Notice to Unitholders of MF Advance Emerging Europe Opportunities
Notice to Unitholders of MF Advance Emerging Europe Opportunities
Sofia, 18 November 2025
Dear Unitholder,
Notice is hereby given to you as a unitholder (“Unitholder”) of the mutual fund (MF) Advance Emerging Europe Opportunities, of the decision of the board of directors of its management company Karoll Capital Management EAD to merge MF Advance Emerging Europe Opportunities (the “Merging Fund”), into Class A (the “Receiving Class”) of Karoll - Advance Emerging Europe Opportunities (the “Receiving Sub-Fund”), a sub-fund of the Luxembourg UCITS, Karoll , in accordance with the provisions of chapter 14 of the Bulgarian LACISOUCI, Chapter 8 of the Luxembourg 2010 Law and the applicable local implementation laws in the Republic of Bulgaria and the Grand Duchy of Luxembourg, implementing Article 2(1)(p) and Articles 37–48 of Directive 2009/65/EC, merger under Article 142, paragraph 1 of LACISOUCI (the “Merger”) on the Effective Date (as defined in Appendix 1).
This letter provides you with the details of the proposed Merger transaction and the implications for you as Unitholder of the Merging Fund. In this document, unless the context requires otherwise, the terms shall have the meaning set out in the Glossary in Appendix 1. The timetable of key dates in the process to implement the Merger is set out in Appendix 3.
1. Rationale for the Merger
The decision to effect the Merger has been taken to benefit from Luxembourg’s fund structuring flexibility and investor protections, to enhance cross-border distribution capabilities, to create better conditions for and optimize operational efficiency, to provide investors with access to specific service providers, not available in the domicile of the Merging Fund such as fund administrators, transfer agents, distributors, placement agents, fund rating agencies, etc. Also, the Luxembourg domicile of the Receiving Sub-Fund allows to create new share classes with different conditions and fees for different types of investors.
The boards of directors of Karoll Capital Management EAD and Karoll are of the opinion that the decision to undertake the Merger is in the best interests of the Unitholders of the Merging Fund. The Receiving Sub-Fund will only be launched on the Effective Date.
2. Comparison of the Funds
As a result of the Merger, the Unitholders of the Merging Fund will become shareholders of a Luxembourg fund and therefore after the Merger their rights as shareholders will be governed by Luxembourg law.
The Receiving Sub-Fund has similar characteristics as the Merging Fund, except as otherwise provided hereunder.
The Merging Fund is a mutual fund issuing units and the Receiving Sub-Fund is a sub-fund of public limited liability company organized as an investment company with variable capital (SICAV). As a result of the Merger, the Unitholders will receive shares of the Receiving Class for their Units in the Merging Fund.
The reference currency of both the Merging Fund and the Receiving Class is the EUR.
The investment policies of the Merging Fund and the Receiving Sub-Fund are similar and disclosed in details for comparison in Appendix 2.
The investor profile, periodic reporting and the principles relating to subscriptions and redemptions of units of the Merging Fund and the Receiving Sub-Fund are similar.
Dealing day of the Merging Fund is any day that is a business day in Bulgaria and which is also a day where stock exchanges and/or regulated markets in countries where the fund is materially invested are open for normal trading. Dealing day of the Receiving Sub-Fund is any full day on which the banks are open for normal business banking in Luxembourg.
The Merging Fund does not offer conversions and the Receiving Sub-Fund provides the option for conversions between classes and sub-funds.
The Merging Fund is managed by Karoll Capital Management EAD. Karoll, compartment of which is the Receiving Sub-Fund, is managed by Waystone Management Company (Lux) S.A., but Karoll Capital Management EAD is acting as an investment manager of the Receiving Sub-Fund’s portfolio with the same portfolio management team.
The Summary Risk Indicator (SRI) of the Merging Fund and the Receiving Class is the same – 4. SRI demonstrates where an investment fund ranks in terms of its potential risk and reward. The higher the figure, the greater the potential reward, but also the greater the risk of losing money. The SRIs may change over time and they may not be a reliable indication of the future risk profile of an investment fund.
The maximum percentage of management fee of the Receiving Class will be the same as the management fee of the Merging Fund. The operating, administrative and servicing expenses of the Receiving Sub-Fund are expected to be higher than those of the Merging Fund. The subscription fees for the Receiving Class will also be higher than for the Merging Fund, it being noted that no subscription fee will apply in the context of the Merger. A comparison of the management fees, the operating, administrative and servicing expenses and the subscription fees of is provided in details in Appendix 2.
The costs, performance and risk calculations are included in the key information document of the Receiving Class.
It is not foreseen any change in the way in which all accrued income will be treated, as it will be reinvested in accordance with the investment policy of the Receiving Sub-Fund.
