Notice to Unitholders of:

Transcription

1 of:» Pioneer Funds Italian Equity ()

2 Contents 01 Key Facts of the Merger 3 02 Merger Process 5 03 Impact of the Merger 5 04 Trading Timeline for Merging Unit Classes 6 05 Timeline Summary 7 06 What do you need to do? 7 07 Detailed Comparison between the Merging Sub-Fund and the Target Fund 8 08 Unit Class Merger Table per ISIN 11 2

3 Dear Unitholder, The Board of Directors of Pioneer Asset Management S.A. (the Management Company ) is writing to you to advise you of the merger of certain unit classes (the Merging Unit Classes ) of Pioneer Funds Italian Equity (the Merging Sub-Fund ) into Pioneer Sviluppo Italia (the Target Fund ). Pioneer Sviluppo Italia is a single UCITS, managed by Pioneer Investment Management SGRpA, which shares the same form of management regulations with a number of other Italian domiciled UCITS which are presented, for distribution purposes, as the Pioneer PIR System. You are also advised to read the enclosed key investor information document relating to the relevant unit of the Target Fund. Please note that some unit classes of the Merging Sub-Fund (the Redeemed Unit Classes ) will not be subject to the merger as further described below and will therefore be compulsory redeemed. You have a variety of options, which are explained in detail below. Please carefully review the information provided. Enrico Turchi, for the Board of Directors of the Management Company 01 Key Facts of the Merger Your Units: The table shows which unit class of the Target Fund will absorb the Merging Unit Classes: Merging Sub-Fund / Merging Unit Classes Target Fund Pioneer Funds Italian Equity E EUR Non-Distributing (ISIN: LU ) Pioneer Sviluppo Italia A EUR Non-Distributing (IT ) Pioneer Funds Italian Equity F EUR Non-Distributing (ISIN: LU ) Pioneer Sviluppo Italia A EUR Non-Distributing (IT ) A detailed comparison of the Merging Sub-Fund and Target Fund is shown from page 8 onwards. MERGER DATE: 1 DECEMBER 2017 BACKGROUND: The principal aim of the merger is to rationalise existing product ranges within the Amundi Group, taking opportunities for investment efficiency and scale economies, given similarities in investment strategy and recent legislative developments in Italy. The new Budget Law 2017 introduced in Italy fiscal benefits for people investing in Individual Saving Plans (PIR - Piani Individuali di Risparmio), provided that some investment and holding period constraints are met. The rationale of the new regulation is on one hand to promote higher individual savings and on the other hand redirecting investments to Italian companies with a specific focus on small and mid-cap firms. Pioneer Investment Management SGRpA has recently launched Pioneer Sviluppo Italia, an equity fund investing primarily in Italian small and mid-caps, compliant with the new regulation. 3

4 01 Key Facts of the Merger (Continued) The Management Company has observed that most of the investors of the Merging Sub-Fund are located in Italy and could benefit from the new Italian regulation. The Management Company believes that the post-merger increase in the assets under management will generate economies of scale in the Target Fund and thus lead to a reduction of their expense ratio, enabling potential longterm savings for investors. For the above reasons, the Management Company believes that the decision to merge the Merging Sub-Fund into the Target Fund best serves the interests of the investors in the Merging Sub-Fund and the Target Fund. It is however not expected that the Target Fund will be distributed outside of Italy, being designed for Italian retail investors to benefit from fiscal exemptions in compliance with the 2017 Italian Budget Law (non Italy-domiciled investors are ineligible to benefit from the tax relief). As a consequence, the Management Company has decided that any investors in the following unit classes will be compulsory redeemed, on 21 November 2017 (the Redemption Date ) without any redemption fees: A USD Non-Distributing (ISIN: LU ) C USD Non-Distributing (ISIN: LU ) A EUR Non-Distributing (ISIN: LU ) C EUR Non-Distributing (ISIN: LU ) I EUR Non-Distributing (ISIN: LU ) H EUR Non-Distributing (ISIN: LU ) COSTS AND EXPENSES OF THE MERGER: The costs and expenses (including audit costs) of the merger will be borne by Pioneer Investment Management SGRpA, the management company of the Target Fund. APPLICABLE LAW AND RULES: The merger complies with Chapter 8 of the Luxembourg law of 17 December 2010 on undertakings for collective investment, as amended (the 2010 Law ), with article 40 ter of the Legislative Decree of 24 February 1998 n. 58 ( Consolidated Law on Financial Intermediation ) (the CLFI ), Title V, Chapter V, Section IV, Paragraph 1 of the Regulation on investment collective management service dated 19 January 2015, as amended from time to time (the Regulation ), and article 21 of the management regulations of Pioneer Funds. KEY DIFFERENCE: While Pioneer Funds is a fonds commun de placement (mutual investment fund) subject to Part I of the 2010 Law, Pioneer Sviluppo Italia is existing under the legal form of a mutual fund subject to the CLFI and Regulation together comprising the applicable Italian law implementing the UCITS IV directive. 4

