Statutory Order on Investment Funds and Related Matters

Statutory Order on the Act on Investment Funds and Related Matters 1)

This statutory order promulgates the Act on Investment Funds and Related Matters, pursuant to Statutory Order No. 1163 of 13 November 2024, with the amendments resulting from Section 7 of Act No. 1666 of 30 December 2024, Section 16 of Act No. 1668 of 30 December 2024, and Section 3, items 2, 3, 7, 21, 34, 37, 40, 44-46, 50-52, 55, 57, and 59, of Act No. 712 of 20 June 2025.

The amendment resulting from Section 3, item 42, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers and Related Matters, the Act on Investment Funds and Related Matters, the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structures, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information, etc.), has not been incorporated into this statutory order, as this enters into force on 1 March 2026, pursuant to Section 22, subsection 5, of Act No. 712 of 20 June 2025.

1. The Act contains provisions implementing Commission Directive 2007/16/EC of 19 March 2007 on the implementation of Council Directive 85/611/EEC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards the clarification of certain definitions, Official Journal of the European Communities 2007, No. L 79, page 11, 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) (UCITS Directive), as amended by Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 amending certain directives as regards the establishment of the common European access point and its functioning, Official Journal of the European Union, L of 20 December 2023, Official Journal of the European Communities 2009, No. L 302, page 32, Commission Directive 2010/43/EU of 1 July 2010 on the implementation of Directive 2009/65/EC of the European Parliament and of the Council as regards organisational requirements, conflicts of interest, sound business practices, risk management and the content of the agreement between a depositary and an management company, Official Journal of the European Communities 2010, No. L 176, page 42, Commission Directive 2010/44/EU of 1 July 2010 on the implementation of Directive 2009/65/EC of the European Parliament and of the Council as regards certain provisions on mergers of funds, master-feeder structures and the notification procedure, Official Journal of the European Communities 2010, No. L 176, page 28, parts of Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 amending Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards depositary functions, remuneration policies and sanctions, Official Journal of the European Communities 2014, No. L 257, page 186 (UCITS V Directive), parts of Directive 2015/849/EU of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing, amending Regulation (EU) 2012/648/EU and repealing Directives 2005/60/EC and 2006/70/EC (4th Anti-Money Laundering Directive), Official Journal of the European Communities 2015, No. L 141, page 73, parts of Directive 2017/828/EU of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term active ownership, Official Journal of the European Communities 2017, No. L 132, page 1, parts of Directive 2018/843/EU of the European Parliament and of the Council of 30 May 2018 amending Directive (EU) 2015/849 on the prevention of the
   use of the financial system for the purpose of money laundering or terrorist financing and amending Directives 2009/138/EC and 2013/36/EU, Official Journal of the European Communities 2018, No. L 156, page 43, and parts of Directive 2019/1160/EU of the European Parliament and of the Council of 20 June 2019, Official Journal of the European Communities 2019, No. L 188, page 106, and parts of Commission Delegated Directive (EU) 2021/1270 of 21 April 2021 amending Directive 2010/43/EU as regards the sustainability risks and sustainability factors to be taken into account in relation to undertakings for collective investment in transferable securities (UCITS), Official Journal of the European Communities 2021, No. L 277, page 141. The Act also includes certain provisions from Commission Regulation (EU) No 583/2010 of 1 July 2010 on the implementation of Directive 2009/65/EC of the European Parliament and of the Council as regards central investor information and the conditions to be met when central investor information or the prospectus is provided on another durable medium than paper or via a website, Official Journal of the European Communities 2010, No. L 176, page 1, Commission Regulation (EU) No 584/2010 of 1 July 2010 on the implementation of Directive 2009/65/EC of the European Parliament and of the Council as regards the form and content of the standard model for the notification letter and declaration of the UCITS, use of electronic communication between competent authorities in connection with notifications and procedures for on-the-spot checks and investigations, and exchange of information between competent authorities, Official Journal of the European Communities 2010, No. L 176, page 16, Regulation (EU) No 2017/1131 of the European Parliament and of the Council of 14 June 2017 on money market funds, Official Journal of the European Communities 2017, No. L 169, page 8, Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012, Official Journal of the European Communities 2017, No. L 347, page 35, Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs), Official Journal of the European Communities 2014, No. L 352, page 1, and Regulation (EU) 2023/2869 of the European Parliament and of the Council of 13 December 2023 amending certain regulations as regards the establishment of the common European access point and its functioning, Official Journal of the European Union, L of 20 December 2023. According to Article 288 of the TFEU, a regulation applies directly in each Member State. The reproduction of these provisions
   in the Act is therefore solely justified by practical considerations and does not affect the direct validity of the regulations in Denmark.

18 November 2025. 2 No. 1494.

The amendments resulting from Section 3, items 1, 4-6, 8-20, 22-33, 36, 41, 43, 47-49, 56, and 60, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers and Related Matters, the Act on Investment Funds and Related Matters, the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structures, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information, etc.) have not been incorporated into this statutory order, as these enter into force on 16 April 2026, pursuant to Section 22, subsection 6, of Act No. 712 of 20 June 2025.