Unitholders of the Merging Fund have the right to obtain additional information and copies of documents relating to the Receiving Sub-Fund and the Merger as described under "Additional information" below.
A comparison of the principal features of the Merging Fund and the Receiving Sub-Fund is set out in Appendix 2.
The Unitholders of the Merging Fund should note that after the Merger it is possible that their tax treatment may change. Investors should note that the tax legislation that applies to the Receiving Sub-Fund may have an impact on the personal tax position of their investment in the Receiving Sub-Fund.
3. Merger procedure
Units in the Merging Fund will be issued with the applicable issue costs in accordance with the provisions of the prospectus of the Merging Fund and redeemed free of charge until 17:00 (EET) on 7 January 2026 (“Last Dealing Day”).
During this redemption period, Karoll Capital Management EAD will temporarily suspend the issuance and redemption of units in the Merging Fund for a period of 3 business days in order to implement the requirements of §4 of the Transitional and Final Provisions of the Act on the Introduction of the Euro in the Republic of Bulgaria.
Date of final cessation of the issuance and redemption of Units in the Merging Fund:
On 8 January 2026, which date is the first business day after the Last Dealing Day, Karoll Capital Management EAD will permanently cease the issuance and redemption of units in the Merging Fund in order to effectively carry out the transformation.
Current Unitholders who have not redeemed their Units in the Merging Fund before the Last Dealing Day will become Shareholders of the Receiving Class on the Effective Date, and will receive corresponding New Shares in the Receiving Class (as set out below) in exchange for the transfer of the transferred assets and liabilities of the Merging Fund to the Receiving Class. Units in the Merging Fund will be deemed to have been cancelled, will be deregistered and will cease to be of any value.
Karoll Capital Management EAD and Karoll SICAV believe that the Merger should not entail a dilution in performance when the Merging Fund will merge in the Receiving Sub-Fund.
The Receiving Sub-Fund will be launched on the Effective Date. The issuance and redemption of shares in the Receiving Sub-Fund will commence on 16 January 2026, which date is the first business day following the Effective Date.
The transferred investment portfolio of the Merging Fund will not need to be rebalanced before the Merger to align with the investment policy of the Receiving Sub-Fund.
The New Shares to be issued to Unitholders pursuant to the Merger are as follows:
Merging Fund Receiving Sub-Fund
Name ISIN code Name Share Class ISIN code
MF Advance Emerging Europe Opportunities BG9000023077 Advance Emerging Europe Opportunities,
a sub-fund of Karoll SICAV Class A LU3221847190
To each Unitholder invested in the Merging Fund will be issued the same number of New Shares in the Receiving Class, including fractions up to the fourth decimal places as they are kept in the Merging Fund. Therefore, the number of New Shares to be issued to each Unitholder will not be necessary to be rounded.
The total value and number of New Shares in the Receiving Class issued will correspond to the total value and number of the Units held in the Merging Fund.
New Shares in the Receiving Class to be allocated to Unitholders of the Merging Fund in exchange for their Units in the Merging Fund as part of the Merger will be free of any initial sales charge, redemption fee or switching commission.
The Merging Fund will cease to exist following the Merger according to LACISOUCI.
The Merging Fund will have sufficient provisions to cover known liabilities. Any proceeds receivable in respect of the shares of the Merging Fund at the time of the Merger will be included in the calculation of the final net asset value per share of the Merging Fund and will be accounted for after the Merger in the net asset value per share of the Receiving Class.
4. Costs
All costs of the Merger will be borne by Karoll Capital Management EAD including legal, accounting, custody and other administrative expenses.
5. Tax implications
Please be aware that the Merger may create a chargeable tax event in your country of tax residence. Your tax position may change as a result of the Merger under the tax laws in the country of your nationality, residence, domicile or incorporation and we strongly suggest seeking advice from your financial advisor to ensure that the Receiving Sub-Fund, of which you will become a Shareholder, is in line with your requirements and situation.
6. What to do next
Unless you choose to redeem your Units in the Merging Fund as described below before the Last Dealing Day, you will automatically become a Shareholder of the Receiving Sub-Fund on the Effective Date and will receive a confirmation shortly afterwards detailing your holding of New Shares. Dealing in New Shares will begin on 16 January 2026, being the first business day following the Effective Date.
You have the right to redeem your Units in the Merging Fund free of charge in accordance with the provisions of the prospectus of the Merging Fund until 17:00 (EET) on 7 January 2026. Thereafter, the subscriptions and redemptions of units in the Merging Fund will be suspended.
