Verschmelzung von Fonds der Alceda

Alceda hat uns darüber informiert, dass folgende Fonds zum 29. April 2016 fusionieren. Die Anteile des „abgebenden Fonds“ gehen damit in dem „aufnehmenden Fonds“ auf. Das Umtauschverhältnis wird von der Fondsgesellschaft vorgegebenen und am Fusionstag bekannt gemacht.

Fondsanteile des „abgebenden Fonds“ können über die FFB nicht mehr gekauft und zurückgegeben werden.
Bei der Fondszusammenlegung verfahren wir nach dem Vorschlag der Fondsgesellschaft. Pläne in den „abgebenden Fonds“ werden automatisch auf den „aufnehmenden Fonds“ umgestellt und dort fortgeführt. Beachten Sie hierbei jedoch eventuell abweichende Anlageschwerpunkte. Soll zur Abdeckung der ursprünglich verfolgten Anlageziele ein anderer Fonds genutzt werden, benötigen wir einen neuen schriftlichen Auftrag.

Wir weisen darauf hin, dass die Verschmelzung für unsere gemeinsamen Kunden unter Umständen steuerliche Konsequenzen hat. Wir empfehlen den Kunden daher, sich bei ihrem Steuer- bzw. Finanzberater über die steuerlichen Auswirkungen zu informieren.
Kunden des aufnehmenden Fonds werden ebenfalls über die Fusion informiert.
Den dauerhaften Datenträger der Fondsgesellschaft haben wir Ihnen beigelegt. Für die Verwahrung und Administration von Anteilen und die Umsetzung von Aufträgen verweisen wir auf unsere allgemeinen Geschäftsbedingungen und unser Preis- und Leistungsverzeichnis.
Freundliche Grüße
FFB-Vertriebspartnerbetreuung

