Notice Of Information In Investment Associations, Specialised Associations, Professional Associations, Fåmandsforeningers And Hedge Associations Approved Prospectuses

Original Language Title: Bekendtgørelse om oplysninger i investeringsforeningers, specialforeningers, professionelle foreningers, godkendte fåmandsforeningers og hedgeforeningers prospekter

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Read the untranslated law here: https://www.retsinformation.dk/Forms/R0710.aspx?id=125588

Notice of information in investment associations, specialised associations, professional associations, approved fåmandsforeningers and hedge associations prospekter1)

Under section 74, paragraph 2, § 110 h, paragraph 2, § 113, section 114 (f), paragraphs 1 and 2, and section 132 (3) of the Act on investment associations and special associations and other collective investment schemes, etc., see. lovbekendtgørelse nr. 929 by 18. September 2008, as amended by Act No. 392 of 25. May 2009, fixed:

§ 1. A Union full prospectus must contain the information specified in §§ 2-5. A Union simplified prospectus shall contain the information referred to in article 9 of the basic regulation. However, paragraphs 2 and 3.

(2). A special Association full and simplified prospectuses must in addition to the information specified in paragraph 1 shall contain the information referred to in section 6.

(3). A hedge of Association and professional association full prospectus and simplified prospectuses must in addition to the Association a hedge the information specified in paragraph 1 shall contain the information referred to in section 7.

(4). An approved fåmandsforening shall only issue a simplified prospectus, see. § 9.

(5). A professional association shall only issue a full prospectus, see. sections 2-5, § 7 and § 8.

(6). The Association is divided into departments, listing particulars must, in addition to the common information for Association, also include information for each section divided by the foreseeable way. If there is created cooperative classes in a Department, listing particulars must, in addition, contain information about all characteristics of a foreseeable way cooperative classes.

(7). Prepares the Association instead a separate prospectus for each business unit or for a group of departments under one association, each prospectus contain the mentioned information.

§ 2. Board members must sign the full prospectus and declare,

1) to their knowledge the information contained in the prospectus is correct and not as a result of the omissions have distorted the picture, the prospectus must provide, and

2) that the prospectus you know contains any material information that may affect the Association's potential members as defined in § 3, nr. 7.

(2). Where it is not possible to obtain all Board members ' signatures, listing particulars must, as a minimum, be signed by the Chairman of the Board and a majority of Board members. The Board members who have not signed the prospectus, shall, not later than at the next Board meeting to sign this.

§ 3. A Union full prospectus shall contain at least the following information about the Association's relationship:

1) Association and any branches and cooperative classes names.

2) the Association's address.

3) Association's registration number in the FSA and CVR-NR.

4) date of the Association, any departments and cooperative classes Foundation respectively.

5) date of publication of the prospectus.

6) To the Association and any departments be approved or registered by the Danish financial supervisory authority, provided that such authorization or registration is not yet available.

7) Whom the Association receives funding from, see. § 4 (1) (8). 1, § 5 (1) (8). 1, § 111 (1). 1 or § 110 (a) (1). 1, of the Act on investment associations and special associations and other collective investment schemes, etc., including a profile of the typical member association, Department or cooperative classes receive funds from.

8) Board members ' names and their main employment by an indication of their position, employment and employment or residence address.

9) the name of the Corporation's Director (directors) or the name of the Corporation's investment management company and CVR-NR. and the name of this company's Director (directors).

10) the approved auditor (Auditors) name (names) as well as the authorised audit company (audit companies) name (names) and address (addresses) and CVR-NR.

11) Name, address and registration No. at the Association's depot company and information on the content of the agreement with the depot company. The information shall include a description of the service, the price for the service and the agreement's termination notice. If the Association's depot company owns shares in the Corporation's investment management company, must be disclosed, indicating the size of its stake.

12) Names and addresses of companies, as the Association has entered into an agreement with for advice and an indication of their principal place of business, as well as information about whether an adviser is the Association's depot company or is a company, which is consolidated with depot company or investment management company. If the Advisor is the Association's depot company or a company that is consolidated with depot company or investment management company, the contents of the agreement disclosed. The information shall include a description of the service, the price for the service and the agreement's termination notice.

