A/S Kongens Lyngby Denmark Members: Lone Larsson Hestnes Managing Director Danske Capital AS Oslo Norway Thomas Borg Dideriksen Managing Director Danske Bank International S.A. Luxembourg Grand Duchy of Luxembourg Jan Stig Rasmussen Independent Director 11, rue de Wecker L-6795 Grevenmacher Grand Duchy of Luxembourg Registered Office: 13, rue Edward Steichen L-2540 Luxembourg Grand Duchy of Luxembourg Management Company: Danske Invest Management Company 13, rue Edward Steichen L-2540 Luxembourg Grand Duchy of Luxembourg Depositary and Principal Paying Agent: RBC Investor Services Bank S.A. 14, Porte de France L-4360 Esch-sur-Alzette Grand Duchy of Luxembourg Investment Manager: Danske Bank A/S 17, Parallelvej DK-2800 Kongens Lyngby Denmark Central Administration and Registrar Agent: RBC Investor Services Bank S.A. 14, Porte de France L-4360 Esch-sur-Alzette Grand Duchy of Luxembourg Domiciliary Agent: Danske Invest Management Company 13, rue Edward Steichen L-2540 Luxembourg Grand Duchy of Luxembourg Auditor: Deloitte Audit 560, rue de Neudorf L-2220 Luxembourg Grand Duchy of Luxembourg 10

11 TABLE OF CONTENTS TABLE OF CONTENTS Principal Features Structure Sub-Funds and Share Classes Sub-Funds Share Classes Dealing Offer Price Minimum Investment and Subsequent Holding Investment Objective of the Sub-Funds Pooling and Co-Management Investment Restrictions - Cross Investments between Sub-Funds - Special Techniques and Instruments Investment Restrictions Cross Investments between Sub-Funds Rules and restrictions with regard to financial derivative instruments and efficient portfolio management techniques Financial Derivative Instruments Efficient Portfolio Management, Securities Financing Transactions and certain information related to derivatives Securities lending transactions and repurchase agreements Management of collateral for OTC financial derivative transactions and efficient portfolio management techniques Haircut Policy Risk factors Market risk Emerging and Frontier Market Risk Interest rate risk Defaulted Debt Securities risk Credit risk Foreign exchange risk Counterparty risk Sovereign Risk Liquidity risk Volatility Investing in Equity Securities Risk relating to investing in certain geographical area or with particular style or theme Operational risks Force majeure risk Risk relating to active management Securities lending and Repo transactions Financial derivative instruments Factors to be taken into consideration with regard to short positions TABLE OF CONTENTS 11

12 Factors to be taken into consideration with regard to futures Factors to be taken into consideration with regard to swaps Factors to be taken into consideration with regard to options Factors to be taken into consideration with regard to contracts for differences Factors to be taken into consideration with regard to contingent liability transactions Risks Relating to Investments in other funds Factors to be taken into consideration Fees Collateral management risks Custody risks Risk Management Management Company Remuneration policy Remuneration principles Fixed remuneration Benefits Variable remuneration Investment Manager Depositary and Principal Paying Agent Central Administration Domiciliary Agent Registrar Agent Distribution of the Shares The Shares Issue and Sale of Shares Continuous Offering Fight against Money Laundering Redemption of Shares Conversion of Shares Restrictions on Subscription and Conversion of Shares of certain Sub-Funds Prevention of market timing and late trading practices Market Timing Late Trading Determination and publication of the net asset value Calculation and Publication Temporary Suspension of the Calculation TABLE OF CONTENTS 12

13 21. Distribution Policy Charges and Expenses Charges and Expenses payable by the Fund Fees and Expenses Payable by Investors Taxation The Fund The Shareholders Automatic Exchange of Information FATCA - Foreign Account Tax Compliance Act General introduction on FATCA Applicability to the Fund Eligibility criteria of investors in the Fund General Information and Documents for Inspection Meetings of, and Reports to Shareholders Information notices Conflict of interest Documents and other information available Data Protection and telephone recording Dissolution and Liquidation of the Fund Termination of Sub-Funds Merger of the Fund and of Sub-Funds Mergers of the Fund decided by the Board of Directors Mergers of Sub-Fund decided by the Board of Directors Appendices to the Prospectus Dynamic Equity Opportunities Horisont Aktie Horisont Balanserad Horisont Försiktig Horisont Offensiv Horisont Ränta June Balanced June Defensive June Defensive Short June Equity June Moderate June Moderate Short June Opportunity TABLE OF CONTENTS 13

