cover letter to the shareholders of the ucits …...cover letter to the shareholders of the ucits...

17
Cover letter to the shareholders of the UCITS Robeco All Strategies Funds ̶ Robeco Multi Asset Income Dear Shareholders, With this letter we want to inform you that as you will become shareholder in the Sub-fund, Robeco Multi Asset Income, a Transaction will take place on 13 September 2016. This Transaction is the merger of Robeco Safe Mix N.V. into Robeco Multi Asset Income. The merger will take place by a means of a transfer of assets. The proposed Transaction will have no negative impact for you as existing shareholder in Robeco Multi Asset Income. The assets of Robeco Multi Asset Income will increase with the transfer of assets of Robeco Safe Mix N.V. As existing shareholder you may benefit from economies of scale as a result of a greater size. The investment policy of Robeco Multi Asset Income will not be amended on the occasion of the Transaction, nor will the transfer of assets of Robeco Safe Mix N.V have any impact on the economic rights and obligations of you as existing shareholder in Robeco Multi Asset Income. Detailed information on this Transaction can be found in the enclosed notice to the shareholders of Robeco Safe Mix N.V. as well as www.robeco.com/luxembourg. Robeco All Strategies Funds The Board of Directors

Upload: others

Post on 09-Apr-2020

4 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Cover letter to the shareholders of the UCITS Robeco All Strategies Funds ̶ Robeco Multi Asset Income

Dear Shareholders,

With this letter we want to inform you that as you will become shareholder in the Sub-fund, Robeco Multi Asset Income, a

Transaction will take place on 13 September 2016.

This Transaction is the merger of Robeco Safe Mix N.V. into Robeco Multi Asset Income. The merger will take place by a

means of a transfer of assets.

The proposed Transaction will have no negative impact for you as existing shareholder in Robeco Multi Asset Income. The

assets of Robeco Multi Asset Income will increase with the transfer of assets of Robeco Safe Mix N.V. As existing shareholder

you may benefit from economies of scale as a result of a greater size. The investment policy of Robeco Multi Asset Income

will not be amended on the occasion of the Transaction, nor will the transfer of assets of Robeco Safe Mix N.V have any

impact on the economic rights and obligations of you as existing shareholder in Robeco Multi Asset Income.

Detailed information on this Transaction can be found in the enclosed notice to the shareholders of Robeco Safe Mix N.V.

as well as www.robeco.com/luxembourg.

Robeco All Strategies Funds

The Board of Directors

Page 2: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Notice to the shareholders of the UCITS

Robeco Safe Mix N.V.

and

Robeco All Strategies Funds–Robeco Multi Asset

Income

Date: 2 May 2016

Page 3: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Robeco | Notice to the shareholders of the UCITS 2

2 |

Dear Shareholders,

We are writing to you in connection with the decision of the respective boards of directors of both Robeco Safe

Mix N.V. (the "Disappearing UCITS") and Robeco All Strategies Funds SICAV (the "Receiving UCITS") to

propose to merge the Disappearing UCITS with a Sub-fund of the Receiving UCITS – namely Robeco Multi

Asset Income (the "Sub-fund"). This merger will take place by way of liquidation of the Disappearing UCITS and

a transfer of its assets to the Receiving UCITS that shall attribute these assets to the Sub-fund, in exchange for

the issuance of shares in the Sub-fund (the Transaction") as is meant in Article 2 1) (p) under (iii) of the UCITS

Directive 2009/65/EC and article 4:62a under c Wft.

Background and Rationale I.

The Disappearing UCITS is a public limited liability company with variable capital organised under the laws of

the Netherlands. The Receiving UCITS is a SICAV organised under the laws of the Grand Duchy of

Luxembourg; the Disappearing UCITS and the Receiving UCITS together also referred to as the "Merging

UCITS". The Board of Directors would like to propose to merge the Merging UCITS with the effective date of 13

September 2016 (the "Transaction Date").

