Swiss Life hat uns darüber informiert, dass folgende Fonds zum 25. August 2014 fusionieren. Dies bedeutet, dass die Anteile des „abgebenden Fonds“ in einem von der KAG vorgegebenen Verhältnis in den „aufnehmenden Fonds“ aufgehen. Dieses Umtauschverhältnis wird von der KAG am Fusionstag bekannt gegeben.
| Abgebender Fonds | WKN | Aufnehmender Fonds | WKN |
|---|---|---|---|
| SLF (LUX) Portfolio Euro Zone Balanced (EURO) C | 921194 | Swiss Life Funds (LUX) Portfolio Global Balanced Harmony (EUR) R Cap | A0Q4AJ |
| Swiss Life Funds (LUX) Equity Europe I Cap | A0Q399 | Swiss Life Funds (LUX) Equity Euro Zone R Cap | 921200 |
| Swiss Life Funds (LUX) Equity Europe R Cap | A0Q4AA | Swiss Life Funds (LUX) Equity Euro Zone R Cap | 921200 |
| SLF (LUX) Equity Global Diversified R Cap. | A0Q4AC | SLF (LUX) Equity Global High Dividend R Cap. EUR | A0YDZW |
Die letzte Ausgabe und Rücknahme von Anteilen des „abgebenden Fonds“ wird über die FFB am 11. August 2014 stattfinden.
Bei der Fondszusammenlegung werden wir entsprechend dem Vorschlag der Fondsgesellschaft verfahren. Pläne in dem „abgebenden Fonds“ werden automatisch auf den „aufnehmenden Fonds“ umgestellt und dort fortgeführt.
Bitte beachten Sie hierbei die eventuell abweichenden Anlageschwerpunkte. Soll zur Abdeckung der ursprünglich verfolgten Anlageziele ein anderer Fonds genutzt werden, benötigen wir unbedingt einen gesonderten Auftrag.
Wir weisen darauf hin, dass die Verschmelzung unter Umständen für Ihre Kunden steuerliche Konsequenzen hat. Wir empfehlen Ihren Kunden daher, sich bei ihrem Steuer- bzw. Finanzberater über die steuerlichen Auswirkungen gemäß den Steuergesetzen in ihrem Wohnsitz- oder Aufenthaltsland zu informieren.
Wir werden die Bestandskunden des aufnehmenden Fonds ebenfalls schriftlich über die Fondsfusion informieren.
Anbei finden Sie den dauerhaften Datenträger der Fondsgesellschaft.
Wir möchten an dieser Stelle darauf hinweisen, dass es sich bei dem beigefügten Dokument um ein Schriftstück der Fondsgesellschaft handelt. Für die Verwahrung und Administration von Anteilen und die Umsetzung von Aufträgen verweisen wir auf unsere allgemeinen Geschäftsbedingungen nebst Preis- und Leistungsverzeichnis.
Mit freundlichen Grüßen
FFB-Vertriebspartnerbetreuung
Swiss Life Funds (LUX)
Société d’Investissement à Capital Variable
Registered Office: 28-32, Place de la gare, L-1616 Luxembourg
R.C.S. Luxembourg B 69186
NOTICE TO SHAREHOLDERS OF:
Swiss Life Funds (LUX) Portfolio Euro Zone Balanced (EUR) and Swiss Life Funds (LUX) Portfolio Global Balanced Harmony (EUR)
IMPORTANT:
THIS LETTER REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENT OF THIS LETTER,
YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE.
18 July 2014
Dear Shareholders,
The board of directors (the “Board of Directors”) of Swiss Life Funds (LUX) (the “Sicav”) has decided to merge Swiss Life Funds (LUX) Portfolio Euro Zone Balanced (EUR) (the “Absorbed Sub-Fund”) into Swiss Life Funds (LUX) Portfolio Global Balanced Harmony (EUR) (the “Absorbing Sub-Fund” and together the “Sub-Funds”). The merger shall become effective on 25 August 2014 (the “Effective Date”).
This notice describes the implications of the contemplated merger. Please contact your financial advisor if you have any questions on the content of this notice. The merger may impact your tax situation. Shareholders should contact their tax advisor for specific tax advice in relation to the merger.
Capitalized terms not defined herein have the same meaning as in the prospectus of the Sicav.
Key aspects and timing
– The merger shall become effective and final between the Absorbed Sub-Fund and the Absorbing Sub-Fund and vis-à-vis third parties on the Effective Date.
– On the Effective Date, all assets and liabilities of the Absorbed Sub-Fund will be transferred to the Absorbing Sub-Fund. The Absorbed Sub-Fund will then cease to exist.
– A comparison of the key features of the Absorbed Sub-Fund and the Absorbing Sub-Fund is available under section “Impact of the merger on shareholders of the Absorbed Sub-Fund” below.
– No general meeting of shareholders shall be convened in order to approve the merger.
– Shareholders holding shares of the Absorbed Sub-Fund on the Effective Date will automatically be issued shares of the Absorbing Sub-Fund in exchange for their shares of the Absorbed Sub-Fund, in accordance with the relevant share exchange ratio.
– Shareholders of the Absorbed Sub-Fund or the Absorbing Sub-Fund who do not agree with the merger have the right to request, prior to 18 August 2014 redemption or conversion of their shares into shares of that same or a different class of another sub-fund of the Sicav, without redemption or conversion charges. Please see the section “Rights of shareholders in relation to the merger” below.
