Notice to shareholders Letter (merger sub-funds)

Rathbone Luxembourg Funds SICAV, mergers of sub-funds 

Rathbone Luxembourg Funds SICAV
Société d'investissement à capital variable
Registered office: 16, Boulevard d’Avranches
L-1160 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 206.009
(the "Company")

Luxembourg, 5 July 2019

 

Subject: Mergers of certain sub-funds of the Company (the "Mergers") and changes to the Company’s prospectus

 

Dear Shareholder,

The purpose of this letter is to inform you about the mergers of four sub-funds of the Company, namely Rathbone Ethical Bond Fund Accumulation Sub-fund, Rathbone Income Fund Accumulation Sub-fund, Rathbone Multi-Asset Strategic Growth Portfolio Income Sub-fund and Rathbone Multi-Asset Total Return Portfolio Income Sub-fund (each a “Merging Sub-Fund” and all together “Merging Sub-Funds”) into four other sub-funds of the Company, namely Rathbone Ethical Bond Fund Income Sub-fund, Rathbone Income Fund Income Sub-Fund, Rathbone Multi-Asset Strategic Growth Portfolio Accumulation Sub-fund and Rathbone Multi-Asset Total Return Portfolio Accumulation Sub-fund, respectively (each a “Receiving Sub-Fund” and all together the “Receiving Sub-Funds”), as per the below table.

Merging Sub-Fund

Receiving Sub-Fund

Rathbone Ethical Bond Fund Accumulation Sub-fund

Rathbone Ethical Bond Fund Income Sub-fund

Rathbone Income Fund Accumulation Sub-fund

Rathbone Income Fund Income Sub-fund

Rathbone Multi-Asset Strategic Growth Portfolio Income Sub-fund

Rathbone Multi-Asset Strategic Growth Portfolio Accumulation Sub-fund

Rathbone Multi-Asset Total Return Portfolio Income Sub-fund

Rathbone Multi-Asset Total Return Portfolio Accumulation Sub-fund

 

We are writing to you in your capacity as shareholder of either one or more of the Merging Sub-Funds or Receiving Sub-Funds.

Following the Mergers, the Merging Sub-Funds shall cease to exist.

We would also like to inform you of certain changes to the prospectus of the Company (the "Prospectus") as described in section 7 “Prospectus changes” hereafter.
 

1.  Rationale and background for the Mergers

Because each pair of Merging Sub-Fund and Receiving Sub-Fund shares similar investment objectives, fee and expenses and target investor profiles, the board of directors of the Company (the "Board") believes that it is in the best interests of shareholders to merge these sub-funds and focus on a single portfolio per investment strategy, which will offer economies of scale to existing shareholders of these sub-funds. The amount of assets under management for each sub-fund as at 30 March 2019 is shown in the table below.

Merging Sub-fund

Launch date

AUM on 30 March 2019

Receiving Sub-fund

Launch date

AUM on 30March 2019

Rathbone Ethical Bond Fund Accumulation Sub-fund

20 May 2019

£20,899,039

Rathbone Ethical Bond Fund Income Sub-fund

20 May 2019

£151,281,049

Rathbone Income Fund Accumulation Sub-fund

17 October 2016

£455,635

 

Rathbone Income Fund Income Sub-Fund

17 October 2016

£5,323,682

Rathbone Multi-Asset Strategic Growth Portfolio Income Sub-fund

18 July 2016

£59,928,208

Rathbone Multi-Asset Strategic Growth Portfolio Accumulation Sub-fund

25 May 2016

£139,240,127

Rathbone Multi-Asset Total Return Portfolio Income Sub-fund

18 July 2016

£21,761,534

Rathbone Multi-Asset Total Return Portfolio Accumulation Sub-fund

25 May 2016

£52,580,487

 

The share classes of the Merging Sub-Funds will be merged with the corresponding share class of the relevant Receiving Sub-Fund or will be merged with share classes of the relevant Receiving Sub-Fund which have the same characteristics and which have been specifically created for the purpose of the Mergers.

The Board has therefore decided, in accordance with Article 66(4) of the Luxembourg law of 17 December 2010 on undertakings for collective investment, as amended (the "2010 Law") and article 24 of the articles of incorporation of the Company (the “Articles”), to merge the Merging Sub-Funds into the Receiving Sub-Funds.

However, please note that the Board did not examine the suitability of the Mergers in respect of shareholders’ individual needs or risk tolerance. Shareholders are advised to seek independent financial / tax advice in respect of their individual circumstances.

The names of the Receiving Sub-Funds will also be amended to remove the "Accumulation" or "Income" reference which originally referred to the share classes characteristics and to remove the term "Sub-Fund". The term "SICAV" will also be added to the Receiving Sub-Funds names as detailed in the below table.

Receiving Sub-Fund Name

New Name

Rathbone Ethical Bond Fund Income Sub-Fund

Rathbone SICAV Ethical Bond Fund

Rathbone Income Fund Income Sub-Fund

Rathbone SICAV Income Fund

Rathbone Multi-Asset Strategic Growth Portfolio Accumulation Sub-Fund

Rathbone SICAV Multi-Asset Strategic Growth Portfolio

Rathbone Multi-Asset Total Return Portfolio Accumulation Sub-Fund

Rathbone SICAV Multi-Asset Total Return Portfolio

 

2.  Impact on shareholders and shareholders' rights

Shareholders who do not wish to participate in the Mergers, may redeem their shares or switch their holding, free from any charge, until 5 August 2019 (before the applicable dealing cut-off time), into any other sub-fund of the Company, details of which are disclosed in the current Prospectus.