The decision to propose to liquidate the Disappearing UCITS and transfer its assets to the Receiving UCITS,

that shall attribute these assets to the Sub-fund, has been taken by the boards of directors of the Merging

Companies because of a combination of factors:

(i) The board of directors of the Disappearing UCITS (the "Board") has noted that the demand for and

the assets of the Disappearing UCITS decreased significantly in the last years. Therefore the Board

considers it not efficient and not in the best interest of the Shareholders to continue with the

Disappearing UCITS in its current form.

(ii) However the Board has also identified that the demand for multi asset strategies focussing on income

is increasing, especially on the international market. In order to meet this demand the Board proposes

to merge the Disappearing UCITS with the Sub-fund. Both the Disappearing UCITS and the Sub-

fund share comparable strategies, whereby the strategy of the Sub-fund focusses more on growth.

Therefore the Board considers that the Sub-fund has more growth potential in the international

market.

(iii) The Board also is of the opinion that the Sub-fund offers the current Shareholders in the Disappearing

UCITS a more future-proof multi asset investment.

The Transaction II.

On the Transaction Date, the Disappearing UCITS will transfer all its assets to the Receiving UCITS in exchange

for shares in the Sub-fund. Shareholders of the Disappearing UCITS will receive shares in the Sub-fund free of

charge on the first bank business day after the Transaction Date.

Shareholders of the respective share classes of the Disappearing UCITS shall become shareholders of the Sub-

fund as follows:

Page 4: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Robeco | Notice to the shareholders of the UCITS 3

Existing share classes in the Disappearing

UCITS

Corresponding share classes in the Receiving

UCITS

Robeco Safe Robeco Safe Mix Robeco All Robeco Multi Asset Income E EUR

Mix N.V. Robeco Safe Mix - EUR G Strategies

Funds Robeco Multi Asset Income G EUR

The currently issued priority shares in the share capital of the Disappearing UCITS shall be repurchased after

the signing of this merger proposal, but prior to the closing of the Transaction. As a result thereof, no exchange

ratio and/or corresponding share class shall be calculated regarding the priority shares.

To facilitate the Transaction, shareholders should note that the last subscription, conversion and redemption

orders in the Disappearing UCITS will be accepted on Friday 2 September 2016, 15:00 CET (Cut-off time),

please note that your financial advisor or distributor may adopt a different Cut-off time. As of Friday 2 September

2016, the subscription and redemption for shares in the Disappearing UCITS shall be suspended.

Shareholders who do not accept the proposed Transaction, and not wish to have their shares exchanged on the

Transaction Date, may redeem their shares or convert their shares into shares of another fund, managed by

Robeco Institutional Asset Management B.V. (“RIAM”), the management company of the Disappearing UCITS

and/or Robeco Luxembourg S.A., the management company of the Receiving UCITS, at the transaction price

without any additional charges until this cut off-time. Please note that your financial advisor or distributor through

which you acquire shares in a relevant fund could charge additional fees. In preparation for the merger the

portfolio of the Disappearing UCITS will be aligned with the portfolio of the Sub-fund of the Receiving UCITS

starting from September 2016. The transaction costs for the portfolio alignment will be borne by the

Disappearing UCITS.

Shareholders that have not made use of any of the abovementioned options at the cut-off time of Friday 2

September 2016, 15:00 CET shall become shareholder in the Sub-fund as of the Transaction Date. As of the the

Transaction Date, they may exercise the rights and obligations attached to the shares in the Sub-fund in

accordance with the prospectus of the Sub-fund and the articles of association of the Receiving UCITS.

Dealing in the Disappearing UCITS will be suspended from Friday 2 September 2016 15:00CET. As of

Tuesday 13 September 2016 shareholders of the Disappearing UCITS can submit orders in the Sub-fund

of the Receiving UCITS. In the event that the suspension is required on another date and/or needs to be

extended due to unforeseen circumstances, shareholders will be informed accordingly.

The total value of the shares to be issued in the Sub-fund will correspond to the total value of the shares held in

the Disappearing UCITS as the underlying assets of the Disappearing UCITS shall be transferred to the

Receiving UCITS that shall attribute these assets to the Sub-fund, as per the date of the Transaction.

