SAM THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF IN DOUBT, PLEASE SEEK PROFESSIONAL ADVICE. The Directors accept responsibility for the accuracy of the contents of this document. ROBECO CAPITAL GROWTH FUNDS Société dinvestissement a capital variable, (the Company ) Registered office at 69, route d Esch, L-1470 Luxembourg R.C.S. Luxembourg B 58 959 By registered mail Luxembourg, 13 April 201 1 Dear shareholder, We are writing to you as an investor and shareholder in Robeco Capital Growth Funds - Robeco Health & Weltness Equities (the Sub-Fund ) to inform you that: The directors have decided to propose to the Extraordinary General Meeting of Shareholders of the Sub-Fund, which will be held on 4 May 2011 at 3.00 p.m. Luxembourg time (the Meeting ), to merge the Sub-Fund with Julius Baer Multipartner SAM Sustainable Healthy Living Fund on 17 June 2011. Proposal to merge the Sub-Fund The directors of the Company (the Board) have given consideration to the management of the Sub-Fund and have decided to propose to the Meeting to merge the Sub-Fund with Julius Baer Muttipartner - Sustainable Healthy Living Fund (the Absorbing Sub-Fund ) on 17 June 2011 (the Effective Date ). The purpose of this circular is to describe the reasons and effects of the proposal to merge the Sub-Fund with the Absorbing Sub-Fund. To be effective, the proposal requires shareholders of the Sub-Fund to approve this sole resolution set out in the enclosed notice of the Meeting. If you hold shares in the Sub-Fund and do not wish to participate in the merger, you are given the option to redeem your shareholdings under the usual conditions provided in the current prospectus of the Company until 4 p.m. (Luxembourg time) on 9 June 2011. In case the majority of votes cast at the Meeting is not in favour of the proposed merger, the outcome of the Meeting will be published on the website www,robeco,be on 12 May 2011. Reason for the proposal The Board has resolved to propose to the shareholders of the Sub-Fund the merger with the Absorbing Sub-Fund considering the fact that, although the Sub-Fund and the Absorbing Sub- Fund are part of different SICAVs, the Sub-Fund and Absorbing Sub-Fund have a similar investment universe and investment process. Both Sub-Funds are currently sub-advised by SAM Sustainable Asset Management AG. Furthermore, it is noted that the Absorbing Sub-Fund has more assets under management and that therefore the Absorbing Sub-Fund has, as a result of its size, the ability to anticipate and focus more efficiently on the long term sustainability trend. Terms Subject to the approval of the shareholders of the Sub-Fund, the assets of the Sub-Fund will be transferred to the Absorbing Sub-Fund in exchange for the issue of shares of the same or equivalent class of shares in the Absorbing Sub-Fund to the shareholders of the Sub-Fund on the Effective Date as defined herein. After implementation of the following scheme, the Sub Fund will cease to exist. iiii I Il * 1000166
Shareholders of the Sub-Fund remaining on the register as at the close of business on 10 June 2011 will receive shares in the Absorbing Sub-Fund, which are equivalent in value to their shareholdings in the Sub-Fund (calculated on the basis of the respective net asset values of the Sub-Fund and the Absorbing Sub-Fund as calculated on 17 June 2011>. The issue of shares in the Absorbing Sub-Fund in exchange for shares of the Sub-Fund will not be subject to any charge. There are no unamortized establishment costs with respect to the Sub-Fund. The Sub-Fund and the Absorbing Sub-Fund have a similar structure in terms of distribution policy and operational procedures. The investment sub-adviser of the Absorbing Sub-Fund is SAM Sustainable Asset Management A.G., a 100% subsidiary of SAM Group Holding A.G., which in its turn is a 100% subsidiary of Robeco Institutional Asset Management B.V. Shareholders will receive shares in the Absorbing Sub-Fund as follows: Class of shares of the Sub- Class of shares of the Absorbing Fund Sub-Fund D EUR will receive EUR B D USD Will receive USD B The Investment Policy (as per the current prospectus of Julius Baer Multipartner SICAV dated 31 August 2010> of the Absorbing Sub-Fund is set out in Appendix 1 to this letter. No dealings in the Sub-Fund will be possible after 4 p.m. (Luxembourg time) on 9 June 2011. Key information Sub-Fund Absorbing Sub-Fund Structure Fund name Robeco Health & Wellness Equities SAM Sustainable Healthy Living Fund Legal structure Robeco Capital Growth Funds Julius Baer Multipartner SICAV SICAV Investment (sub- SAM Sustainable Asset SAM Sustainable Asset Management )advisor Management AG AG Fund size* EUR 70.5 million EUR 120.1 million Fees Management fee 1.5% 1.5% Total expense ratio D EUR: 1.71% EUR B: 2.15% (per 30/06/2010) D USD: 1.71%** USD B: 2.18% Figures as per 31 January 2011. Extrapolated / estimated figure.