Tideway UCITS Funds
Société d’Investissement à Capital Variable
Registered Office: 5, Heienhaff, L-1736 Senningerberg
R.C.S. Luxembourg B 162 512
(the “Company”)
Luxembourg, 17 March 2016
Dear Shareholder,
The board of directors of Tideway UCITS Funds (the “Board”) is writing to you in your capacity as a shareholder of Tideway UCITS Funds (the “Company” or the “Merging Fund”). The Company currently has one single sub-fund in existence, named “Tideway UCITS Funds – Global Navigator”.
The Board proposes to merge the Company with the sub-fund of Tideway UCITS Funds ICAV named Tideway UCITS Funds ICAV – Tideway Real Return Fund the “Receiving Sub-Fund”), an Irish undertaking for collective investment in transferable securities (the “Receiving Fund”), subject to the approval of the shareholders of the Merging Fund (the “Merger”), in accordance with article 66 (4) of the amended law of 17 December 2010 on undertakings for collective investment (the “2010 Law”).
The purpose of this letter is to provide you with details of the Merger and its implications for you as a shareholder of the Merging Fund. This letter also provides you with information on the extraordinary general meeting of shareholders of the Company deciding on the Merger which will be held on 19 April 2016 at 14:00 (CET) at the registered office of the Company (the “Meeting”). Please note that further information on the Meeting is set out below in section 4 “Terms of the Merger” and the convening notice to the Meeting is enclosed in Appendix I.
Subject to the approval of the shareholders of the Company (the “Shareholders”) the Merger will become effective on 29 April 2016 at midnight (CET) (the “Effective Date”).
1. Rationale and Background of the Merger
The Receiving Fund was incorporated in Ireland having its registered office at 2, Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland, and qualifies as an open-ended umbrella type Irish collective asset-management vehicle pursuant to Part 2 of the Irish Collective Asset management Vehicles Act, 2015 and was established as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulation, 2011 (S.I. No. 352 of 2011) as amended (the “2011 Regulations”).
Capita Financial Managers (Ireland) Limited, authorised by the Central Bank of Ireland (“CBI”) under registration number 415879, with registered office at 2, Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland has been appointed as the Receiving Company’s management company.
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The directors of the Merging Fund and the Receiving Fund have approved this merger proposal as a matter of economic rationalisation. The Receiving Fund will have a broader appeal for investors and so will attract more capital and in turn have a lower expense ratio. It is expected that this larger fund size following the Merger will result in cost savings and improve liquidity in the Receiving Sub-Fund which is in the best interest of the shareholders of the Merging Fund and of the Receiving Sub-Fund. Furthermore, the Receiving Sub-Fund will be FATCA compliant and so will be attractive for a larger group of investors than the Merging Fund which will in turn increase the size of the Receiving Sub-Fund and lower the costs.
The Merger will significantly reduce total expense ratios for the shareholders, which annualized to 2.96% (for the Merging Fund) as at 1 February 2015.
The Board therefore recommends that you vote in favour of the Merger at the Meeting.
Shareholders who do not agree with the Merger may redeem their shares in the Merging Fund (the “Shares”) without any redemption charge in accordance with section 4 “Terms of the Merger” below. 2. Possible impact of the Merger on the Shareholders
2.1 Investment policy and related risks
The investment objective of the Merging Fund is to deliver consistent capital growth through high quality, low volatility returns as further reflected in Appendix IV.
The investment objective of the Receiving Sub-Fund is to aim to deliver positive absolute returns with low volatility as further reflected in Appendix IV.
The key differences between the Merging Fund and the Receiving Sub-Fund may be summarised as follows:
The Company is a Luxembourg UCITS subject to the Law of 2010 whereas the Receiving Fund is an Irish UCITS subject to Part 2 of the Irish Collective Asset management Vehicles Act, 2015 and the 2011 Regulations, as amended. As from the Effective Date, Shareholders of the Merging Fund who do not redeem their shares before the relevant Cut-Off-Point (as defined below) will become Shareholders of the Receiving Sub-Fund, and as such will become Shareholders of an Irish UCITS.
The description of the investment policy applicable to the Merging Fund and the Receiving Sub-Fund are broadly identical, except for the following differences:
– Both the Merging Fund and the Receiving Sub-Fund aim to deliver consistent capital growth.
However the Merging Fund has a stated return objective of 8% p.a. net of fees and the Receiving Fund has a target return of 3-month £ Libor plus 3% p.a. net of fees on a rolling 3 year basis.
– The investment policy and level of risk in the Receiving Sub-Fund are wholly consistent with those of the Merging Fund and represent a seamless continuation of the Merging Fund’s investment strategy. In addition however, the Receiving Sub-Fund may choose from a somewhat wider variety of investment strategies as disclosed in the Receiving Fund’s prospectus, in order to deliver the stated target return.
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The applicable deadline to consider applications for subscriptions or redemptions on the primary market in respect of the Merging Fund received is 17:00 (CET) on the bank working day before the valuation day as of which the relevant subscriptions or redemptions are to be dealt with. The applicable deadline for subscriptions and redemptions on the primary market in respect of the Receiving Fund received on the same day is 12:00 (Irish Time).
The management structure of the Merging Fund and the Receiving Fund and the various service providers carrying out the day-to-day investment management, administration and distribution are not identical:
– The Merging Fund’s registrar and transfer agent is European Fund Administration S.A. with registered office at 2, rue d’Alsace, L-1017 Luxembourg whereas the Receiving Fund’s administrator responsible for share registration and transfer agency services is Capita Financial Administrators (Ireland) Limited, with registered office at 2nd Floor, 2 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland;
– The Merging Fund’s central administration agent is WARBURG INVEST LUXEMBOURG S.A.
with registered office at 2, Place Dargent, L-1413 Luxembourg, Grand Duchy of Luxembourg whereas the Receiving Fund’s administrator is Capita Financial Administrators (Ireland) Limited , with registered office at 2nd Floor, 2 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland;
– The Merging Fund’s custodian is M.M. Warburg & CO Luxembourg S.A. with registered office at 2, Place Dargent, L-1413 Luxembourg, Grand Duchy of Luxembourg whereas the Receiving Fund’s custodian is BNY Mellon Trust Company (Ireland) Limited, Guild House, Guild Street, IFSC, Dublin 1, Ireland.
2.2 Fees and Expenses

