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Notice of unit holder meeting in SKAGEN Avkastning
SKAGEN AS (SKAGEN) is the manager of the fixed income fund SKAGEN Avkastning. The fund invests in interest-bearing transferable securities and money market instruments issued or guaranteed by governments and/or issued by financial institutions in Norway or globally.
Unit holders in SKAGEN Avkastning are hereby invited to attend a unit holder meeting to consider the proposal to amend § 3 Rules for the investment of the Fund's assets as well as § 5 Costs in the fund's Articles of Association.
The proposed amendments to the Articles of Association were considered and unanimously approved by SKAGEN's Board of Director's on 8 June 2022.
The unitholder meeting will be held at SKAGEN’s offices at Skagen 3 (Torgterrassen 5th floor), Stavanger, Norway on 24 June 2022 at 14:00.
1. Background and reasoning for the amendments to § 3 and § 5 of the Articles of Association
SKAGEN Avkastning is one of several funds included in the portfolio of fixed income and bond funds offered by companies in the Storebrand group. In light of this, SKAGEN Avkastning's mandate has been assessed, with the result that certain changes have been proposed to strengthen the product range. This entails a need to amend § 3 Rules for the investment of the Fund's assets in the Articles of Association.
SKAGEN's Board of Director's has also decided to transfer the management of SKAGEN Avkastning to Storebrand Asset Management AS. This is expected to take place during the third quarter of 2022. The fund will henceforth be managed by Per Inge B. Heggem and Ola Bjerkestrand Moe who have been with Storebrand Asset Management for six and twelve years, respectively.
Following the proposed amendment to the Articles of Association, the fund's mandate will have several characteristics in common with the mandate of Storebrand Kreditt, which is managed by Heggem.
Storebrand Asset Management offers an exceptional environment for macroeconomic analysis and fixed income management and is one of the leading fixed income managers in Scandinavia. As a result of the proposed amendments to the mandate, clients in SKAGEN Avkastning will benefit further from this professional environment.
As a result of more efficient portfolio management, the proposal has been made to reduce the fund's fixed management fee from 0.5% to 0.4% per year in § 5 Costs in the Articles of Association.
2. Proposal for amendment to the Articles of Association
Appendix 1 provides an overview of the current wording of § 3 and § 5 of the Articles of Association as well as the new wording following the proposed amendments. The full proposal for the revised Articles of Association and updated prospectus is available on SKAGEN's website (www.skagenfunds.com).
2.1 Amendment to § 3 Rules for the investment of the Fund's assets
2.1.1 § 3.1 The Fund’s investment area and risk profile
It is proposed that § 3.1 is amended as follows:
The fund is a bond fund that primarily invests in Norwegian and Nordic interest-bearing transferable securities. The fund may also invest a proportion of its assets in issuers outside the Nordic region. Details of the Fund’s investment mandate are given in the prospectus. The Fund is
normally characterised by a relatively low to moderate fluctuation risk (volatility). The risk profile is set out in detail in the Fund’s Key Investor Information Document.
The change is proposed to clarify that SKAGEN Avkastning mainly invests in Norwegian and Nordic interest-bearing transferable securities, but that it may also invest a proportion of the portfolio in issuers outside the Nordic region.
Further details about the fund's investment mandate are set out in clause 4 of the Articles of Association in the prospectus. The updated prospectus will state that investments in issuers outside the Nordic region may amount to a maximum of 30% of the fund, while fixed income securities in currencies other than Norwegian kroner (NOK) may not exceed 40% of the fund.
The risk indicator will change from "relatively low" to "relatively low to moderate". This is due to a somewhat increased credit risk as a result of changes to sections 4, 6 and 7 of the prospectus. The proportion of securities that are investment grade, i.e. BBB- or better, is reduced from 80% to 75%. The proportion that may be invested in fixed-income securities will correspondingly increase from 20% to 25%. Maturity (duration) of the investments is increased from 0-3 years to 0-5 years.
2.1.2 § 3.2 General information about the investment area
It is proposed that § 3.2 of the Articles of Association be amended by ticking "yes" under the section on investing in other mutual funds, in order to specify that the fund may not invest more than 10 percent in other mutual funds. This harmonises with section 4 in the prospectus, and also reflects how the fund has been managed.