Upon the Effective Date, shareholders who have not instructed redemption or conversion of their shares in the Merging Sub-Funds will become shareholders of the Receiving Sub-Funds and will receive shares of the Receiving Sub-Funds, as further detailed in the table contained in Section 4 below. The aggregate value of the shares held by a shareholder in the Merging Sub-Funds will be equal to the value of the shares to be held by such shareholder in the Receiving Sub-Funds.

For the avoidance of doubt, shareholders will continue to hold shares in a Luxembourg regulated investment company and benefit from the same rights and from the general safeguards applicable under an Undertakings for Collective Investment in Transferable Securities ("UCITS").

If shareholders of the Merging Sub-Funds become shareholders of the Receiving Sub-Funds, they may continue participating and exercising their voting rights in shareholder meetings, instruct redemption and conversion of their shares on any dealing day and may, depending on their share class, be eligible for distributions in accordance with the Articles and the Prospectus as from the day following the Effective Date.

It is not contemplated that the portfolio of the Merging Sub-Funds be rebalanced before the Mergers. In the best interests of shareholders, the Mergers will indeed be organized so that 100% of the Merging Sub-Funds’ portfolios will be transferred in kind to the Receiving Sub-Funds’ portfolios.

It is not expected that the Receiving Sub-Funds portfolios be rebalanced in the context of the Mergers.

The Mergers are not expected to entail a dilution effect on the Receiving Sub-Funds.

In addition and to facilitate the Mergers, the following dealing restrictions will be applied in relation to the Merging Sub-Funds:

  • New investors will not be permitted to invest for shares in the Merging Sub-Funds or Receiving Sub-Funds on the day before the Effective date of the Mergers;
     
  • Existing shareholders will not be permitted to subscribe for additional shares in the Merging Sub-Funds or Receiving Sub-Funds on the day before the Effective date of the Mergers; and
     
  • Existing shareholders of the Merging Sub-Funds or Receiving Sub-Funds will not be permitted to redeem or switch their holdings on the day before the Effective date of the Mergers.
     

There will be no changes to the fees and characteristics of each share classes and their ISINs.

The below table shows the corresponding share classes that will be merged, as applicable:

Merging Sub-Funds

Merging Share Classes

Receiving Sub-Funds

Receiving Share Classes

Rathbone Ethical Bond Fund Accumulation Sub-fund

L ACC GBP

L ACC EUR

L ACC USD

L ACC CHF

Rathbone SICAV Ethical Bond Fund

L ACC GBP

L ACC EUR

L ACC USD

L ACC CHF

Rathbone Income Fund Accumulation Sub-fund

L ACC GBP

L ACC EUR

L ACC USD

Rathbone SICAV Income Fund

L ACC GBP

L ACC EUR

L ACC USD

Rathbone Multi-Asset Strategic Growth Portfolio Income Sub-fund

L INC EUR

L INC GBP

L INC USD

 

Rathbone SICAV Multi-Asset Strategic Growth Portfolio

L INC EUR

L INC GBP

L INC USD

Rathbone Multi-Asset Total Return Income Portfolio Sub-fund

L INC GBP

L INC EUR

L INC USD

Rathbone SICAV Multi-Asset Total Return Portfolio

L INC GBP

L INC EUR

L INC USD

 

3.  Comparison between the Merging Sub-Funds and the Receiving Sub-Funds

Each pair of Merging Sub-Fund and Receiving Sub-Fund shares the same investment process, investment objective and a similar investment universe as well as the same risk management process.

Each pair of Merging Sub-Fund and Receiving Sub-Fund is compared in Appendices I, II, III and IV. For a complete description of the respective investment objectives and policies and related risks of the Merging Sub-Funds and the Receiving Sub-Funds, please refer to the Prospectus and the attached Key Investor Information Documents ("KIIDs") of the Receiving Sub-Funds.  Shareholders are invited to carefully read the attached KIIDs of the Receiving Sub-Funds.

 

4.  Mergers Procedure

The Mergers will become effective as of 12 August 2019 at midday (Luxembourg time) (the "Effective Date").

Upon the Effective Date, each Merging Sub-Fund will transfer all its assets and liabilities (the "Assets") to the relevant Receiving Sub-Fund (as detailed above).

Any accrued income in the Merging Sub-Funds at the time of the Mergers will be included in the calculation of their asset value per share and such accrued income will be accounted for an ongoing basis after the Mergers in the net asset value per share calculation in the relevant share class of the Receiving Sub-Funds. The Assets will be valued as of the Effective Date in accordance with the valuation principles contained in the Prospectus and the Articles. The outstanding liabilities generally comprise fees and expenses due but not paid, as reflected in the Assets.

Shareholders of the Merging Sub-Funds who have not instructed redemption or exchange of their shares in the Merging Sub-Funds will receive shares of the corresponding classes of shares in the Receiving Sub-Funds, which will be issued without charge, without par value and in registered form (the "New Shares").

For shareholders of the Merging Sub-Funds, the total value of New Shares which they will receive will correspond to the total value of their shares in the Merging Sub-Funds. The number of New Shares to be allocated to shareholders of the Merging Sub-Funds will be based on the net asset value per share of the Merging Sub-Funds as at the Effective Date and the initial issue price per share in the corresponding share class in the Receiving Sub-Funds. The initial issue price per share will correspond to the net asset value per share as at the Effective Date.

As a consequence of that, the exchange ratio that shall be applied to the shareholders of the Merging Sub-Funds will be 1 to 1, i.e. one share in the Merging Sub-Funds will give entitlement to the shareholder concerned to one New Share in the Receiving Sub-Funds, the share of the Merging Sub-Funds and the New Shares having the same net asset value immediately before and after the Mergers.
 