– Subscriptions, redemptions and/or conversions of shares of the Absorbed Sub-Fund will be suspended as indicated under section “Procedural aspects” below.
– Other procedural aspects of the merger are set out in section “Procedural aspects” below.
– The merger has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”).
– The timetable below summarises the key steps of the merger.
Notice sent to shareholders
18 July 2014
End of current accounting period of the Absorbed Sub-Fund
18 August 2014
Calculation of share exchange ratio
25 August 2014
Effective Date
25 August 2014
Background to and rationale for the merger
The Board considers that as a result of the Swiss Life’s decision to streamline the fund range by merging comparable investment funds, it would be in the best interest of the shareholders of the Sub-Funds that their portfolios were managed in common in order to reduce costs, and thus to secure the ability to invest efficiently.
Furthermore, the Board of Directors considers that a merger is in the best interest of shareholders of the Sub-Funds, as (i) the Absorbed Sub-Fund has an investment objective and policy compatible with that of the Absorbing Sub-Fund, (ii) the typical investor profile of the Absorbing Sub-Fund is compatible with that of the Absorbed Sub-Fund, and (iii) the assets under management of the Absorbing Sub-Fund will increase as a result of the merger and therefore the merger will reduce over-all fund expenses and provide better efficient asset management to shareholders.
Impact of the merger on shareholders of the Absorbed Sub-Fund
This section compares the key features of the Absorbed Sub-Fund to that of the Absorbing Sub-Fund and highlights material differences. The main characteristics of the Absorbing Sub-Fund, as described in the prospectus of the Sicav and in the key investor information document (“KIID”), will remain the same after the Effective Date. Shareholders of the Absorbed Sub-Fund should carefully read the description of the Absorbing Sub-Fund in the prospectus of the Sicav and in the KIID of the Sub-Fund before making any decision in relation to the merger.
Key features of the Sub-Funds
Swiss Life Funds (LUX) Portfolio Euro Zone Balanced (EUR) (absorbed) Swiss Life Funds (LUX) Portfolio Global Balanced Harmony (EUR) (absorbing) Legal Regime
UCITS
UCITS Investment Objective
The objective of the Sub-Fund is to achieve mid to long-term capital growth in Euro by investing and/or being exposed directly or indirectly in shares issued by major companies based in a member country of the European Monetary Union and Euro-denominated bonds.
The objective of the Sub-Fund is to seek the best combination of capital growth and interest income from the Euro perspective by investing and/or being exposed in a broadly diversified portfolio of global bonds and equities throuth direct or indirect investments via other UCITS and/or UCIs. Investment Policy
The Sub-Fund invests:
? at least 30% of its assets in shares and other equities issued by companies that have their registered office in the European Monetary Union;
? at least 40% of its assets in bonds or similar interest-bearing financial instruments.
At least 80% of its assets must be invested in companies that have their registered office in the European Monetary Union or in interest-bearing financial instruments denominated in euros. This aim may also be achieved indirectly by buying funds.
To achieve its aim, the Sub-Fund may use financial instruments whose prices depend on the performance of other financial instruments (derivatives).
The Sub-Fund invests:
? at least 30% of its assets in shares or other equity securities;
? at least 40% of its assets in bonds or similar interest-bearing financial instruments. This aim may also be achieved indirectly by buying funds.
To achieve its aim, the Sub-Fund may use financial instruments whose prices depend on the performance of other financial instruments (derivatives). Class of shares
Class R – Capitalisation
Class R – Capitalisation
Risk reward profile (SRRI)
Class R – Capitalisation : 5
Class R – Capitalisation : 4 Subscription Fee
5 %
Identical Redemption Fee
None
Identical Conversion Fee
Up to 0.5%
Identical Performance fees
None
Identical Ongoing charge from the Sub-Fund over a year
1.73 %
1.93% Other fees : – Maximum annual management fees (incl. distribution fees) – Maximum annual custodian fees – Maximum annual administration fees – Maximum annual registrar and transfer fees
Class R – Capitalisation : 1.25% of the NAV
Class R – Capitalisation : 0.07% of the NAV
Class R – Capitalisation : 0.56% of the NAV
Class R – Capitalisation : 0.03% of the NAV
Identical
Identical
Identical
Identical
NAV calculation
Daily
Daily Reference Currency
EUR
EUR Investment Manager
Swiss Life Asset Management (France)
Identical
No rebalancing of the Absorbed Sub-Fund’s portfolio will be carried out prior the Merger.
Profile of typical investor
The Absorbed Sub-Fund is suitable to the investor who can set aside the invested capital for at least three or five years. The Absorbing Sub-Fund is aimed at investors who wish to withdraw their money over a five-year time period and who is prepared to accept the risk linked to the investment in international equity and bonds markets. The Absorbed and the Absorbing Sub-Funds do not differ with regard to the profile of the typical investor.
Distribution policy
The distribution policy is the same for the Absorbed Sub-Fund and the Absorbing Sub-Fund.
Fees and expenses
Fees, costs or any other charges applicable in the Absorbing Sub-Fund will not change after the merger.