5 02 Merger Process PRIOR TO THE MERGER: The assets of the Merging Sub-Fund may be re-balanced during the period of 5 business days prior to the merger date in order to align with the investment objective and policy of the Target Fund. WHAT HAPPENS ON THE MERGER DATE: On the merger date, all assets and liabilities of the Merging Sub-Fund will be transferred to the Target Fund and the Merging Sub-Fund will cease to exist. In exchange for your units of the Merging Unit Classes, you will receive a number of units of the relevant unit class of the Target Fund equal to the number of units held in the relevant Merging Unit Classes, multiplied by the relevant exchange ratio. Fractions of units shall be issued up to three decimals. The exchange ratio will be calculated by dividing the net asset value of the units of the relevant Merging Unit Classes on 30 November 2017 by the net asset value of the units of the relevant unit class of the Target Fund having the same date. On the merger date, you will become an unitholder of the Target Fund. MERGER REPORT: The auditor of Pioneer Funds (Deloitte Audit S.à r.l.) will issue a merger report, which will be available free of charge at the registered office of the Management Company. 03 Impact of the Merger FEATURES OF THE MERGING SUB-FUND AND TARGET FUND: The differences between the Merging Sub-Fund and the Target Fund are shown from page 8 onwards. Pioneer Funds is a fonds commun de placement (mutual investment fund) subject to Part I of the 2010 Law, under Luxembourg jurisdiction. Pioneer Sviluppo Italia is existing under the legal form of a mutual fund subject to the CLFI and Regulation together comprising the applicable Italian law implementing the UCITS IV directive, under Italian jurisdiction. Different service providers have been appointed for these funds. The features of the Merging Unit Classes differ from those of the corresponding unit class of the Target Fund; this includes charges and fees, risk management method, maximum expected leverage although the synthetic risk and reward indicator will remain the same. Unitholders of the Merging Unit Classes will be subject to an increase in the management and performance fees for units of class E and to a decrease in the management and performance fees for units of class F. Merging Unit Classes unitholders who will decide to make further subscriptions in the Target Fund will incur an entry/sales charge lower than the current level of class E and higher than that of class F. The merger will not result in performance dilution for unitholders, considering the homogeneity of the investment portfolios and the limited size of the Merging Unit Classes with respect to the Target Fund. Accrued performance fees will be charged to the Merging Sub-Fund on the merger date. In the Target Fund, performance fee calculation methods, determined by current legislation, ensure fair treatment of unitholders coming from the the Merging Unit Classes. 5

6 03 Impact of the Merger (Continued) SAVING PLANS Saving plans already open on the Merging Unit Classes will be continued on the Target Fund after the merger: for class E with a reduction of fees paid on continuing payments as a result of the lower entry/sales charge applicable to the Target Fund; for class F with unchanged conditions (no fee applied). TAXATION: Please be aware that the merger may have an impact on your personal tax position (in particular but without limitations due to the change of jurisdiction of the investment vehicle in which you are invested). Please contact your personal tax advisor to assess the tax impact of the merger. 04 Trading Timeline for Merging Unit Classes REDEMPTIONS AND SWITCHING-OUT: You may redeem or switch-out your units in the Merging Unit Classes without any redemption or switch fees (if applicable), from the date of this notice up to and including 24 November 2017 at 18:00 CET, at the applicable net asset value per unit. Unitholders of the Merging Unit Classes that have not requested redemptions or switches-out before that date and time will have their units merged into units of the Target Fund. SUBSCRIPTIONS AND SWITCH-INTO: You may subscribe for or switch into units of the Merging Unit Classes up to and including 27 October 2017 at 18:00 CET. TRANSFERS: Transfers of the units of the Merging Unit Classes will no longer be accepted from 24 November 2017 at 18:00 CET. TRANSACTIONS POST-MERGER: You may redeem or switch your units in the Target Fund on any business day as outlined in the prospectus of the Target Fund. 6