5.  Costs of the Mergers

The expenses incurred in the Mergers, including legal, accounting, custody and other administration costs will be borne by Rathbone Unit Trust Management Limited.

 

6.  Tax impact

The Mergers will not subject the Merging Sub-Funds, the Receiving Sub-Funds or the Company to taxation in Luxembourg. Investors may however be subject to taxation in their tax domiciles or other jurisdictions where they pay taxes.

Notwithstanding the above, as tax laws differ widely from country to country, investors are advised to consult their tax advisers as to the tax implications of the Mergers specific to their individual cases. 

 

7.  Prospectus changes

We would also like to inform you of the following changes which will be made to the Prospectus with effect on the Effective Date.

 

A.  Change of the settlement date for all sub-funds
 

a.   Subscription

Change of the period during which the subscription amount for each share must reach the Depositary from three Business Days to four Business Days from the applicable Dealing Day as defined in the Prospectus.

Current settlement date

New settlement date

Three Business Days from the applicable Dealing Day

Four Business Days from the applicable Dealing Day

 

b.   Redemption

Change of the period during which the redemption proceeds for shares may be paid by wire transfer to the shareholder from five Business Days to four Business Days from the applicable Dealing Day.

Current settlement date

New settlement date

Five Business Days from the applicable Dealing Day

Four Business Days from the applicable Dealing Day

 

B.  Change of the dealing cut-off time for all sub-funds

Change of dealing cut-off time will be moved from 12:00 CET to 10:00 CET for all sub-funds of the Company with effect from 12 August 2019.

 

C.  Change of the investor profile for all sub-funds

Change of the investor profile as detailed in Appendices I, II, III and IV for the Receiving Sub-Funds Rathbone Ethical Bond Fund Income Sub-Fund, Rathbone Income Fund Income Sub-Fund, Rathbone Multi-Asset Strategic Growth Portfolio Accumulation Sub-Fund and Rathbone Multi-Asset Total Return Portfolio Accumulation Sub-Fund.

 

D.  Change of investment policy of the sub-funds Rathbone Multi-Asset Total Return Portfolio Accumulation Sub-Fund and Rathbone Multi-Asset Strategic Growth Portfolio Accumulation Sub-Fund concerning the asset allocation range

a.  For Rathbone Multi-Asset Strategic Growth Portfolio Accumulation Sub-Fund 

The Board has decided to clarify that the investment limits set out below are not hard limits and may be temporarily exceeded from time to time.

  • The liquidity assets percentage will be amended from “10-20%” to “0-20%”.

In the Liquidity assets section, the paragraph will be amended as follows:

 “These are assets that are typically easy to buy and sell during periods of market distress or dislocation. These include cash denominated in USD, GBP, Euros and Yen, government bonds (including index linked government bonds) and high-quality investment grade corporate bonds. This will typically represent 100- 20% of the portfolio but may from time to time (but only on a temporary basis) exceed these limits.

 

  • The Equity-type risk assets paragraph will be amended as follows :

“These are assets that have the potential to drive growth in the portfolio with a high correlation to equity markets. These include investment grade and high yield corporate bonds, developed and emerging market equities and private equity. This will typically represent 40-80% of the portfolio but may from time to time (but only on a temporary basis) exceed these limits.

 

  • The Diversifier assets first paragraph will be amended as follows :

“These are assets that have the potential to reduce or offset equity risk during periods of market distress. These include Other UCIs with exposure to property, targeted return strategies, macro strategies, infrastructure, systematic and uncorrelated strategies. This will typically represent 10-50% of the portfolio but may from time to time (but only on a temporary basis) exceed these limits.”
 

b.  For Rathbone Multi-Asset Total Return Portfolio Accumulation Sub-Fund

The Board has decided to change the asset allocation of this sub-fund in order to increase its exposure to liquidity assets and diversifier assets, and reduce its exposure to equity-type risk assets whilst allowing the investment manager of this sub-fund, Rathbone Unit Trust Management Limited, greater flexibility to change the asset allocation according to the manager’s investment strategy. The Board has also decided to clarify that the investment limits set out below are not hard limits and may be temporarily exceeded from time to time.
 

  • The liquidity assets percentage will be amended from “up to 10%” to “10-50%”.

In the Liquidity assets section, the paragraph will be amended as follows:

“These are assets that are typically easy to buy and sell during periods of market distress or dislocation. These include cash denominated in USD, GBP, Euros and Yen, government bonds (including index linked government bonds) and high-quality investment grade corporate bonds. This will typically represent up to 10-50% of the portfolio but may from time to time (but only on a temporary basis) exceed these limits”.

 

  • The Equity-type risk assets percentage will be amended from “70-100%” to “20-60%”.

In the Equity-type risk assets section, the paragraph will be amended as follows:

“These are assets that have the potential to drive growth in the portfolio with a high correlation to equity markets. These include investment grade and high yield corporate bonds, developed and emerging market equities. This will typically represent 270-1060% of the portfolio but may from time to time (but only on a temporary basis) exceed these limits”.

 

  • The Diversifier assets percentage will be amended from “up to 20%” to “10-60%.

In the Diversifier assets section, the paragraph will be amended as follows:

“These are assets that have the potential to reduce or offset equity risk during periods of market distress. These include Other UCIs with exposure to property, targeted return strategies, macro strategies, infrastructure, systematic and uncorrelated strategies. This will typically represent up to 10-6020% of the portfolio but may from time to time (but only on a temporary basis) exceed these limits”.