14 June Progressive Stable Income TABLE OF CONTENTS 14

15 1. Principal Features 1.1. Structure The Fund is an undertaking for collective investment in transferable securities in the legal form of an investment company with variable capital (Société d'investissement à Capital Variable, SICAV ), subject to Part I of the 2010 Law transposing Directive 2009/65/EC. The Fund was originally established under the designation of Firstnordic Allocation Fund on 6 July 2001 as a SICAV in accordance with Part II of the law dated 30 March 1988 relating to undertakings for collective investment. Thereafter, the Fund was subjected to Part II of the law of 20 December 2002 relating to undertakings for collective investment, and finally changed its form to be subject to Part I of the 2010 Law on 16 July The Fund s purpose is to invest in all kinds of transferable securities, units or shares of UCITS or other UCIs, as well as derivatives on transferable securities and other financial instruments authorised by the 2010 Law. The Articles were first published on 10 August 2001 in the Mémorial C (which has been replaced by the RESA). They were amended on 6 September 2005, 24 October 2005, 14 November 2008 and 16 July 2014, and published in the Mémorial C on 25 November 2005, 16 November 2005, 8 December 2008, and 8 October 2014 respectively. The registered office of the Fund is established at L-2540 Luxembourg, 13, rue Edward Steichen. The Fund is recorded at the Luxembourg Registre de Commerce et des Sociétés under the number B The Fund is an umbrella fund and as such provides investors with the choice of investments in a range of Sub- Funds, each of which relates to a separate portfolio of liquid assets and other securities and assets permitted by the 2010 Law and the specific investment objectives as described in the relevant Appendix. The minimum capital of the Fund, as provided by the 2010 Law, which must be achieved within 6 months after the date on which the Fund has been authorized as UCITS governed by Part I of the 2010 Law, shall be an amount of EUR 1,250,000.- being provided that Shares of a Target Sub-Fund held by a Cross-investing Sub-Fund shall not be taken into account for the purpose of the calculation of the EUR 1,250,000.- minimum capital requirement. The initial capital of the Fund has been set at EUR 31, The share capital of the Fund will be equal, at any time, to the total value of the net assets of all the Sub-Funds and represented by fully paid-up Shares of no par value Sub-Funds and Share Classes Sub-Funds The Board of Directors may from time to time decide to create further Sub-Funds; in that event, the Appendices will be added to the Prospectus so as to include detailed information on the new Sub-Funds. The specific characteristics, and the investment objectives of each Sub-Fund as well as the different Share Classes offered in relation to each Sub-Fund are defined in the relevant Appendix Share Classes The Fund may create additional Share Classes within each Sub-Fund. Such Share Classes may differ inter alia in their fee structure, distribution policy, qualification of the investors, subscription amounts and in their currency denomination, which may differ from the Reference Currency of the relevant Sub-Fund. Principal Features 15

16 Currently, the following Share Classes may be made available for subscription depending on the relevant Sub- Fund: Class Description Class A Class RA* Class I* Class RI* Class J Class P1 Class P2 Class P3 Share Class available to all investors. Share Class is reserved to investors who are UK residents and who are investing in the share class in agreement with Danske Bank International S.A., or all investors whose assets are invested in the share class by or through an entity of Danske Bank Asset Management according to an agreement between the investor and the relevant entity. Share Class available to investors qualifying as institutional investors. Share Class is reserved to investors who are UK residents and qualifying as institutional investors investing in the share class in agreement with Danske Bank International S.A., or institutional investors whose assets are invested in the share class by or through an entity of Danske Bank Asset Management according to an agreement between the institutional investor and the relevant entity. Share Class J available to all investors having entered into an investment advisory agreement June with Danske Bank A/S or any of its affiliated companies. Share Class P1 is available to all investors having entered into a P1 investment advisory agreement either directly or indirectly through an intermediary with Danske Bank A/S or any of its affiliated companies. Share Class P2 is available to all investors having entered into a P2 investment advisory agreement either directly or indirectly through an intermediary with Danske Bank A/S or any of its affiliated companies. Share Class P3 is available to all investors having entered into a P3 investment advisory agreement either directly or indirectly through an intermediary with Danske Bank A/S or any of its affiliated companies. Share Class R is available to investors who qualify as Institutional Investors subject to them being part of: a) Danske Bank A/S and any of its affiliated companies; and/or Class R b) investors whose assets are invested in the unit classes by or through asset management entities of Danske Bank A/S or any of its affiliated companies in accordance with a portfolio management agreement entered into by the relevant investor(s) and the asset management entity. Class SA Class SI Class WA* Class WI* Share Class available for investors subscribing through a distributor in Sweden or Norway. Share Class Available for investors qualifying as institutional investors and who subscribes through a distributor in Sweden or Norway. Until 13 November 2017, this class is only open for investors who switch into this class from another share class in the same fund. As from 16 November 2017, this class is open for new investors. Share Class available to investors having entered into a discretionary investment management agreement, an advisory agreement or an execution-only agreement with a Danske Bank Group entity and where Danske Bank will charge an advisory - or alike - fee. The WA Shares may also be available to other investors at the discretion of Danske Bank A/S. Share Class available to investors qualifying as institutional investors subscribing on behalf of certain of their clients in the context of a discretionary management agreement entered into with those clients. Principal Features 16