Minimum investment and subsequent investment, and holding requirements
The minimum amount of investment and subsequent investment as well as the minimum holding requirements for the Absorbing Sub-Fund are the same as those applicable to the Absorbed Sub-Fund.
Criteria for valuation of assets and liabilities
For the purpose of calculating the exchange ratio, the rules laid down in the Articles of Incorporation and the prospectus of the Sicav for the calculation of the NAV will apply to determine the value of the assets and liabilities of the Absorbed Sub-Fund and the Absorbing Sub-Fund.
Impact of the merger on shareholders of the Absorbing Sub-Fund
The merger is not expected to impact the Absorbing Sub-Fund’s shareholders.
Subscriptions for or conversions to and redemptions of shares of the Absorbing Sub-Fund will not be suspended during the merger process.
Rights of shareholders in relation to the merger
Shareholders of the Absorbed Sub-Fund holding shares in the Absorbed Sub-Fund on the Effective Date will automatically be issued, in exchange for their shares in the Absorbed Sub-Fund, a number of shares of the Absorbing Sub-Fund equivalent to the number of shares held in the Absorbed Sub-Fund multiplied by the exchange ratio which shall be calculated on the basis of its NAV as of 28 August 2014. In case the application of the exchange ratio does not lead to the issuance of full shares, the shareholders of the Absorbed Sub-Fund will receive fractions of shares to one thousandth share within the Absorbing Sub-Fund.
No subscription fee will be levied within the Absorbing Sub-Fund as a result of the merger.
Shareholders of the Absorbed Sub-Fund will acquire rights as shareholders of the Absorbing Sub-Fund from the Effective Date.
Shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund not agreeing with the merger will be given the possibility to request the redemption or the conversion of their shares of the Absorbed Sub-Fund and/or the Absorbing Sub-Fund into shares of that same or a different class of another sub-fund of the Sicav at the applicable NAV of the relevant shares, without any redemption or conversion charges (other than charges retained by the Sicav to meet disinvestment costs) during at least 30 calendar days following the date of sending out of the notice to shareholders.
Impact of the merger on the portfolio of the Absorbing Sub-Fund
The merger is not expected to impact the Absorbing Sub-Fund’s portfolio.
Procedural aspects
No shareholder vote required
No shareholder vote is required in order to carry out the merger under article 24 of the Articles of Incorporation of the Sicav. Shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund not agreeing with the merger may request the redemption or the conversion of their shares as stated under section “Rights of shareholders in relation to the merger” prior to 18 August 2014.
Suspensions in dealings
In order to implement the procedures needed for the merger in an orderly and timely manner, the Board of Directors has decided that:
? Subscriptions for or conversions to and redemption of shares of the Absorbed Sub-Fund will no longer be accepted or processed from 18 August 2014; and
? Subscriptions for or conversions to and redemptions of shares of the Absorbing Sub-Fund will not be suspended during the merger process.
Confirmation of merger
Each shareholder in the Absorbed Sub-Fund will receive a notification confirming (i) that the merger has been carried out and (ii) the number of shares of the Absorbing Sub-Fund that they hold after the merger.
Publications
The merger and its Effective Date shall be announced in the Luxembourg official journal (Mémorial C, Recueil des Sociétés et Association) before the Effective Date. This information shall also be made publicly available, when regulatory mandatory, in other jurisdictions where shares of the Absorbed Sub-Fund and the Absorbing Sub-Fund are distributed.
Approval by competent authorities
The merger has been approved by the CSSF which is the competent authority supervising the Sicav in Luxembourg.
Costs of the merger
The management company of the Sicav will bear the legal, advisory and administrative costs and
expenses associated with the preparation and completion of the merger.
Taxation
The merger of the Absorbed Sub-Fund into the Absorbing Sub-Fund may have tax consequences for shareholders. Shareholders should consult their professional advisers about the consequences of this merger on their individual tax position.
Additional information
Merger reports
PricewaterhouseCoopers Société coopérative, Luxembourg, the authorised auditor of the Sicav in respect of the merger, will prepare reports on the merger which shall include a validation of the following items:
1) the criteria adopted for valuation of the assets and/or liabilities for the purposes of calculating the exchange ratio;
2) the calculation method for determining the exchange ratio; and
3) the final exchange ratio.
The merger report regarding items 1) and 2) above shall be made available at the registered office of the Sicav on request and free of charge to the shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund and the CSSF from the Effective Date.
Additional documents available
The following documents are available at the registered office of the Sicav on request and free of charge to the shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund:
– the merger project drawn-up by the Board of Directors containing detailed information on the merger, including the calculation method of the share exchange ratio (the “Merger Project”);
– a statement by the custodian bank of the Sicav confirming that they have verified compliance of the Merger Project with the terms of the law of 17 December 2010 on undertakings for collective investment and the articles of incorporation of the Sicav;
– the prospectus of the Sicav; and
– the key investor information documents of the Absorbed Sub-Fund and the Absorbing Sub-Fund. The Board of Directors draws the attention of the shareholders of the Absorbed Sub-Fund to the desirability of reading the KIID of the Absorbing Sub-Fund before making any decision in relation to the merger.
Please contact your financial adviser or the registered office of the Sicav if you have questions regarding this matter.