 

E.  Change of the Receiving Sub-Funds names

The amendment of the Receiving Sub-Funds names is mainly motivated by the fact that reference to the Accumulation or Income which originally referred to the share classes characteristics is no longer relevant as, following the Mergers, there will be respectively accumulation and income classes in the Receiving Sub-Funds.

Receiving Sub-Fund Name

New Name

Rathbone Ethical Bond Fund Income Sub-fund

Rathbone SICAV Ethical Bond Fund

Rathbone Multi-Asset Strategic Growth Portfolio Accumulation Sub-fund

Rathbone SICAV Multi-Asset Strategic Growth Portfolio

Rathbone Multi-Asset Total Return Portfolio Accumulation Sub-fund

Rathbone SICAV Multi-Asset Total Return Portfolio

Rathbone Income Fund Income Sub-fund

Rathbone SICAV Income Fund

 

Shareholders who do not agree with the changes referred to in items B and D above, may redeem their shares or switch their holding, free from any charge, until 5 August 2019 (before the applicable dealing cut-off time), into any other sub-fund of the Company, details of which are disclosed in the current Prospectus.
 

8.  Availability of Documents

The common merger proposal, the Prospectus reflecting the abovementioned changes and the relevant KIIDs are available at the registered office of the Company, upon request, free of charge.

Upon request, copies of the report of the approved statutory auditor of the Company relating to the Mergers may be obtained free of charge at the registered office of the Company.

Copies of material contracts of the Company may be obtained and/or inspected free of charge at the registered office of the Company.

If you have any queries about the proposed Mergers or require any further information, please contact Rathbone Luxembourg Funds SICAV or your relationship manager.

On behalf of Rathbone Luxembourg Funds SICAV,

 

 

_________________________

By: Suman Sharma

Director

 

 

 

APPENDIX I

 

COMPARISON OF KEY FEATURES OF the sub-fund Rathbone Ethical Bond Fund Accumulation Sub-fund (the "Merging Sub-Fund") and the sub-fund Rathbone SICAV Ethical Bond Fund (the "Receiving Sub-Fund")

Shareholders are invited to refer to the Prospectus for more information on the respective features of the Merging Sub-Fund and the Receiving Sub-Fund.

Shareholders' attention is drawn to the fact that, the amendments described in section “7. Prospectus changes” of this notice will come into effect on the Effective Date. These changes are already reflected below in the table relating to the Rathbone SICAV Ethical Bond Fund (to be read in the column relating to Rathbone SICAV Ethical Bond Fund).

Unless stated otherwise, the terms used in this Appendix I are as defined in the Prospectus.

PRODUCT FEATURES

THE MERGING SUB-FUND

THE RECEIVING SUB-FUND

 

Name of the sub-fund

Rathbone Ethical Bond Fund Accumulation Sub-Fund

Rathbone SICAV Ethical Bond Fund

 

Name of the Fund

Rathbone Luxembourg Funds SICAV

Rathbone Luxembourg Funds SICAV

 

Reference Currency of the sub-fund

GBP

GBP

 

Reference Currency of the Fund

GBP

GBP

 

Financial year

1 October to 30 September

1 October to 30 September

 

Annual General Meeting

1st Wednesday in January

1st Wednesday in January

 

I.  Investment Objectives and Policies and related risks

 

Investment Objective and Policies

The objective of the Sub-Fund is to provide a regular, above average income through investing in a range of fixed income and fixed income related instruments of issuers worldwide that meet strict criteria ethically and financially.

The objective of the Sub-Fund is to provide a regular, above average income through investing in a range of fixed income and fixed income related instruments of issuers worldwide that meet strict criteria ethically and financially.

 

Investor Profile

This Sub-Fund is suitable for investors who are seeking reasonable income and capital appreciation over a 5 to 10 year timeframe and who are prepared to accept risk to their capital and a moderate level of volatility in the value of their investments.

This Sub-Fund is suitable for investors who understand the sub-fund risks, want an investment that focuses on above average income, and intend to invest their money for at least five years.

 

Higher Synthetic Risk Reward Indicator (SRRI)

N/A

N/A

 

Specific Risk Consideration

Investors should note the specific risk warnings contained in section "Risk Warnings" of the Prospectus.

Investors should note the specific risk warnings contained in section "Risk Warnings" of the Prospectus.

 

Global Exposure Calculation Method

Commitment Approach

Commitment Approach

 

II. Share classes and minimum investment and holding requirements

 

Share Classes

 

L ACC GBP

L ACC EUR

L ACC USD

L ACC CHF

L ACC GBP

L ACC EUR

L ACC USD

L ACC CHF

L INC GBP

L INC EUR

L INC USD

L INC CHF

L ACC JPY

L INC JPY

 

Minimum subscription and subsequent investment

All GBP Classes of Shares are subject to a minimum initial subscription amount of GBP 1,000,000 and a minimum subsequent subscription amount of GBP 500.

All EUR Classes of Shares are subject to a minimum initial subscription amount of EUR 1,000,000 and a minimum subsequent subscription amount of EUR 1,000.

All USD Classes of Shares are subject to a minimum initial subscription amount of USD 1,000,000 and a minimum subsequent subscription amount of USD 1,000.

All CHF Classes of Share are subject to a minimum initial subscription amount of CHF 1,000,000 and a minimum subsequent subscription amount of CHF nil.

All GBP Classes of Shares are subject to a minimum initial subscription amount of GBP 1,000,000 and a minimum subsequent subscription amount of GBP 500.

All EUR Classes of Shares are subject to a minimum initial subscription amount of EUR 1,000,000 and a minimum subsequent subscription amount of EUR 1,000.

