Q & A PAI Fund of Hedge Funds Restructuring

Transcription

1 Q & A PAI Fund of Hedge Funds Restructuring October 2011 General What is the date of the restructuring? Fund name Relevant effective date The AllWeather Fund Series II 23rd December 2011 AllWeather Strategy II EUR Fund 23rd December 2011 AllWeather Strategy II USD Fund 23rd December 2011 The DebtMaster Series II Fund 23rd December 2011 DR AllWeather Fund 1st December 2011 DR2 AllWeather Fund 1st December 2011 DR Momentum AllWeather Strategies II Fund 1st December 2011 DR2 Momentum AllWeather Strategies II Fund 1st December 2011 DR Meteor Opportunities Fund 1st December 2011 DR DebtMaster Fund 1st December 2011 Alternative Relevant Fund of Hedge Funds: The AllWeather Fund Series II, AllWeather Strategy II EUR Fund, AllWeather Strategy II USD Fund (collectively AllWeather ), The DebtMaster Series II Fund, DR AllWeather Fund and DR2 AllWeather Fund, DR Momentum AllWeather Strategies II Fund, DR2 Momentum AllWeather Strategies II Fund, DR Meteor Opportunities Fund and DR DebtMaster Fund (collectively DR Funds ). Who does this restructuring impact? For the scope of this Q&A, the restructuring impacts current investors in AllWeather Fund Series II, AllWeather Strategy II EUR Fund, AllWeather Strategy II USD Fund, The DebtMaster Series II Fund, DR AllWeather Fund, DR2 AllWeather Fund, DR Momentum AllWeather Strategies II Fund, DR2 Momentum AllWeather Strategies II Fund, DR Meteor Opportunities Fund and DR DebtMaster Fund. Why is this restructuring project taking place now? Over the past 3 years, our objective has been to improve the liquidity of our active funds by diversifying across strategies and new managers. We believe that it would now be appropriate for us to take further steps to simplify and streamline the fund structure across our product range thereby making it more attractive for new investors. This could enable us to further improve the liquidity and diversification potential of our funds. How do existing investors benefit from this restructuring? We believe that a restructuring at this time could help us attract inflows which would improve our prospects for better portfolio management and liquidity across our portfolios. What happened during the restructuring in early 2009? AllWeather restructuring In April 2009, we restructured Momentum AllWeather Fund, Momentum AllWeather Institutional Fund, Momentum AllWeather Liquidity Fund and Momentum AllWeather Strategies II Master Fund by pooling the liquid assets into Pioneer AllWeather Diversified Fund. Some of the illiquid assets were placed in AllWeather delayed redemption funds Page 1

2 ( DR AllWeather ). Redeeming investors received their redemption proceeds partially in cash and shares of the relevant DR AllWeather. Investors who chose not to redeem are currently exposed to DR AllWeather indirectly. Meteor restructuring On 4 th January 2010, the Meteor Opportunities Fund s pro-rata holding of DR Meteor Opportunities Fund shares were incorporated into the Meteor Opportunities Fund. Since then, a shareholder who redeems their holdings in the Meteor Opportunities Fund receives all proceeds in cash. What Net Asset Value will be used to transfer the value of the investors holdings? When will this Net Asset Value be available? The effective Net Asset Value for the DR Funds will be the one applicable on 30 th November 2011 and will be published on or around 22 nd December With respect to the AllWeather and The DebtMaster Series II Fund, the Net Asset Value will be the one applicable on 23 rd December 2011 and will be published on or around 23 rd December Will the Transfer Agent for the restructured funds remain the same? Yes. HSBC Luxembourg will be the sub-transfer Agent for all restructured funds. All contact details remain the same: HSBC Securities Services (Luxembourg) S.A. Attn: Transfer Agency 16, Boulevard d'avranches L-1160 Luxembourg Tel: Fax: transferagency@lu.hsbc.com When will contract notes be available from HSBC Luxembourg? For transactions effective on 1 st December 2011, contract notes will commence being issued after the 22 nd December when the 30 th November prices are published. Given the volume of transactions, it is expected that this could take a few weeks to complete. Contract notes for transactions dated 23 rd December 2011 will commence being issued after 20 th January Can current investor shareholdings be transferred during the restructuring process? From 25th November 2011, existing shareholdings, if impacted by the restructuring, will not be transferable until after the restructuring process is complete. Investors who wish to transfer their holdings should do so before 25 th November If this is not possible, transfers can commence once investors holdings have been transferred to the new fund company. HSBC Luxembourg will notify the relevant shareholders of any transfer requests sent through after 25th November 2011, since a new transfer request will need to be resubmitted in the new fund name after the completion of the restructure. What happens to the redemptions that are already in place for 24th January 2012 for funds involved in the restructuring? Owing to the restructure, redemption dates will now be earlier than year end. 24 th January 2012 redemptions will now take place on 23 rd December What are the tax consequences as a result of this restructuring? Please advise your client to refer to their tax advisor since we are unable to offer tax advice. Who can I contact if I do not have the contact details of my regional sales representative? Michelle Cardwell on michelle.cardwell@pioneeraltivest.com or the Fund of Fund Investment Communications team on FoF_InvComms@pioneerinvestments.com Page 2