Yours faithfully,
The Board of Directors
Swiss Life Funds (LUX)
Swiss Life Funds (LUX)
Société d’Investissement à Capital Variable
Registered Office: 28-32, Place de la gare, L-1616 Luxembourg
R.C.S. Luxembourg B 69186
NOTICE TO SHAREHOLDERS OF:
Swiss Life Funds (LUX) Equity Europe and Swiss Life Funds (LUX) Equity Euro Zone
IMPORTANT:
THIS LETTER REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENT OF THIS LETTER,
YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE.
18 July 2014
Dear Shareholders,
The board of directors (the “Board of Directors”) of Swiss Life Funds (LUX) (the “Sicav”) has decided to merge Swiss Life Funds (LUX) Equity Europe (the “Absorbed Sub-Fund”) into Swiss Life Funds (LUX) Equity Euro Zone (the “Absorbing Sub-Fund” and together the “Sub-Funds”). The merger shall become effective on 25 August 2014 (the “Effective Date”).
This notice describes the implications of the contemplated merger. Please contact your financial advisor if you have any questions on the content of this notice. The merger may impact your tax situation. Shareholders should contact their tax advisor for specific tax advice in relation to the merger.
Capitalized terms not defined herein have the same meaning as in the prospectus of the Sicav.
Key aspects and timing
– The merger shall become effective and final between the Absorbed Sub-Fund and the Absorbing Sub-Fund and vis-à-vis third parties on the Effective Date.
– On the Effective Date, all assets and liabilities of the Absorbed Sub-Fund will be transferred to the Absorbing Sub-Fund. The Absorbed Sub-Fund will then cease to exist.
– A comparison of the key features of the Absorbed Sub-Fund and the Absorbing Sub-Fund is available under section “Impact of the merger on shareholders of the Absorbed Sub-Fund” below.
– No general meeting of shareholders shall be convened in order to approve the merger.
– Shareholders holding shares of the Absorbed Sub-Fund on the Effective Date will automatically be issued shares of the Absorbing Sub-Fund in exchange for their shares of the Absorbed Sub-Fund, in accordance with the relevant share exchange ratio.
– Shareholders of the Absorbed Sub-Fund or the Absorbing Sub-Fund who do not agree with the merger have the right to request, prior to 18 August 2014 redemption or conversion of their shares into shares of that same or a different class of another sub-fund of the Sicav, without redemption or conversion charges. Please see the section “Rights of shareholders in relation to the merger” below.
– Subscriptions, redemptions and/or conversions of shares of the Absorbed Sub-Fund will be suspended as indicated under section “Procedural aspects” below.
– Other procedural aspects of the merger are set out in section “Procedural aspects” below.
– The merger has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”).
– The timetable below summarises the key steps of the merger.
Notice sent to shareholders
18 July 2014
End of current accounting period of the Absorbed Sub-Fund
18 August 2014
Calculation of share exchange ratio
25 August 2014
Effective Date
25 August 2014
Background to and rationale for the merger
The Board considers that as a result of the Swiss Life’s decision to streamline the fund range by merging comparable investment funds, it would be in the best interest of the shareholders of the Sub-Funds that their portfolios were managed in common in order to reduce costs, and thus to secure the ability to invest efficiently.
Furthermore, the Board of Directors considers that a merger is in the best interest of shareholders of the Sub-Funds, as (i) the Absorbed Sub-Fund has an investment objective and policy compatible with that of the Absorbing Sub-Fund, (ii) the typical investor profile of the Absorbing Sub-Fund is compatible with that of the Absorbed Sub-Fund, and (iii) the assets under management of the Absorbing Sub-Fund will increase as a result of the merger and therefore the merger will reduce over-all fund expenses and provide better efficient asset management to shareholders.
Impact of the merger on shareholders of the Absorbed Sub-Fund
This section compares the key features of the Absorbed Sub-Fund to that of the Absorbing Sub-Fund and highlights material differences. The main characteristics of the Absorbing Sub-Fund, as described in the prospectus of the Sicav and in the key investor information document (“KIID”), will remain the same after the Effective Date. Shareholders of the Absorbed Sub-Fund should carefully read the description of the Absorbing Sub-Fund in the prospectus of the Sicav and in the KIID of the Sub-Fund before making any decision in relation to the merger.
Key features of the Sub-Funds
Swiss Life Funds (LUX) Equity Europe (absorbed) Swiss Life Funds (LUX) Equity Euro Zone (absorbing) Legal Regime
UCITS
UCITS Investment Objective
The objective of the Sub-Fund is to achieve long-term capital gain by investing and/or being exposed in a diversified portfolio of equities of companies that are incorporated in Europe.
The objective of the Sub-Fund is to achieve long-term capital growth by investing and/or being exposed in a diversified portfolio of equities of large capitalized companies domiciled in a member state of the European Monetary Union. Investment Policy
The Sub-Fund invests:
? at least two thirds of its total assets in European shares;
? up to one third of its assets in other tradable securities and money market instruments
To achieve its aim, the Sub-Fund may use financial instruments whose prices depend on the performance of other financial instruments (derivatives).
The Sub-Fund invests:
? at least two thirds of its total assets in shares issued by companies with a high market capitalisation that have their registered office in a member state of the European Monetary Union;
? up to one third of its total assets in other financial instruments
The Sub-Fund will invest not more than 10% if its net assets in units of UCITS and/or UCIs.
