INFORMATION FOR SHAREHOLDERS OF THE LYXOR FTSE USA MINIMUM VARIANCE fund. MULTI UNITS FRANCE Lyxor FTSE USA Minimum Variance
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1 Paris, 2 October 2017 INFORMATION FOR SHAREHOLDERS OF THE LYXOR FTSE USA MINIMUM VARIANCE fund MULTI UNITS FRANCE Lyxor FTSE USA Minimum Variance ISIN code C-USD FR After the merger, the shareholders of the Lyxor FTSE USA Minimum Variance sub-fund will become shareholders in a Luxembourg SICAV fund. Please note that upon completion of the merger you will deal directly with the Luxembourg SICAV fund and that all questions and disputes concerning the rights and obligations of shareholders in respect of their investment in the Luxembourg SICAV fund shall be subject to the sole jurisdiction of the courts of Luxembourg. Please note that regulatory requirements may vary considerably between countries. Dear shareholder, According to our records you hold shares in the Lyxor FTSE USA Minimum Variance sub-fund (hereinafter the Absorbed Sub-fund or the Absorbed Fund ): To reduce costs, improve efficiency and provide investors with an investment vehicle that is recognised internationally, it has been decided, at the request of Lyxor International Asset Management (LIAM), to merge the Absorbed Sub-fund into a sub-fund of the MULTI UNITS LUXEMBOURG SICAV investment company, MULTI UNITS LUXEMBOURG Lyxor FTSE USA Minimum Variance UCITS ETF, hereinafter referred to as the Absorbing Sub-fund or the Absorbing Fund, the investment objective of which is to replicate a similar index. As a result of the merger, the MULTI UNITS LUXEMBOURG Lyxor FTSE USA Minimum Variance UCITS ETF sub-fund will receive all of the assets of the MULTI UNITS FRANCE Lyxor FTSE USA Minimum Variance UCITS ETF sub-fund and the holders of shares in the latter fund will be exposed to the investments of the Absorbing Sub-fund. 1. The merger This absorption merger was approved by the AMF on 28 July 2017 and has also been approved by the Commission de Surveillance du Secteur Financier (hereinafter the CSSF ). The Absorbed Sub-fund is an undertaking for the collective investment in transferable securities (hereinafter UCITS ), and more specifically in global equities denominated in U.S. dollars, which was approved by l Autorité des Marchés Financiers (hereinafter AMF ) on 21 May 2015 and was formed on 15 June LIAM is the Absorbed Sub-fund s management company and Société Générale is its depositary.
2 The Absorbing Sub-fund is a UCITS invested in U. S. equities that was approved by the Commission de Surveillance du Secteur Financier (hereinafter the CSSF ) and which will be launched on the Merger Date. LIAM is the Absorbing Sub-fund s management company and Société Générale Bank & Trust S. A. (in is its depositary. Unless you decide otherwise, your shares of the Absorbed Sub-fund will be automatically merged into the Absorbing Sub-fund on 9 November During a period of 30 calendar days after the date this letter is posted, primary market investors (i.e. who/which subscribe for and redeem shares directly from the management company) may redeem their shares from the management company and/or from its depositary without having to pay a redemption fee, provided that they comply with the minimum redemption requirements specified in the prospectus. As always, LIAM will of course charge no subscription or redemption fee on the purchase or sale of the shares of the Absorbed Sub-fund on any exchange where they are listed (i.e. in the secondary market). Please note that the merger will require the suspension of the subscription and redemption of the Absorbed Sub-fund shares as of 6:30 pm (Paris time) 6 November What will the merger change? This merger will not modify the investment strategy nor the risk profile for the Absorbed Sub-fund s shareholders. - Modification of risk-return profile: NO - Increase in the risk-return profile: NO - Increase in expenses: NO The Absorbing Sub-fund and the Absorbed Sub-fund have the same investment objectives, since they both seek to replicate the performance, whether positive or negative, of their benchmark index, which for both is the FTSE USA Minimum Variance Index. The replication and investment methods of the Absorbed Sub-fund and the Absorbing Sub-fund are actually identical, since the investment strategy for both is to achieve the highest possible correlation with the performance of the benchmark index using a direct replication method, which means that the Sub-fund will enter into one or more over-the-counter swap agreements to enable it to