ATOMO Société d investissement à capital variable Siège social: 41, boulevard Royal, L-2449 Luxembourg RCS Luxembourg n B 76.

Transcription

1 ATOMO Société d investissement à capital variable Siège social: 41, boulevard Royal, L-2449 Luxembourg RCS Luxembourg n B (the Fund ) To the shareholders of the Sub-Fund Atomo Dinamis Trend Luxembourg, 9 th October 2013 Dear Shareholder, We would like hereby to inform you that, in accordance with Articles 33 of the Fund s articles of incorporation, the Board of Directors has decided to merge your sub-fund Atomo Dinamis Trend (the Merging Fund ) within the sub-fund Arcam SICAV Global Trend (the Receiving Fund ) of a Société d Investissement à Capital Variable denominated Arcam SICAV (the Receiving Company ), such operation being hereinafter referred to as the Merger. We have deemed the Merger to be in your interest given that the Merger will permit the pooling of the Merging Fund and Receiving Fund s assets in a single structure, and therefore result in economies of scale for the Shareholders. Moreover, the former Merging Fund will, after the Merger, benefit from the services of Banca Arner SA as Investment Adviser of the Receiving Fund, which may help to develop the assets of the Merging Fund. Indeed, through a global and coherent strategic approach from Banca Arner SA, the intended Merger will benefit to the shareholders by allowing the harmonization and consistency in terms of the investment portfolio and strategy. Banca Arner SA will bring appropriate know-how in terms of evaluation, recommendation and analysis as well as to enhance, inter alia the distribution and marketing products, together with an enhancement of the cost control and product consistency. We would like to draw your attention on the following expected impact of the Merger on the Merging Fund and the Receiving Fund: ATOMO Dinamis Trend 1. Investment Policy The Sub-Fund seeks an investment return with moderate relative volatility and correlation to traditional markets. To achieve its investment objectives, the Sub- Fund will be mainly invested in: Equity securities, equity linked securities which qualify as eligible transferable ARCAM Global Trend 1. Investment Policy The Sub-Fund seeks positive return with relative low volatility and limited correlation to traditional markets. To achieve its investment objectives, the Sub- Fund will be mainly invested in: Equity securities, equity linked instruments and equity derivatives

2 securities as per article 41(1) of the 2010 Law and equity derivatives through long positions (including notably futures, options, Contracts For Difference, Swaps, Warrants) Bond and bond derivatives through long positions (including notably options, futures)) Money market instruments Exchange Traded Commodities ( ETC ), qualifying as transferable securities within the meaning of articles 41(1) of the 2010 Law, article 2 of the Grand Ducal Regulation of February 8 th 2008 together with point 17 of the CESR guidelines 07/044 b, and provided that, in accordance with articles 41(1) of the 2010 Law, there is no embedded derivatives as per the meaning of article 10 of the Directive 2007/16/EC and that a certain risk diversification is respected. In addition, no physical delivery should be considered. through long positions Bond and bond derivatives through long positions Money market instruments Exchange Traded Commodities ( ETC ), qualifying as transferable securities within the meaning of articles 41(1) of the 2010 Law, article 2 of the Grand Ducal Regulation of February 8 th 2008 together with point 17 of the CESR guidelines 07/044 b, and provided that there is no embedded derivatives as per the meaning of article 10 of such regulation. In addition, no physical delivery should be considered. Investment in a single commodity Index is not allowed. The Sub-Fund may secondarily invest in Investment Grade bonds, including fixed or floating rates, convertible bonds, zero-coupons, government and treasury bonds, as well as money market instruments. The Sub-Fund may further achieve its investment objective by investing up to 10% of its total net assets in units/shares of UCITS and other UCIs and/or in Exchange Traded Funds (ETFs), qualifying as UCITS or respectively UCIs, as per the meaning of articles 41 (1) and 46 of the 2010 Law. The Sub-Fund may secondarily invest in Investment Grade bonds, including fixed or floating rates, convertible bonds, zero-coupons, government and treasury bonds, as well as money market instruments. The Sub-Fund may further achieve its investment objective by investing up to 10% of its total net assets in units/shares of UCITS and other UCIs and/or in Exchange Traded Funds (ETFs), qualifying as UCITS or respectively UCIs, as per the meaning of articles 41 (1) and 46 of the 2010 Law. In addition, the Sub-Fund may invest in Exchange Traded Notes (ETN), qualifying as transferable securities within the meaning of articles 41(1) of the 2010 Law and article 2 of the Grand Ducal Regulation of February 8 th Under exceptional circumstances and in the best interest of the shareholders, the Sub-Fund may be invested up to 100% of its net assets in cash, liquid assets or money market instruments on a temporary basis. The Sub-Fund investments are neither subject to Under exceptional circumstances and in the best interest of the shareholders, the Sub-Fund may be invested up to 100% of its net assets in cash, liquid assets or money market instruments on a temporary basis. The Sub-Fund investments are neither subject to