To achieve its aim, the Sub-Fund may use financial instruments whose prices depend on the performance of other financial instruments (derivatives). Class of shares
Class I – Capitalisation
Class R – Capitalisation
Class R – Capitalisation Risk reward profile (SRRI)
Class I – Capitalisation : 6
Class R – Capitalisation : 6
Class R – Capitalisation : 7
Annual registration tax
Class I – Capitalisation : 0.01% of the NAV
Class R – Capitalisation : 0.05% of the NAV
Class R – Capitalisation : 0.05% of the NAV Subscription Fee
5 %
Identical Redemption Fee
None
Identical Conversion Fee
Up to 0.50%
Identical Performance fees
None
Identical Ongoing charge from the Sub-Fund over a year
Up to 2.13% (depending on the class of shares)
Up to 1.76% (depending on the class of shares) Other fees : – Maximum annual management fees (including distribution fees) – Maximum annual custodian fees – Maximum annual administration fees – Maximum annual registrar and transfer fees
Class I – Capitalisation : 1.50% of the NAV
Class R – Capitalisation : 1.50% of the NAV
Class I – Capitalisation : 0.07% of the NAV
Class R – Capitalisation : 0.07% of the NAV
Class I – Capitalisation : 0.56% of the NAV
Class R – Capitalisation : 0.56% of the NAV
Class I – Capitalisation : 0.03% of the NAV
Class R – Capitalisation : 0.03% of the NAV
Class R – Capitalisation : 1.50% of the NAV
Class R – Capitalisation : 0.07% of the NAV
Class R – Capitalisation : 0.56% of the NAV
Class R – Capitalisation : 0.03% of the NAV
NAV calculation
Daily
Daily Reference Currency
EUR
EUR Investment Manager
Swiss Life Asset Management (France)
Identical
No rebalancing of the Absorbed Sub-Fund’s portfolio will be carried out prior the Merger.
Profile of typical investor
The Absorbed Sub-Funds is suitable for the investor who can set aside the invested capital for at least five years, ideally ten years. The Absorbing Sub-Fund is aimed at investors who wish to withdraw their money over a five-year-time period, ideally ten-year-time period and are prepared to take the higher risks associated with equity investments for the aim of maximising the return and are able to accept significant temporary losses. The Absorbed and the Absorbing Sub-Fund do not differ with regard to the profile of typical investor.
Distribution policy
The distribution policy is the same for the Absorbed Sub-Fund and the Absorbing Sub-Fund.
Fees and expenses
Fees, costs or any other charges applicable in the Absorbing Sub-Fund will not change after the merger.
Minimum initial investment
The minimum initial investment for the above share class of the Absorbing Sub-Fund is the same as or compatible with those applicable to the share classes of the Absorbed Sub-Fund.
Criteria for valuation of assets and liabilities
For the purpose of calculating the relevant exchange ratio, the rules laid down in the Articles of Incorporation and the prospectus of the Sicav for the calculation of the NAV will apply to determine the value of the assets and liabilities of the Absorbed Sub-Fund and the Absorbing Sub-Fund.
Impact of the merger on shareholders of the Absorbing Sub-Fund
The merger is not expected to impact the Absorbing Sub-Fund’s shareholders.
Subscriptions for or conversions to and redemptions of shares of the Absorbing Sub-Fund will not be suspended during the merger process.
Rights of shareholders in relation to the merger
Shareholders of the Absorbed Sub-Fund holding Class I shares or Class R shares in the Absorbed Sub-Fund on the Effective Date will automatically be issued, in exchange for their shares in the Absorbed Sub-Fund, a number of shares of the Absorbing Sub-Fund equivalent to the number of Class R shares held in the Absorbed Sub-Fund multiplied by the share exchange ratio which shall be calculated for each class of shares on the basis of its NAV as of 25 August 2014. In case the application of the relevant exchange ratio does not lead to the issuance of full shares, the shareholders of the Absorbed Sub-Fund will receive fractions of shares to one thousandth share within the Absorbing Sub-Fund.
No subscription fee will be levied within the Absorbing Sub-Fund as a result of the merger.
Shareholders of the Absorbed Sub-Fund will acquire rights as shareholders of the Absorbing Sub-Fund from the Effective Date.
Shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund not agreeing with the merger will be given the possibility to request the redemption or the conversion of their shares of the Absorbed Sub-Fund and/or the Absorbing Sub-Fund into shares of that same or a different class of another sub-fund of the Sicav at the applicable NAV of the relevant shares, without any redemption or conversion charges (other than charges retained by the Sicav to meet disinvestment costs) during at least 30 calendar days following the date of sending out of the notice to shareholders.
Impact of the merger on the portfolio of the Absorbing Sub-Fund
The merger is not expected to impact the Absorbing Sub-Fund’s portfolio.
Procedural aspects
No shareholder vote required
No shareholder vote is required in order to carry out the merger under article 24 of the Articles of Incorporation of the Sicav. Shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund not agreeing with the merger may request the redemption or the conversion of their shares as stated under section “Rights of shareholders in relation to the merger” prior to 18 August 2014.
Suspensions in dealings
In order to implement the procedures needed for the merger in an orderly and timely manner, the Board of Directors has decided that:
? Subscriptions for or conversions to and redemption of shares of the Absorbed Sub-Fund will no longer be accepted or processed from 18 August 2014; and
? Subscriptions for or conversions to and redemptions of shares of the Absorbing Sub-Fund will not be suspended during the merger process.