achieve its investment objective. All other characteristics of the Absorbed Sub-fund and the Absorbing Sub-fund are identical investment policy and strategy, the typical investor profile, the risk profile, the frequency of net asset value calculation, trading days, the accounting currency, the requirements for submitting subscription and redemption orders, share/unit category characteristics, fees and expenses and the method used to determine the overall risk exposure. You will find the merger procedure calendar in Schedule 1, information on the exchange of shares in Schedule 2, and a comparison of the characteristics of the Absorbed Sub-fund and the Absorbing Subfund in Schedule Key points for investors
3 The management company informs investors that the Absorbing Sub-fund share class or classes is/are or will be listed on the same exchange or exchanges as their corresponding Absorbed Sub-fund share class or classes. Investors should also note that the merger may affect their personal tax situation, particularly since the Absorbed Sub-fund is established in France and the Absorbing Sub-fund is established in Luxembourg. Investors are therefore invited to consult with their advisor as to the eventual consequences the Merger may have on their personal situation. The management company recommends that investors carefully read the "Risk Profile" section of the Absorbing Sub-fund s prospectus and the "Risk and Return Profile" section of its Key Information for Investors Document (KIID). The KIID and the prospectus are both available in French and free of charge at or from client-services-etf@lyxor.com. The management company will provide shareholders, upon request, with additional information on the merger, a copy of the independent auditor s report, a copy of the depositary's report and a copy of the merger agreement. If you need any more information you should contact your advisor. If you are not happy with the change in your fund, you may sell your investment free of charge If you are satisfied with the change in your fund, you do not have to do anything If you feel you need advice, you may consult with your advisor or distributor. We thank you for your trust and loyalty. Yours faithfully The Chairman
4 Schedule 1: Merger calendar Absorbed fund MULTI UNITS FRANCE Lyxor FTSE USA Minimum Variance UCITS ETF Subscriptions & redemptions are suspended 6 November 2017 after 18:30 pm (Paris time) Effective merger date 9 November 2017 Based on the NAV of 9 November 2017 Shares to be received from the Absorbing Sub-fund MULTI UNITS LUXEMBOURG Lyxor FTSE USA Minimum Variance UCITS ETF Schedule 2: Information on the merger As shown on the merger calendar (see Schedule 1 above), the Absorbed Sub-fund in which you hold securities will be merged into the Absorbing Sub-fund on 9 November 2017 (the Merger Date ). This absorption merger was approved by the AMF on 28 July 2017 and has also been approved by the Commission de Surveillance du Secteur Financier (hereinafter the CSSF ). All of the Absorbed Sub-fund s assets and liabilities will be transferred to the Absorbing Sub-fund. The Absorbed Sub-fund will automatically be dissolved on the merger completion date. The Absorbing Sub-fund will be created by contributing all of the Absorbed Sub-fund's assets at the merger completion date. In exchange for the assets contributed, the Absorbing Sub-fund will issue shares that will be attributed to the investors in the Absorbed Sub-fund. For each C-USD - FR share class held in the Absorbed Sub-fund there will be issued a C- USD (LU ) share class in the Absorbing Sub-fund of the same value on 9 November. The Absorbing Sub-fund share class will be created on 9 November 2017 at an initial net asset value that is equivalent to the net asset value of the Absorbed Sub-fund s share class at that date. There will therefore be no odd lots nor cash adjustments since the merger will involve the exchange of one Absorbed Sub-fund share for one Absorbing Sub-fund share of equal in value. The statutory auditor and the company auditor will furthermore certify the accounts of the Absorbed Subfund and the Absorbing Sub-fund respectively, on the specified valuation date. Société Générale, the depositary, will handle the exchange of the Absorbed Sub-fund s shares for the Absorbing Sub-fund s shares. The depositary will also inform the Euroclear France members that hold the accounts of the former Absorbed Sub-fund investors of the number of Absorbing Sub-fund shares to which the latter are entitled. Lastly, LIAM will bear all merger expenses.