The number of New Shares to be issued in the Sub-fund of the Receiving UCITS is determined by dividing the

total assets transferred by the net asset value of the applicable class of the Sub-fund of the Receiving UCITS,

Page 5: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Notice to the shareholders of the UCITS | Robeco 4

4 |

rounded to four decimals as at the valuation point on the Transaction Date (as defined below). The conversion

factor will be calculated and audited as at the valuation point on the Transaction Date.

The payment of the New Shares to the shareholders of the Disappearing UCITS will be effectuated as of the first

bank business day after the Transaction Date against the exchange ratio calculated on the Transaction Date.

While the overall value of their shareholding will remain the same, shareholders may receive a different number

of shares of the Sub-fund then they previously held in the Disappearing UCITS.

The approved statutory auditor of the Disappearing UCITS, KPMG Luxembourg S.C., shall validate the criteria

adopted for valuation of the Disappearing UCITS as well as the exchange ratio.

The payment of the New Shares to the shareholders of the Disappearing UCITS will be effectuated as of the first

bank business day after the Transaction Date.

Any additional liabilities occurring after the valuation point on the Transaction Date will be borne by RIAM.

Impact and shareholders rights III.

The Transaction will not have a significant impact on the shareholders in the Disappearing UCITS. Shareholders

of the Disappearing UCITS will receive shares with in the Sub-fund, which has a comparable investment policy

as the Disappearing UCITS but has a higher risk profile. The risk profile is higher because a larger part of the

portfolio may be invested in equities. Consequently the expected return can also be higher; on the other hand

the overall costs are higher than the Disappearing UCITS. The shareholders of the Disappearing UCITS can

however continue to invest in a multi asset strategy.

The proposed Transaction will have no negative impact on the shareholders of the Receiving UCITS and the

existing shareholders in the Sub-fund. The assets of the Sub-fund will increase with the assets of the

Disappearing UCITS. The existing shareholders of the Sub-fund will therefore benefit from economies of scale

as a result of a greater size. The investment policy of the Receiving UCITS will furthermore not be amended on

the occasion of the Transaction, nor will the transfer of assets from the Disappearing UCITS to the Receiving

UCITS have any impact on the existing shareholders of the Receiving UCITS or the economic rights and

obligations of shareholders in the Sub-fund.

For the avoidance of doubt, it is stated that shareholders of the Disappearing UCITS will hold shares in the Sub-

fund after the Transaction and will continue to benefit from the general safeguards applicable to UCITS.

A short description of the investment policy of the Sub-fund compared to the Disappearing UCITS can be found

in Appendix I of this letter.

Differences IV.

There are some differences between the Disappearing UCITS and the Sub-fund. A comparison of the

investment objective and policy, the fees structure and available classes of shares is provided in the Appendix I

to this letter.

Costs of the Transaction V.

Page 6: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Robeco | Notice to the shareholders of the UCITS 5

All legal, advisory and administrative costs and expenses, except for transaction costs of portfolio alignment

which will be borne by the Disappearing UCITS, incurred by the Disappearing UCITS resulting from or incidental

to the implementation of the Transaction will be borne by RIAM.

Any foreign taxes and duties payable upon the Transaction by the Receiving UCITS on the assets of the

Disappearing UCITS as a result of the implementation of the Transaction, will be paid by RIAM.

All unamortised expenses relating to the Disappearing UCITS will be borne by RIAM. All receivables and

liabilities of the merging UCITS will be valued at the time of the Transaction; receivables and liabilities of the

Disappearing UCITS will be sold and transferred to a Robeco Company against payment in cash.

Additional information VI.

a) Registration

Shareholders are advised that the Sub-fund has been registered for marketing in the Netherlands where the

Disappearing UCITS is currently registered.

b) Tax impact

The Transaction will not subject the Disappearing UCITS or the Sub-fund to taxation in Luxembourg. Investors

may however be subject to taxation in their tax domiciles or other jurisdictions where they pay taxes.