17 Class ZA* Class ZI* Share Class available to all investors having an agreement with Danske Bank Asset Management that explicitly permits investments in ZA Shares. Share Class available to institutional investors whose assets are invested in the Share Class according to an agreement between the institutional investor and an entity of Danske Bank Asset Management explicitly permitting investment in ZI Shares. Danske Bank Asset Management entities qualifying as institutional investors may also subscribe on behalf of certain of their clients in the context of a discretionary management agreement entered into with those clients, which explicitly permits investment in ZI Shares. *Neither the fund nor the management company pay any distribution fees to any Danske Bank group entity as compensation or incentive for the investments in these shares. Note for shareholders resident in Sweden: Non-institutional shareholders resident in Sweden having entered into a discretionary investment management agreement with a Danske Bank Group entity and holding a share class other than WA and I, shall, prior to 1 January 2018, without their consent, have their shares switched to WA. Institutional shareholders (excluding investment funds) resident in Sweden having entered into a discretionary investment management agreement with a Danske Bank Group entity in Sweden and holding a share class other than I, shall, prior to 1 January 2018, without their consent, have their shares switched to I Shares. The Reference Currency of each Sub-Fund is defined in the relevant Appendix. Note: Generally, Share Classes are not currency hedged except those with the suffix h for hedged Share Classes or as otherwise provided in the relevant Appendix. Therefore different Sub-Funds and/or Share Classes remain exposed to the currency(ies) of the underlying holdings of the portfolio unless otherwise stated in the relevant Appendix. a) Share Classes Characteristics Shares may be offered in each of the above mentioned Share Classes with the following additional characteristics: Suffix used to describe additional characteristics of the Share Classes d currency acronym in lowercase h p Distribution Share Class Share Class characteristics Denomination Currency of the Share Class other than the Reference Currency of the Sub-Fund Currency hedged Share Class Share Class with a Performance Fee b) Distribution Share Classes Distribution Share Classes are identifiable by adding the letter d as a suffix to the Share Class name (e.g. Class A d). Unless the letter d is added as a suffix to the name of the Share Class, the Shares will then be accumulation Shares. c) Denomination Currency of the Share Classes Share Classes issued in other currencies than the Reference Currency are identifiable by adding the currency acronym (for example: EUR, DKK, NOK and SEK) with small letters as a suffix to the Share Class name (e.g. Class A-dkk for an accumulation Share Class A which is denominated in DKK when the Sub-Fund has a Reference Currency different than DKK). Subscriptions and redemptions are accepted in the denomination currency of the Share Class (the Denomination Currency ) unless the board of directors of the Management Company has decided to accept subscriptions or redemptions in other currencies. Principal Features 17

