COMMON TERMS OF MERGER

Transcription

1 COMMON TERMS OF MERGER Between DELTA LLOYD L (the "Merging SICAV ) is a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg in the form of an investment company with variable capital (société d investissement à capital variable) with multiple sub-funds pursuant to part I of the law of 17 December 2010 concerning undertakings for collective investment (the 2010 Law ), registered with the Luxembourg Trade and Companies' Register under number B and having its registered office at 14, boulevard Royal, L-2449 Luxembourg. and NN (L) (the "Receiving SICAV ) is a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg in the form of an investment company with variable capital (société d investissement à capital variable) with multiple sub-funds pursuant to part I of the law of 17 December 2010 concerning undertakings for collective investment, registered with the Luxembourg Trade and Companies' Register under number B and having its registered office at 3, Rue Jean Piret, L Luxembourg. 1. The merger In accordance with the powers granted to the board of directors of the Merging SICAV and to the board of directors of the Receiving SICAV, the board of directors of the Merging SICAV and to the board of directors of the Receiving SICAV have decided to merge the Merging Sub-funds (as defined hereafter) with the Receiving Sub-funds (as defined hereafter) and their respective share classes (as detailed hereafter) on the dates stated hereafter (the Respective Effective Date of Merger ) and in accordance with these common terms of merger (the Merger). The Merging Sub-funds and the respective share classes The Receiving Sub-funds and the respective share classes Respective Effective Date of Merger DELTA LLOYD L BOND EURO NN (L) EURO FIXED INCOME 27 November 2017 A : LU P Dis EUR : LU B : LU P Cap EUR : LU Cd : LU R Dis EUR : LU DELTA LLOYD L EUROPEAN PARTICIPATION FUND NN (L) EUROPEAN PARTICIPATION EQUITY A : LU P Dis EUR : LU B : LU P Cap EUR : LU Ic : LU I Cap EUR : LU DELTA LLOYD L EUROPEAN NN (L) EUROPEAN FUND SUSTAINABLE EQUITY A : LU P Dis EUR : LU B : LU P Cap EUR : LU Ic : LU I Cap EUR : LU DELTA LLOYD L CYRTE NN (L) GLOBAL EQUITY GLOBAL FUND IMPACT OPPORTUNITIES A : LU R Dis EUR : LU B : LU P Cap EUR : LU November November November 2017 Page 1 of 24

2 Ic : LU I Cap EUR : LU DELTA LLOYD L GLOBAL NN (L) GLOBAL SUSTAINABLE 4 December 2017 FUND EQUITY A : LU R Dis EUR : LU B : LU P Cap EUR : LU D : LU P Cap EUR : LU Ic : LU I Cap EUR : LU DELTA LLOYD L GLOBAL NN (L) GLOBAL REAL ESTATE 4 December 2017 PROPERTY FUND A : LU R Dis EUR :TBD B : LU P Cap EUR : LU Ic : LU I Cap EUR : LU The Merger will be operated in accordance with article 1 (20) a) of the 2010 Law and the terms and provisions of their respective prospectuses and articles of incorporation and, for each Merging Sub-fund, by transferring all the assets and liabilities of the Merging Sub-fund to the corresponding Receiving Subfund in exchange for the issue of shares of the corresponding Receiving Sub-fund to the shareholders of the Merging Sub-fund and, if applicable, a cash payment not exceeding 10% of the net asset value of the shares of the corresponding Receiving Sub-fund. By virtue of the Merger, the Merging SICAV will be dissolved after 4 December 2017 without going into liquidation. 2. Background to and rationale for the proposed Merger The reason for the Merger is the overall product streamlining policy of Delta Lloyd Asset Management N.V. and the NN Investment Partners group pertaining its worldwide distribution of investment funds. The investment fund of the Receiving Sub-fund can rely on an international distribution network that would allow an improvement of the cross border distribution for the Merging Sub-fund. Thus the Merger will also help to achieve an optimization of assets under management creating economies of scale and allowing for more efficient use of fund management resources which will be beneficial for the investors. 3. Expected impact of the proposed Merger on the shareholders of the Merging Sub-funds As from the relevant Effective Date of Merger, shareholders of a Merging Sub-fund, who do not have requested the redemption of their shares in accordance with section 10, will become shareholders of the corresponding Receiving Sub-fund and they will receive shares of the corresponding Receiving Sub-fund in accordance with the exchange ratio which shall be calculated as described in section 6. The Receiving Sub-funds have different service providers than those of the Merging Sub-funds: Main service providers of the Merging SICAV Management company Delta Loyd Asset Management N.V. Investment manager Delta Loyd Asset Management N.V. Depositary Banque de Luxembourg Central administrative agent Banque de Luxembourg Auditor EY Luxembourg ( EY ) Main service providers of the Receiving SICAV Management company NN Investment Partners Luxembourg S.A. Investment manager NN Investment Partners B.V. Depositary Brown Brothers Harriman (Luxembourg) S.C.A. Central administrative agent NN Investment Partners Luxembourg S.A. Auditor KPMG Luxembourg ( KPMG ) Page 2 of 24