7. Additional Information
A copy of the KID of Class A of the Receiving Sub-Fund, which should be carefully read, is available here. You may also obtain copies of the prospectus and the instrument of incorporation of Karoll, a copy of the auditor’s report on the merger proposal, a copy of the merger proposal, and a copy of the respective confirmation statements made by the depositaries in respect of the Merger, in each case free of charge, upon written request to Karoll Capital Management.
If you have any questions or would like any further information, please contact us at our registered office.
Yours faithfully,
For and on behalf of the board of directors of
Karoll Capital Management
Appendix 1
Glossary
2010 Law the Luxembourg law of 17 December 2010 regarding undertakings for collective investment, as amended;
Directive 2009/65/EC
Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);
EET
Eastern European Time;
Effective Date
the effective date of Merger (expected to be 15 January 2026);
KID
a short document containing key information for investors, as defined according to the Commission Regulation (EU) No 1286/2014 of 26 November 2014 on key information documents for packaged retail and insurance-based investment products;
LACISOUCI
the Bulgarian Law on the activity of collective investment schemes and of other undertakings for collective investment;
Last Dealing Day
The last day on which Unitholders may request the redemption of their Units in the Merging Fund free of charge;
Merger
the merger of the units of the Merging Fund into the Receiving Class;
New Shares
shares of Class A in the Receiving Sub-Fund to be issued pursuant to the Merger;
Shareholders
each person entered as a shareholder of the Receiving Sub-Fund;
Units
units of the Merging Fund;
Unitholders
each person entered as a unitholder of the Merging Fund.
Appendix 2
Merger of MF Advance Emerging Europe Opportunities into Karoll - Advance Emerging Europe Opportunities
Comparison of the Principal Features
Feature The Merging Fund The Receiving Sub-Fund
Legal Entity Advance Emerging Europe Opportunities Karoll
Sub-Fund: Karoll - Advance Emerging Europe Opportunities
Legal Form Mutual fund Sub-fund of a public limited liability company organised as an investment company with variable capital
Jurisdiction Republic of Bulgaria Grand Duchy of Luxembourg
Type of Fund UCITS UCITS
Management Company Karoll Capital Management EAD, Republic of Bulgaria Waystone Management Company (Lux) S.A., Grand Duchy of Luxembourg
Portfolio Management Company Karoll Capital Management EAD Karoll Capital Management EAD
Investment Adviser(s) None None
Depositary UniCredit Bulbank AD, Bulgaria Quintet Private Bank (Europe) S.A., Grand Duchy of Luxembourg
Dealing Daily Daily
Dealing Days Any day that is a business day in Bulgaria and which is also a day where stock exchanges and/or regulated markets in countries where the fund is materially invested are open for normal trading.
Cut-off time for dealing: 5 p.m. (Bulgarian time) Any full day on which the banks are open for normal business banking in Luxembourg.
Cut-off time for dealing: 4 p.m. (Luxembourg time)
Deferred Redemption No deferred redemption. If redemption requests for more than 10% of the net asset value of the Sub- Fund or a class are received, then the board of directors shall have the right to defer redemptions so they do not exceed this threshold amount of 10% until sufficient liquidity is available.
Investment Objective and Policy The main objective of the fund is to increase the value of the investments of the fund's unitholders by realizing capital gains while taking on a high level of risk.
The aim of the fund is to ensure long-term growth of the investment value through capital gains with high risk. To achieve the main objectives of its investment activity, the fund pursues a policy of active investment in shares of companies from Central and Eastern Europe (CEE), primarily from Poland, the Czech Republic, Hungary, Austria (with exposure to CEE), Slovenia, Estonia, and Lithuania. The fund seeks to actively participate in IPO transactions. The fund's participation in IPO deals in different countries in the CEE region and beyond is at the discretion of the management company. In cases where IPO deals are in countries outside of the CEE, the aim is to tactically seize attractive short-term opportunities, and a shorter investment horizon is acceptable. Investments in shares of companies from Romania, Serbia, Croatia, Bulgaria, Turkey, Albania, Greece, Cyprus, Bosnia and Herzegovina, Slovakia, Kazakhstan, Montenegro, North Macedonia, Ukraine, and Latvia are also allowed. The fund may also invest in shares of companies generating revenue in the Central and Eastern Europe region, which are traded on foreign stock exchanges.
The fund strives to achieve an optimal balance between risk and return, and the portfolio structure will be adjusted depending on market conditions.
To ensure liquidity, the fund's portfolio may include cash.
The fund does not aim to achieve results tied to a specific market index.
There is no designated benchmark with which the fund is compared.
The fund is not focused on investments in a specific industrial or other market sector. The Sub-Fund's investment objective is to achieve long-term growth through capital appreciation, by investing mainly in an actively managed portfolio of listed equities and participating actively in initial public offers ("IPO") transactions in emerging market countries of Central and Eastern Europe.