Notwithstanding the above, as tax laws differ widely from country to country, investors are advised to

consult their tax advisers as to the tax implications of the Transaction specific to their individual cases.

c) Auditor

The Disappearing UCITS has appointed KPMG Luxembourg S.C. as independent auditor for the validation of i)

the criteria adopted for valuation of the assets on the date for calculating the exchange ratio as well as ii) the

calculation method of the exchange ratio as well as the actual exchange ratio determined at the date for

calculating that ratio.

d) General

For an overview of the differences between the Disappearing UCITS and the Sub-fund once the Transaction has

been completed, please refer to Appendix I.

Liquidation Disappearing UCITS VII.

After the extraordinary general meeting of Shareholders (“EGM”), Friday 17 June 2016, the liquidator of the

Disappearing UCITS shall file the resolution to dissolve the Disappearing UCITS and the liquidation accounts

with the Dutch Trade Register. These filings shall furthermore be announced in a Dutch national newspaper,

after which a two months creditor opposition period shall commence. During these two months, each creditor of

the Disappearing UCITS may institute opposition by means of an application to the competent district court.

After the end of the creditors' opposition period, the Transaction shall take place.

Availability of Documents VIII.

The Key Investor Documents of the relevant share classes of the Sub-fund are attached to the present notice as

Appendix II. Upon request, copies of the report of the approved statutory auditor of the Disappearing UCITS

relating to the Transaction, as well as the most recent prospectus and the common merger proposal, may be

Page 7: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Notice to the shareholders of the UCITS | Robeco 6

6 |

obtained free of charge at the registered office of the Disappearing UCITS and are available on the website of

the company www.robeco.com/riam.

Any further information in relation to the Transaction may be obtained from your financial adviser.

Robeco Safe Mix N.V. Robeco All Strategies Funds

The Board of Directors The Board of Directors

Page 8: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Robeco | Notice to the shareholders of the UCITS 7

APPENDIX I COMPARISON OF KEY FEATURES OF

THE DISAPPEARING UCITS

(ROBECO SAFE MIX N.V.) AND

THE SUB-FUND IN THE RECEIVING UCITS

(ROBECO ALL STRATEGIES FUNDS – ROBECO MULTI ASSET INCOME)

Shareholders are invited to refer to the respective prospectus of the Disappearing UCITS and the Receiving

UCITS and the specific Sub-fund for more information on the respective features of the Disappearing UCITS and

the Receiving UCITS and Sub-fund. Unless stated otherwise, the terms used in this Appendix are as defined in

the prospectus.

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

Name Robeco Safe Mix N.V. Robeco All Strategies Funds– Robeco Multi Asset Income

Management

Company

Robeco Institutional Asset Management B.V. Robeco Luxembourg S.A.

Investment Advisor Robeco Institutional Asset Manager B.V.

Investment Sub

Advisor

Corestone Investment Managers A.G.

I. INVESTMENT OBJECTIVES AND POLICIES AND RELATED RISKS

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

Investment Objective

and Policies

Investment objective

The Investment Institution primarily focuses on

capital accumulation in the long term. The

Investment Institution’s objective is to allow

the Shareholder to participate in the global

development of investments in equities, bonds

and cash, diver¬sified in order to realize a

result that fits the target risk profile. The

Manager makes sure that the best possible

diversification is achieved over the different

investment categories – equities, bonds and

cash – whilst also having the possibility to

invest to a limited extent in real-estate funds

and commodities. The ‘mix’ character allows

the fund manager to realign different kinds of

Investment objective

The Fund seeks to deliver current income while

maintaining prospects for capital appreciation investing

in a broad range of assets and income generating

strategies. The aim of the Sub-fund is to achieve long-

term capital growth by using asset allocation strategies

and adapting the mix of assets and asset classes. The

Sub-fund will take global exposure to asset classes such

as equities, bonds, deposits, Alternative Investments

and/or other generally accepted asset classes.

Page 9: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Notice to the shareholders of the UCITS | Robeco 8

8 |

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

investment in time so as to continually obtain

optimized returns.

Risk profile

The target risk profile of the Investment

Institution is low, meaning that in principle a

small part of the portfolio may be invested in

equities. This percentage may however be

changed if necessary to achieve the intended

objective.

Risk profile

The asset allocation strategy is subject to the

investment restrictions and the limit on ex-ante

volatility that corresponds to the synthetic risk and

reward indicator 4 on the scale from 1 to 7 according to

an increasing level of volatility.

