Guggenheim Funds Trust DEFA14A, filed Sep 12, 2024
Guggenheim Funds Trust (GCSH)
FAQs
Reorganization of Guggenheim Investments’ Actively Managed Equity Funds
On June 5, 2024, Guggenheim Investments and New Age Alpha announced a definitive agreement under which New Age Alpha will acquire Guggenheim Investments’ actively managed equity funds business. The transaction affects 21 mutual funds, including variable insurance funds (each a “fund” or the “funds”), with aggregate total assets under management of approximately $2.6 billion out of Guggenheim Investments’ more than $235 billion in total assets managed. The transaction is expected to close in the fourth quarter of 2024, subject to shareholder and third-party approvals, and regulatory filings.
Guggenheim Investments is the asset management and investment advisory division of Guggenheim Partners, a global investment and advisory firm with approximately $320 billion2 in assets under supervision. New Age Alpha is an investment management firm offering strategies incorporating a proprietary methodology based on actuarial science, data analytics, and technology.
Shareholders of the funds are being asked to consider and approve an Agreement and Plan of Reorganization for the funds (each, a “Reorganization Agreement”) providing for the transfer of the assets of each such fund to its corresponding fund managed by New Age Alpha Advisors, LLC (“New Age Alpha fund”) in exchange for the assumption by the New Age Alpha fund of all liabilities of the fund and the distribution to the shareholders of the fund of shares of the New Age Alpha fund having an aggregate net asset value equal to those of the fund upon the closing date of the Reorganization in complete liquidation of the fund. Accordingly, at the special meeting of fund shareholders scheduled for October 24, 2024, shareholders of each fund separately will be asked to consider and approve a Reorganization Agreement providing for the reorganization of such fund into its corresponding New Age Alpha Fund. Please see Table A on page 3 for a list of the affected Funds and the corresponding New Age Alpha Funds.
As described more fully in the Proxy Statement/Prospectus, each New Age Alpha Fund will commence investment operations upon the completion of the Reorganization described above and will be managed by New Age Alpha Advisors, LLC.
Important Dates
8.19.2024 |
Record Date |
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September 2024 |
Anticipated |
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Mailing of proxy |
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materials to |
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shareholders |
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10.24.2024 |
Anticipated |
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Shareholders |
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Meeting |
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10.25.2024 |
Estimated |
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closing date of |
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reorganizations |
Guggenheim Investments |
1 |
How do I know if my fund will be affected by the transaction?
A list of affected funds appears in Table A on page 3, which includes fund symbols and CUSIPs.
Do I need to do something?
As a shareholder of fund as of the close of business on August 19, 2024 (the “Record Date”), you are entitled to notice of, and to vote at, the Special Meeting. As such, you will receive a Proxy Statement/Prospectus as well as a voting instruction card or proxy card. We request that you complete, date, and sign the enclosed voting instruction card or proxy card, and that completed voting instruction cards and proxy cards be returned promptly in the envelope provided for that purpose. The voting instruction card or proxy card also provides instructions for voting via telephone or the Internet if you wish to take advantage of these voting options. Shareholders may also vote by attending the Special Meeting. You may receive separate voting instruction cards or proxy cards if you own shares of a fund through or in more than one account. You should vote each card received. Shareholders may revoke voting instructions prior to the Special Meeting by timely executing and submitting a revised voting instruction card or proxy card (following the methods noted above), respectively, by giving written notice of revocation to the Secretary of fund (for direct owners of a fund) or to the applicable Participating Insurance Company (for Policy Owners) prior to the Special Meeting (or earlier deadline established by the Participating Insurance Company), or by voting in person at the Special Meeting. However, attendance in-person at the Special Meeting, by itself, will not revoke previously-tendered voting instructions or proxies. We encourage you to carefully review the Proxy Statement/
Prospectus which includes more information about the proposed reorganization, including potential tax consequences.
Shareholders may cast their vote in one of three ways: 1) Mail, 2) Online, or 3) Phone.
MAIL your signed and voted Proxy back in the postage paid envelope provided.