Confirmation of merger
Each shareholder in the Absorbed Sub-Fund will receive a notification confirming (i) that the merger has been carried out and (ii) the number of shares of the Absorbing Sub-Fund that they hold after the merger.
Publications
The merger and its Effective Date shall be announced in the Luxembourg official journal (Mémorial C, Recueil des Sociétés et Association) before the Effective Date. This information shall also be made
publicly available, when regulatory mandatory, in other jurisdictions where shares of the Absorbed Sub-Fund and the Absorbing Sub-Fund are distributed.
Approval by competent authorities
The merger has been approved by the CSSF which is the competent authority supervising the Sicav in Luxembourg.
Costs of the merger
The management company of the Sicav will bear the legal, advisory and administrative costs and expenses associated with the preparation and completion of the merger.
Taxation
The merger of the Absorbed Sub-Fund into the Absorbing Sub-Fund may have tax consequences for shareholders. Shareholders should consult their professional advisers about the consequences of this merger on their individual tax position.
Additional information
Merger reports
PricewaterhouseCoopers Société coopérative, Luxembourg, the authorised auditor of the Sicav in respect of the merger, will prepare reports on the merger which shall include a validation of the following items:
1) the criteria adopted for valuation of the assets and/or liabilities for the purposes of calculating the exchange ratio;
2) the calculation method for determining the exchange ratio; and
3) the final exchange ratio.
The merger report regarding items 1) and 2) above shall be made available at the registered office of the Sicav on request and free of charge to the shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund and the CSSF from the Effective Date.
Additional documents available
The following documents are available at the registered office of the Sicav on request and free of charge to the shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund:
– the merger project drawn-up by the Board of Directors containing detailed information on the merger, including the calculation method of the share exchange ratio (the “Merger Project”);
– a statement by the custodian bank of the Sicav confirming that they have verified compliance of the Merger Project with the terms of the law of 17 December 2010 on undertakings for collective investment and the articles of incorporation of the Sicav;
– the prospectus of the Sicav; and
– the key investor information documents of the Absorbed Sub-Fund and the Absorbing Sub-Fund. The Board of Directors draws the attention of the shareholders of the Absorbed Sub-Fund to the desirability of reading the KIID of the Absorbing Sub-Fund before making any decision in relation to the merger.
Please contact your financial adviser or the registered office of the Sicav if you have questions regarding this matter.
Yours faithfully,
The Board of Directors
Swiss Life Funds (LUX)
Swiss Life Funds (LUX)
Société d’Investissement à Capital Variable
Registered Office: 28-32, Place de la gare, L-1616 Luxembourg
R.C.S. Luxembourg B 69186
NOTICE TO SHAREHOLDERS OF:
Swiss Life Funds (LUX) Equity Global Diversified and Swiss Life Funds (LUX) Equity Global High Dividend
IMPORTANT:
THIS LETTER REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENT OF THIS LETTER,
YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE.
18 July 2014
Dear Shareholders,
The board of directors (the “Board of Directors”) of Swiss Life Funds (LUX) (the “Sicav”) has decided to merge Swiss Life Funds (LUX) Equity Global Diversified (the “Absorbed Sub-Fund”) into Swiss Life Funds (LUX) Equity Global High Dividend (the “Absorbing Sub-Fund” and together the “Sub-Funds”). The merger shall become effective on 25 August 2014 (the “Effective Date”).
This notice describes the implications of the contemplated merger. Please contact your financial advisor if you have any questions on the content of this notice. The merger may impact your tax situation. Shareholders should contact their tax advisor for specific tax advice in relation to the merger.
Capitalized terms not defined herein have the same meaning as in the prospectus of the Sicav.
Key aspects and timing
– The merger shall become effective and final between the Absorbed Sub-Fund and the Absorbing Sub-Fund and vis-à-vis third parties on the Effective Date.
– On the Effective Date, all assets and liabilities of the Absorbed Sub-Fund will be transferred to the Absorbing Sub-Fund. The Absorbed Sub-Fund will then cease to exist.
– A comparison of the key features of the Absorbed Sub-Fund and the Absorbing Sub-Fund is available under section “Impact of the merger on shareholders of the Absorbed Sub-Fund” below.
– No general meeting of shareholders shall be convened in order to approve the merger.
Shareholders holding shares of the Absorbed Sub-Fund on the Effective Date will automatically be issued shares of the Absorbing Sub-Fund in exchange for their shares of the Absorbed Sub-Fund, in accordance with the relevant share exchange ratio.
Shareholders of the Absorbed Sub-Fund or the Absorbing Sub-Fund who do not agree with the merger have the right to request, prior to 18 August 2014 redemption or conversion of their shares into shares of that same or a different class of another sub-fund of the Sicav, without redemption or conversion charges. Please see the section “Rights of shareholders in relation to the merger” below.
– Subscriptions, redemptions and/or conversions of shares of the Absorbed Sub-Fund will be suspended as indicated under section “Procedural aspects” below.
– Other procedural aspects of the merger are set out in section “Procedural aspects” below.
– The merger has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”).
– The timetable below summarises the key steps of the merger.