Main Instruments

The Investment Institution invests primarily in

Affiliated Investment Institutions. Besides

Affiliated Investment Institutions, separate

(mostly listed) equities, bonds and deposits may

be included in the Investment Institution’s

portfolio. The diversification of the portfolio

across the various asset classes will be published

monthly on the Website.

Main instruments

Besides investing in UCI’s/UCITS, including UCI’s/UCITS

that are part of the Robeco Group, that can invest in

equities, bonds, deposits and other fixed income

securities, money market investments, Alternative

Investments and other generally accepted asset classes,

the fund may also directly invest in equities, bonds,

money market instruments, deposits and financial

derivative instruments.

Investment restrictions

As a UCIT, the Investment Institution is bound

by investment restrictions. The key investment

restrictions applying to a UCITS are stated in

UCITS Directive 2009/65/EG and, for Dutch

UCITS, as adopted in the Dutch Market Conduct

Supervision (Financial Institutions) Decree

(BGfo). The provisions of this Decree that are

valid on the prospectus date are given in

Appendix I of the prospectus.

The Investment Institution does not have a

benchmark.

Investment restrictions

As a UCIT, the Investment Institution is bound by

investment restrictions. The key investment restrictions

applying to a UCITS are stated in UCITS Directive

2009/65/EEC .The provisions of this Decree that are

valid on the prospectus date are given in Appendix II of

the prospectus.

The Investment Institution does not have a benchmark.

Page 10: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Robeco | Notice to the shareholders of the UCITS 9

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

Currency Policy

To optimize the investment result, the

Investment Institution will, within the given risk

limits, hold part of the fund assets in cash.

Supplementary to any active currency policy in

the investment institutions in which the

Investment Institution invests, an active

currency policy is also applied by the

Investment Institution, using the euro as the

base currency. The Investment Institution may

use forward exchange transactions to adjust

the currency weights. The management of

currency risk is part of the Investment

Institution’s total risk management. The

currency policy pursued will be accounted for in

the financial statements of the Investment

Institution.

Currency Policy

The Fund aims to obtain an optimal investment result

in the currency in which it is denominated. Efficient

portfolio management may include currency hedges.

The investments of the Sub-fund will be hedged

towards their currency of denomination where

appropriate. If liquid instruments to hedge the

currencies are not available, the relevant Sub-fund

may, for purposes of efficient portfolio management,

hedge other currencies as detailed in Appendix IV

"Financial Derivative Instruments and Techniques and

Instruments". The Investment Advisor is allowed to

take active currency positions resulting in positive or

negative currency exposures.

Derivatives Policy

With due observance of the aforementioned

investment restrictions, the Investment

Institution may use derivative investment

instruments, techniques or structures such as

options, repos, futures and swaps. Should

other instruments, techniques or structures

become available in the financial markets in

the future, which are deemed suitable for the

Investment Institution to achieve (1) its

objective or investment policy or (2) efficient

portfolio management, the Investment

Institution may also make use of such

techniques, instruments and/or structures.

Derivatives Policy

Both exchange traded and over-the-counter derivatives

are permitted, including but not limited to futures,

swaps, options, contracts for differences and currency

forwards.

Cash Policy

The Investment Institution may hold a limited

position in cash, for example, to provide for

inflow and outflow of capital. As a debtor, the

Investment Institution may enter into

temporary loans to a maximum of 10% of the

Fund Assets. The Investment Institution may

use these loans, among other things, to make

Cash Policy

The Company may not borrow for the account of any

Sub-fund amounts in excess of 10% of the net assets of

that Sub-fund, any such borrowings to be from banks

and to be effected only on a temporary basis, provided

that the Company may acquire foreign currencies by

means of back to back loans.

Page 11: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Notice to the shareholders of the UCITS | Robeco 10

10 |

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

additional investments.

Investor Profile This Sub-fund is suitable for Investors who can

afford to set aside the capital for at least 2 years.

This Sub-fund is suitable for Investors who can afford to

set aside the capital for at least 5 years.