3 In addition, the Receiving Sub-funds mainly differ from the Merging Sub-funds with regard to the characteristics that are further described in the Appendix. In order to get a complete overview of all the characteristics of the Receiving Sub-funds, shareholders of the Merging SICAV are invited to consult the prospectus of the Receiving SICAV which is available upon request free of charge at the registered office of the Receiving SICAV. The shareholders of the Merging SICAV are invited to consult their professional advisor with regard to any potential tax impacts that the Merger might have on them. Shareholders of the Merging Sub-funds should note that there may be a possible dilution in performance caused by the Merger. A rebalancing of the portfolio of the relevant Merging Sub-fund may be undertaken five business days before the Respective Effective Date of Merger due to the differences in the Investment Objective and Policy of the corresponding Receiving Sub-fund. Rebalancing of portfolios prior to the merger may result into breaches in the investment policies at the level of the Merging Sub-funds. 4. Expected impact of the proposed Merger on the shareholders of the Receiving Sub-funds No impact is expected on the shareholders of the Receiving Sub-funds. 5. Criteria adopted for the valuation of the assets and the liabilities on the calculation date of the exchange ratio The value of the assets and liabilities of the Merging Sub-funds will be determined in accordance with the articles of association and the provisions of the Prospectus of the Merging SICAV. The fees relating to the preparation and the implementation of the Merger will be borne by Delta Lloyd Asset Management N.V., in its capacity as Management Company of the Merging SICAV, with the exception of potential costs associated with the transfer of assets which will be supported by the Merging Sub-funds. KPMG will be entrusted by the board of directors of the Merging SICAV as the approved statutory auditor to validate the criteria adopted for the valuation of the assets and the liabilities of both the Merging Sub-funds and the Receiving Sub-funds at the Respective Effective Date of Merger as well as the calculation method of the exchange ratio and the exchange ratio itself. A copy of the report of the approved statutory auditor will be available upon request free of charge at the registered office of both the Merging SICAV and the Receiving SICAV. In addition, the approved statutory auditor of the Merging SICAV, EY, will review the net asset value of the Merging Sub-funds as of the Respective Effective Date of Merger. The approved statutory auditor of the Receiving SICAV, KPMG, will review the net asset value of the Receiving Sub-funds as of the Respective Effective Date of Merger. 6. Calculation method of the exchange ratio Whereas the valuation principles of the Merging Sub-funds and the Receiving Sub-funds do not materially differ, the exchange ratio applicable to the Merger and determined per share class of the Merging Subfunds will be calculated as follows : Number of shares of the Receiving Sub-fund and share class to be received for one share of the corresponding Merging Sub-fund and share class = net asset value per share of the Merging Sub-fund and share class to be received and dated on the Respective Effective Date of Merger / Page 3 of 24

4 net asset value per share of the corresponding Receiving Sub-fund and share class and dated on the Respective Effective Date of Merger. NN (L) EUROPEAN PARTICIPATION EQUITY will be launched by the merger of DELTA LLOYD (L) EUROPEAN PARTICIPATION FUND and the exchange ratio for the merger of the respective share classes will be 1:1. As the reference currencies of the Merging Sub-funds and their share classes are the same as those of the Receiving Sub-funds and their share classes, no foreign exchange rate needs to be applied. The net asset values will be determined in accordance with calculation principles as described in the articles of association of the Merging SICAV and of the Receiving SICAV respectively. The exchange ratio for each share class will be determined with five decimals and rounded to the nearest decimal. 7. Effective Date of Merger The Merger of the Sub-funds shall become effective on the Respective Effective Date of Merger as detailed under section Date of the calculation of the exchange ratio The exchange ratio will be calculated on the basis of the net asset values of the respective Merging Subfund and share classes dated as of the Respective Effective Date of Merger and of the net asset values of the corresponding Receiving Sub-fund and share classes dated as of the Respective Effective Date of Merger. The exchange ratio will be made available to shareholders of the Merging Sub-funds on the Luxembourg bank business day following the Effective Date of Merger at the registered office of the Receiving SICAV. 9. Rules applicable to the transfer of assets and the exchange of shares As of the Respective Effective Date of Merger, the assets (including any accrued income) and liabilities (including any accrued liabilities) of the respective Merging Sub-fund and allocated to the various share classes will be transferred de jure to the corresponding Receiving Sub-fund and allocated to the various corresponding share classes. Any performance fee that will be accrued in the net asset value dated as of the Respective Effective Date of Merger of a Merging Sub-fund will be due and payable to the management company of the Merging SICAV. In consideration for the transfer of the assets and liabilities of the Merging Sub-funds to the Receiving Sub-funds, the shareholders of the Merging Sub-funds shall receive newly issued shares of the corresponding Receiving Sub-funds and share classes on the Luxembourg bank business day following the Effective Date of Merger and the shares held in the Merging Sub-funds shall be cancelled and the Merging Sub-funds shall cease to exist. 10. Other information Subscription requests regarding shares of the Merging Sub-funds are accepted until 5 (five) Luxembourg bank business days before the Respective Effective Date of Merger. Page 4 of 24