The amendments resulting from Section 3, items 53, 54, and 58, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers and Related Matters, the Act on Investment Funds and Related Matters, the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structures, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information, etc.) have not been incorporated into this statutory order, as these enter into force on 2 July 2026, pursuant to Section 22, subsection 7, of Act No. 712 of 20 June 2025.

The amendments resulting from Section 3, items 35, 38, and 39, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers and Related Matters, the Act on Investment Funds and Related Matters, the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structures, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information, etc.) have not been incorporated into this statutory order, as these enter into force on 10 January 2028, pursuant to Section 22, subsection 11, of Act No. 712 of 20 June 2025.

Section I
General Provisions
Chapter 1
Scope of Application
Section 1. This Act applies to collective investment schemes that are Danish UCITS.
Subsection 2. Danish UCITS include:

1. Investment funds.
2. Companies for investment with variable capital (SIKAVs).
3. Securities funds.
   Subsection 3. Danish UCITS may be:
4. Master institutions.
5. Feeder institutions.
6. Money market funds, money market SIKAVs, and money market funds.
7. Short-term money market funds, short-term money market SIKAVs, and short-term money market funds.
   Subsection 4. Chapter 4 and Sections 29, 161, 162, 167-171, 178, 179, 182, and 184-187 apply to the marketing in this country of foreign UCITS.
   Subsection 5. Sections 48a-48d apply only to investment funds that have not delegated the daily management to an investment management company or an administration company.

Chapter 2
Definitions
Section 2. In this Act, the following terms are defined as:

1. Financial instruments:
   a) Securities. b) Money market instruments. c) Shares issued by Danish UCITS and investment institutions, pursuant to Section 143, subsection 1, items 2 and 3. d) Derivative financial instruments. e) Deposits in credit institutions.
2. Securities:
   a) Shares and other securities which are equivalent to shares. b) Bonds and other forms of standardized debt instruments (debt securities). c) All other transferable securities which give the right to acquire such securities by subscription or exchange.
3. Money market instruments: Financial instruments which are normally dealt in on the money market, are liquid, and can be valued at any time, pursuant to Sections 139 and 140.
4. UCITS: An investment institution which has been authorized in accordance with rules implementing 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) (UCITS Directive), and which, pursuant to Article 1, subsection 3, of the Directive, may be established:
   a) by agreement as investment funds administered by investment management companies or administration companies (in Denmark: securities funds), b) as trusts (unit trusts), or c) by statutes as investment companies (in Denmark: investment funds and companies for investment with variable capital (SIKAVs)).
5. The home country of an investment institution (UCITS): The EU Member State or the country with which the Union has concluded an agreement in the financial area, where the investment institution has obtained authorization pursuant to Article 5 of 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) (UCITS Directive).
6. The host country of an investment institution (UCITS): An EU Member State or a country with which the Union has concluded an agreement in the financial area, which is not the investment institution's home country, and where the shares in the investment institution are marketed.
7. Investment management company: A company which has been authorized as an investment management company pursuant to Section 10 of the Act on Financial Business.
8. Administration company: A company which may administer UCITS (in Denmark: investment management companies).
9. Home country of the administration company: The EU Member State or the country with which the Union has concluded an agreement in the financial area, where the administration company has its registered office.
10. Host country of the administration company: An EU Member State or a country with which the Union has concluded an agreement in the financial area, which is not the administration company's home country, and where the administration company has a branch or provides services.
11. Depositary: A credit institution with its registered office in this country or a branch located in this country of a corresponding foreign credit institution with its registered office in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and depositaries, pursuant to Article 2, subsection 1, point (a), of 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) (UCITS Directive) for UCITS with their home in other EU or EEA countries, which have been entrusted with:
    a) all of a UCITS' financial assets, and b) the tasks set out in Sections 106-107b of the Act on Financial Business and Chapter IV of 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 by Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 amending Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards depositary functions, remuneration policies and sanctions.
12. Credit institution: A business whose business consists of receiving deposits or other repayable funds from the public and lending for its own account.
13. Parent undertaking: An undertaking which has one or more subsidiary undertakings.
14. Subsidiary undertaking: An undertaking over which a parent undertaking has dominant influence.
15. Group: A parent undertaking and its subsidiary undertakings, pursuant to Sections 5a and 5b of the Act on Financial Business.
16. Regulated market: A market which is covered by Article 4, subsection 1, item 21, of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments.
17. Other market: A market which is regulated, regularly operating, recognized, and public, but which is not covered by the definition in Article 4, subsection 1, item 21, of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments.
18. OTC market: A market for the trading of financial instruments which is not covered by the markets mentioned in items 16 and 17.
19. Close links:
    a) Direct or indirect links of the type specified in item 15, b) capital interests, meaning a company's direct or indirect holding of 20 percent or more of the voting rights or capital in a company, or c) the common link of several companies or persons, pursuant to point (a), with a company.
20. Master institution: A UCITS, pursuant to item 4, including a Danish UCITS or a branch thereof, which:
    a) has at least one feeder institution, pursuant to item 21, among its investors, b) is not itself a feeder institution, and c) does not invest in a feeder institution.
21. Feeder institution:
    a) A UCITS, pursuant to item 4, or a branch thereof, which has authorization in its home country to invest at least 85 percent of its assets in shares of another UCITS, or b) a Danish UCITS or a branch thereof, which has authorization pursuant to Section 12, subsection 2, or Section 15, subsection 4, Section 16, subsection 4, or Section 17, subsection 4.
22. Master-feeder structure: A feeder institution and the master institution into which the feeder institution has invested.
23. Competent authorities: The authorities which the individual EU Member States or a country with which the European Union has concluded an agreement in the financial area have designated pursuant to Article 97 of Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (UCITS Directive).
24. Capital association: An association which is covered by Chapter 23 of the Act on Alternative Investment Fund Managers and Related Matters.
25. Beneficial owner: A natural person who ultimately directly or indirectly owns or controls a sufficient part of the ownership interests or voting rights, or who exercises control by other means, excluding owners of investment funds or SIKAVs, whose shares are traded on a regulated market or a corresponding market subject to disclosure obligations in accordance with EU law or corresponding international standards.
26. Variable remuneration: Remuneration schemes where the individual value is not known in advance.
27. Sustainability risk: Sustainability risk as defined in Article 2, item 22, of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector.
28. Severance pay: Any form of payment to which the recipient is entitled in connection with their departure, which does not:
    a) constitute salary or value of staff benefits during the notice period, b) constitute reasonable compensation for assuming non-compete clauses or investor clauses, or c) follow from mandatory legislation.