13) whether or not the Association has entered into an agreement on the promotion and dissemination of the Corporation's shares with the Association's depot company or a company that is consolidated with depot company or investment management company. If this is the case, the contents of the agreement disclosed. The information shall include a description of the service, the price for the service and the agreement's termination notice.

14) To the annual report presented in accordance with the applicable notice of financial reports for investment funds and specialist associations, etc., or in accordance with the Act on investment associations and special associations and other collective investment schemes, etc., § 55, with regard to professional associations.

15) Association, Department or cooperative classes so far yield indicated in € per share and a percentage for the last 5 years.

16) Association, Department or cooperative classes so far earnings per 100 DKK's share for the last 5 years and a warning against drawing conclusions about the upcoming result.

17) Association, Department or cooperative classes so far total administration costs as a percentage of average assets (indirect cost%) for the last 5 years.

18) the Association's or the Department's assets, as well as the value of the part of the Department's fortune as each class entitled to a return of the cooperative in accordance with the most recent annual report or the latest half-yearly statement.

19) Size, or the size of remuneration to the Board of Directors of the budgeted, executive management or investment management company and the Danish financial supervisory authority specified on individual records. By updating information on the size of the salaries also in the last annual report specified on individual records.

20) If the Association or the Department invests a significant proportion of its assets in shares of other associations or departments or other collective investment undertakings referred to in article 6. section 90 of the Act on investment associations and special associations and other collective investment schemes, etc., shall indicate the maximum association management fees that may be levied by the Association, Department or cooperative classes themselves. The Association or the Department shall also indicate the maximum management fees for the other associations, departments or cooperative classes, as the Association is investing in.

21) Where the Corporation's or the Department's annual report and half-yearly statement handed out.

22) whether or not the Association, Department or cooperative classes are certificate issuing or custodian.

23) whether or not the Association, Department or cooperative classes issuing physical evidence, or whether the evidence shall be issued through and be registered in a central securities depository, when Association, Department or cooperative classes are certificate issuing.

24) whether or not the Association, Department or cooperative classes are distributing or accumulating.

25) The tax rules that apply to the Association, Department or cooperative classes, as well as a general description of how the Association's, Department's or cooperative classes return is taxed at the different member types.

26) of the statutes of the Association, or provision for the Department's administrative costs, see. § 10 (1) (8). 24, in the Act on investment associations and special associations and other collective investment schemes, etc.

27) provision of the statutes on members ' right to vote, in accordance with article 3. § 10 (1) (8). 11 of the Act on investment associations and special associations and other collective investment schemes, etc.

28) Under what circumstances the general Assembly can decide to dissolve the Association, Department or cooperative classes.

29) How a member can move his investment from one organization or Department to another or between cooperative classes in the same section, and the costs associated therewith.

§ 4. A Union full prospectus shall contain at least the following information about shares:

1) Where shares can be acquired and whether there is a possible drawing emission period, as well as to the Association or the Department then has continuous emission without fixed highest amount, see. However, section 6 (3) and (4) and section 7.

2) How emission price fixed, including how much of the issue price which is estimated to go for the cost of the Association, the Department's cooperative classes or purchase of securities, management, depot corporate functions, dissemination, marketing and member brokerage costs, etc., specified on the individual entries.

3) and the deadline for payment for the extradition or registration in VP Securities a/s of shares.


4) the amount of the Association's, Department's or cooperative classes fortune by beginning the emission specified in mio. DKK or a statement that there is an unconditional guarantee in accordance with the Act on investment associations and special associations and other collective investment schemes, etc. By updating of the prospectus, this information can be omitted.

5) The size and minimum deposits, if the minimum deposit differs from the size.

6) name of the person or the regulated markets or other regulated markets, as the shares are admitted to trading on or will be attempted admitted to trading.

7) Shares any fund codes.

8) Where shares can be registered in the name, when the Association, Department or cooperative classes are certificate issuing.

9) members ' redemption rights, including cases in which redemption may be exposed, and for special associations about applicable restrictions in redemption right, see. § 48, paragraphs 2 to 4, of the Act on investment associations and special associations and other collective investment schemes, etc.

10) Method for the determination of the redemption price, see. rules laid down by the Danish financial supervisory authority in accordance with article 48, paragraph 5, of the Act on investment associations and special associations and other collective investment schemes, etc.