5 In case a shareholder of a Merging Sub-fund does not agree with the Merger he may request the redemption of its shares, free of any redemption charge until the following cut-off times (the Respective Cut-Off Time ): Merging Sub-funds from Respective Cut-Off Time DELTA LLOYD L BOND EURO 20 October 2017 DELTA LLOYD L EUROPEAN PARTICIPATION FUND DELTA LLOYD L EUROPEAN FUND DELTA LLOYD L CYRTE GLOBAL FUND DELTA LLOYD L GLOBAL PROPERTY FUND DELTA LLOYD L GLOBAL FUND 20 October October October October October November :00pm 20 November :00pm 22 November :00pm 22 November :00pm 27 November :00pm 27 November :00pm After the Respective Cut-off Time, all subscription, redemption and conversion orders on the shares of the Merging Sub-funds will be refused in order to allow a smooth implementation of the Merger. Shareholders of the respective Merging Sub-fund who did not request the redemption of their shares at the latest at the Respective Cut-off Time will receive shares of the corresponding Receiving Sub-fund and will be able to exercise their shareholder rights vis-à-vis the Receiving SICAV as from the Respective Effective Date of Merger. 11. Notice to the shareholders of the Merging SICAV and the Receiving SICAV In accordance with article 72 of the 2010 Law, notices to the shareholders of the Merging SICAV, respectively the Receiving SICAV, shall be published in the relevant medias, sent to the shareholders of the Merging SICAV, respectively the Receiving SICAV and published on the website of the relevant Management Company of the Merging and Receiving SICAV ( and [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] Page 5 of 24

6 [SIGNATORY PAGE] DELTA LLOYD L By: Name: Title: Name: Title: Date: NN (L) By: Name: Title: Name: Title: Date: Page 6 of 24

7 APPENDIX MAIN DIFFERENCES BETWEEN SUB-FUNDS Merging Sub-fund DELTA LLOYD L BOND EURO Sub-fund Objective The principal objective is to give shareholders access to international financial markets whilst aiming at high performance and acting in accordance with the principle of risk spreading. Receiving Sub-fund NN (L) EURO FIXED INCOME Sub-fund Objective This Sub-Fund aims to generate returns via the active management of a portfolio of bonds and Money Market Instruments by investing primarily (minimum 2/3) in bonds and Money Market Instruments denominated in euro and to beat the performance of the Benchmark Bloomberg Barclay s Euro Aggregate measured over a period of several years. Investment Policy Investment Policy The sub-fund is mainly invested in fixed- or variable-interest bonds It is stipulated that any liquid assets held on an ancillary basis will not be issued or guaranteed by a central, supranational, regional or local taken into account when calculating the above-mentioned limit of two authority, in money market instruments or/and in cash. thirds. With a view to achieving its investment objective, the sub-fund may Fixed-income Transferable Securities and/or Money Market Instruments invest up to 10% of its total assets in UCITS and other UCIs. issued or guaranteed by the governments of the Netherlands, Germany, The sub-fund may not invest more than one third of its total assets in Italy, Spain and/or France, and their local public authorities may represent money market instruments. more than 35% of the net asset value of the Sub-Fund, provided such The sub-fund has a European focus but can invest globally. exposure does comply with the principle of risk spreading described in Art. The objective of the sub-fund is to outperform the Markit iboxx EUR 45 (1) of the Law of Sovereigns & Sub-Sovereigns (5% issuer <AA Cap) Index (hereafter The Sub-Fund may also invest, on an ancillary basis, in other denominated the Benchmark ). The main risks in this Benchmark Transferable Securities (including warrants on Transferable Securities up are: to 10% of the Sub-Fund s net assets), Money Market Instruments, Rule Market risk due to movements in Interest rates and credit 144 A securities, units of UCITS and other UCIs and deposits as spreads. described in Chapter III Investment restrictions, section A Eligible Counterparty risk as the Benchmark consists of bonds. investments of Part III of this prospectus. However, investments in UCITS The Benchmark is constructed based on market values of and UCIs may not exceed a total of 10% of the net assets. Where the issued bonds and therefore contains concentration risk. Sub-Fund invests in warrants on Transferable Securities, note that the Net The sub-fund aims to outperform the Benchmark by changing its Asset Value may fluctuate more than if the Sub-Fund were invested in the investment portfolio s exposure to the following pro-actively managed underlying assets because of the higher volatility of the value of the risks : warrant. The sub-fund pro-actively takes relative market, counterparty With a view to achieving the investment objectives, the Sub-Fund may and concentration risk based on the expert judgment of the also use derivative financial instruments including, but not limited to, the Management Company. This means the sensitivity to market following: movements in interest rates, inflation and credit spreads will - options and futures on Transferable Securities or Money Market differ from the Benchmark. Also the composition of the subfund in terms of but not limited to sectors, countries, - futures and options on indices Instruments counterparties and instruments can vary from the - futures, options and interest rate swaps Benchmark. - performance swaps The interest rate duration of the sub-fund may differ, within a - forward currency contracts, currency futures contracts and transactions, Page 7 of 24

8 range of +2 and -2 years from the Benchmark. The inflation duration exposure can be between -2 and +2 years. The counterparty default risk per position is measured by calculating the average credit rating based on the iboxx methodology. The total counterparty default risk of the Benchmark is calculated by applying exponential weights based on historical default probabilities. The sub-fund s lowest weighted average rating will never be more than one rating notch lower than the Benchmark and never be lower than A3. The sub-fund is allowed to buy positions with a minimal rating of BB3 based on the iboxx rating methodology. The composition of the sub-fund in terms of but not limited to sector, geographic, issuer and instrument exposure will differ from the Benchmark. The concentration risk of total net exposure to single issuers rated below AA3 based on the iboxx rating methodology will be limited to 5%. These risks will be measured and managed using quantitative techniques. The investment risk of using derivatives is incorporated in these quantitative techniques. More information on these techniques can be obtained from the Management Company. The sub-fund seeks to minimize all other risks. The Benchmark is denominated in EUR. The sub-fund takes no active currency risk. This means all positions in the subfund are hedged to EUR on a best effort basis. The amount invested in non-eur currencies is maximized to 20% of the net assets of the sub-fund. The total market value of positions without a rating will be limited to 10% of the net asset value of the sub-fund. Counterparty risk taken by the sub-fund is carefully managed. Furthermore, to comply with the investment policy, the sub-fund may use financial derivative instruments, dealt in on a regulated market or not, subject to the provisions of the Chapter Investment restrictions, for the purposes of hedging currency risks, interest rate risk and market risk and for efficient portfolio management, therefore including investment purposes, to meet the sub-fund s investment objective. currency call and put options, and currency swaps - derivative financial instruments linked to credit risks, namely credit derivatives, such as credit default swaps, indices and baskets of securities. The Sub-Fund will not actively invest in equities but may receive equities from a restructuring or other corporate action. Such equities are intended to be sold as soon as possible taking into account the best interests of the investors. Page 8 of 24