18 Unless otherwise stated in the relevant Appendix (because the board of directors of the Management Company would undertake to hedge against the relevant Reference Currency or otherwise) and subject to the following paragraph, Share Classes described in this section remain exposed to the currencies of the underlying holdings of the portfolio and to the Reference Currency of the relevant Sub-Fund. d) Currency Hedged Share Classes Currency hedged Share Classes are identifiable by adding the letter h as a suffix to the Share Class name (e.g. Class A-dkk h for an accumulation Share Class which is denominated in DKK when the Sub-Fund has a Reference Currency different than DKK and the Share Class is hedged against the Reference Currency of the Sub-Fund). Currency hedging is relevant when Share Classes are issued in a Denomination Currency other than the Reference Currency of the relevant Sub-Fund. When hedged, at least 95% of the Net Asset Value of the Share Class is hedged against the Reference Currency of the relevant Sub-Fund. With the Share Classes described in this section the currency acronym denotes the currency in which the Net Asset Value per Share will be calculated. Unless mentioned in the relevant Appendix, the Share Classes described in this section remain exposed to the currencies of the underlying holdings of the relevant Sub-Fund s portfolio. Subscriptions and redemptions are accepted in the relevant Denomination Currency unless the board of directors of the Management Company has decided to accept subscriptions or redemptions in other currencies. Where approved by the board of directors of the Management Company, any subscription and/or redemption made in another currency than the relevant Denomination Currency shall be converted in such Denomination Currency and the amount of such subscription and/or redemption shall be the amount so obtained by the relevant Sub-Fund, less applicable exchange rate and bank fees. e) Share Classes with Performance Fee Share Classes with a Performance Fee are identifiable by adding the letter p as a suffix to the Share Class name (e.g. Class A p). The Performance Fee is described in the relevant Appendix Dealing Shares may normally be purchased or redeemed at prices based on the Net Asset Value per Share of the relevant Share Class and Sub-Fund on the applicable Valuation Day (as further specified for each Sub-Fund and Share Class in the relevant Appendix) Offer Price After the initial offer period (as specified for each Class in the relevant Appendix, the Initial Offer Period ), the Offer Price per Share will be equal to the Net Asset Value per Share of the relevant Share Class plus the subscription fee mentioned for each Share Class in the relevant Appendix (the Subscription Fee ) Minimum Investment and Subsequent Holding The minimum initial investment and the subsequent holding requirement, if relevant, are specified for each Sub- Fund in the relevant Appendix. A redemption or conversion request which would reduce the value at such time of any holding below such amount may be treated as a request to redeem or to convert the whole of such shareholding. These minima may be waived or reduced at the discretion of the Management Company. 2. Investment Objective of the Sub-Funds The investment objectives of the Fund and each Sub-Fund are to achieve a high total return as compatible with a sound diversification of risks. Each Sub-Fund will have a separate investment objective which it pursues as further described in the relevant Appendix. Unless otherwise specified in the relevant Appendix, Sub-Funds will be actively managed. There can however be no assurance that the investment objectives of the Fund and each Sub-Fund will be achieved. Investment Objective of the Sub-Funds 18

19 The Board of Directors has adopted an RI (Responsible Investments) policy which implies that the Fund's investments, where made directly, and subsequently direct investments of its Sub-Funds and Share Classes, are screened in accordance with acknowledged principles for corporate social responsibility, including UN Global Compact, UN Guiding Principles on Business and Human Rights and OECD Guidelines for Multinational Enterprises, unless otherwise specified in the relevant Appendix. More information about the Danske Bank group responsibility policy and the Group s work with responsible investments can be found on the website Pooling and Co-Management For the purposes of efficient portfolio management, the Management Company and the Fund may invest in and manage all or any part of a portfolio of assets established for two or more Sub-Funds and/or with one or more sub-funds of any other Luxembourg investment fund having the same depositary as the Fund (for the purposes hereof, the Participating Sub-Funds ) on a pooled basis (pooling) in accordance with their respective investment policies. Such asset pools may not be considered as separate legal entities and any notional accounting shares of such pool shall not be considered as shares of the relevant Sub-Fund(s). Any such asset pool shall be formed by transferring to it cash or other assets (subject to such assets being appropriate in respect to the investment policy of the pool concerned) from each of the Participating Sub-Funds. Thereafter, the Management Company and the Fund may from time to time make further transfers to each asset pool. Assets may also be transferred back to a Participating Sub-Fund up to the amount of the participation of the Sub-Fund concerned. The portion of a Participating Sub-Fund in an asset pool shall be measured by reference to its percentage of ownership corresponding to notional accounting shares in the asset pool, which is calculated at each Valuation Day. This percentage of ownership shall be applicable to each and every line of investment held in the asset pool. This line-by-line detail of a Sub-Fund s portion of the pool is reflected in the accounts of that Sub- Fund. Such notional accounting shares shall be denominated in Euro or in such currency as the Management Company and the Fund shall consider appropriate and shall be allocated to each Participating Sub-Fund in an aggregate value equal to the cash, securities and other assets contributed. When additional cash or assets are contributed to or withdrawn from an asset pool, the percentage of ownership of all of the Participating Sub-Funds will be increased or reduced, as the case may be, to reflect the percentage of ownership change. Where a contribution is made in cash, it may be treated for the purpose of this calculation as reduced by an amount which the Management Company and the Fund consider appropriate to reflect fiscal charges and dealing and purchase costs which may be incurred in investing the cash concerned; in the case of cash withdrawal, a corresponding deduction may be made to reflect costs which may be incurred in realising securities or other assets of the asset pool. The Depositary shall at all times keep the Fund's assets segregated on its books and records from the assets of other co-managed entities and shall therefore be able at all times to identify the assets of the Fund and of each Sub-Fund. Dividends, interests and other distributions of income earned in respect of the assets in an asset pool will be applied to such asset pool and cause the respective net assets to increase. Upon the dissolution of the Fund or of the relevant Participating Sub-Funds, the assets in an asset pool will be allocated to the Participating Sub-Funds in proportion to their respective participation in the asset pool. 3. Investment Restrictions - Cross Investments between Sub-Funds - Special Techniques and Instruments 3.1. Investment Restrictions Each Sub-Fund shall be regarded as a separate UCITS for the purpose of this paragraph 3.1. The Fund may, with respect to each Sub-Fund, only invest in: a) 1. Transferable securities and money market instruments admitted to or dealt in on a Regulated Market as defined in article 4 of the European Parliament and the Council Directive 2004/39/EC of 21 April 2004 on markets on financial instruments; Investment Restrictions - Cross Investments between Sub-Funds - Special Techniques and Instruments 19