ONLINE please refer to your proxy voting form for the website and enter the Proxy control number. (Registered and beneficial owners vote on different sites)
TOUCHTONE when you dial toll-free (888) 227-9349 to reach an automated touchtone voting line.
Retail Funds: By phone with a live operator when you call toll-free (866) 864-7964 Monday through Friday 9 a.m. to 10 p.m. Eastern time.
VA Funds: By phone with a live operator when you call toll-free (800) 290-6433 Monday through Friday 9 a.m. to 10 p.m. Eastern time.
Will CUSIPS, fund symbols and fund IDs change for the funds being reorganized?
Prior to the closing of the fund reorganizations, fund names, symbols, and CUSIPs will not change. After the closing of the reorganizations, you will receive shares of your fund’s corresponding New Age Alpha fund. Each New Age Alpha fund will have a different name and CUSIP. (Please refer to the table at the end of this document for details.) Omnibus account numbers will be addressed in Q3 by New Age Alpha Advisors. The fund symbols and tax ID numbers for each fund will remain unchanged after the reorganization, with the exception of the four funds that are merging into the New Age Alpha Large Cap Value Fund.
Will the variable insurance funds (“VITs”) continue to be offered through Security Benefit Life and Nationwide after the reorganizations?
New Age Alpha intends to establish participation agreements with Security Benefit Life, Nationwide, and other participating insurance companies to provide for a smooth transition for these firms and their clients, including by providing for the continued availability of the VITs.
Will Series E (Total Return Bond Series), F (Floating Rate Strategies Series) and P (High Yield Series) remain in place?
Yes. Those funds are not affected by the sale of Guggenheim Investments’ actively managed equity funds business.
Guggenheim Investments |
FAQs: Reorganization of Guggenheim Investments’ Actively Managed Funds |
2 |
How will the reorganizations affect me?
If shareholders of your fund approve the applicable Reorganization and all conditions necessary to the Reorganization are met, you, as a shareholder of that fund, will become a shareholder of the corresponding New Age Alpha fund. Each Reorganization will take place on or about October 25, 2024 (“Closing Date”). You will receive shares of the corresponding New Age Alpha fund equal in value to the shares that you hold of your fund as of the close of business of the New York Stock Exchange, usually 4:00 pm Eastern time, on the Closing Date.
Does the reorganization of the funds into corresponding New Age Alpha funds constitute a taxable event?
It is anticipated that each reorganization will qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the funds, the New Age Alpha funds and their respective shareholders are not expected to recognize any gain or loss for U.S. federal income tax purposes from the transactions contemplated by each Reorganization Agreement. Specifically, it is expected that the funds will recognize no gain or loss upon the acquisition by the New Age Alpha funds of the assets and the assumption of the liabilities, if any, of the funds. In addition, when shares held by shareholders of the funds are exchanged for New Age Alpha fund shares pursuant to the reorganizations, it is expected that the shareholders of the funds will recognize no gain or loss on the exchange, and that each shareholder of the funds will have the same aggregate tax basis and holding period with respect to the fund shares received as the shareholder’s tax basis and holding period in their fund shares immediately before the exchange.
See “Information About the Reorganizations – U.S. Federal Income Tax Consequences” in the Proxy Statement/Prospectus for more information.
Shareholders should consult their tax advisers about possible state and local tax consequences of the reorganizations, if any, because the information about tax consequences in the Proxy Statement / Prospectus” relates to the U.S. federal income tax consequences of the Reorganizations only.
What communication will shareholders receive regarding the transaction?
Shareholders of a fund that is subject to the transaction as of August 19, 2024 (the “Record Date”) will receive a Proxy Statement/ Prospectus seeking their approval of the Reorganization Agreement that sets forth the terms of the reorganization of the fund’s assets into its corresponding New Age Alpha fund. The Proxy Statement/Prospectus will provide more information about the proposed reorganization and how shareholders can vote their fund shares. The Proxy Statement/Prospectuses are anticipated to be mailed to shareholders of record in September 2024 and will also be available on the Securities and Exchange Commission’s website at www.sec.gov. A special meeting of shareholders will be held on or about October 24, 2024.
Funds Affected by the Proposed Reorganizations
Proposed Reorganizations expected to occur on or about October 25, 2024, subject to shareholder approval.