The Sub-Fund will invest up to 100% of its net assets in shares of companies that are traded on the stock exchanges of the countries of Central and Eastern Europe (including, but not limited to, Poland, the Czech Republic, Hungary, Austria, Slovenia, Greece, Romania, Croatia, Estonia and Lithuania). The Sub-Fund may also invest in shares of companies generating revenues in the region of Central and Eastern Europe traded on stock exchanges in other EU countries or non-EU Member States.
The Sub-Fund also strives to participate actively, up to 10% of its net assets, in IPO transactions, mainly (but not limited to) in Central and Eastern Europe region. In cases where the transactions are in countries outside of Central and Eastern Europe region, but within the European Economic Area, the aim will be to take tactical advantage of attractive opportunities, with shorter than usual investment horizon.
The Sub-Fund may hold up to 20% of its net assets in ancillary liquid assets.
The Sub-Fund may also invest, for liquidity management purposes, in term deposits with credit institutions, payable on demand or which carry the right to be withdrawn at any time and with a maturity date not more than 12 months, Money Market Instruments, and money market funds.
Under exceptionally unfavorable market conditions and if justified in the interest of the investors, the Sub-Fund may be invested temporarily up to 100% of its net assets in ancillary liquid assets and other liquid instruments. Additionally, in such exceptional market conditions, the net Sub-fund assets may temporarily deviate from the specified investment focus or policy, provided that the overall investment strategy is maintained, including liquid asset holdings.
Investments in UCITS or other UCIs ("target funds") are allowed up to a maximum of 10% of the Sub-fund's assets, making the Sub-fund eligible as a target fund.
The Sub-Fund may also invest in preferred stocks that are listed or traded on a Regulated Market.
The Sub-Fund may invest up to 10% of its net assets in special purpose acquisition companies ("SPACs") that are listed and traded on a Regulated Market.
Base currency EUR EUR
Typical Investor Profile The investment policy of the fund presumes a focus predominantly on stocks of leading companies from the emerging markets in Central and Eastern Europe. This means that the Fund strives to achieve a higher return while assuming high risk. In addition, emerging markets are associated with relatively higher risk. Therefore, it is believed that the fund is suitable for investors that seek high income in the long term and who are ready to accept significant short-term fluctuations of the units’ price. With a view to decreasing the risk of short-term fluctuations of the price, it is recommended to investors in the Fund an investment horizon of 3 years or more. The Sub-Fund’s risk profile is such that you should have an investment horizon of at least three years.
The Sub-Fund may be appropriate for investors who seek capital appreciation over the long term, do not seek current income from their investment, are willing to take on the increased risk associated with the investment.
Derivatives The fund will not use financial derivative instruments and techniques and instruments relating to transferable securities for efficient portfolio management and hedging purposes. The Sub-Fund will not invest in financial derivative instruments for hedging purposes, investment purposes or efficient portfolio management purposes.
Risk Management Approach Commitment Approach Commitment Approach
Summary Risk Indicator (SRI) 4 4 (All Share Classes)
Management Fee 1.5% p.a. subject to redemption at the discretion of the management company Class A Shares: 1.5% p.a.
Class B Shares: 1.2% p.a.
Class C Shares: 1% p.a.
Class D Shares: 0.85% p.a.
Class I Shares: 0.85% p.a.
Performance Fee No Performance Fee is charged. No Performance Fee is charged.
Operating, Administrative and Servicing Expenses 0.4% p.a. On all Share Classes: 1.06% p.a.
Subscription Fee A subscription fee of up to 0.9% of the net assets value of the Units being subscribed may be charged for the benefit of the fund. No subscription fee is charged to institutional investors and investors investing over EUR 500 000. A subscription fee of up to 1.5% on the net assets value of the Class A Shares being subscribed may be charged for the benefit of the sub-fund, unless waived or reduced at the discretion of the board of directors or the global distributor of the fund. No subscription fee will be charged to the other Share Classes.
Redemption Fee No redemption charge will be charged. No redemption charge will be charged.
Conversion Fee Not applicable. No conversion charge will apply.
Initial Investment Minima in EUR Not applicable Class A Shares: N/A
Class B Shares: 1 000 000 EUR
Class C Shares: 1 000 000 EUR
Class D Shares: 10 000 000 EUR
Class I Shares: N/A
Accounting year dates 1 January until 31 December each year 1 January until 31 December each year
Appendix 3
Timetable of the Merger
ACTION DATE
Cut-off for receipt of deals in Merging Fund 7 January 2026
Suspension of dealing in Merging Fund 8 January 2026
Effective Date of the Merger 15 January 2026
Open for dealing in New Shares 16 January 2026