Section II
Authorization, Approval of Statutes, Depositary, Exclusive Right, and Master-Feeder Structure
Chapter 3
Authorization for Danish UCITS, Approval of Statutes, etc.
Danish UCITS and Master Institutions
Section 3. Companies must have authorization from the Danish Financial Supervisory Authority as Danish UCITS, pursuant to Section 4, in order to carry out business which:

1. consists of:
   a) receiving funds from a wide circle or the public, which are placed in financial instruments in accordance with the rules in Chapter 14, observing a principle of risk spreading, or b) as a master institution, pursuant to Section 2, item 20, either receiving funds from a wide circle or the public and having a feeder institution among its investors or having at least two feeder institutions as investors, and placing the funds in financial instruments observing a principle of risk spreading in accordance with the rules in Chapter 14, and
2. consists of redeeming the investor's share of the assets with funds derived from the assets at the investor's request.
   Subsection 2. A Danish UCITS which receives funds as a master institution:
3. may not itself be a feeder institution,
4. must notify the Danish Financial Supervisory Authority of the name of each of the feeder institutions from which it receives funds within 3 working days, and
5. must ensure that the feeder institution, its investment management company or administration company, its depositary, and the competent authorities have timely access to all information required by the Act or other rules issued to implement 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) (UCITS Directive).
   Subsection 3. Danish UCITS and foreign UCITS which have followed the procedure, pursuant to Section 27, subsection 1, have the exclusive right to address a wide circle or the public with a view to receiving funds for business as mentioned in subsection 1.
   Subsection 4. Investment funds may only carry out business as mentioned in subsections 1 and 3 and Section 26, and have the exclusive right and duty to use "investment fund" in their name in letters and on other business papers, including electronic messages, and on the fund's website, pursuant to Section 4, subsection 2. Other companies may not use names or designations likely to create the impression that they are investment funds. Subsection 5. SIKAVs may only carry out business as mentioned in subsections 1 and 3 and Section 26, and have the exclusive right and duty to use the designation SIKAV in the company's name in letters and on other business papers, including electronic messages, and on the company's website, pursuant to Section 4, subsection 2. Other companies may not use names or designations likely to create the impression that they are SIKAVs. Subsection 6. Securities funds may only carry out business as mentioned in subsections 1 and 3 and Section 26, subsection 1, and have the exclusive right and duty to use the designation securities fund in the securities fund's name in letters and on other business papers, including electronic messages, and on the securities fund's website, pursuant to Section 4, subsection 2. The duties in the first sentence rest, pursuant to Section 8, subsection 4, on the investment management company or administration company administering the securities fund. Other companies may not use names or designations likely to create the impression that they are securities funds.

18 November 2025. 4 No. 1494.

Subsection 7. The Danish Financial Supervisory Authority forwards the information mentioned in subsection 2, item 2, to the competent authorities in another Member State within the European Union or a country with which the Union has concluded an agreement in the financial area, when the feeder institution has its home there.

Feeder Institutions
Section 4. Danish UCITS must, in addition to authorization under Section 3, have authorization from the Danish Financial Supervisory Authority as a feeder institution before the individual branches of the Danish UCITS can invest at least 85 percent of their assets in shares of a branch of another UCITS (master institution). The Danish Financial Supervisory Authority's authorization must include authorization for the Danish UCITS (the feeder institution) to invest more than 20 percent of its assets in the relevant master institution.
Subsection 2. Danish UCITS which are feeder institutions may only carry out business as mentioned in subsection 1 and Section 26.
Subsection 3. The feeder institution, its investment management company, or its administration company is obliged to send the feeder institution's depositary all necess...