3 DR Funds Will the name of investors DR Funds change after the restructuring? No. The names will remain the same. A new legal entity, called DR Fund Limited, will be launched to aggregate and manage the illiquid investments of the DR Funds in a more efficient structure. As an example, DR AllWeather Fund shareholders in the Momentum Performance Strategies Limited will receive DR AllWeather Fund shares in DR Funds Limited. Are the terms for investors holdings in DR Funds changing? Apart from receiving shares in a different company there is no material difference in the terms. Shares in the class funds of DR Funds Limited will not be redeemable at the option of shareholders. Holdings in the class funds of DR Funds Limited will diminish over time as illiquid investments are realised. As money is realised from underlying managers, cash disbursements from the class funds of DR Funds Limited will be made in the same way as they are currently made. Will the new DR funds have new security identifiers (e.g. ISINs)? Yes. New fund identifiers will be issued for the new class funds of DR Funds Limited since the legal entity is changing, What are the underlying assets and the number of holdings in the DR Funds? Transparency files for the existing DR Funds are available on request. Will an option on secondary market liquidity be offered to all existing and new investors (post restructuring) in DR Funds Limited? Although liquidity conditions have improved in the past 3 years, an extensive secondary market for illiquid hedge fund investments does not exist. However, grouping together the number of individual DR Funds may help to facilitate such a transaction from a practical perspective. The DR Funds Limited may appoint specialist advisors in this market segment and depending on market opportunities the directors of DR Funds Limited may revert to shareholders with further information on this in due course. The AllWeather Fund Series II, AllWeather Strategy II EUR Fund, AllWeather Strategy II USD Fund (collectively AllWeather ) From the perspective of a current investor, what does the latest AllWeather restructuring involve? The restructuring will involve: a) The transfer of existing AllWeather assets to the newly formed Pioneer Diversified Fund; b) The subsequent investment of the liquid portion of the Pioneer Diversified Fund into Pioneer Horizon Fund (renamed from Pioneer AllWeather Diversified Fund); c) And the investment of the illiquid AllWeather assets into Special Investment Class Fund, a class fund of the newly formed DR Funds Limited. DR Funds Limited has been designed specifically to aggregate and manage the remaining illiquid investments in a more efficient structure. Do existing investors need to do anything in order to receive their new shares in Pioneer Diversified Limited? No. All existing AllWeather investors will become shareholders in Pioneer Diversified Limited through a transfer of their AllWeather holdings. A contract note detailing the holding will be sent in due course by HSBC Luxembourg. From the relevant effective date, investors will no longer remain shareholders in AllWeather. What if investors redeem their shares after 23 rd December 2011? For investors who redeem from Pioneer Diversified Fund after 23 rd December 2011, redemption proceeds will be received partially in cash and partially in shares of Special Investment Class Fund, a class fund of the newly formed DR Funds Limited. Please note that the first available redemption date will be 24 th April The liquid portion of AllWeather was invested in Pioneer AllWeather Diversified Fund. Where will this be invested now? Pioneer AllWeather Diversified Fund will be renamed Pioneer Horizon Fund (a class fund of Pioneer Horizon Limited) which will continue to hold the liquid portion of investors holdings. Page 3