Synthetic Risk

Reward Indicator

3 4

II. SHARE CLASSES

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

Share Classes

Safe Mix Robeco Multi Asset Income E EUR

Safe Mix –EUR G Robeco Multi Asset Income G EUR

Dividend Distribution Safe Mix : Yes Robeco Multi Asset Income E EUR : Yes

Safe Mix –EUR G : Yes Robeco Multi Asset Income G EUR : Yes

III. FEES PAID OUT OF THE FUND ASSETS

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

Management Fee Regular Shares Class: 0.70 % per annum Regular Shares Class: 0.85%

Privileged Share Class: 0.35% per annum Privileged Share Classes:

0.40% per annum

Service Agents’ Fee

(including inter alia

Transfer Agency Fee

and Administrator

Charges)

Regular Shares Class and Privileged Share

Class: 0.10%

Regular Shares Classes and Privileged Share Classes:

0.10%

Taxe d’abonnement Not applicable Regular Shares Classes and Privileged Share Classes:

0.05%

Institutional Share Classes : 0.01%

IV. TAX TREATMENT

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

Corporate income

tax treatment

The fund is subject to Dutch corporate income

tax and can apply the special tax rate of 0% on

The fund is exempt from Luxembourg corporate income

tax.

Page 12: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Robeco | Notice to the shareholders of the UCITS 11

PRODUCT-

FEATURES

THE DISAPPEARING UCITS THE RECEIVING SUB-FUND

its taxable profits.

Withholding tax on

dividend distributions

In order to benefit from the special tax rate of

0% the fund is obligated to distribute its taxable

profits annually as dividend. These dividend

distributions are subject to 15% Dutch

withholding tax.

The fund has no obligation to distribute dividends. In case

of a dividend distribution, the dividend distribution is

exempt from Luxembourg withholding tax.

Withholding taxes on

portfolio income

The fund will in general meet the requirements

to benefit from the Dutch double income tax

treaties. In general the lower tax treaty rates for

foreign withholding taxes on dividend income

are applicable. In addition to that the fund will

in general get a tax credit for the remaining

foreign withholding taxes and for the Dutch

withholding tax on dividends received. Thus the

impact of foreign and Dutch withholding tax on

the performance at fund level tends to be

almost zero.

The fund will have limited access to the various

Luxembourg double income tax treaties. Therefore the

fund will be liable to withholding taxes on dividends

received. The fund will not be entitled to a tax credit for the

remaining withholding taxes.

Capital gains tax There is no Dutch capital gains tax applicable at

fund level. The fund is also not subject to foreign

capital gains tax on the securities due to local

exemptions. If foreign capital gains tax would

apply the fund will in general meet the

requirements to benefit from Dutch double

income tax treaties and would in general be

protected from foreign capital gains tax.

The fund is exempt from Luxembourg capital gains tax. The

fund is also not subject to foreign capital gains tax on the

securities due to local exemptions. If foreign capital gains

tax would apply the fund will have limited access to the

various Luxembourg double income tax treaties and could

be subject to capital gains tax.

Taxe d’abonnement The fund is not liable to an annual duty of its net

assets.

The fund is liable to an annual duty (taxe d’abonnement)

at a rate of 0, 05% or 0, 01% in the case of institutional

shares classes of its net assets calculated and payable at

the end of each quarter.

Page 13: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Notice to the shareholders of the UCITS | Robeco 12

12 |

APPENDIX II

Page 14: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Key Investor Information This document provides you with key investor information about this fund. It is not marketing material. The information is required by law to help you understand the nature and the risks of investing in this fund. You are advised to read it so you can make an informed decision about whether to invest.

Objectives and investment policy Robeco Multi Asset Income is an actively managed fund that invests in a worldwide mix of asset categories. It has a relatively low risk. The fund invests via other (UCI/UCITS) funds or directly in equities, bonds, cash and alternative investments. The relationship between these categories is defined by the (relatively low) risk profile.

The fund pursues an active currency policy. By means of forward exchange contracts the fund's currency allocation may differ from that of the reference index.

The fund is not constrained by a benchmark.