All USD Classes of Shares are subject to a minimum initial subscription amount of USD 1,000,000 and a minimum subsequent subscription amount of USD 1,000.

All CHF Classes of Share are subject to a minimum initial subscription amount of CHF 1,000,000 and a minimum subsequent subscription amount of CHF nil.

All JPY Classes of Share are subject to a minimum initial subscription amount of JPY 100,000,000, and a minimum subsequent subscription amount of JPY nil.

 

Minimum Holding

All GBP Classes of Shares are subject to a minimum holding amount of GBP 1, 000.

All EUR Classes of Shares are subject to a minimum holding amount of EUR 2,000.

All USD Classes of Shares are subject to a minimum holding amount of USD 2,000.

All CHF Classes of Share are subject to a minimum holding amount of CHF 2,000.

All GBP Classes of Shares are subject to a minimum holding amount of GBP 1,000.

All EUR Classes of Shares are subject to a minimum holding amount of EUR 2,000.

All USD Classes of Shares are subject to a minimum holding amount of USD 2,000.

All CHF Classes of Share are subject to a minimum holding amount of CHF 2,000.

All JPY Classes of Share are subject to a minimum holding amount of JPY 200,000.

 

III. FEES TO BE BORNE BY THE SHAREHOLDERS

 

Subscription fee

N/A

N/A

Redemption fee

N/A

N/A

IV. FEES PAID OUT OF THE SUB-FUND ASSETS

Maximum Management Company Fees

 

0.49% for all four share classes :

L ACC GBP

L ACC EUR

L ACC USD

L ACC CHF

0.49% for all share classes:

L ACC GBP

L ACC EUR

L ACC USD

L ACC CHF

Conversion Fees

N/A

N/A

Ongoing charges

(comprising all incurred fees including the synthetic cost of holding underlying sub-funds) as at 28 May 2019

L ACC GBP: 0.49%

L ACC EUR: 0.49%

L ACC USD: 0.49%

L ACC CHF: 0.49%

L ACC GBP: 0.49%

L ACC EUR: 0.49%

L ACC USD: 0.49%

L ACC CHF: 0.49%

V. SERVICE PROVIDERS

Management Company

FundRock Management Company S.A.

H2O Building

33, rue de Gasperich

L-5826, Hesperange

Grand Duchy of Luxembourg

FundRock Management Company S.A.

H2O Building

33, rue de Gasperich

L-5826, Hesperange

Grand Duchy of Luxembourg

Multi-Manager Structure

N/A

N/A

Depositary

HSBC France, Luxembourg Branch, 16, boulevard d’Avranches,

L-1160 Luxembourg,

Grand Duchy of Luxembourg

HSBC France, Luxembourg Branch, 16, boulevard d’Avranches,

L-1160 Luxembourg,

Grand Duchy of Luxembourg

Auditor

Deloitte Audit, Société à responsabilité limitée, 560 rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

Deloitte Audit, Société à responsabilité limitée, 560 rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

 

 

APPENDIX II

COMPARISON OF KEY FEATURES OF the sub-fund Rathbone Income Fund Accumulation Sub-Fund (the "Merging Sub-Fund") and the sub-fund Rathbone SICAV Income Fund (the "Receiving Sub-Fund")

Shareholders are invited to refer to the Prospectus for more information on the respective features of the Merging Sub-Fund and the Receiving Sub-Fund.

Shareholders' attention is drawn to the fact that, the amendments described in section “7. Prospectus changes” of this notice will come into effect on the Effective Date. These changes are already reflected below in the table relating to the Rathbone SICAV Income Fund (to be read in the column relating to Rathbone SICAV Income Fund).

Unless stated otherwise, the terms used in this Appendix II are as defined in the Prospectus.

PRODUCT FEATURES

THE MERGING SUB-FUND

THE RECEIVING SUB-FUND

 

Name of the sub-fund

Rathbone Income Fund Accumulation Sub-Fund

Rathbone SICAV Income Fund

 

Name of the Fund

Rathbone Luxembourg Funds SICAV

Rathbone Luxembourg Funds SICAV

 

Reference Currency of the sub-fund

GBP

GBP

 

Reference Currency of the Fund

GBP

GBP

 

Financial year

1 October to 30 September

1 October to 30 September

 

Annual General Meeting

1st Wednesday in January

1st Wednesday in January

 

I. Investment objectives and policies and related risks

 

Investment Objective and Policies

The objective of the Sub-Fund is to achieve above average and maintainable income but without neglecting capital security and growth. The Sub-Fund intends to achieve the objective primarily by gaining exposure to equity and equity related instruments with an above average yield.

The objective of the Sub-Fund is to achieve above average and maintainable income but without neglecting capital security and growth. The Sub-Fund intends to achieve the objective primarily by gaining exposure to equity and equity related instruments with an above average yield.

 

Investor Profile

This Sub-Fund is suitable for investors who are seeking sustainable above average income and capital appreciation over a five to ten year timeframe and who are prepared to accept risk on their capital and a moderate level of volatility in the value of their investments.

This Sub-Fund is suitable for investors who understand the sub-fund risks, want an investment that focuses on income, and intend to invest their money for at least five years.

 

Higher Synthetic Risk Reward Indicator (SRRI)

N/A

N/A

 

Specific Risk Consideration

Investors should note the specific risk warnings contained in section "Risk Warnings" of this Prospectus.

Investors should note the specific risk warnings contained in section "Risk Warnings" of this Prospectus.