7 Timeline Summary 05 IF YOU HOLD ANY UNITS IN THE MERGING UNIT CLASSES 27 October 2017*, 18:00 CET 24 November 2017*, 18:00 CET 1 December December 2017 Your Merging Unit Classes stop accepting orders to subscribe and switch into. Your Merging Unit Classes stop accepting orders to redeem, switch out or transfer units. The merger occurs. You can subscribe, redeem, transfer and switch units of the Target Fund. *After this date, any dealing request of below type received by the Merging Unit Classes will be rejected. IF YOU HOLD ANY UNITS IN THE REDEEMED UNIT CLASSES 27 October 2017*, 18:00 CET 21 November 2017*, 18:00 CET 21 November 2017, 18:00 CET Your Redeemed Unit Classes stop accepting orders to subscribe and switch into. Your Redeemed Unit Classes stop accepting orders to redeem, switch out or transfer units. Compulsory redemption of the Redeemed Unit Classes starts. *After this date, any dealing request of below type received by the Redeeming Unit Classes will be rejected. What do you need to do? 06 IF YOU HOLD ANY UNITS IN THE MERGING UNIT CLASSES 1 If you are comfortable with the merger, you do not need to take any action. 2 If you redeem or switch out your investment prior to 24 November 2017 no redemption or switch fee (if applicable) will be charged. Please place your dealing instructions as you usually do. IF YOU HOLD ANY UNITS IN THE REDEEMED UNIT CLASSES 1 You may redeem or switch-out your units without any redemption or switch fees (if applicable), from the date of this notice up to and including 21 November 2017 at 18:00 CET, at the applicable net asset value per unit. Unitholders of the Redeemed Unit Classes subject to the compulsory redemption that have not requested redemptions or switches-out before that date and time will have their units compulsory redeemed on the Redemption Date. THE FUND NAME: Pioneer Funds LEGAL FORM: FCP REGISTERED OFFICE OF THE MANAGEMENT COMPANY: 8-10, rue Jean Monnet, L-2180 Luxembourg, Grand-Duchy of Luxembourg MANAGEMENT COMPANY: Pioneer Asset Management S.A. LITERATURE: The KIIDs, prospectus and most recent financial reports of the Pioneer Funds and Target Fund are available at: 7

8 07 Detailed Comparison between the Merging Sub-Fund and the Target Fund The below tables show the main differences between the Merging and Target Funds. The other characteristics of the Merging Sub-Fund and the Target Fund are the same. MERGING SUB-FUND: Pioneer Funds Italian Equity TARGET FUND: Pioneer Sviluppo Italia LEGAL FORM Fonds commun de placement (mutual fund) Mutual fund SUPERVISORY AUTHORITY Bank of Italy and Commissione Nazionale per le Società e la Borsa (Consob) Commission de Surveillance du Secteur Financier (CSSF) LEGAL JURISDICTION Grand Duchy of Luxembourg Italy MANAGEMENT COMPANY Pioneer Asset Management S.A. Pioneer Investment Management SGRpA AUDITOR Deloitte Audit S.à r.l. (Luxembourg) PricewaterhouseCoopers S.p.A. (Italy) DEPOSITARY Société Générale Bank & Trust (Luxembourg) Société Générale Securities Services S.p.A. (Italy) PAYING AGENT Société Générale Bank & Trust (Luxembourg) Société Générale Securities Services S.p.A. (Italy) DOMICILIARY AGENT Pioneer Asset Management S.A. Pioneer Investment Management SGRpA CENTRAL ADMINISTRATION AGENT Société Générale Bank & Trust (Luxembourg) Société Générale Securities Services S.p.A. (Italy) REGISTRAR AND TRANSFER AGENT Société Générale Bank & Trust (Luxembourg) Société Générale Securities Services S.p.A. (Italy) DURATION OF THE SUB-FUNDS Indefinite Until 31 December 2050, subject to extension COSTS AND FEES Depositary Fees and Paying Agent Fees Administrator Fees From 0.003% to 0.5% of the asset values underlying the relevant Sub-Fund or class of units, payable monthly in arrears The fee payable to the Custodian for its work is set at a maximum amount of 0.08% p/a of the total net value of the Fund, net of taxes applicable pursuant to the legal provisions in force from time to time. This fee is calculated daily and paid out on a quarterly basis, on the first valuation day of the quarter following the quarter of reference. The fee will not exceed 0.07% of the total net value of the Fund, in addition to the taxes applicable pursuant to the legal provisions in force from time to time 8