For the avoidance of doubt, Shareholders will continue to hold shares in a regulated investment company and will benefit from the general safeguards applicable to UCITS pursuant to the Directive 2009/65/EU.
Further, Shareholders may continue to participate and exercise their voting rights in shareholder meetings, request redemption and conversion of their shares on any dealing day as set out in the Receiving Fund’s prospectus.
Please refer to Appendix IV for the principal differences between the Merging Fund and the Receiving Sub-Fund as disclosed in their respective prospectuses.
4. Terms of the Merger
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The Merger is subject to the approval of the Shareholders at the Meeting. The convening notice inviting you to attend the Meeting (including a description of the voting procedure) is enclosed in Appendix I. If you cannot attend the Meeting in person, you can appoint the chairman of the Board or any other person to vote on your behalf by using the enclosed form of proxy.
Shareholders should note that no subscriptions from new shareholders into the Merging Fund will be accepted from 17 March 2016 at 17:00 (CET), while redemptions from the Merging Fund will be accepted up until 21 April 2016 at 17:00 (CET) (without any redemption charge) (the “Cut-Off Point”).
Shareholders who do not agree to the contemplated Merger may redeem their Shares up until the Cut-Off Point (without any redemption or conversion charge) and dealing in the Company will be suspended thereafter.
Shareholders who vote against the Merger or who abstain from voting at the Meeting should note that if they do not make use of the above redemption right, they will automatically take part in the Merger if the latter is eventually approved by the Meeting.
After the Effective Date all deal requests must be transmitted directly to the administrator of the Receiving Fund, Capita Financial Administrators (Ireland) Limited and settlement of any transactions must be made in accordance with the provisions of the prospectus of the Receiving Fund.
On the Effective Date, all outstanding assets and liabilities (the “Assets”) of the Merging Fund will be contributed to the Receiving Sub-Fund. The Company will have accrued sums required to cover known liabilities.
The Assets of the Merging Fund will be valued in accordance with the valuation principles contained in its prospectus and its articles of incorporation on the Effective Date. The outstanding liabilities generally comprise fees and expenses due but not paid, as reflected in the assets of the Merging Fund.
Any additional liabilities accruing after the Effective Date will be borne by the Receiving Sub-Fund.
The legal, advisory and administrative costs associated with the preparation and the completion of the Merger will be borne by Tideway Investment Partners LLP.
Shares in the Merging Fund will be cancelled and Shareholders will be issued with shares of the Receiving Sub-Fund, which will be issued without charge and in registered form. The total value of the shares the Shareholders will receive in the Receiving Sub-Fund will correspond to the total value of the Shares the Shareholders held in the Merging Fund.
The number of shares that Shareholders will be allocated in the Receiving Fund is based on the net asset value of the respective classes of Shares of the Merging Fund and the net asset value of the Receiving Sub-Fund calculated in accordance with the provisions of the relevant prospectuses and as at 17:00 (CET) on the Effective Date.
Shareholders should note that the net asset value per share of the Merging Fund and that of the Receiving Sub-Fund on the Effective Date may not necessarily be the same. Therefore, while the overall value of their holding will remain the same, Shareholders may receive a different number of shares in the Receiving Sub-Fund than they had previously held in the Merging Fund.
In case the application of the relevant exchange ratios will not lead to the issuance of full shares, the Merging Fund’s shareholders will receive fractions of shares up to four decimal points within the Receiving Fund.
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5. Additional Information
Anti-money laundering requirements
The anti-money laundering requirements for the Receiving Fund will remain broadly the same as the Merging Fund. However, Shareholders may be required to provide shareholder verification and other additional documentation to Capita Financial Administrators (Ireland) Limited in its capacity as administrator to the Receiving Fund. Capita Financial Administrators (Ireland) Limited will contact the Shareholders concerned directly.
Data Protection
In view of the Merger, the information and documentation provided by Shareholders in respect of their shareholding in the Merging Fund, including account opening information and information included in the Merging Fund’s register of shareholders and personal data to be processed in accordance with amended Law of 2 August 2002 on the Protection of Persons with regard to the Processing of Personal Data (the “Information”) which are currently maintained and processed by European Fund Administration S.A., in its capacity as registrar and transfer agent of the Merging Fund, WARBURG INVEST LUXEMBOURG S.A. as central administration of the Merging Fund, and M.M. Warburg & CO Luxembourg S.A. as custodian of the Merging Fund, will need to be disclosed and transferred to Capita Financial Administrators (Ireland) Limited and BNY Mellon Trust Company (Ireland) Limited (the “Recipients”) for the provision of the relevant services to the Receiving Fund and Receiving Sub-Fund(s).

The Information disclosed and transferred to the Recipients may also include the information and personal data of the representatives and/or authorised signatories and/or beneficial owners and the shareholders in the Merging Fund therefore need to secure the consent of these persons to the disclosure, transfer and use of their information and personal data to/by the Recipients.
By participating in the Merger Shareholder are waiving confidentiality and consent to the processing of their personal data in relation to the disclosure, transfer and use of the Information to/by the Recipients (as further detailed hereafter and in the prospectus of the Receiving Fund).
Shareholders may refuse or revoke their waiver or consent but such refusal or revocation will prevent them from participating in the Merger.
Shareholders are notified that the Information might be disclosed to the Recipients as from 17 March 2016.
If the Merger is approved and implemented, the Information will also be deemed to apply in respect of your holding of shares in the Receiving Sub-Fund, unless shareholders contact the administrator of the Receiving Fund to notify the Receiving Fund of any changes to such information or documentation. The application form for shares in the Receiving Sub-Fund is available on request from the administrator of the Receiving Fund, who can be contacted at: Capita Financial Administrators (Ireland) Limited, 2nd Floor, 2 Grand Canal Square, Grand canal Harbour, Dublin 2, Ireland, Tel:+353 1 400 5300, Fax:+353 1 400 5350. Email: DublinTA@capitafinancial.com