3 currency nor geographical constraints. currency nor geographical constraints. 2. Investor Profile The Merging Fund is suitable for investors looking for capital protection from excessive market volatility and at the same time looking for a stable long term appreciation of their capital. 3. Risk Profile The risks pertaining to an investment in the Merging Fund are primarily: specific and market risk related to equity investments, interest rate and credit risk related to bond investments, currency risk related to investments made in currencies which are different from the reference currency and commodity risk related to investments in Exchange Traded Commodities ( ETC ). The value of investments and income can go down as well as up (this may partly be the result of volatility risks or exchange rate fluctuations in investments which have an exposure to foreign currencies) and investors may not get back the full amount invested. The Merging Fund s performance may be adversely affected by variations in the relative strength of individual world currencies or if the Euro strengthens against other currencies. 4. Global Exposure Absolute VaR 5. Synthetic risk and Reward Indicator (SRRI) 4 EUR 6. Reference Currency 7. Listing on the Luxembourg Stock Market The Shares of the Merger Fund are not listed on the Luxembourg Stock Market. 8. Type of Shares Registered Shares 2. Investor Profile The Receiving Fund is suitable for investors having a medium tolerance for risk, looking for long term capital growth and seeking to participate in the opportunities offered by financial markets, with limited correlation to both equity and bond markets. 3. Risk Profile The risks pertaining to an investment in the Receiving Fund are primarily: specific and market risk related to equity investments, interest rate and credit risk related to bond investments, currency risk related to investments made in currencies which are different from the reference currency and commodity risk related to investments in Exchange Traded Commodities ( ETC ). The value of investments and income can go down as well as up (this may partly be the result of volatility risks or exchange rate fluctuations in investments which have an exposure to foreign currencies) and investors may not get back the full amount invested. The Receiving Fund s performance may be adversely affected by variations in the relative strength of individual world currencies or if the Euro strengthens against other currencies. 4. Global Exposure Absolute VaR 5. Synthetic risk and Reward Indicator (SRRI) 3 EUR 6. Reference Currency 7. Listing on the Luxembourg Stock Market The Shares of the Receiving Fund are not listed on the Luxembourg Stock Market. 8. Type of Shares Registered and Bearer Shares

4 9. Categories of Shares Distribution and Accumulation 10. NAV Frequency Daily 11. Cut-off time 4.00 p.m. (Luxembourg Time) 12. Share Classes a) Retail Investors R (EUR) Acc R (USD) Acc R (CHF) Acc 9. Categories of Shares Accumulation 10. NAV Frequency Daily 11. Cut-off time 4.00 p.m. (Luxembourg Time) 12. Share Classes a) Retail Investors R (EUR) Acc R (USD) Acc: not yet launched R (CHF) Acc: not yet launched Shareholders are kindly informed that the share classes referred to under item 9.a) above of the Merging Fund will be allocated to the share classes referred to under item 9. a) of the Receiving Fund. Other share classes None Dormant share classes R (EUR) Dist R (USD) Dist R (CHF) Dist I (EUR) Acc I (USD) Acc I (CHF) Acc I (EUR) Dist I (USD) Dist I (CHF) Dist Other share classes I (EUR) Acc Dormant share classes R (USD) Acc: to be launched at merger R (CHF) Acc: to be launched at merger I (USD) Acc I (CHF) Acc P (EUR) Acc P (USD) Acc P (CHF) Acc Share Class P: Retail and Institutional Investors specifically authorised by the Board of the Receiving Company 13. Registration Tax 13. Registration Tax