9 MERGING SUB-FUND: Pioneer Funds Italian Equity TARGET FUND: Pioneer Sviluppo Italia INVESTMENT OBJECTIVE/POLICY Seeks to increase the value of your investment over the medium to long term. The Sub-Fund invests mainly in a broad range of equities of companies that are based in, or do most of their business in Italy. The Sub-Fund invests at least 75% of its assets in equities issued by companies headquartered in the EU. The Sub-Fund may invest up to 10% of its assets in other UCIs and UCITS. The Fund may invest in: equities; bonds; money market instruments; financial derivative instruments UCITS and non-reserved, open-end AIFs; bank deposits. The Sub-Fund may use derivatives to reduce various risks or for efficient portfolio management. The Management Company implements an investment policy mainly oriented to seize the opportunities offered by the Italian equity market. The investment manager uses a combination of overall market data and fundamental analysis of individual issuers to identify equities with superior long-term prospects. The Fund invests at least primarily in equities, both listed and not listed on regulated markets or on multilateral trading systems, issued by small and mid-cap companies residing in Italy. In particular, at least 21% of the Fund s assets must be invested in financial instruments having the characteristics described not included in the FTSE MIB Index. Portfolio financial instruments are primarily denominated in Euro and residually or marginally in foreign currencies. The Fund invests complying with the following limits with respect to its total assets: equities: up to a maximum of 100%. bonds and money market instruments: up to a maximum of 30%; units/shares of open-end UCIs: up to a maximum of 30%; bank deposits: up to a maximum of 30%. The Management Company adopts an investment policy in line with the restrictions provided for by the provisions governing individual long-term savings plans (so-called PIR ) under Law no. 232 of 11 December 2016 regarding the State Budget for the financial year 2017 and multi-annual budget for the three-year period from 2017 to The Fund may invest in financial derivative instruments for risk hedging and other purposes, as defined in the general section in Paragraph 1.2 (Section Related to all Funds). The aggregate exposure to financial derivative instruments will comply at any time with the limits provided for by the applicable provisions. Management style and investment techniques The Fund is characterised by an active management style and its investment choices are based on: 1) the macro-economic analysis of the Italian and European markets; 2) the selection of securities providing the best risk/reward ratio; 3) the issuers fundamental analysis. The investment process is optimized with the aim to build a diversified portfolio as well as to control the overall risk. Securities are selected based on an evaluation of the expediency and opportunities offered by bonds and money market instruments. 9

10 MERGING SUB-FUND: Pioneer Funds Italian Equity TARGET FUND: Pioneer Sviluppo Italia INVESTOR PROFILE Recommended for Investors who understand the risks of this Sub-Fund and who are investing for the medium to long term. Suitable for investors seeking exposure to specialized equity markets. Suitable for portfolio diversification purposes. Compliant with the French Plan d Epargne en Actions (PEA) Not specified INVESTMENT MANAGER Pioneer Investment Management Limited, Dublin Pioneer Investment Management SGRpA GLOBAL RISK MEASUREMENT Relative VaR (Risk reference portfolio: BCI COMIT Globale+R 10/40 Index) Commitment Approach: 70% FTSE Italia Mid Cap, 30% FTSE MIB MAXIMUM EXPECTED LEVEL OF LEVERAGE 50% in excess of the Merging Sub-Fund s net assets (calculated as the sum of notionals of the financial derivative instruments used) 100% in excess of the Target Fund s net assets (calculated as the sum of notionals of the financial derivative instruments used after netting and hedging) BASE CURRENCY Euro Euro VALUATION DAY Each Business Day which means any day that is a full bank business day in Luxembourg Each Business Day which means any day that is a trading business day in Italy DEALING CUT-OFF TIME FOR REDEMPTION AND SUBSCRIPTION APPLICATIONS CET CET SETTLEMENT CYCLE (EFFECTIVE DATE APPLIED WITHIN LIMITS STATED IN THE RELEVANT PROSPECTUS) Subscription: T+3 Subscription: T+0 Redemption: T+3 Redemption: T+3 MINIMUM INITIAL INVESTMENT AMOUNT None EUR 50 10

11 08 Unit Class Merger Table per ISIN The following tabled show the main differences between the Merging Unit Classes and the relevant class of the Target Fund per ISIN: MERGING SUB-FUND: Pioneer Funds Italian Equity TARGET FUND: Pioneer Sviluppo Italia Class E EUR Non-Distributing Class A EUR Non-Distributing LU IT ENTRY CHARGES/SALE CHARGES Max. 4.75% 2.00% MANAGEMENT FEE Max. 1.50% 1.85% PERFORMANCE FEE None 15% of the positive difference, accrued in the calendar year, between the Fund and the benchmark performance (70% FTSE Italia Mid Cap Index and 30% FTSE MIB) Class F EUR Non-Distributing Class A EUR Non-Distributing LU IT ENTRY CHARGES/SALE CHARGES None 2.00% MANAGEMENT FEE Max. 2.25% 1.85% PERFORMANCE FEE Max. 25% of annual outperformance the Sub-Fund achieves above the BCI COMIT Globale+R 10/40 Index 15% of the positive difference, accrued in the calendar year, between the Fund and the benchmark performance (70% FTSE Italia Mid Cap Index and 30% FTSE MIB) 11

12 CONTACT INFORMATION Pioneer Funds (Fonds commun de placement) 8-10, rue Jean Monnet L-2180 Luxembourg Grand-Duchy of Luxembourg REF-1612