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Filed by Laudus Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: UBS U.S. Large Cap Growth Fund, a series of The UBS Funds |
| The Board of Trustees (the Trustees) of the UBS U.S. Large Cap Growth Fund (the UBS Fund), which had approximately $85 million in assets under management as of January 31, 2009, has approved the proposed merger of the UBS Fund into the Laudus Growth Investors U.S. Large Cap Growth Fund, (the Laudus Fund), a newly organized series of the Laudus Trust. | |
| The Laudus Fund is expected to pursue an investment objective that is identical to that of the UBS Fund and is expected to be subadvised by the same team that currently manages the UBS Fund. | |
| The investment advisor of the Laudus Fund is expected to be Charles Schwab Investment Management, Inc. (CSIM). |
Q. | Why was the proposal made to merge the UBS Fund into the Laudus Fund? | |
A. | The decision was made in what we believe to be our shareholders best interests. The Laudus Fund will automatically have access to the broader distribution channels available through Schwab. This, in turn, we believe, will provide the potential for the Laudus Funds asset base to grow substantially, which could provide economies of scale benefiting shareholders. As some of the Laudus Funds fees are fixed, asset growth will have the effect of lowering total expenses for shareholders. | |
Additionally, the net operating expense ratio is projected to be lower for the Laudus Fund than the UBS Fund, providing shareholders with direct and immediate benefits. | ||
Q. | When will shareholders learn of the proposed merger? | |
A. | Shareholders will begin receiving a sticker notifying them of the Boards approval to merge the UBS Fund into the Laudus Fund the week of March 2, 2009. | |
Q. | Will shareholders need to approve the merger? | |
A. | Yes. Subsequent to the sticker mailing, shareholders of the UBS Fund will receive a prospectus /proxy statement, expected to be mailed in April 2009, asking them to vote on the merger of the UBS Fund into the Laudus Fund. More details on the proxy and the timing of the merger will be forthcoming. |
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Q. | What will the merger entail? | |
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| Effective as of the close of business on March 2, 2009, each share class of the UBS Fund will close to new investments, including new investors, additional purchases from existing investors and purchases for exchange from other funds. Therefore, the UBS Fund will no longer offer shares for purchase after March 2, 2009, except for Class A and Class Y shares that are purchased by existing investors through systematic purchase plans, various wrap programs and 401(k)/ retirement plans, each of which may continue to purchase shares until it is practicable for such contributions to be terminated. Of course, shareholders will continue to be able to redeem their shares. | ||
| As noted previously, the prospectus/proxy statement is expected to be mailed out in April 2009. | ||
| If the proxy proposal to merge the UBS Fund into the Laudus Fund is approved by shareholders of the UBS Fund, it is expected that assets would transfer from the UBS Fund to the Laudus Fund in July 2009. |
Q. | Will my clients be able to exchange out of the UBS Fund and into another fund in the UBS Funds family, in the event they do not wish to move their assets to the Laudus Fund? | |
A. | Yes. Shareholders will be able to exchange out of the UBS Fund and into any of the available UBS or PACE Select Funds until the UBS Fund transfer of assets occurs, in accordance with the exchange privileges described in the prospectus. | |
Q. | Will the investment objectives and policies of the Laudus Fund be similar to those of the UBS Fund? | |
A. | The Board of Trustees approved the proposal to merge the UBS Fund into the Laudus Fund based on, among other factors, its evaluation of the compatibility of the UBS Funds investment objectives and policies with those of the Laudus Fund. | |
There are expected to be no material differences in the investment objectives or principal investment policies of the UBS Fund and the Laudus Fund. | ||
Q. | If the merger is approved by shareholders, who will manage the Laudus Fund? | |
A. | UBS Global Asset Managements Large Cap Growth Equity management team would remain as the subadvisor of the Laudus Fund if the merger is approved by shareholders of the UBS Fund. In this capacity, the team will have day-to-day management responsibility for the Laudus Fund and will manage the Laudus Fund using substantially the same securities selection process. | |
Q. | What will happen to other portfolios managed by the UBS Large Cap Growth team? | |
A. | The merger will impact the 40 Act mutual fund onlyno other accounts or portfolios managed by the Large Cap Growth team will be affected by the merger. |
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Q. | What can you tell me about Schwab/Laudus? | |
A. | Laudus is dedicated to giving investors direct access to a suite of high-quality subadvised funds, actively managed by distinguished investment managers. |
| The Laudus management team employs a rigorous research process to identify investment managers that it believes are among the industrys most experienced managers, with proven track records and outstanding industry leadership. | ||
| The Laudus management team continually monitors the investment management process for each fund, for disciplined research, investment selection and style consistency, to ensure that a fund does not stray from its objective. | ||
| The Laudus management team and its subadvisors adhere to a highly disciplined management approach to ensure that the funds are managed to optimize performance in diverse market conditions. |
Q. | How will the merger affect shareholders? | |
A. | If the merger is approved by shareholders of the UBS Fund, their UBS Fund shares will be exchanged for an equivalent dollar amount of Laudus Fund shares. Their account registration and account options will remain the same unless they are changed by the shareholder. In addition, their aggregate tax basis in the account will remain the same. | |
Q. | How will the merger, if approved, affect Fund fees and expenses? | |
A. | Shareholders of Class A, B, C and Class Y shares of the UBS Fund will receive shares of the sole class of the newly organized Laudus Fund. The total operating expenses of the Laudus Funds sole class are expected to be lower than the UBS Funds current total operating expenses for Class A, B, C and Y shares. The Laudus Fund shares are expected to be sold after the merger without imposition of a front-end or contingent deferred sales charge. | |
Q. | Will there by any federal income tax consequences as a result of the merger? | |
A. | The merger is intended to qualify as a tax-free reorganization for federal income tax purposes. Assuming the reorganization qualifies for such treatment, your clients will not recognize a taxable gain or loss as a result of the merger. | |
Q. | Will my clients have to pay any transactional fee (for example, a sales load or charge) in connection with the merger? | |
A. | No, clients will not have to pay any transactional fee in connection with the merger. | |
Q. | What happens if the merger is not approved by shareholders? | |
A. | If the merger is not approved by shareholders of the UBS Fund, then the UBS Fund will remain in existence, and the Trustees will consider what, if any, additional steps to take. |
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