The last paragraph under § 3.2 states that the expected risk and return remain unchanged or reduced as a result of derivative investments. This is in order to emphasise that derivative investments do not necessarily reduce risk and return.
2.2 § 5 Costs
The Board proposes reducing the fixed management fee from 0.5% to 0.4% per year as a result of more efficient portfolio management.
3. Consequences of the amendments to the articles of association
The credit risk in SKAGEN Avkastning will increase somewhat as a result of the change to the mandate. This is due to the increased proportion of fixed-income securities whose credit quality is lower than BBB and the extended maturity (duration) of investments from 0-3 years to 0-5 years (see section 6 in the prospectus). The fund will maintain its risk profile 2 on a scale from 1 to 7, but will be at the upper end of this risk profile.
Following the proposed amendments to the Articles of Association, the management fee for SKAGEN Avkastning will be reduced from 0.5% to 0.4% per year.
To reflect the changes in the mandate, the fund will have a new benchmark index in section 6 of the prospectus. This is a combined index consisting of NBP Norwegian RM3 Floating Rate Index NOK (92%) and NBP Norwegian HY Aggregated Index NOK Hedged (8%).
While the portfolio management of SKAGEN Avkastning will be transferred to Storebrand, unit holders will remain clients of SKAGEN. Clients will continue to receive newsletters, monthly reports and invitations to relevant events from us. The current portfolio manager of SKAGEN Avkastning, Sondre Solvoll Bakketun, will remain in the SKAGEN portfolio management team.
4. Unit holder meeting and voting
Decisions regarding the amendment to the Articles of Association will be taken by the fund’s unitholders during the unitholder meeting, which will be held at SKAGEN’s offices at Skagen 3, Torgterrassen, 5th floor, Stavanger, Norway on 24 June 2022 at 14:00.
The agenda for the unitholder meeting will be:
- Election of chairman and two unitholders to countersign the minutes
- Presentation of the rationale behind the amendments to the Articles of Association by Director of Product Management, Arild Risanger Sunde
- Review of submitted questions from unitholders
- Voting on the proposal to amend the Articles of Association
At the unitholder meeting, each unit will carry one vote. Holdings as of 22 June 2022 will be the basis for the number of votes.
Votes at the unitholder meeting may be cast in person or by proxy. Proxy forms may be obtained on SKAGEN's website or by contacting Customer Services. Please remember to bring your ID and, if applicable, your company certificate.
In order to implement the proposed amendments to the Articles of Association, it is required that a minimum of 75 percent of the units represented at the unit holder meeting, by attendance or advance vote, vote in favour of the change. Provided that the proposed amendments are approved by the unit holders' meeting, the Norwegian Financial Supervisory
Authority shall check that the law's requirements for the content and procedures for amending Articles of Association are met. The change will take effect when the Norwegian Financial Supervisory Authority has approved the amendments to the Articles of Association, and the implementation will be announced on SKAGEN's website.
In the period between the announcement and implementation, the law requires that redemption of units be free of charge. None of SKAGEN's funds has a fee for redemptions, and therefore meets the law's conditions for fee-free redemption.
Advance voting and registration
Votes may be cast in advance by sending the ballot by email to email@example.com or by post to SKAGEN AS, P.O. Box 160, 4001 Stavanger, Norway. Ballots may be obtained on SKAGEN's website.
Advance voting ballots must be received by SKAGEN no later than 22 June 2022.
You may register to attend the unitholder meeting by sending an email to firstname.lastname@example.org or by post to SKAGEN AS, P.O. Box 160, 4001 Stavanger, Norway. Registration must be received by SKAGEN no later than 22 June 2022.
Do you have any questions?
For questions related to the suggested amendments to the Articles of Association or regarding the unitholder meeting, please contact SKAGEN at email@example.com or call +47 51 80 39 00.
Unitholders are entitled to discuss issues related to the changes to the Articles of Association during the unitholder meeting. Questions must be directed to SKAGEN’s Board of Directors in written format within a week of the meeting being held. Please use the following email address: firstname.lastname@example.org
The unitholder meeting may not make any decisions that are binding to the fund or the management company, apart from the amendments to the Articles of Association.
The Board of Directors of SKAGEN AS Jan Erik Saugestad Chairman of the Board