9 Reference currency EUR Risk management method Commitment approach Subscription fee Max. 5% of the NAV per share payable to the Management Company of the SICAV Redemption and Conversion fee Management fee Class A and class B shares 0,60% p.a. on the average net assets Class Cd shares 0,40% p.a. on the average net assets, including all other operating expenses such as, but not limited to, the Depositary and Central Administration fees Service fee Performance fee Depositary and Central Administration fees Max. 0,10% p.a. of the average net assets of the sub-fund Valuation Day Each banking day in Luxembourg Cut-off time for subscription, redemption and conversion orders Subscription, redemption and conversion orders received on a Valuation Day before 2.00 p.m. will be treated on this specific Valuation Day. Reference currency EUR Risk management method Relative VaR approach; 150% as expected level of leverage (commitment)_ and 200% expected level of leverage (sum of notionals); Reference portfolio is Bloomberg Barclays Euro Aggregate. Subscription fee Class P Dis EUR and Class Cap EUR: Max. 3% per share Class R Cap EUR: Max. 3% per share Redemption and Conversion fee Class P Dis EUR and Class Cap EUR: No redemption fee and maximum 3% conversion fee in Belgium and 1% conversion fee elsewhere Class R Cap EUR: No redemption fee and maximum 3% conversion fee in Belgium and 1% conversion fee elsewere Management fee Class P Dis EUR and class P Cap EUR shares Max. 0,65% p.a. on the average net assets Class R Cap EUR shares Max. 0,36% p.a. on the average net assets Service fee 0,15% p.a. on the average net assets Performance fee Depositary and Central Administration fees Valuation Day Each business day in Luxembourg Cut-off time for subscription, redemption and conversion orders Cut-off time for receipt of subscription, redemption and conversion request: before 3.30 p.m. CET each Valuation Day. Page 9 of 24

10 Merging Sub-funds DELTA LLOYD L CYRTE GLOBAL FUND Sub-fund Objective The main objective is to give shareholders access to international financial markets whilst aiming at high performance and acting in accordance with the principle of risk spreading. Investment Policy The sub-fund is mainly invested in equities of listed companies that are potentially enablers or beneficiaries of socio-economic changes that result from the implementation of new technologies into consumers daily life. The sub-fund invests globally and does not target a specific financial market, nor a specific geographical region. The sub-fund may be invested directly in the targeted asset class or through Global Depository Receipts (GDR) or American Depository Receipts (ADR) listed on an official stock exchange or dealt in on another on another regulated market. The sub-fund may also be invested in units of UCITS and/or other UCIs, provided the investment policy of such UCIs corresponds to the investment policy as described above. Investment in units of UCITS and/or other UCIs cannot represent more than 10% of the net assets of the sub-fund. To comply with its investment policy, the sub-fund may use financial derivative instruments, dealt in on a regulated market or not, subject to the provisions of the Chapter Investment restrictions, for the purposes of hedging currency risks, interest rate risk and market risk and for efficient portfolio management, therefore including investment purposes, to meet the sub-fund s investment objective. The sub-fund may invest in money market instruments on a temporary and ancillary basis within the authorised statutory limits. The sub-fund may also, for temporary placement of liquidities and on an ancillary basis, and subject to chapter 6. of the prospectus, invest Receiving Sub-funds NN (L) GLOBAL EQUITY IMPACT OPPROTUNITIES Sub-fund Objective The Sub-Fund invests mainly in a diversified portfolio of equities and/or Transferable Securities (warrants on Transferable Securities up to 10% of the Sub-Fund s net assets and convertible bonds) issued by companies domiciled, listed or traded anywhere in the world. The Sub- Fund aims to invest in companies that generate a positive social and environmental impact alongside a financial return. The Sub-Fund strives to add value through company analysis, engagement and impact measurement. For financial performance comparison the MSCI AC World (Net) index is used by the Sub-Fund as a reference in the long run. The index is not used as a basis for portfolio construction. Investment Policy The Sub-Fund may invest a maximum of 25% of its net assets in equities and other participation rights traded on the Russian market the Moscow Interbank Currency Exchange Russian Trade System (MICEX-RTS). The Sub-Fund reserves the right to invest up to 20% of its net assets in Rule 144A securities. The Sub-Fund may also invest, on an ancillary basis, in other Transferable Securities (including warrants on Transferable Securities up to 10% of the Sub-Fund s net assets), Money Market Instruments, units of UCITS and other UCIs and deposits as described in Part III of this prospectus. However, investments in UCITS and UCIs may not exceed a total of 10% of the net assets. Where the Sub-Fund invests in warrants on Transferable Securities, note that the Net Asset Value may fluctuate more than if the Sub-Fund were invested in the underlying assets because of the higher volatility of the value of the warrant. The Sub-Fund may invest up to 20% of its net assets in China A-Shares issued by companies incorporated in the PRC via Stock Connect. The Sub-Fund may therefore be subject to PRC risks, including but not limited to, geographical concentration risk, risk of change in PRC political, social or economic policy, liquidity and volatility risk, RMB currency risk and risks relating to PRC taxation. The Sub-Fund is also subject to specific risks applicable to investing via Stock Connect such as quota limitations, suspension in trading, price fluctuations in China A-Shares when in particular Stock Connect is not trading but PRC market is open, and operational risk. Stock Connect is relatively new, hence some regulations Page 10 of 24