11) publication of the emission and the redemption price or intrinsic value, see. Act on investment associations and special associations and other collective investment schemes, etc. § 77 and section 114 d, paragraph 3, as well as information on how publication takes place.

12) If applicable restrictions on members ' right to resale of the shares.

13) how often the Association, Department or cooperative classes pays dividends, including whether or not the Association, Department or cooperative classes contains tax on any dividends to members.

14) where the Association, Department or cooperative classes after the statutes may allocate, provision of assets to ensure a stable cash distribution percentage.

15) If the Association, Department or cooperative classes can or must issue shares without entitlement to dividend until the annual general meeting, including how emission and the redemption price of such shares shall be fixed.

16) what facilities are available for payouts to members or redemption of the shares and the dissemination of information about the Association, Department or cooperative classes. If the shares are marketed in another Member State within the European Union or in countries with which the community has concluded an agreement with the financial area, the above mentioned information is provided with regard to this country, and the prospectus to be published there, must contain this information.

§ 5. A Union full prospectus shall contain at least the following information about the Corporation's or the Department's investment policy:

1) Association's or Department's funds are to be deposited in accordance with the rules laid down in Title IX, X, X a, respectively, section XI of the Act on investment associations and special associations and other collective investment schemes, etc.

2) which markets the Association's or Department's funds be placed at. The market must be indicated by its official name. In the case of a market situated in another Member State within the European Union or in countries with which the community has concluded an agreement with in the financial sphere, or a market that is a member of the World Federation of Exchanges, or there are Full Members or Associate Members of the Federation of European Securities Exchanges (FESE), this information can replace the indication of the name of the individual markets.

3) Association's or Department's investment objectives, including a statement of the instruments of the Association or the Department's funds placed in. This report must include information about any benchmark and any other elements involved in the investment policy, and in which geographic regions, industrial sectors and business sizes the Association's or Department's funds placed in the instruments shall be selected on the basis of. if their credit-related rating, the investment restrictions , the Association or the Department has compared to the rating, also described in the statement. The statement can be listed in an annex to be attached as a part of the prospectus. § 2 shall also apply to the annex.

4) If created cooperative classes in a Department listing particulars must inform each cooperative class characteristics, including with information on the

(a)) which currency cooperative class is denominated in,

(b)) what type of investors cooperative class marketed opposite,

c) emission allowances and deductions, redemption

d) administration costs, consultancy costs and marketing costs,

(e)) the used price calculation method,

f) how large a share of the Cooperative Association of the class property, can apply to class specific assets

g) distribution profile,

h) minimum investment,

I) characteristics covered by § 3, paragraph 2, of the Executive order on cooperative classes in mutual funds, specialist associations, professional associations, approved fåmandsforeninger and hedge funds, and

j) If a section has class specific assets, it must be apparent what the purpose is, and what impact it has on the individual cooperative class investment policy.

5) the past five years of performance of the benchmark, if any is used, as well as the Association's, Department's or cooperative classes performance for comparison.

6) whether or not the Association, Department or cooperative classes may use derivative financial instruments. Furthermore, it must be stated whether the derivative financial instruments can be applied to covered or uncovered basis, and what possible impact the use of derivative financial instruments on the risk profile.

7) the risks associated with the Corporation's, Department's or cooperative classes proposed or already made investments, including whether there are likely large fluctuations in the net value of the Corporation's, Department's or cooperative classes fortune as a result of the portfolio composition or the investment strategy used.

8) measures the Association, Department or cooperative classes have taken to maintain its risk profile.

9) the States public authorities or public international bodies issuing or guaranteeing securities in which the Association or a Department intends to invest more than 35% of its assets.

§ 6. Besides it in sections 2-5 referred to a special Association prospectus contain information on whether the Association is a placement Association, a money-market fund, an investment institution Association or a business development association.

(2). In addition, business development associations prospectuses contain the following information:

1) Principles for valuation of shares are not traded on a regulated market, and shares, as well as for UPS and downs of these.

2) To the Corporation's or the Department's investments in equity securities of companies that are not traded on a regulated market, are generally more risky than investment in securities traded on a regulated market.

3) stipulate that the Association Statutes, Department or cooperative classes are not open to emissions, and that no Member may require it redeemed.

