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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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Q: Will all the managers and analysts on the Artio bond teams be transitioning to Aberdeen? Have they signed or will they be expected to sign long-term contracts?
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A: It is expected that all managers and analysts will transition to Aberdeen. Both Don Quigley, Head of Total Return Bond Strategy (High Grade) and Greg Hopper, Head of High Yield Strategy, have agreed to remain with Aberdeen following the closing, with the details for other team members currently being finalized. The details and contingencies of all employment contracts prior to and post transaction remain confidential.
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2.
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Q: Is it anticipated that the Artio bond funds themselves will stay in their current form, or might they be merged into other funds or the strategies changed somewhat?
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A: After the transaction closes, it is expected that both Artio fixed income funds (Total Return Bond and Global High Income) will remain in their current forms. Aberdeen is looking to have both of Artio Global’s fixed income teams become a core part of their capabilities, enhancing its depth of resources. Aberdeen recognizes the success of both Artio strategies and does not currently expect any change to the philosophy and process of either after the closing.
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Q: Will Artio International Equity and International Equity II fund shareholders be voting on the fund-management changes at those funds? How about the bond funds, because the Advisor is technically changing even though the managers will stay in place?
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A: Existing investment advisory agreements between each Artio Global Fund and Artio will automatically terminate given the transfer of a controlling interest in the adviser. Shareholders in each Fund, including International Equity, International Equity II and the bond funds will be asked to approve the new advisory contract between their Fund and Aberdeen. The equity Fund shareholders will be voting on the new advisory contract but not on the portfolio management team.
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Q: If there are to be votes, what percentage is required for approval from the public fund shareholders?
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A: Shareholders of record at the close of business on the record date will be entitled to vote at the Special Meetings or any adjournment of the Special Meetings. The required vote for shareholder approval for each public fund will be set out in their publicly filed proxy materials. It is currently expected that, for each public fund (including for these purposes a separate series of a public fund), the presence, in person or by proxy, of more than one-half of the votes entitled to be cast at the Special Meeting in respect of such public fund will constitute a quorum. It is also currently expected that, for each public fund, the approval will require the vote, in person or by proxy, of the lesser of (i)
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5.
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Q: Has Aberdeen said which people will be managing the International funds, or have they just left it at the "global equity group?"
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A: The Artio International Equity, International Equity II and Select Opportunities funds will be managed by the Aberdeen Global Equity team, a stable, cohesive group of investment professionals who have worked together for 10 years. The team collaborates with and is supported by almost 90 Aberdeen equity investment professionals around the world. When issued, the funds’ proxy statement will identify the portfolio managers who are expected to be responsible for the day-to-day management of each Fund’s portfolio after the closing of the Transaction.
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Q: Do you know if Aberdeen has plans to merge the international funds into existing Aberdeen funds, or will keep them separate?
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A: Artio’s International Equity and Global Equity teams are expected to remain at Artio until the closing date, at which time Aberdeen will assume management responsibilities for International Equity and Global Equity, subject to client consent. These Artio mutual funds will not be merged into Aberdeen funds as part of this transaction or shareholder approval process; however they will follow Aberdeen’s investment philosophy and process.
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7.
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Q: What are the tax implications for fund shareholders? For example, the international funds have substantial capital-loss carry-forwards, it seems.
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A: The capital-loss carry-forwards are not affected by this transition, other than that they may be increased or decreased as portfolio positions are aligned to Aberdeen’s approach. It is not possible to determine the detailed impact as it will depend on valuations when the transition process takes place.
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Q: Will Tony Williams be going to Aberdeen in any capacity?
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A: At the close of the transaction, it is currently expected that none of Artio’s named executive officers, including Tony Williams, will transfer to Aberdeen.
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9.
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Q: Is there any more definitive word on whether Riad Younes and Richard Pell will be joining Aberdeen? If not, what are their plans?
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A: Richard and Riad are expected to leave the company after the transaction closes. They have indicated a desire to continue managing money with an entity other than Aberdeen and under the terms of their respective employment agreements they are allowed to do so with certain limitations.
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10.
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Q: How many analysts are currently on the international-equity team? We understand there were some analysts let go late last year, and perhaps others are leaving after the latest news?
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A: In addition to Richard Pell and Riad Younes, there are currently eight portfolio managers and analysts on Artio’s international equity team. There have so far been no departures resulting from this news.
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11.
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Q: What will happen regarding Richard Pell’s role as CIO and his involvement with the High Grade Strategy?
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A: With respect to his involvement in the Artio High Grade Strategy, Richard had two roles which are particularly relevant to the question here. Firstly, as CIO, he had oversight of all matters relating to investment and, secondly, he provided input on global macro themes.
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