11 in monetary UCIs or UCIs invested in debt instruments with a final or residual maturity of no more than twelve months, taking into account related financial instruments or debt instruments for which the rate is adjusted at least once a year. On an ancillary basis, the sub-fund may have recourse to deposits. The objective of the sub-fund is to outperform the MSCI World TR Index. Reference currency EUR Risk management method Commitment approach Subscription fee Max. 3% of the NAV per share payable to the Management Company of the SICAV Redemption and Conversion fee Management fee Class A shares 0,625% p.a. on the average net assets Class B shares 1,25% p.a. on the average net assets Class Ic and class Ic1 shares 1,00% p.a. on the average net assets are untested and subject to change, which may adversely affect the Sub- Fund. The risks associated to investments in A-Shares are detailed in Part III Additional information, Chapter II: Risks linked to the investment universe: detailed description. With a view to achieving the investment objectives, the Sub-Fund may also use derivative financial instruments including, but not limited to, the following: - options and futures on Transferable Securities or Money Market Instruments - index futures and options - interest rate futures, options and swaps - performance swaps - forward currency contracts and currency options. Reference currency EUR Risk management method Commitment approach Subscription fee Class R Cap EUR and class P Cap EUR shares: Max. 3% of the NAV per share Class I Cap EUR shares : Max. 2% of the NAV per share Redemption and Conversion fee Class R Cap EUR and class P Cap EUR shares: No redemption fee and maximum 3% conversion fee in Belgium and 1% conversion fee elsewere Class I Cap EUR shares: Management fee Class R Cap EUR shares Max. 0,75% p.a. on the average net assets Class P Cap EUR shares Max. 1,50% p.a. on the average net assets Class I Cap EUR shares Max. 0.60% p.a. on the average net assets Service fee Service fee Class R Cap EUR and class P Cap EUR shares Page 11 of 24

12 Performance fee For class A, B, Ic and Ic1 shares, a performance fee is determined as follows: 1. If for a financial year, the performance of the sub-fund exceeds the performance of the MSCI World TR index converted into the currency of the relevant share class (the «Benchmark»), a performance fee of 15% of the realised overperformance will be determined according to the conditions mentioned in the 2nd and 3rd paragraph hereafter. 2. The performance fee is due only in the case where (1) the annual increase of the sub-fund exceeds the performance of the Benchmark and (2) the performance of the sub-fund is positive. In case of negative performance of the Benchmark, and positive performance of the sub-fund, the performance fee is calculated on the positive performance of the sub-fund, without considering the negative Benchmark performance. 3. The performance of the sub-fund is defined as the difference between the Net Asset Value per share at the end of the financial year of a given year («End of Year NAV») and the Net Asset Value at the end of the preceding financial year («Initial NAV»), paid out dividends included, expressed in % (the Performance ). On each Valuation Day, the performance fee is calculated based on the average number of outstanding shares during the financial year, estimated and provision made in the net asset value. This fee is payable annually in the month following the end of the financial year. Depositary and Central Administration fees Max. 0,10% p.a. of the average net assets of the sub-fund. This rate may vary according to changes in the net assets of the sub-fund as a minimum fee not exceeding EUR 45,000 per sub-fund applies. Valuation Day Each banking day in Luxembourg Cut-off time for subscription, redemption and conversion orders Subscription, redemption and conversion orders received on a Valuation Day before 2.00 p.m. will be treated on this specific Valuation Day. 0,25% p.a. on the average net assets Class I Cap EUR shares 0,20% p.a. on the average net assets Performance fee Depositary and Central Administration fees Valuation Day Each business day in Luxembourg Cut-off time for subscription, redemption and conversion orders Cut-off time for receipt of subscription, redemption and conversion request: before 3.30 p.m. CET each Valuation Day. Page 12 of 24