 

Global Exposure Calculation Method

Commitment Approach

Commitment Approach

 

II. Share classes and minimum investment and holding requirements

 

Share Classes

 

L ACC GBP

L ACC EUR

L ACC USD

 

L ACC GBP

L ACC EUR

L ACC USD

L INC GBP

L INC EUR

L INC USD

 

Minimum subscription and subsequent investment

All GBP classes of shares are subject to a minimum initial subscription amount of GBP 1,000,000 and a minimum subsequent subscription amount of GBP 500.

All EUR classes of shares are subject to a minimum initial subscription amount of EUR 1,000,000 and a minimum subsequent subscription amount of EUR 1,000.

All USD classes of shares are subject to a minimum initial subscription amount of USD 1,000,000 and a minimum subsequent subscription amount of USD 1,000.

 

All GBP classes of shares are subject to a minimum initial subscription amount of GBP 1,000,000 and a minimum subsequent subscription amount of GBP 500.

All EUR classes of shares are subject to a minimum initial subscription amount of EUR 1,000,000 and a minimum subsequent subscription amount of EUR 1,000.

All USD classes of shares are subject to a minimum initial subscription amount of USD 1,000,000 and a minimum subsequent subscription amount of USD 1,000.

 

Minimum Holding

All GBP classes of shares are subject to a minimum holding amount of GBP 1,000.

All EUR classes of shares are subject to a minimum holding amount of EUR 2,000.

All USD classes of shares are subject to a minimum holding amount of USD 2,000.

All GBP classes of shares are subject to a minimum holding amount of GBP 1,000.

All EUR classes of shares are subject to a minimum holding amount of EUR 2,000.

All USD classes of shares are subject to a minimum holding amount of USD 2,000.

 

III. FEES TO BE BORNE BY THE SHAREHOLDERS

 

Subscription fee

N/A

N/A

Redemption fee

N/A

N/A

IV. FEES PAID OUT OF THE Sub-FUND ASSETS

Maximum Management Company Fees

 

0.75% for all share classes:

L ACC GBP

L ACC EUR

L ACC USD

0.75% for all share classes:

L INC GBP

L INC EUR

L INC USD

Conversion Fees

N/A

N/A

Ongoing charges

(comprising all incurred fees including the synthetic cost of holding underlying sub-funds)

as at 28 May 2019

L ACC GBP: 0.75%

L ACC EUR: 0.90% est.

L ACC USD: 0.90% est.

 

L ACC GBP: 0.75%

L ACC EUR: 0.90% est.

L ACC USD: 0.90% est.

 

V. Service Providers

 

Management Company

FundRock Management Company S.A.

H2O Building

33, rue de Gasperich

L-5826, Hesperange

Grand Duchy of Luxembourg

FundRock Management Company S.A.

H2O Building

33, rue de Gasperich

L-5826, Hesperange

Grand Duchy of Luxembourg

Multi-Manager Structure

N/A

N/A

Depositary

HSBC France, Luxembourg Branch, 16, boulevard d’Avranches,

L-1160 Luxembourg,

Grand Duchy of Luxembourg

HSBC France, Luxembourg Branch, 16, boulevard d’Avranches,

L-1160 Luxembourg,

Grand Duchy of Luxembourg

Auditor

Deloitte Audit, Société à responsabilité limitée, 560 rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

Deloitte Audit, Société à responsabilité limitée, 560 rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

 

 

APPENDIX III

COMPARISON OF KEY FEATURES OF the sub-fund Rathbone Multi-Asset Strategic Growth Portfolio Income Sub-fund (the "Merging Sub-Fund") and the sub-fund Rathbone SICAV Multi-Asset Strategic Growth Portfolio (the "Receiving Sub-Fund")

Shareholders are invited to refer to the Prospectus for more information on the respective features of the Merging Sub-Fund and the Receiving Sub-Fund.

Shareholders' attention is drawn to the fact that, the amendments described in section “7. Prospectus changes” of this notice will come into effect on the Effective Date. These changes are already reflected below in the table relating to the Rathbone SICAV Multi-Asset Strategic Growth Portfolio (to be read in the column relating to Rathbone SICAV Multi-Asset Strategic Growth Portfolio).

Unless stated otherwise, the terms used in this Appendix III are as defined in the Prospectus.

 

PRODUCT FEATURES

THE MERGING SUB-FUND

THE RECEIVING SUB-FUND

 

Name of the sub-fund

Rathbone Multi-Asset Strategic Growth Portfolio Income Sub-Fund

Rathbone SICAV Multi-Asset Strategic Growth Portfolio

 

Name of the Fund

Rathbone Luxembourg Funds SICAV

Rathbone Luxembourg Funds SICAV

 

Reference Currency of the sub-fund

GBP

GBP

 

Reference Currency of the Fund

GBP

GBP

 

Financial year

1 October to 30 September

1 October to 30 September

 

Annual General Meeting

1st Wednesday in January

1st Wednesday in January

 

I. Investment ObjectiveS and Policies AND RELATED RISKS

 

Investment Objective and Policies

The investment objective of the Sub-Fund is to seek to achieve a long term total return of between 3% and 5% above the Consumer Price Index (CPI) over a minimum five year period by investing in variable proportions in ‘liquidity’ assets, ’equity type risk’ assets, and ‘diversifier’ assets.

The investment objective of the Sub-Fund is to seek to achieve a long term total return of between 3% and 5% above the Consumer Price Index (CPI) over a minimum five year period by investing in variable proportions in ‘liquidity’ assets, ’equity type risk’ assets, and ‘diversifier’ assets.

 

Investor Profile

This Sub-Fund is suitable for investors who are seeking reasonable income and capital appreciation over a 5 to 10 year timeframe and who are prepared to accept risk to their capital and a moderate level of volatility in the value of their investments.