4 Will the new Pioneer Diversified Fund still have an illiquid portion in the portfolio? Yes. The holding is now less than 15%. The illiquid portion will now be held in Special Investment Class Fund, a class fund of the newly formed DR Funds Limited. Will be dealing terms of investors Pioneer Diversified Fund share class be the same as their current AllWeather fund? Yes. Within Pioneer Diversified Fund, multiple share classes are being created to replicate the terms of each of the current AllWeather funds. Fees, redemption notice and high water marks will all remain unchanged in the corresponding share class of Pioneer Diversified Fund. Will the Net Asset Value of the new share classes in Pioneer Diversified Fund be the same as that of the original AllWeather holding on 23 rd December 2011? No. Individual share classes have been established within Pioneer Diversified Fund to correspond to the base currency, dealing terms and fee structures that currently apply to each of the AllWeather funds (including the preservation of any high water marks).hence, the new share classes in Pioneer Diversified Fund will launch at $100 and 100. Will investors receive a different number of shares in Pioneer Diversified Fund as a result of this restructuring? Yes, the number of shares will change since the new share classes will have a new Net Asset Value. However, the total value of the investors holdings will remain unchanged. As an example, if an investor holds $30,000 of The AllWeather Fund Series II (Class B) at 23 rd December 2011 with a Net Asset Value of $111, they hold shares. When their holding is transferred to Pioneer Diversified Fund, which will launch at $100, they will hold 300 shares, but their value of $30,000 will remain unchanged. With the newly formed share classes of Pioneer Diversified Fund, have separate security identifiers (eg. ISIN). Yes. All share classes will launch with new identifiers. Will the new fund be listed? What happens to the old funds that were listed on the Irish Stock Exchange (ISE)? It is not the current intention of the Directors to list all of the shares classes of Pioneer Diversified Fund. However listings required for legal or fiscal purposes will be considered on a case by case basis. The DebtMaster Fund Series II ( DebtMaster ) DR DebtMaster Fund ( DR DebtMaster ), class fund of Momentum Performance Strategies Ltd What will be the impact of this restructuring on existing DebtMaster shareholders? DebtMaster will cease trading, shareholdings in DebtMaster will be compulsorily redeemed and all underlying positions will be liquidated. What Net Asset Value will be used to redeem holdings in DebtMaster? For DebtMaster Series II Fund, the Net Asset Value will be the one applicable on 23 rd December 2011 and will be published on or around the 23 rd December Are existing investors in DebtMaster exposed to illiquid assets? Investors, through their DebtMaster holdings, are exposed to certain illiquid investments which were segregated into a delayed redemption share class called the DR DebtMaster in December What will be the impact of this restructuring on shareholders of DR DebtMaster? Shareholders of DR DebtMaster will become investors in a new share class of DR Funds Limited which is a new legal entity launched to aggregate and manage the illiquid investments of multiple delayed redemption funds. What will investors receive on redemption from DebtMaster? Investors will be paid their redemption proceeds partially in the form of cash and partially in shares of DR DebtMaster Fund, a new share class of DR Funds Limited. The exact proportion of cash and shares in DR DebtMaster Fund will be known on or around 23 rd December 2011 for investors in The DebtMaster Series II Fund. Page 4

5 DR Meteor Opportunities Fund How does this restructuring impact shareholders of DR Meteor Opportunities Fund? On the 1 st December 2011, the DR Meteor Opportunities Fund assets will be transferred from Meteor Limited into a newly formed class fund in DR Funds Limited. The name of the newly formed class fund of DR Funds Limited will be DR Meteor Opportunities Fund. Page 5