Notice sent to shareholders
18 July 2014
End of current accounting period of the Absorbed Sub-Fund
18 August 2014
Calculation of share exchange ratio
25 August 2014
Effective Date
25 August 2014
Background to and rationale for the merger
The Board considers that as a result of the Swiss Life’s decision to streamline the fund range by merging comparable investment funds, it would be in the best interest of the shareholders of the Sub-Funds that their portfolios were managed in common in order to reduce costs, and thus to secure the ability to invest efficiently.
Furthermore, the Board of Directors considers that a merger is in the best interest of shareholders of the Sub-Funds, as (i) the Absorbed Sub-Fund has an investment objective and policy compatible with that of the Absorbing Sub-Fund, (ii) the typical investor profile of the Absorbing Sub-Fund is compatible with that of the Absorbed Sub-Fund, and (iii) the assets under management of the Absorbing Sub-Fund will increase as a result of the merger and therefore the merger will reduce over-all fund expenses and provide better efficient asset management to shareholders.
Impact of the merger on shareholders of the Absorbed Sub-Fund
This section compares the key features of the Absorbed Sub-Fund to that of the Absorbing Sub-Fund and highlights material differences. The main characteristics of the Absorbing Sub-Fund, as described in the prospectus of the Sicav and in the key investor information document (“KIID”), will remain the same after the Effective Date. Shareholders of the Absorbed Sub-Fund should carefully read the description of the Absorbing Sub-Fund in the prospectus of the Sicav and in the KIID of the Sub-Fund before making any decision in relation to the merger.
Key features of the Sub-Funds
Swiss Life Funds (LUX) Equity Global Diversified (absorbed) Swiss Life Funds (LUX) Equity Global High Dividend (absorbing) Legal Regime
UCITS
UCITS Investment Objective
The objective of the Sub-Fund is to achieve long-term capital gain by investing and/or being exposed in a globally diversified portfolio of equities through direct or indirect investments via other UCITS and/or UCIs.
The objective of the Sub-Fund is to achieve a high long term capital growth by and/or being exposed in a globally diversified portfolio of companies with above-average yearly dividend payments through direct or indirect investments via other UCITS and/or UCIs. Investment Policy
The Sub-Fund invests:
? at least two thirds of its assets in shares from around the world;
? up to one third of its assets in other tradable securities and money market instruments.
Investments can be made in various currencies.
To achieve its aim, the Sub-Fund may use financial instruments whose prices depend on the performance of other financial instruments (derivatives).
The Sub-Fund invests:
? at least two thirds of its total assets in shares issued by companies around the world that make above-average annual dividend payments;
? up to one third of its total assets in other tradable securities and money market instruments.
The Sub-Fund will invest not more than 10% if its net assets in units of UCITS and/or UCIs.
Investments can be made in various currencies.
To achieve its aim, the sub-fund may invest up to 10% of its assets in financial instruments whose prices depend on the performance of other financial instruments (derivatives). Classes of shares impacted by the merger
Class I – Capitalisation
Class R – Capitalisation
Class I – Capitalisation
Class R – Capitalisation Risk reward profile (SRRI)
Class I – Capitalisation : 6
Class R – Capitalisation : 5
Class I – Capitalisation : 6
Class R – Capitalisation : 5
Subscription Fee
5 %
identical Redemption Fee
None
identical Conversion Fee
Up to 0.5%
identical Performance fees
None
None Ongoing charge from the Sub-Fund over a year
Up to 2.51% (depending on the class of shares)
Up to 1.82% (depending on the class of shares) Other fees : – Maximum annual management fees (incl. distribution fees) – Maximum annual custodian fees – Maximum annual administration fees – Maximum annual registrar and transfer fees
Class I – Capitalisation : 1.50 % of the NAV
Class R – Capitalisation : 1.50% of the NAV
Class I – Capitalisation : 0.07% of the NAV
Class R – Capitalisation : 0.07% of the NAV
Class I – Capitalisation : 0.56% of the NAV
Class R – Capitalisation : 0.56% of the NAV
Class I – Capitalisation : 0.03% of the NAV
Class R – Capitalisation : 0.03% of the NAV
Identical
Identical
Identical
Identical
Identical
Identical
Identical
Identical NAV calculation
Daily
Daily Reference Currency
EUR
EUR Investment Manager
Swiss Life Asset Management (France)
Identical
No rebalancing of the Absorbed Sub-Fund’s portfolio will be carried out prior the Merger.
Profile of typical investor
The Absorbed Sub-Funds is suitable for the investor who can set aside the invested capital for at least five years. The Absorbing Sub-Fund is aimed at investors who wish to withdraw their money over a five-year-time period, or ideally ten-year-time period and are prepared to take the higher risks associated with equity investments for the aim of realising high returns and who are thus able to accept temporary losses. The Absorbed and the Absorbing Sub-Funds do not differ with regard to the profile of the typical investor.
Distribution policy
The distribution policy is the same for the Absorbed Sub-Fund and the Absorbing Sub-Fund.
Fees and expenses
Fees, costs or any other charges applicable in the Absorbing Sub-Fund will not change after the merger.
Minimum investment and subsequent investment, and holding requirements
The minimum amount of investment and subsequent investment as well as the minimum holding requirements for the above share classes of the Absorbing Sub-Fund are the same as those applicable to the corresponding share classes of the Absorbed Sub-Fund.