4) Any general decisions on emission and/or redemption pursuant to the Act on investment associations and special associations and other collective investment schemes, etc., section 10, paragraphs 3 and 4.

5) Information about the Association will have the opportunity to enter into ' lock-up ' appointments and own the shares, which traded on a regulated market, exceeding the limits in section 93 (1). 1, of the Act on investment associations and special associations and other collective investment schemes, etc., for a period of up to 1 year after the industrial sale of portfolio company or the company's admission to trading on a regulated market referred to in article 6. § 109 (4) and (5) of the Act on investment associations and special associations and other collective investment schemes, etc.

§ 7. Besides it in sections 2-5 referred to a hedge of Association and a professional association, the prospectus shall contain information on the Association, Department or cooperative class risk framework. A prospectus must also contain information Association hedge about how often the Association issues and redeems shares in the Association. A hedge of Association and a professional association's prospectus must also contain information about how the internal value is calculated in the case where it is not possible to calculate intrinsic value on the basis of current prices.

(2). In addition, a hedge of Association and a professional association's prospectus contain information about any exceedances of the Association, Department or cooperative class risk framework and any Board decisions for the past 5 years amending the Association's risk framework, including changes that have not yet entered into force. This information may be given in an annex to the prospectus. § 2 shall also apply to the annex.

§ 8. The Association's bylaws must be annexed to the full prospectus as a component of this.


§ 9. In addition to the full prospectus to be a Association prepare a simplified prospectus, see. However, section 1, paragraph 4. The simplified prospectus should give the most important information about the Association and its possible branches and cooperative classes on a clear, synthesis and easily understandable way. The simplified prospectus may be annexed to the full prospectus as a part that can be removed, or as part of the marketing material in General.

(2). § 2 (1) (8). 1 and 2, shall also apply to the simplified prospectus.

(3). The simplified prospectus shall contain in summary form shall contain at least the information referred to in section 3, nr. 1-5, 7, 9-14, 16, 19, 22, 24-26, 29, § 4, no. 1-3, 5, 9 to 13, 15, and section 5, no. 1, 3-4, 6-8, for special associations also § 6 and § 7 of the hedge funds as well.

(4). The simplified prospectus shall further contain an indication of the FSA as the competent supervisory authority indicating the address, phone number, fax number and website.

(5). Finally, the simplified prospectus must include a statement that the Association's and the Department's full prospectus and the annual report and half-yearly financial statement may be obtained for free by contacting the Association.

(6). The Association's or Department's full prospectus may not be replaced by the simplified prospectus.

§ 10. Violations of sections 1-6, section 7, paragraph 1 and paragraph 2, 1. and (3). paragraph, section 8 and section 9, paragraph 1 1. and 2. paragraphs, and paragraphs 2 to 6 are punishable by a fine.

§ 11. The notice shall enter into force on the 1. July 2009.

(2). At the same time repealed Executive Order No. 715 of 21. June 2007 on information in investment associations, specialised associations, professional associations, fåmandsforeningers and hedge associations approved prospectuses.
The Danish financial supervisory authority, the 25. June 2009 Ulrik Nødgaard/Anne Marie Pico Official notes 1) Ordinance contains provisions implementing Council Directive 85/611/EEC of 20. December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS investment services), (Official Journal 1985, nr. L 375, p. 3), as partially amended by European Parliament and Council Directive 2001/107/EC of 21. January 2002 with a view to regulating management companies and simplified prospectuses (Official Journal 2002, nr. L 41, p. 20), and European Parliament and Council Directive 2001/108/EC of 21. January 2002 with regard to investments of UCITS (Official Journal of the European communities, 2002, nr. L 41, p. 35), Council Directive No. 88/220/EEC of 22. March 1988 (Official Journal 1988, no. L 100, p. 31) (modified investment policy), the European Parliament and of the Council Directive No. 95/26/EC of 29 April 2004. June 1995, (Official Journal 1995, nr. L 168, p. 7) (strengthening of supervision –» BCCI directive ') and parts of the European Parliament and Council Directive No. 2004/39/EC of 21. April 2004 on markets in financial instruments, amending Council directives 85/611/EEC (Official Journal of the European Union 2004 nr. L 145, p. 1) (MIFID).