5 The rate of the annual subscription tax for UCITS is 0.05 percent (0.01 percent in certain cases for share classes reserved to institutional investors), calculated on the basis of the total net assets. 14. Registration Countries - Luxembourg The rate of the annual subscription tax for UCITS is 0.05 percent (0.01 percent in certain cases for share classes reserved to institutional investors), calculated on the basis of the total net assets. 14. Registration Countries - Luxembourg - Italy: Italian Paying Agent: State Street SpA Via Ferrante Aporti, Milan - Italy: Italian Paying Agent: State Street SpA Via Ferrante Aporti, Milan 15. Main Service Providers 15. Main Service Providers Management Company: Casa4Funds SA 41, boulevard Royal L-2449 Luxembourg Management Company: Casa4Funds SA 41, boulevard Royal L-2449 Luxembourg Investment Adviser: Dinamis Advisors Piazetta, CH-6535 Roveredo Switzerland Investment Adviser: Banca Arner SA Piazza Manzoni, 8 CH-6901 Lugano Switzerland Depositary: Banque de Luxembourg 14, boulevard Royal L-2449 Luxembourg Depositary: Banque de Luxembourg 14, boulevard Royal L-2449 Luxembourg Central Administration: European Fund Administration S.A. 2, rue d Alsace L-1122 Luxembourg Central Administration: European Fund Administration S.A. 2, rue d Alsace L-1122 Luxembourg Auditor: Deloitte Audit S.à.r.L 560, rue de Neudorf L-2220 Luxembourg Auditor: Deloitte Audit S.à.r.L 560, rue de Neudorf L-2220 Luxembourg 16. Detailed Fee Schedule 16. Detailed Fee Schedule Subscription fee: None Subscription fee: None

6 Redemption charge: None Redemption charge: up to 3% Management Fee: 2% Management Fee: 2% (subject to CSSF prior approval) Depositary Fee: 0.05% (with a min ) Depositary Fee: 0.05% (with a min ) Administration Fee: 0.20% (with a min ) Administration Fee: 0.20% (with a min ) Investment Advisory Fee: The Management Company will pay quarterly to the Investment Adviser an Investment Advisory Fee equal to the remaining part of the Management Fee after payment of the Management Company and eventual distributors Investment Advisory Fee: The Management Company will pay quarterly to the Investment Adviser an Investment Advisory Fee equal to the remaining part of the Management Fee after payment of the Management Company and eventual distributors Performance Fee: 20% Performance Fee: 15% Nota Bene: The Performance Fee, as described in the Fund s prospectus, will be determined as of the Effective Date Based on the information mentioned above, the Merger is not expected to materially impact the Receiving Fund. As a result of the Merger, all assets and liabilities of the Merging Fund will be transferred into the assets and liabilities of the Receiving Fund. The Merging Fund will then cease to exist. No rebalancing of the Merging Fund s portfolio will be carried out prior to the Merger. All assets and liabilities (the Assets ) of the Merging Fund will be contributed to the Receiving Fund. All Assets of the Merging Fund will be valued on the date for calculating the exchange ratio in accordance with the provisions of the terms of the articles of incorporation and prospectus of the Fund. The Fund will entrust Deloitte Audit S.à.r.L to validate and prepare a report on the criteria adopted for the valuation of the assets and liabilities as of the date for calculating the exchange ratio (the First Report ) in accordance with Article 71 (1)a) of the Law. The Merging Fund has no outstanding set-up costs. The legal, advisory and administrative costs associated with the preparation of the Merger will be borne by the investment adviser of the Receiving Fund namely, Banca Arner SA.

7 Upon the Effective Date, the Merging Fund will transfer the Assets to the Receiving Fund (as detailed above). For the shares of each class of shares that they hold in the Merging Fund, shareholders will receive a number of shares of the corresponding share class of the Receiving fund equivalent to the value of share held in the relevant classes of the Merging Fund: Merging Fund: ATOMO Dinamis Trend Class R (EUR) - Acc Class R (USD) - Acc Class R (CHF) - Acc Receiving Fund: ARCAM SICAV Global Trend Class R (EUR) - Acc Class R (USD) Acc : to be launched at merger Class R (CHF) Acc : to be launched at merger Dormant share classes of the Merging Fund have not yet been launched and will remain closed to any subscription until the Effective Date. Shares in the Merging Fund will be cancelled and shareholders will receive shares in the Receiving Fund, which will be issued without charge and in registered form. The overall value of the shareholders holdings will remain the same. As reference currencies of the Merging Fund share classes are the same as the reference currencies of the corresponding Receiving Fund share classes, no exchange rate between reference currencies of the Merging Fund share classes and reference currencies of the Receiving Fund share classes shall be applied in order to calculate the number of shares of the Receiving Fund to be issued on the Effective Date, in exchange for the shares of the Merging Fund. The Fund will entrust Deloitte Audit S.à.r.L, as the authorised auditor, to validate, if applicable, the cash payment per share and the calculation method of the exchange ratio as well as the actual exchange ratio determined at the date for calculating that ratio (the Second Report ) in accordance with Article 71 (1) b) and c) of the Law. A copy of the First Report referred to under item IV above and the Second report referred to above will be made available free of charge to the shareholders of both the Merging and Receiving Fund and communicated to the Commission de Surveillance du Secteur Financier. On the Effective Date, the Merging Fund will be merged in the Receiving Fund and the Assets attributable to each class of shares of the Merging Fund will be transferred to the corresponding class of shares of the Receiving Fund (as detailed in item V. Calculation Method of Exchange Ratio"). In exchange for this transfer, holders of shares of the relevant classes of shares of the Merging Fund shall receive new shares of the corresponding classes of shares of the Receiving Fund. Following the Merger, the Merging Fund shall be dissolved without going into liquidation. Shareholders of the Merging Fund on the Effective Date will automatically be issued, in exchange for their shares in the Merging Fund, a number of shares of the corresponding share class of the Receiving