This share class of the fund will distribute dividend.

Risk and reward profile

Lower risk - Typically lower rewards Higher risk - Typically Higher rewards

Historical data, such as is used in calculating the synthetic indicator, is not a reliable indication of the future risk profile. The risk and reward category shown is not guaranteed to remain unchanged, the categorization may shift over time. The lowest category does not mean a risk-free investment.

Balanced funds combine different asset classes resulting in lower volatility than pure equity products but higher than pure bond products.

You can purchase or sell units in the fund on any valuation day. This fund may not be appropriate for investors who plan to withdraw their money within 5 years.

The following data are deemed material for this fund, and are not (adequately) reflected by the indicator:

1. The product invests in debt securities. Issuers of debt securities may default on their obligations.

For a complete overview of all risks attached to this fund we refer to section Risk considerations within the prospectus.

Robeco Multi Asset Income E EUR (LU1387747915)

A subfund of Robeco All Strategies Funds, SICAV Management Company: Robeco Luxembourg S.A.

Page 15: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

This Key Investor Information is accurate as of September 9, 2016

Charges The charges are used to pay the costs of running the fund, including the costs of marketing and distributing. The charges reduce the potential growth of the investment. One-off charges taken before or after you invest Entry charge 4.00% Subscription charge None Switch charge 1.00% Exit charge None This is the maximum that might be taken out of your money before it is invested. Charges taken from the fund over a year Ongoing charges 1.09% Charges taken from the fund under certain specific conditions Performance fee None

The entry and exit charges shown are the maximum figures. Contact your financial advisor or distributor to find out the actual entry or exit charge. Ongoing charges are based on the expenses for the last calendar year ended 31-12-2015. This figure may vary from year to year and does not include performance fees or transaction costs, except in the case of exit/entry charges paid by the UCITS when buying or selling units in another collective investment undertaking. For funds launched during the current calendar year, the ongoing charge is estimated. For more information on fees, charges and performance fee calculation methods we refer to section Fees and Expenses within the prospectus, available on the website: www.robeco.com

Changes As of 9 September 2016 the assets of Robeco Solid Mix N.V. were transferred to Robeco Multi Asset Income E EUR. Robeco Multi Asset Income E EUR is the successor of the equivalent liquidated Robeco Solid Mix N.V. and maintains a comparable investment policy. Performance prior to 9 September 2016 is based on the performance of Robeco Solid Mix N.V. qualifying as a Dutch UCITS.

Currency: EUR 1st quotation date: 09-09-2016 Past performance is of limited value as a guide to future performance. The ongoing charges are included in the calculation of past performance; excluded are the entry and exit charge.

Practical information • The depositary of Robeco All Strategies Funds, Sicav is RBC Investor Services Bank S.A.

• This key investor information document describes a subfund of the Sicav, the prospectus and periodic reports are prepared for the entire Sicav.

• The English prospectus, key investor information and the (semi) annual reports for both master and feeder subfund can be obtained free of charge on www.robeco.com/luxembourg. The website also publishes the latest prices and other information.

• The assets and liabilities of each subfund are segregated by law. The Sicav may offer other share classes. Information on these share classes is available in the prospectus under Appendix I.

• The tax legislation of the Sicav's home Member State may have an impact on the personal tax position of the investor.

• Robeco Luxembourg S.A., may be held liable solely on the basis of any statement contained in this document that is misleading, inaccurate or inconsistent with the relevant parts of the prospectus of the Sicav.

Robeco All Strategies Funds, Sicav is authorised in Luxembourg and regulated by the CSSF (Commission de Surveillance du Secteur Financier). Robeco Luxembourg S.A. is authorised in Luxembourg and regulated by the CSSF.

Page 16: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

Key Investor Information

This document provides you with key investor information about this fund. It is not marketing material. The information is required by law to help you understand the nature and the risks of investing in this fund. You are advised to read it so you can make an informed decision about whether to invest.

Objectives and investment policy

Robeco Multi Asset Income is an actively managed fund that invests in a worldwide mix of asset categories. It has a relatively low risk. The fund invests via other (UCI/UCITS) funds or directly in equities, bonds, cash and alternative investments. The relationship between these categories is defined by the (relatively low) risk profile.