This Sub-Fund is suitable for Investors who understand the sub-fund risks, want an investment that focuses on growth, and intend to invest their money in these investments for a minimum of five years or preferably longer.

 

Higher Synthetic Risk Reward Indicator (SRRI)

N/A

N/A

 

Specific Risk Consideration

Investors should note the specific risk warnings contained in section "Risk Warnings" of this Prospectus.

Investors should note the specific risk warnings contained in section "Risk Warnings" of this Prospectus.

 

Global Exposure Calculation Method

Commitment Approach

Commitment Approach

 

 

II. Share classes and minimum investment and holding requirements

 

Share Classes

 

L INC EUR

L INC GBP

L INC USD

L ACC GBP

L0 ACC GBP

L1 ACC GBP

L2 ACC GBP

L3 ACC GBP

L ACC EUR

L3 ACC EUR

P1 ACC GBP

P2 ACC GBP

P3 ACC GBP

P0 ACC EUR

P1 ACC EUR

P2 ACC EUR

L ACC CHF

L INC GBP

L INC EUR

L INC USD

 

Minimum subscription and subsequent investment

All GBP Classes of Shares are subject to a minimum initial subscription amount of GBP 1,000,000 and a minimum subsequent subscription amount of GBP 500.

All EUR Classes of Shares are subject to a minimum initial subscription amount of EUR 1,000,000 and a minimum subsequent subscription amount of EUR 1,000.

All USD Classes of Shares are subject to a minimum initial subscription amount of USD 1,000,000 and a minimum subsequent subscription amount of USD 1,000.

 All GBP Classes of Shares are subject to a minimum initial subscription amount of GBP 1,000,000 and a minimum subsequent subscription amount of GBP 500.

All EUR Classes of Shares are subject to a minimum initial subscription amount of EUR 1,000,000 and a minimum subsequent subscription amount of EUR 1,000.

All USD Classes of Shares are subject to a minimum initial subscription amount of USD 1,000,000 and a minimum subsequent subscription amount of USD 1,000.

All CHF Classes of Share are subject to a minimum initial subscription amount of CHF 1,000,000 and a minimum subsequent subscription amount of CHF nil.

 

Minimum Holding

All GBP Classes of Shares are subject to a minimum holding amount of GBP 1,000.

All EUR Classes of Shares are subject to a minimum holding amount of EUR 2,000.

All USD Classes of Shares are subject to a minimum holding amount of USD 2,000.

All GBP Classes of Shares are subject to a minimum holding amount of GBP 1,000.

All EUR Classes of Shares are subject to a minimum holding amount of EUR 2,000.

All USD Classes of Shares are subject to a minimum holding amount of USD 2,000.

All CHF Classes of Share are subject to a minimum holding amount of CHF 2,000.

 

 

III. FEES TO BE BORNE BY THE SHAREHOLDERS

 

Subscription fee

N/A

N/A

Redemption fee

N/A

N/A

IV. FEES PAID OUT OF THE Sub-FUND ASSETS

Maximum Management Company Fees

 

0.5% for all share classes:

L INC EUR

L INC GBP

L INC USD

0.5% for all new share classes:

L INC GBP

L INC EUR

L INC USD

Conversion Fees

N/A

N/A

Ongoing charges

(comprising all incurred fees including the synthetic cost of holding underlying sub-funds)

as at 28 May 2019

L INC EUR: 0.81%

L INC GBP: 0.72%

L INC USD: 0.84%

L INC EUR: 0.81%

L INC GBP: 0.72%

L INC USD: 0.84%

V. Service Providers

 

Management Company

FundRock Management Company S.A.

H2O Building

33, rue de Gasperich

L-5826, Hesperange

Grand Duchy of Luxembourg

FundRock Management Company S.A.

H2O Building

33, rue de Gasperich

L-5826, Hesperange

Grand Duchy of Luxembourg

Multi-Manager Structure

N/A

N/A

Depositary

HSBC France, Luxembourg Branch, 16, boulevard d’Avranches,

L-1160 Luxembourg,

Grand Duchy of Luxembourg

HSBC France, Luxembourg Branch, 16, boulevard d’Avranches,

L-1160 Luxembourg,

Grand Duchy of Luxembourg

Auditor

Deloitte Audit, Société à responsabilité limitée, 560 rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

Deloitte Audit, Société à responsabilité limitée, 560 rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

 

 

APPENDIX IV

COMPARISON OF KEY FEATURES OF the sub-fund Rathbone Multi-Asset Total Return Portfolio Income Sub-fund (the "Merging Sub-Fund") and the sub-fund Rathbone SICAV Multi-Asset Total Return Portfolio (the "Receiving Sub-Fund")

Shareholders are invited to refer to the Prospectus for more information on the respective features of the Merging Sub-Fund and the Receiving Sub-Fund.

Shareholders' attention is drawn to the fact that, the amendments described in section “7. Prospectus changes” of this notice will come into effect on the Effective Date. These changes are already reflected below in the table relating to the Rathbone SICAV Multi-Asset Total Return Portfolio (to be read in the column relating to Rathbone SICAV Multi-Asset Total Return Portfolio).

Unless stated otherwise, the terms used in this Appendix IV are as defined in the Prospectus.