8 fund equivalent to the value of share held in the relevant class of the Merging Fund multiplied by the relevant share exchange ratio which shall be calculated for each of shares on the basis of its respective NAV as of date of calculation of the exchange ratio. No subscription fee will be levied within the Receiving Fund as a result of the Merger. Shareholders of the Merging Fund will acquire rights as shareholders of the Receiving Fund from the Effective Date. Shareholders of the Merging Fund not agreeing with the Merger will be given the possibility to choose one of the following options: Option 1 To request the redemption of their shares at the applicable NAV of the relevant shares, without any redemption charges (other than charges retained to meet disinvestment costs). This right shall become effective from the moment that the shareholders of the Merging Fund have been informed of the proposed merger at least 30 calendar days before the last date for requesting redemption and shall cease to exist five working days before the date for calculating the exchange ratio. Option 2 To request the conversion of their shares without any charge for, respectively, corresponding shares of the corresponding classes of shares of the remaining sub-funds of the Fund if any (i.e., other than the Merging Fund), at the applicable NAV of the relevant shares, without any conversion charges (other than charges retained to meet disinvestment costs). This right shall become effective from the moment that the shareholders of the Merging Fund have been informed of the proposed Merger at least 30 calendar days before the last date for requesting redemption and shall cease to exist five working days before the date for calculating the exchange ratio. We would like to draw your attention that applications to exercise option 1 or option 2 must be received by the central administration of the Fund prior to 4:00 p.m. (CET) on 8 th November 2013 at the latest. In order to implement the procedures needed for the Merger in an orderly and timely manner, the respective boards of the Fund and Receiving Company have decided that: - Requests for subscriptions and/or conversions and/or redemptions of shares of the Merging Fund will no longer be accepted or processed as from 4:00 p.m. (CET) on 8 th November 2013; and - Requests for subscriptions and/or conversions and/or redemptions of shares of the Receiving Fund between 4:00 p.m. (CET) on 8 th November 2013 and the Effective Date will continue to be accepted or processed, in accordance with the provisions of the Prospectus of the Receiving Company.

9 Each shareholder in the Merging Fund will receive a notification confirming the number of shares of the corresponding class of shares of the Receiving Fund that they hold after the Merger. Please note that Banca Arner SA, in its capacity as the investment adviser of the Receiving Fund, will bear any legal, advisory, operational and administrative costs and expenses associated with the preparation and completion of the Merger incurred by both the Fund and the Receiving Company, such as for instance but without limitation to, the cost of deregistration, if any, to be paid to the local authorities in all relevant countries where the Merging Fund is distributed, the cost of publication of the announcement of the Merger in the Luxembourg official gazette and in all relevant countries where the Receiving Fund will be distributed, the cost of registration, if any to be paid to the local authorities in all relevant countries where the Receiving Fund will be distributed. The Merger will be effective on 15 November 2013 (the Effective Date ), corresponding to the date for calculating the exchange ratio. An up-to-date version of Fund s prospectus, as well as copies of the Merging Company s prospectus can be obtained free of charge on request made at the Fund s registered office or Central Administration. Furthermore, we are pleased to provide you with the enclosed key investor information of the Receiving Fund. We remain at your disposal should you need any additional information thereon. Sincerely yours, The Board of Directors