Table A
Guggenheim Fund |
Share |
Symbol |
Cusip |
New Age Alpha Fund |
Acquiring |
Acquiring |
|
Class |
Fund Symbol Fund Cusip |
||||||
|
|
|
|
||||
Guggenheim Directional Allocation Fund |
A |
TVRAX |
89386C662 |
New Age Alpha Allocation Fund |
TVRAX |
64157H109 |
|
Guggenheim Directional Allocation Fund |
C |
TVRCX |
89386C654 |
New Age Alpha Allocation Fund |
TVRCX |
64157H208 |
|
Guggenheim Directional Allocation Fund |
I |
TVRIX |
89386C639 |
New Age Alpha Allocation Fund |
TVRIX |
64157H307 |
|
Guggenheim Directional Allocation Fund |
P |
TVFRX |
89386C647 |
New Age Alpha Allocation Fund |
TVFRX |
64157H406 |
|
Guggenheim Large Cap Value Fund |
A |
SECIX |
40168W475 |
New Age Alpha Large Cap Value Fund |
SECIX |
64157H505 |
|
Guggenheim Large Cap Value Fund |
C |
SEGIX |
40168W459 |
New Age Alpha Large Cap Value Fund |
SEGIX |
64157H604 |
|
Guggenheim Large Cap Value Fund |
I |
GILCX |
40168W442 |
New Age Alpha Large Cap Value Fund |
GILCX |
64157H703 |
|
Guggenheim Large Cap Value Fund |
P |
SEGPX |
40169J853 |
New Age Alpha Large Cap Value Fund |
SEGPX |
64157H802 |
|
Guggenheim RBP Dividend Fund |
A |
TVEAX |
89386C696 |
New Age Alpha Large Cap Value Fund |
SECIX |
64157H505 |
|
Guggenheim RBP Dividend Fund |
C |
TVECX |
89386C688 |
New Age Alpha Large Cap Value Fund |
SEGIX |
64157H604 |
|
Guggenheim Investments |
FAQs: Reorganization of Guggenheim Investments’ Actively Managed Funds |
3 |
Guggenheim Fund |
Share |
|
Class |
||
|
Symbol Cusip |
New Age Alpha Fund |
Acquiring |
Acquiring |
|
Fund Symbol |
Fund Cusip |
|||
|
|
Guggenheim RBP Dividend Fund |
I |
Guggenheim RBP Dividend Fund |
P |
Guggenheim RBP Large-Cap Value Class Fund |
A |
Guggenheim RBP Large-Cap Value Class Fund |
C |
Guggenheim RBP Large-Cap Value Class Fund |
I |
Guggenheim RBP Large-Cap Value Class Fund |
P |
Guggenheim RBP Large-Cap Defensive Fund |
A |
Guggenheim RBP Large-Cap Defensive Fund |
C |
Guggenheim RBP Large-Cap Defensive Fund |
I |
Guggenheim RBP Large-Cap Defensive Fund |
P |
Guggenheim StylePlus-Large Core Fund |
A |
Guggenheim StylePlus-Large Core Fund |
C |
Guggenheim StylePlus-Large Core Fund |
I |
Guggenheim StylePlus-Large Core Fund |
P |
Guggenheim Market Neutral Real Estate Fund |
A |
Guggenheim Market Neutral Real Estate Fund |
C |
Guggenheim Market Neutral Real Estate Fund |
I |
Guggenheim Market Neutral Real Estate Fund |
P |
Guggenheim StylePlus-Mid Growth Fund |
A |
Guggenheim StylePlus-Mid Growth Fund |
C |
Guggenheim StylePlus-Mid Growth Fund |
I |
Guggenheim StylePlus-Mid Growth Fund |
P |
Guggenheim Alpha Opportunity Fund |
A |
Guggenheim Alpha Opportunity Fund |
C |
Guggenheim Alpha Opportunity Fund |
I |
Guggenheim Alpha Opportunity Fund |
P |
Guggenheim Risk Managed Real Estate Fund |
A |
Guggenheim Risk Managed Real Estate Fund |
C |
Guggenheim Risk Managed Real Estate Fund |
I |
Guggenheim Risk Managed Real Estate Fund |
P |
Guggenheim SMid Cap Value Fund |
A |
Guggenheim SMid Cap Value Fund |
C |
Guggenheim SMid Cap Value Fund |
I |
Guggenheim SMid Cap Value Fund |