20 2. Transferable securities and money market instruments dealt in on another Regulated Market in a Member State of the European Union which operates regularly and is recognised and open to the public; 3. Transferable securities and money market instruments admitted to official listing on a stock exchange in a non-member State of the European Union or dealt in on another Regulated Market in a non-member State of the European Union which operates regularly and is recognised and open to the public provided that it is located in any country in Europe, North America, South America, Africa, Asia or Oceania; Recently issued transferable securities and money market instruments, provided that: (i) (ii) the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or to another Regulated Market which operates regularly and is recognised and open to the public, provided that it is located in any country in Europe, North America, South America, Africa, Asia or Oceania; such admission is secured within one year of issue; provided that investments in Debt Securities which are rated by approved Credit Rating Agency are made in accordance with Directive 2013/14/EU, and are namely subject to an independent credit risk assessment. In case of an impairment of credit quality of a Debt Security, identified through an internal credit risk assessment process or indicated by a change of a rating issued by an approved Rating Agency, corrective action must be taken when required by the investment policy of the relevant Sub-Fund. b) Units of UCITS authorised according to Directive 2009/65/EC and/or other UCI within the meaning of the first and second indent of Article 1, paragraph (2), point a) and b) of Directive 2009/65/EC, should they be situated in a Member State of the European Union or not, provided that: 1. Such other UCI are authorised under laws which provide that they are subject to supervision considered by the Supervisory Commission of the Financial Sector to be equivalent to that laid down in EU law, and that cooperation between authorities is sufficiently ensured; 2. The level of protection for unit-holders in such other UCI is equivalent to that provided for unitholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending, uncovered sales of transferable securities and money market instruments are equivalent to the requirements of Directive 2009/65/EC; 3. The business of the other UCI 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; 4. No more than 10% of the UCITS or the other UCI assets, whose acquisition is contemplated, can be, according to its constitutional documents, invested in aggregate in units of other UCITS or other UCIs. c) Deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than twelve months, provided that the credit institution has its registered office in a Member State of the European Union or, if the registered office of the credit institution is situated in a non-member State, provided that it is subject to prudential rules considered by the Supervisory Commission of the Financial Sector as equivalent to those laid down in EU law. d) Financial derivative instruments, including equivalent cash-settled instruments, dealt in on a Regulated Market referred to in sub-paragraph a), and/or financial derivative instruments dealt in over-the-counter (the OTC Derivatives ), provided that: 1. The underlying consists of instruments covered by, sub-paragraphs a) to e), financial indices, interest rates, foreign exchange rates or currencies, in which the UCITS may invest according to its investment objectives as stated in the UCITS constitutional documents, 2. The counter-parties to OTC Derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the Supervisory Commission of the Financial Sector, and Investment Restrictions - Cross Investments between Sub-Funds - Special Techniques and Instruments 20