13 Merging Sub-funds DELTA LLOYD L EUROPEAN FUND Sub-fund Objective The main objective is to give shareholders access to international financial markets whilst aiming at high performance and acting in accordance with the principle of risk spreading. Investment Policy The sub-fund is mainly invested in equities of listed European companies. Company selection is based on factors such as valuation, business model, management, balance sheet and dividend pay-outs. The subfund seeks to achieve holdings in a limited number of companies. Therefore the sub-fund s performance does not always follow general market trends. The sub-fund may also be invested in units of UCITS and/or other UCIs, provided the investment policy of such UCIs corresponds to the investment policy as described above. Investment in units of UCITS and/or other UCIs cannot represent more than 10% of the net assets of the sub-fund. To comply with its investment policy, the sub-fund may use financial derivative instruments, dealt in on a regulated market or not, subject to the provisions of the Chapter Investment restrictions, for the purposes of hedging currency risks, interest rate risk and market risk and for efficient portfolio management, therefore including investment purposes, to meet the sub-fund s investment objective. The sub-fund may invest in money market instruments on a temporary and ancillary basis within the authorised statutory limits. The sub-fund may also, for temporary placement of liquidities and on an ancillary basis, and subject to chapter 6. of the prospectus, invest in monetary UCIs or UCIs invested in debt instruments with a final or residual maturity of no more than twelve months, taking into account related financial instruments or debt instruments for which the rate is Receiving Sub-funds NN (L) EUROPEAN SUSTAINABLE EQUITY Sub-fund Objective The Sub-Fund essentially invests in a diversified portfolio comprised of equities and/or other Transferable Securities (warrants on Transferable Securities up to a maximum of 10% of the net assets of the Sub-Fund and convertible bonds) issued by companies that pursue a policy of sustainable development and that combine the respect of social principles (such as human rights, non-discrimination, the fight against child labour) and environmental principles with their focus on financial targets. The selection of portfolio holdings is based on the companies that best fulfil the combination of these criteria, largely determined by a best-in-class approach. Measured over a period of several years this Sub-Fund aims to beat the performance of the Benchmark MSCI Europe Index (Net). Investment Policy The Sub-Fund may invest a maximum of 25% of its net assets in equities and other participation rights traded on the Russian market the Moscow Interbank Currency Exchange Russian Trade System (MICEX-RTS). The Sub-Fund reserves the right to invest up to 20% of its net assets in Rule 144A Securities. The Sub-Fund may also invest, on an ancillary basis, in other Transferable Securities (including warrants on Transferable Securities up to 10% of the Sub-Fund s net assets), Money Market Instruments, units of UCITS and other UCIs and deposits as described in Part III of this prospectus. However, investments in UCITS and UCIs may not exceed a total of 10% of the net assets. Where the Sub-Fund invests in warrants on Transferable Securities, note that the Net Asset Value may fluctuate more than if the Sub-Fund were invested in the underlying assets because of the higher volatility of the value of the warrant. With a view to achieving the investment objectives, the Sub-Fund may also use derivative financial instruments including, but not limited to, the following: - options and futures on Transferable Securities or Money Market Instruments - index futures and options - interest rate futures, options and swaps - performance swaps - forward currency contracts and currency options. Page 13 of 24

14 adjusted at least once a year, taking into account related instruments. On an ancillary basis, the sub-fund may have recourse to deposits. Reference currency EUR Risk management method Commitment approach Subscription fee Max. 5% of the NAV per share payable to the Management Company of the SICAV Redemption and Conversion fee Management fee Class A and class B shares 1,25% p.a. on the average net assets Class Ic and class Id shares 1,00% p.a. on the average net assets Service fee Performance fee For class A, B, Ic and Id shares, a performance fee is determined as follows: Reference currency EUR Risk management method Commitment approach Subscription fee Class P Dis EUR and class P Cap EUR shares : Max. 3% of the NAV per share Class I Cap EUR shares: Max. 2% of the NAV per share payable Class R Dis EUR: Max. 3% of the NAV per share Redemption and Conversion fee Class P Dis EUR and class P Cap EUR shares: No redemption fee and maximum 3% conversion fee in Belgium and 1% conversion fee elsewhere Class I Cap EUR shares: Class R Dis EUR: No redemption fee and maximum 3% conversion fee in Belgium and 1% conversion fee elsewhere Management fee Class P Dis EUR and class P Cap EUR shares Max. 1,50% p.a. on the average net assets Class I Cap EUR shares Max. 0,60% p.a. on the average net assets Class R Dis EUR: Max. 0,75% p.a. on the average net assets Service fee Class P Dis EUR and class P Cap EUR shares 0,25% p.a. on the average net assets Class I Cap EUR shares 0,20% p.a. on the average net assets Class R Dis EUR: 0,25% p.a. on the average net assets Performance fee Page 14 of 24

15 1. If for a financial year, the performance of the sub-fund exceeds the performance of the MSCI Europe EUR Net Total Return Index (the «Index»), a performance fee of 20% of the realised over-performance will be determined according to the conditions mentioned in the 2nd and 3rd paragraph hereafter. 2. The performance fee is due only in the case where (1) the annual increase of the sub-fund exceeds the performance of the Index and (2) the performance of the sub-fund is positive. In case of negative performance of the Index, and positive performance of the sub-fund, the performance fee is calculated on the positive performance of the sub-fund, without considering the negative Index performance. 3. The performance of the sub-fund is defined as the difference between the Net Asset Value per share at the end of the financial year of a given year («End of Year NAV») and the Net Asset Value at the end of the preceding financial year («Initial NAV»), paid out dividends included, expressed in % (the «Performance»). On each Valuation Day, the performance fee is calculated based on the average number of outstanding shares during the financial year, estimated and provision made in the net asset value. This fee is payable annually in the month following the end of the financial year. Depositary and Central Administration fees Max. 0,10% p.a. of the average net assets of the sub-fund. This rate may vary according to changes in the net assets of the sub-fund as a minimum fee not exceeding EUR 45,000 per sub-fund applies. Valuation Day Each banking day in Luxembourg Cut-off time for subscription, redemption and conversion orders Subscription, redemption and conversion orders received on a Valuation Day before 2.00 p.m. will be treated on this specific Valuation Day. Depositary and Central Administration fees Valuation Day Each business day in Luxembourg Cut-off time for subscription, redemption and conversion orders Cut-off time for receipt of subscription, redemption and conversion request: before 3.30 p.m. CET each Valuation Day. Page 15 of 24