P |
Guggenheim World Equity Income Fund |
A |
Guggenheim World Equity Income Fund |
C |
Guggenheim World Equity Income Fund |
I |
Guggenheim World Equity Income Fund |
P |
TVEIX |
89386C712 New Age Alpha Large Cap Value Fund |
GILCX |
||
TVEFX |
89386C670 New Age Alpha Large Cap Value Fund |
SEGPX |
||
TVVAX |
89386C753 New Age Alpha Large Cap Value Fund |
SECIX |
||
TVVCX |
89386C746 New Age Alpha Large Cap Value Fund |
SEGIX |
||
TVVIX |
89386C720 New Age Alpha Large Cap Value Fund |
GILCX |
||
TVVFX |
89386C738 New Age Alpha Large Cap Value Fund |
SEGPX |
||
TVDAX |
89386C308 New Age Alpha Large Cap Value Fund |
SECIX |
||
TVDCX |
89386C878 New Age Alpha Large Cap Value Fund |
SEGIX |
||
TVIDX |
89386C886 New Age Alpha Large Cap Value Fund |
GILCX |
||
TVFDX |
89386C407 New Age Alpha Large Cap Value Fund |
SEGPX |
||
SECEX |
40168W103 New Age Alpha Large Core Fund |
SECEX |
||
SFECX |
40168W764 New Age Alpha Large Core Fund |
SFECX |
||
GILIX |
40168W608 New Age Alpha Large Core Fund |
GILIX |
||
SFEPX |
40169J812 New Age Alpha Large Core Fund |
SFEPX |
||
GUMAX |
40169J689 |
New Age Alpha Market Neutral Real |
GUMAX |
|
Estate Fund |
||||
|
|
|
||
GUMCX |
40169J721 |
New Age Alpha Market Neutral Real |
GUMCX |
|
Estate Fund |
||||
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|
|
||
GUMNX |
40169J713 |
New Age Alpha Market Neutral Real |
GUMNX |
|
Estate Fund |
||||
|
|
|
||
GUMPX |
40169J697 |
New Age Alpha Market Neutral Real |
GUMPX |
|
Estate Fund |
||||
|
|
|
||
SECUX |
40168W434 New Age Alpha Mid Growth Fund |
SECUX |
||
SUFCX |
40168W418 New Age Alpha Mid Growth Fund |
SUFCX |
||
GIUIX |
40168W392 New Age Alpha Mid Growth Fund |
GIUIX |
||
SEUPX |
40169J796 New Age Alpha Mid Growth Fund |
SEUPX |
||
SAOAX |
40168W285 New Age Alpha Opportunity Fund |
SAOAX |
||
SAOCX |
40168W277 New Age Alpha Opportunity Fund |
SAOCX |
||
SAOIX |
40168W269 New Age Alpha Opportunity Fund |
SAOIX |
||
SAOSX |
40169J309 New Age Alpha Opportunity Fund |
SAOSX |
||
GURAX |
40168W384 |
New Age Alpha Risk Managed Real |
GURAX |
|
Estate Fund |
||||
GURCX |
40168W376 |
New Age Alpha Risk Managed Real |
GURCX |
|
Estate Fund |
||||
|
|
|
||
GURIX |
40168W368 |
New Age Alpha Risk Managed Real |
GURIX |
|
Estate Fund |
||||
GURPX |
40169J838 |
New Age Alpha Risk Managed Real |
GURPX |
|
Estate Fund |
||||
|
|
|
||
SEVAX |
40168W749 |
New Age Alpha SMid Cap Value |
SEVAX |
|
Fund |
||||
|
|
|
||
SEVSX |
40168W780 |
New Age Alpha SMid Cap Value |
SEVSX |
|
Fund |
||||
SVUIX |
40169J499 |
New Age Alpha SMid Cap Value |
SVUIX |
|
Fund |
||||
|
|
|
||
SEVPX |
40169J846 |
New Age Alpha SMid Cap Value |
SEVPX |
|
Fund |
||||
|
|
|
||
SEQAX |
40168W707 |
New Age Alpha World Equity |
SEQAX |
|
Income Fund |
||||
|
|
|
||
SFGCX |
40168W772 |
New Age Alpha World Equity |
SFGCX |
|
Income Fund |
||||
|
|
|
||
SEWIX |
40168W806 |
New Age Alpha World Equity |
SEWIX |
|
Income Fund |
||||
SEQPX |
40169J788 |
New Age Alpha World Equity |
SEQPX |
|
Income Fund |
||||
|
|
|
||
64157H703
64157H802