Criteria for valuation of assets and liabilities
For the purpose of calculating the relevant exchange ratios, the rules laid down in the Articles of Incorporation and the prospectus of the Sicav for the calculation of the NAV will apply to determine the value of the assets and liabilities of the Absorbed Sub-Fund and the Absorbing Sub-Fund.
Impact of the merger on shareholders of the Absorbing Sub-Fund
The merger is not expected to impact the Absorbing Sub-Fund’s shareholders.
Subscriptions for or conversions to and redemptions of shares of the Absorbing Sub-Fund will not be suspended during the merger process.
Rights of shareholders in relation to the merger
Shareholders of the Absorbed Sub-Fund holding shares in the Absorbed Sub-Fund on the Effective Date will automatically be issued, in exchange for their shares in the Absorbed Sub-Fund, a number of shares of the corresponding share classes of the Absorbing Sub-Fund equivalent to the number of shares held in relevant class of the Absorbed Sub-Fund multiplied by the relevant share exchange ratio which shall be calculated for each class of shares on the basis of its respective NAV as of 25 August 2014. In case the application of the relevant exchange ratios does not lead to the issuance of full shares, the shareholders of the Absorbed Sub-Fund will receive fractions of shares to one thousandth share within the Absorbing Sub-Fund.
No subscription fee will be levied within the Absorbing Sub-Fund as a result of the merger.
Shareholders of the Absorbed Sub-Fund will acquire rights as shareholders of the Absorbing Sub-Fund from the Effective Date.
Shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund not agreeing with the merger will be given the possibility to request the redemption or the conversion of their shares of the Absorbed Sub-Fund and/or the Absorbing Sub-Fund into shares of that same or a different class of another sub-fund of the Sicav at the applicable NAV of the relevant shares, without any redemption or conversion charges (other than charges retained by the Sicav to meet disinvestment costs) during at least 30 calendar days following the date of sending out of the notice to shareholders.
Impact of the merger on the portfolio of the Absorbing Sub-Fund
The merger is not expected to impact the Absorbing Sub-Fund’s portfolio.
Procedural aspects
No shareholder vote required
No shareholder vote is required in order to carry out the merger under article 24 of the Articles of Incorporation of the Sicav. Shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund not agreeing with the merger may request the redemption or the conversion of their shares as stated under section “Rights of shareholders in relation to the merger” prior to 18 August 2014.
Suspensions in dealings
In order to implement the procedures needed for the merger in an orderly and timely manner, the Board of Directors has decided that:
? Subscriptions for or conversions to and redemption of shares of the Absorbed Sub-Fund will no longer be accepted or processed from 18 August 2014; and
? Subscriptions for or conversions to and redemptions of shares of the Absorbing Sub-Fund will not be suspended during the merger process.
Confirmation of merger
Each shareholder in the Absorbed Sub-Fund will receive a notification confirming (i) that the merger has been carried out and (ii) the number of shares of the corresponding class of shares of the Absorbing Sub-Fund that they hold after the merger.
Publications
The merger and its Effective Date shall be announced in the Luxembourg official journal (Mémorial C, Recueil des Sociétés et Association) before the Effective Date. This information shall also be made publicly available, when regulatory mandatory, in other jurisdictions where shares of the Absorbed Sub-Fund and the Absorbing Sub-Fund are distributed.
Approval by competent authorities
The merger has been approved by the CSSF which is the competent authority supervising the Sicav in Luxembourg.
Costs of the merger
The management company of the Sicav will bear the legal, advisory and administrative costs and expenses associated with the preparation and completion of the merger.
Taxation
The merger of the Absorbed Sub-Fund into the Absorbing Sub-Fund may have tax consequences for shareholders. Shareholders should consult their professional advisers about the consequences of this merger on their individual tax position.
Additional information
Merger reports
PricewaterhouseCoopers Société coopérative, Luxembourg, the authorised auditor of the Sicav in respect of the merger, will prepare reports on the merger which shall include a validation of the following items:
1) the criteria adopted for valuation of the assets and/or liabilities for the purposes of calculating the exchange ratios;
2) the calculation method for determining the exchange ratios; and
3) the final exchange ratios.
The merger report regarding items 1) and 2) above shall be made available at the registered office of the Sicav on request and free of charge to the shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund and the CSSF from the Effective Date.
Additional documents available
The following documents are available at the registered office of the Sicav on request and free of charge to the shareholders of the Absorbed Sub-Fund and of the Absorbing Sub-Fund:
– the merger project drawn-up by the Board of Directors containing detailed information on the merger, including the calculation method of the share exchange ratios (the “Merger Project”);
– a statement by the custodian bank of the Sicav confirming that they have verified compliance of the Merger Project with the terms of the law of 17 December 2010 on undertakings for collective investment and the articles of incorporation of the Sicav;
– the prospectus of the Sicav; and
– the key investor information documents of the Absorbed Sub-Fund and the Absorbing Sub-Fund. The Board of Directors draws the attention of the shareholders of the Absorbed Sub-Fund to the desirability of reading the KIID of the Absorbing Sub-Fund before making any decision in relation to the merger.
Please contact your financial adviser or the registered office of the Sicav if you have questions regarding this matter.
Yours faithfully,
The Board of Directors
Swiss Life Funds (LUX)