Procedure The implementation of the scheme is subject to the approval by the shareholders of the Sub- Fund at the Meeting of this sole resolution (as set out in the accompanying convening notice) to approve the merger of the Sub-Fund into the Absorbing Sub-Fund and the conversion of all existing shares of the Sub-Fund on the Effective Date into shares of the Absorbing Sub-Fund, in the manner as provided above. The merger will be effective on 17 June 2011. Under the articles of incorporation of the Company, no quorum is required for the Meeting and this sole resolution will be adopted if voted for by a simple majority of the votes cast. The shares of the Sub-Fund will continue to be issued and redeemed on the usual dealing days in accordance with the terms of the current prospectus of the Company and the current this sole resolution is passed, no further dealings in shares of the Sub-Fund beyond the above dealing Investment Policy of the Sub-Fund until 4 p.m. (Luxembourg time) on 9 June 2011. cut-off time will take place and the register will be closed on the Effective Date. The Sub- Fund will cease to exist on the Effective Date. If Recommendation and action to be taken The Board unanimously considers the proposal to be in the best interest of the shareholders of the Sub-Fund and recommend them to vote in favor of the sole resolution. Costs of the Scheme The costs and expenses (cost of the auditor and advertisement costs) in relation to the merger and the termination of the Sub-Fund, will be borne by the Management Company Robeco Luxembourg S.A. If you are in any doubt regarding your taxation position you should consult your own professional adviser. The detailed letter to shareholders, any further information, the annual report 2009/2010, the prospectus, the Belgian appendix, the simplified prospectuses and the last periodical reports are available free of charge at the registered office of the Company and at the financial service in Belgium, Fortis S.A., Montagne du Parc 3, 1000 Brussels. Yours faithfully, ROBECO CAPITAL GROWTH FUNDS The Board of Directors iri iiiii iii i i imi Ih II *1000166*
Appendix Investment I Policy Absorbing Sub-Fund The investment objective of the Company in relation to the Julius Baer Multipartner SAM Sustainable Healthy Living Fund ( SAM Sustainable Healthy Living Fund ) is to achieve longterm capital growth through investment of at least two thirds of its assets in a portfolio of carefully selected shares and other equities of companies with their registered office or the major part of their business activities in recognised countries, which offer technologies, products or services in the areas of nutrition, health, or physical activities and physical and mental wellbeing and which show an elevated degree of sustainability. SustainabiLity means striving to achieve economic success, while at the same time considering ecological and social objectives. For the assessment, areas like corporate strategy, corporate governance, transparency as well as the product and service range of a company will be taken into consideration. Up to one third of the assets of the SAM SustainabLe Healthy Living Fund may also be invested in the following assets: (i) shares and other equities of other companies from recognised countries; (ii) money market instruments from issuers from recognised countries; (iii) derivatives on shares and other equities of companies form recognised countries: (iv) structured products on shares and other equities of companies from recognized countries (totally up to a maximum of 10% of the assets); (v) units of other UCITS and/or UCI, including Exchange Traded Funds (totally up to a maximum of 10% of the assets). Besides, ancillary liquid assets may be held which, under certain circumstances and notwithstanding the 2/3-rule of the first paragraph of this chapter, may amount to up to 49% of the assets. The SAM Sustainable Healthy Living Fund is denominated in euros. For efficient portfolio management, currency hedging transactions may be made, i.e. investments will be hedged against the currency in which they have been issued. Besides, the Subfund may make active currency investments, which may lead to a positive or negative exposure towards currencies different from the Subfund s currency. Investments in derivatives entail higher risks, particularly due to the higher volatility. If a derivative is embedded in a transferable security, it must be taken into account when applying the investment restrictions and for the purposes of risk monitoring. On behalf of SAM Sustainable Healthy Living Fund, also investments which either are issued by issuers from socalled emerging market countries and/or which are denominated in, or economically linked to, currencies of emerging market countries may be acquired. The term emerging markets generally means markets in countries currently developing into modern industrialized countries, with the result that they exhibit high potential but also increased risk. In particular, these include the countries included in the International Finance Corporation Global Composite Index or the MSCI Emerging Markets Index. As regards investments in emerging markets countries, including the People s Republic of China, the section Information regarding investments in Emerging Market Countries below should be considered. * 1000166*