64157H505
64157H604
64157H703
64157H802
64157H505
64157H604
64157H703
64157H802
64157H885
64157H877
64157H869
64157H851
64157H844
64157H836
64157H828
64157H810
64157H794
64157H786
64157H778
64157H760
64157H752
64157H745
64157H737
64157H729
64157H711
64157H695
64157H687
64157H679
64157H661
64157H653
64157H646
64157H638
64157H620
64157H612
64157H596
64157H588
Guggenheim Investments |
FAQs: Reorganization of Guggenheim Investments’ Actively Managed Funds |
4 |
Variable Investment Trusts
Guggenheim Fund |
Cusip |
New Age Alpha Fund |
Acquiring |
|
Fund Cusip |
||||
|
|
|
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All Cap Value Series (Series O) |
40168V824 |
New Age Alpha All Cap Value Series |
64158N105 |
|
Large Cap Value Series (Series B) |
40168V204 |
New Age Alpha Large Cap Value Series |
64158N204 |
|
StylePlus-Large Core Series (Series A) |
40168V105 |
New Age Alpha Large Core Series |
64158N303 |
|
StylePlus-Large Growth Series (Series Y) |
40168V865 |
New Age Alpha Large Growth Series |
64158N402 |
|
StylePlus-Mid Growth Series (Series J) |
40168V600 |
New Age Alpha Mid Cap Growth Series |
64158N501 |
|
Small Cap Value Series (Series Q) |
40168V873 |
New Age Alpha Small Cap Value Series |
64158N600 |
|
StylePlus-Small Growth Series (Series X) |
40168V857 |
New Age Alpha Small Growth Series |
64158N709 |
|
SMid Cap Value Series (Series V) |
40168V840 |
New Age Alpha SMid Cap Value Series |
64158N808 |
|
World Equity Income Series (Series D) |
40168V402 |
New Age Alpha World Equity Income Series |
64158N881 |
For more information, individual investors can contact 800.820.0888 and financial professionals can contact 800.345.7999.
1.Assets under management are as of 6.30.2024 and include leverage of $15.1 bn. Guggenheim Investments represents the following affiliated investment management businesses of Guggenheim Partners, LLC: Guggenheim Partners Investment Management, LLC, Security Investors, LLC, Guggenheim Funds Distributors, LLC, Guggenheim Funds Investment Advisors, LLC, Guggenheim Corporate Funding, LLC, Guggenheim Partners Europe Limited, Guggenheim Partners Japan Limited, and GS GAMMA Advisors, LLC.
2.Assets under management are as of 6.30.2024 and include consulting services for clients whose assets are valued at approximately $93bn.
Read a fund’s prospectus and summary prospectus (if available) carefully before investing. It contains the fund’s investment objectives, risks, charges, expenses and other information, which should be considered carefully before investing. Obtain a prospectus and summary prospectus (if available) at GuggenheimInvestments.com or call 800.820.0888.
Guggenheim Investments represents the investment management businesses of Guggenheim Partners, LLC (“Guggenheim”). Securities offered through Guggenheim Funds Distributors, LLC.
NOT FDIC INSURED NOT BANK GUARANTEED MAY LOSE VALUE
Member FINRA / SIPC
FAQ-MFVT-REORG-0624 x1024 #62464
Guggenheim Investments |
FAQs: Reorganization of Guggenheim Investments’ Actively Managed Funds |
5 |