16 Merging Sub-funds DELTA LLOYD L EUROPEAN PARTICIPATION FUND Sub-fund Objective The main objective is to give shareholders access to European financial markets whilst aiming at high performance and acting in accordance with the principle of risk spreading. Investment Policy The sub-fund is mainly invested in equities of listed European companies. Company selection is based on factors such as valuation, business model, management, balance sheet and dividend pay-outs. The subfund seeks to achieve substantial holdings in a limited number of small companies. Therefore the sub-fund s performance does not always follow general market trends. The sub-fund may also be invested in units of UCITS and/or other UCIs, provided the investment policy of such UCIs corresponds to the investment policy as described above. Investment in units of UCITS and/or other UCIs cannot represent more than 10% of the net assets of the sub-fund. To comply with its investment policy, the sub-fund may use financial derivative instruments, dealt in on a regulated market or not, subject to the provisions of the Chapter Investment restrictions, for the purposes of hedging currency risks, interest rate risk and market risk and for efficient portfolio management, therefore including investment purposes, to meet the sub-fund s investment objective. The sub-fund may invest in money market instruments on a temporary and ancillary basis within the authorised statutory limits. The sub-fund may also, for temporary placement of liquidities and on an ancillary basis, and subject to chapter 6. of the prospectus, invest in monetary UCIs or UCIs invested in debt instruments with a final or residual maturity of no more than twelve months, taking into account related financial instruments or debt instruments for which the rate is adjusted at least once a year, taking into account related instruments. Receiving Sub-funds NN (L) NN (L) European Participation Equity Sub-fund Objective The Sub-Fund invests mainly in a portfolio comprised of equities issued by companies established, listed or traded in any European country. Investments in equities will predominantly be made in companies whose market capitalisation is relatively limited in size (i.e. small caps ). The sub-fund seeks to achieve substantial holdings in a limited number of small companies. Therefore, the Sub-Fund s performance does not always follow general market trends. Investment Policy The Sub-Fund may invest a maximum of 25% of its net assets in equities and other participation rights traded on the Russian market the Moscow Interbank Currency Exchange Russian Trade System (MICEX-RTS). The Sub-Fund may also invest, on an ancillary basis, in other transferable securities (including warrants on transferable securities up to 10% of the Sub-Fund s net assets), Money Market Instruments, units of UCITS and other UCIs and deposits as described in Part III of this prospectus. However, investments in UCITS and UCIs may not exceed a total of 10% of the net assets. The Sub-Fund may have recourse to financial derivative instruments for hedging purposes and for efficient portfolio management. The Sub-Fund may use financial derivative instruments including, but not limited to, the following: - options and futures on transferable securities or money market Instruments - index futures and options - interest rate futures, options and swaps - performance swaps - forward currency contracts and currency options. The risks linked to the use of financial derivative instruments for purposes other than hedging are described in Part III Additional information, Chapter II: Risks linked to the investment universe: detailed description in this prospectus. Page 16 of 24

17 On an ancillary basis, the sub-fund may have recourse to deposits. Reference currency EUR Risk management method Commitment approach Subscription fee Max. 5% of the NAV per share payable to the Management Company of the SICAV Redemption and Conversion fee Management fee Class A and class B shares 1,25% p.a. on the average net assets Class Ic and class Id shares 1,00% p.a. on the average net assets Service fee Performance fee For class A, B, Ic and Id shares, a performance fee is determined as follows: 1. If for a financial year, the performance of the sub-fund exceeds the performance of the MSCI Europe Small Cap EUR Net Total Return Index (the «Index»), a performance fee of 20% of the realised over-performance will be determined according to the conditions mentioned in the 2nd and 3rd paragraph hereafter. 2. The performance fee is due only in the case where (1) the annual increase of the sub-fund exceeds the performance of the Index and (2) the performance of the sub-fund is positive. In case of negative performance of the Index, and positive Reference currency Euro (EUR) Risk management method Commitment approach Subscription fee Class P Dis EUR and class P Cap EUR shares: Max. 3% of the NAV per share Class I Cap EUR shares: Max. 2% of the NAV per share Redemption and Conversion fee Class P Dis EUR and class P Cap EUR shares No redemption fee and maximum 3% conversion fee in Belgium and 1% conversion fee elsewere Class I Cap EUR shares: Management fee Class P Dis EUR and class P Cap EUR shares Max. 1,50% p.a. on the average net assets Class I Cap EUR shares Max. 0,60% p.a. on the average net assets Service fee Class P Dis EUR and class P Cap EUR shares: 0,25% p.a. on the average net assets Class I Cap EUR shares: 0,20% p.a. on the average net assets Performance fee Page 17 of 24

18 performance of the sub-fund, the performance fee is calculated on the positive performance of the sub-fund, without considering the negative Index performance. 3. The performance of the sub-fund is defined as the difference between the Net Asset Value per share at the end of the financial year of a given year («End of Year NAV») and the Net Asset Value at the end of the preceding financial year («Initial NAV»), paid out dividends included, expressed in %, (the «Performance»). On each Valuation Day, the performance fee is calculated based on the average number of outstanding shares during the financial year, estimated and provision made in the net asset value. This fee is payable annually in the month following the end of the financial year. Depositary and Central Administration fees Max. 0,10% p.a. of the average net assets of the sub-fund. This rate may vary according to changes in the net assets of the sub-fund as a minimum fee not exceeding EUR 45,000 per sub-fund applies. Valuation Day Each banking day in Luxembourg Cut-off time for subscription, redemption and conversion orders Subscription, redemption and conversion orders received on a Valuation Day before 2.00 p.m. will be treated on this specific Valuation Day. Depositary and Central Administration fees Valuation Day Each business day in Luxembourg Cut-off time for subscription, redemption and conversion orders Cut-off time for receipt of subscription, redemption and conversion request: before 3.30 p.m. CET each Valuation Day Page 18 of 24