PRODUCT FEATURES

THE MERGING SUB-FUND

THE RECEIVING SUB-FUND

 

Name of the sub-fund

Rathbone Multi-Asset Total Return Portfolio Income Sub-Fund

Rathbone SICAV Multi-Asset Total Return Portfolio

 

Name of the Fund

Rathbone Luxembourg Funds SICAV

Rathbone Luxembourg Funds SICAV

 

Reference Currency of the sub-fund

GBP

GBP

 

Reference Currency of the Fund

GBP

GBP

 

Financial year

1 October to 30 September

1 October to 30 September

 

Annual General Meeting

1st Wednesday in January

1st Wednesday in January

 

I. Investment ObjectiveS and Policies AND RELATED RISKS

 

Investment Objective and Policies

The investment objective of the Sub-Fund is to seek to achieve a long term total return in excess of 2% above sterling six month LIBOR over a minimum three year period by investing in variable proportions in ‘liquidity’ assets, ’equity type risk’ assets, and ‘diversifier’ assets.

The investment objective of the Sub-Fund is to seek to achieve a long term total return in excess of 2% above sterling six month LIBOR over a minimum three year period by investing in variable proportions in ‘liquidity’ assets, ’equity type risk’ assets, and ‘diversifier’ assets.

 

Investor Profile

This Sub-Fund is suitable for investors who are seeking reasonable income and capital appreciation over a 5 to 10 year timeframe and who are prepared to accept risk to their capital and a low level of volatility in the value of their investments.

This Sub-Fund is suitable for investors who understand the sub-fund risks, want an investment that combines income and growth, and intend to invest their money in these investments for a minimum of three years, preferably longer.

 

Higher Synthetic Risk Reward Indicator (SRRI)

N/A

N/A

 

Specific Risk Consideration

Investors should note the specific risk warnings contained in section "Risk Warnings" of this Prospectus.

Investors should note the specific risk warnings contained in section "Risk Warnings" of this Prospectus.

 

Global Exposure Calculation Method

Commitment Approach

Commitment Approach

 

II. Share classes and minimum investment and holding requirements

 

Share Classes

 

L INC GBP

L INC EUR

L INC USD

L ACC GBP

L0 ACC GBP

L1 ACC GBP

L2 ACC GBP

L3 ACC GBP

L ACC EUR

L3 ACC EUR

P1 ACC GBP

P2 ACC GBP

P3 ACC GBP

P0 ACC EUR

P1 ACC EUR

P2 ACC EUR

L ACC CHF

L INC GBP

L INC EUR

L INC USD

 

Minimum subscription and subsequent investment

All GBP Classes of Shares are subject to a minimum initial subscription amount of GBP 1,000,000 and a minimum subsequent subscription amount of GBP 500.

All EUR Classes of Shares are subject to a minimum initial subscription amount of EUR 1,000,000 and a minimum subsequent subscription amount of EUR 1,000.

All USD Classes of Shares are subject to a minimum initial subscription amount of USD 1,000,000 and a minimum subsequent subscription amount of USD 1,000.

All GBP Classes of Shares are subject to a minimum initial subscription amount of GBP 1,000,000and a minimum subsequent subscription amount of GBP 500.

All EUR Classes of Shares are subject to a minimum initial subscription amount of EUR 1,000,000and a minimum subsequent subscription amount of EUR 1,000.

All USD Classes of Shares are subject to a minimum initial subscription amount of USD 1,000,000 and a minimum subsequent subscription amount of USD 1,000.

All CHF Classes of Share are subject to a minimum initial subscription amount of CHF 1,000,000and a minimum subsequent subscription amount of CHF nil.

 

Minimum Holding

All GBP Classes of Shares are subject to a minimum holding amount of GBP 1,000.

All EUR Classes of Shares are subject to a minimum holding amount of EUR 2,000.

All USD Classes of Shares are subject to a minimum holding amount of USD 2,000.

All GBP Classes of Shares are subject to a minimum holding amount of GBP 1,000.

All EUR Classes of Shares are subject to a minimum holding amount of EUR 2,000.

All USD Classes of Shares are subject to a minimum holding amount of USD 2,000.

All CHF Classes of Share are subject to a minimum holding amount of CHF 2,000.

 

III. FEES TO BE BORNE BY THE SHAREHOLDERS

 

Subscription fee

N/A

1% for L1 ACC GBP, P1 ACC GBP and P1 ACC EUR

2% for L2 ACC GBP, P2 ACC GBP and P2 ACC EUR

3% for L3 ACC GBP, L3 ACC EUR and P3 ACC GBP

None for the other share classes

Redemption fee

N/A

N/A

IV. FEES PAID OUT OF THE Sub-FUND ASSETS

Maximum Management Company Fees

 

0.5% for all share classes:

L INC GBP

L INC EUR

L INC USD

0.5% for all new share classes:

L INC GBP

L INC EUR

L INC USD

Conversion Fees

N/A

N/A

Ongoing charges

(comprising all incurred fees including the synthetic cost of holding underlying sub-funds) as at 28 May 2019

L INC GBP: 0.70%

L INC EUR: 0.83%

L INC USD: 0.79%

 

L INC GBP: 0.70%

L INC EUR: 0.83%

L INC USD: 0.79%

V. Service Providers

 

Management Company

FundRock Management Company S.A.

H2O Building

33, rue de Gasperich

L-5826, Hesperange

Grand Duchy of Luxembourg

FundRock Management Company S.A.

H2O Building

33, rue de Gasperich

L-5826, Hesperange

Grand Duchy of Luxembourg

Multi-Manager Structure

N/A

N/A

Depositary

HSBC France, Luxembourg Branch, 16, boulevard d’Avranches,

L-1160 Luxembourg,

Grand Duchy of Luxembourg

HSBC France, Luxembourg Branch, 16, boulevard d’Avranches,

L-1160 Luxembourg,

Grand Duchy of Luxembourg

Auditor

Deloitte Audit, Société à responsabilité limitée, 560 rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

Deloitte Audit, Société à responsabilité limitée, 560 rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

 

Total votes: 6

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