6 Important Information Unless otherwise stated all information contained in this document is from Pioneer Alternative Investments and is as of 19 October This document is provided as an aid to Merrill Lynch and seeks to provide an overview of the product restructuring as communicated to shareholders in letters dated 21 October 2011 ( Shareholders Letters ). In the event of discrepancies between the content of this document and the content of the Shareholder Letters, the Shareholder Letters shall prevail. This document refers to two proposed fund companies, DR Funds Limited and Pioneer Diversified Limited which have not yet been created. DR Funds Limited and Pioneer Diversified Limited have not been authorised by any regulatory or supervisory authority. In the event of relevant and appropriate offering materials ( Offering Materials ) being published in respect of DR Funds Limited and Pioneer Diversified Limited at a future date, recipients are reminded that transactions in the DR Funds Limited and Pioneer Diversified Limited may only be made on the basis of the information contained in those Offering Materials alone which may differ from the information contained herein. This document was prepared by the staff and management of Pioneer Global Investments Limited. In preparing this document, information has been received and collated from various companies comprising the Pioneer Global Asset Management S.p.A. group of companies. Whilst every effort has been made to ensure that all factual data provided is accurate based on the most current information available at the time of preparation, Pioneer Global Investments Limited cannot accept liability for any errors or omissions contained within and expressly disclaim any liability whether in contract or negligence to the addressee of this document or any third party who may review it or use any material from it in respect of any loss or damage occasioned whether direct or consequential. Other than Pioneer Diversified Limited and DR Funds Limited, the fund of hedge funds mentioned in this document are class funds of mutual fund companies incorporated under the laws of Bermuda with a separate class of funds for each class of shares created from time to time. Additional reporting comprising the ten largest holdings in the portfolios is available on request. In addition, further portfolio reporting may be available subject to the satisfaction of certain circumstances. Unless otherwise stated, all views expressed are those of Pioneer Alternative Investments. These views are subject to change at any time based on market and other conditions and there can be no assurances that countries, markets or sectors will perform as expected. Investments involve certain risks, including political and currency risks. Investment return and principal value may go down as well as up and could result in the loss of all capital invested. Investments employing the strategies of the funds referred to in this document are by nature highly speculative and may be volatile, involve leverage and be affected by a lack of liquidity. This material is not a prospectus and does not constitute an offer to buy or a solicitation to sell any shares of any fund or any services. This information is not for distribution and does not constitute an offer to sell or the solicitation of any offer to buy any securities or services in the United States or in any of its territories or possessions subject to its jurisdiction to or for the benefit of any United States person (being residents and citizens of the United States or partnerships or corporations organized under United States laws). The funds referred to herein have not been registered in the United States under the Investment Company Act of 1940 and shares of the funds referred to herein are not registered in the United States under the Securities Act of The content of this document is approved by Pioneer Global Investments Limited. In the UK, it is directed at professional clients and not at retail clients and it is approved for distribution by Pioneer Global Investments Limited (London Branch), Portland House, 8 Floor, Bressenden Place, London SW1E 5BH, authorised by the Central Bank of Ireland in Ireland and regulated by the Financial Services Authority for the conduct of UK business. The funds referred to herein are unregulated collective investment schemes under the UK Financial Services and Markets Act 2000 and therefore do not carry the protection provided by the UK regulatory system. This document may not be circulated to third parties or distributed to the public. The document is not intended for and no reliance can be placed on this document by retail clients to whom this document should not be provided. This material is provided for information purposes only and should not be used for solicitation purposes Pioneer Funds Distributor, Inc., 60 State Street, Boston, MA ( PFD ), a U.S.-registered broker-dealer, provides marketing services in connection with the distribution of Pioneer Alternative Investments products. PFD markets these products to financial intermediaries, both within and outside of the U.S. (in jurisdictions where permitted to do so) for sale to clients who are not United States persons. Only For Use by Merrill Lynch and, in Merrill Lynch s sole discretion, for use with existing investors in the Fund. It may not be distributed to the public or other PGIL takes no responsibility for determining the suitability or appropriateness of this document for clients of Merrill Lynch. Pioneer Alternative Investments and Pioneer Investments are trading names of the Pioneer Global Asset Management S.p.A. group of companies. Date of First Use: 24 October 2011 Page 6