19 Merging Sub-funds DELTA LLOYD L GLOBAL FUND Sub-fund Objective The main objective is to give shareholders access to international financial markets whilst aiming at high performance and acting in accordance with the principle of risk spreading. Investment Policy The sub-fund is mainly invested in equities of listed companies without limitation in terms of geographical, sector or currency allocation. Company selection is based on factors such as valuation, business model, management, balance sheet and dividend pay-outs. The subfund invests into a limited number of companies. Therefore, the subfund s performance does not always follow general market trends. The sub-fund may also be invested in units of UCITS and/or other UCIs, provided the investment policy of such UCIs corresponds to the investment policy as described above. Investment in units of UCITS and/or other UCIs cannot represent more than 10% of the net assets of the sub-fund. To comply with its investment policy, the sub-fund may use financial derivative instruments, dealt in on a regulated market or not, subject to the provisions of the Chapter Investment restrictions, for the purposes of hedging currency risks, interest rate risk and market risk and for efficient portfolio management, therefore including investment purposes, to meet the sub-fund s investment objective. The sub-fund may invest in money market instruments on a temporary and ancillary basis within the authorised statutory limits. The sub-fund may also, for temporary placement of liquidities and on an ancillary basis, and Subject to chapter 6. of the prospectus invest in monetary UCIs or UCIs invested in debt instruments with a final or Receiving Sub-funds NN (L) GLOBAL SUSTAINABLE EQUITY Sub-fund Objective The Sub-Fund invests predominantly in a diversified portfolio comprised of equities and/or other Transferable Securities (warrants on Transferable Securities up to a maximum of 10% of the net assets of the Sub-Fund and convertible bonds) issued by companies that pursue a policy of sustainable development and that combine the respect of social principles (such as human rights, non-discrimination, the fight against child labour) and environmental principles with their focus on financial targets. The selection of portfolio holdings is based on the companies that best fulfil the combination of these criteria, largely determined by a best-in-class approach. Measured over a period of several years this Sub-Fund aims to beat the performance of the Benchmark MSCI World (Net). Investment Policy The Sub-Fund may invest a maximum of 25% of its net assets in equities and other participation rights traded on the Russian market the Moscow Interbank Currency Exchange Russian Trade System (MICEX-RTS). The Sub-Fund reserves the right to invest up to 20% of its net assets in Rule 144A Securities. The Sub-Fund may also invest, on an ancillary basis, in other Transferable Securities (including warrants on Transferable Securities up to 10% of the Sub-Fund s net assets), Money Market Instruments, units of UCITS and other UCIs and deposits as described in Part III of this prospectus. However, investments in UCITS and UCIs may not exceed a total of 10% of the net assets. Where the Sub-Fund invests in warrants on Transferable Securities, note that the Net Asset Value may fluctuate more than if the Sub-Fund were invested in the underlying assets because of the higher volatility of the value of the warrant. With a view to achieving the investment objectives, the Sub-Fund may also use derivative financial instruments including, but not limited to, the following: - options and futures on Transferable Securities or Money Market Instruments - index futures and options - interest rate futures, options and swaps - performance swaps - forward currency contracts and currency options. Page 19 of 24

20 residual maturity of no more than twelve months, taking into account related financial instruments or debt instruments for which the rate is adjusted at least once a year, taking into account related instruments. On an ancillary basis, the sub-fund may have recourse to deposits. Reference currency EUR Risk management method Commitment approach Subscription fee Max. 5% of the NAV per share payable to the Management Company of the SICAV Redemption and Conversion fee Management fee Class A shares 0,60% p.a. on the average net assets Class B and class D shares 1,20% p.a. on the average net assets Class Ic shares 0,50% p.a. on the average net assets Service fee Performance fee Depositary and Central Administration fees Max. 0,10% p.a. of the average net assets of the sub-fund. This rate may vary according to changes in the net assets of the sub-fund as a minimum fee not exceeding EUR 45,000 per sub-fund applies. Valuation Day The risks linked to this use of derivative financial instruments for purposes other than hedging are described in Part III Additional information, Chapter II: Risks linked to the investment universe: detailed description. Reference currency EUR Risk management method Commitment approach Subscription fee Class R Cap EUR and class P Cap EUR shares: Max. 3% of the NAV per share Class I Cap EUR shares: Max. 2% of the NAV per share Redemption and Conversion fee Class R Cap EUR and class P Cap EUR shares: No redemption fee and maximum 3% conversion fee in Belgium and 1% conversion fee elsewere Class I Cap EUR shares: Management fee Class R Cap EUR shares Max. 0,75% p.a. on the average net assets Class P Cap EUR shares Max. 1,50% p.a. on the average net assets Class I Cap EUR shares Max. 0,60% p.a. on the average net assets Service fee Class R Cap EUR and class P Cap EUR shares 0,25% p.a. on the average net assets Class I Cap EUR shares 0,20% p.a. on the average net assets Performance fee Depositary and Central Administration fees Valuation Day Page 20 of 24