The fund pursues an active currency policy. By means of forward exchange contracts the fund's currency allocation may differ from that of the reference index.

The fund is not constrained by a benchmark.

This share class of the fund will distribute dividend.

Risk and reward profile

Lower risk - Typically lower rewards Higher risk - Typically higher rewards

Historical data, such as is used in calculating the synthetic indicator, is not a reliable indication of the future risk profile. The risk and reward category shown is not guaranteed to remain unchanged, the categorization may shift over time. The lowest category does not mean a risk-free investment.

Balanced funds combine different asset classes resulting in lower volatility than pure equity products but higher than pure bond products.

You can purchase or sell units in the fund on any valuation day. This fund may not be appropriate for investors who plan to withdraw their money within 5 years.

The following data are deemed material for this fund, and are not (adequately) reflected by the indicator:

1. The product invests in debt securities. Issuers of debt securities may default on their obligations.

For a complete overview of all risks attached to this fund we refer to section Risk considerations within the prospectus.

Robeco Multi Asset Income G EUR (LU1387748301)

A subfund of Robeco All Strategies Funds, SICAV

Management Company: Robeco Luxembourg S.A.

Page 17: Cover letter to the shareholders of the UCITS …...Cover letter to the shareholders of the UCITS Robeco All Strategies Funds Robeco Multi Asset Income Dear Shareholders, With this

This Key Investor Information is accurate as of September 9, 2016

Charges The charges are used to pay the costs of running the fund, including the costs of marketing and distributing. The charges reduce the potential growth of the investment.

One-off charges taken before or after you invest

Entry charge 4.00% Subscription charge None Switch charge 1.00% Exit charge None This is the maximum that might be taken out of your money before it is invested. Charges taken from the fund over a year

Ongoing charges 0.65% Charges taken from the fund under certain specific conditions

Performance fee None

The entry and exit charges shown are the maximum figures. Contact your financial advisor or distributor to find out the actual entry or exit charge. Ongoing charges are based on the expenses for the last calendar year ended 31-12-2015. This figure may vary from year to year and does not include performance fees or transaction costs, except in the case of exit/entry charges paid by the UCITS when buying or selling units in another collective investment undertaking. For funds launched during the current calendar year, the ongoing charge is estimated. For more information on fees, charges and performance fee calculation methods we refer to section Fees and Expenses within the prospectus, available on the website: www.robeco.com

Changes As of 9 September 2016 the assets of Robeco Solid Mix N.V. were transferred to Robeco Multi Asset Income G EUR. Robeco Multi Asset Income G EUR is the successor of the equivalent liquidated Robeco Solid Mix N.V. and maintains a comparable investment policy. Performance prior to 9 September 2016 is based on the performance of Robeco Solid Mix N.V. qualifying as a Dutch UCITS.

Currency: EUR 1st quotation date: 09-09-2016 Past performance is of limited value as a guide to future performance. The ongoing charges are included in the calculation of past performance; excluded are the entry and exit charge.

Practical information The depositary of Robeco Capital Growth Funds,Sicav is RBC Investor Services Bank S.A.

This key investor information document describes a subfund of the Sicav,the prospectus and periodic reports are prepared for the entire Sicav.

The English prospectus, and the (semi) annual report and the details of the remuneration policy of the management company can be obtained free of charge on www.robeco.com/luxembourg. The website also publishes the latest prices and other information.

The assets and liabilities of each subfund are segregated by law. The Sicav may offer other share classes. Information on these share classes is available in the prospectus under Appendix I.

The tax legislation of the Sicav's home Member State may have an impact on the personal tax position of the investor.

Robeco Luxembourg S.A.,may be held liable solely on the basis of any statement contained in this document that is misleading,inaccurate or inconsistent with the relevant parts of the prospectus of the Sicav.

Robeco All Strategies Funds, Sicav is authorised in Luxembourg and regulated by the CSSF (Commission de Surveillance du Secteur Financier). Robeco Luxembourg S.A. is authorised in Luxembourg and regulated by the CSSF.