5 Tax consequences of the merger (for investors with fiscal domicile in France) The merger transaction described in this letter is subject to the laws in effect on the Merger Date. Accordingly, the tax regime that applies to the exchange of shares depends on the shareholder's tax situation as shown below. The shareholder may also be subject to disclosure requirements in some cases. Resident natural person shareholders: taxation is deferred (pursuant to Article B of the French general tax code) provided that any cash adjustment paid to the client is less than 10% of the nominal value of the securities received. The net income from the exchange of securities (including the cash adjustment) is not included in the taxable personal income of the year of the merger but is included in the taxable personal income of the year in which the securities in the UCITS received in exchange are sold. The securities exchanged are accordingly not included in the calculation of total portfolio securities sold, for the purpose of determining whether or not the limit for declaring security sales has been breached. During the future sale or redemption of the UCITS securities received in exchange, the capital gain is determined on the basis of the purchase price of the UCITS shares received in exchange, minus any cash adjustment received or plus any cash adjustment paid. Sold proprietor shareholders whose income tax is based on their actual industrial, commercial or agricultural income: taxation is deferred. These taxpayers are treated either as resident natural person taxpayers, in which case their securities are included in their personal assets, or are taxed on the basis of their professional capital gains, in which case their securities are included in their professional assets. In both cases, the net income from the exchange of securities is not included in the taxable income for the year of the merger, but is included in the taxable income of the year in which the securities in the UCITS received in exchange are sold. Regarding the professional capital gain (PCG): only the part of the PCG that corresponds to a cash adjustment that may have been received is immediately taxable. Upon the future sale or redemption of the UCITS securities received in exchange, the PCG will be calculated as of the date these securities were received and at their initial purchase price. Legal-entity shareholders subject to corporate income tax: taxation is deferred (pursuant to Article 38-5 bis of the French general tax code). Only the part of the capital gain that corresponds to a cash adjustment received is immediately taxable. The net income from the exchange of securities (excluding any cash adjustment) is not included in the taxable income of the year of the merger but is included in that of the year in which the UCITS securities received in exchange are sold. However, when an investor is subject to Article 209 OA of the French general tax code, the taxation of the valuation adjustments of the UCITS securities reduces the actual applicability of the tax deferral since the valuation adjustments have already been taxed and include some or all of the capital gain on the exchange of securities for the merger. Non-profit institution shareholders that meet the requirements of Article of the French general tax code and non-resident shareholders: these investors are not subject to taxation in France in relation to this merger transaction (pursuant to Article 244 bis C of the French general tax code). Investors should also note that the Merger may affect their personal tax situation since the Absorbed Subfund is established in France and the Absorbing Sub-fund is established in Luxembourg. Investors are therefore invited to consult with their advisor as to the eventual consequences the Merger may have on their personal situation.
6 Liquidation of shares (odd lots) A sale of shares in the Absorbed Sub-fund that are not exchanged (i.e. an odd lot ) is considered to be a sale of shares from which any net income is immediately taxable under the rules that generally apply to the taxation of capital gains. More specifically, the taxation of any net income on the shares exchanged within the limits of the share-exchange ratio is entitled to deferral, whereas any surplus shares are considered to be sold and the net income from their sale is immediately taxable. Name Schedule 3: Comparison of Absorbed Sub-fund and Absorbing Sub-fund characteristics Applicable law Supervisory authority Legal form Sub-fund MULTI UNITS FRANCE Lyxor FTSE USA Minimum Variance UCITS ETF French law AMF The sub-fund of a SICAV investment company Absorbing Sub-fund MULTI UNITS LUXEMBOURG Lyxor FTSE USA Minimum Variance UCITS ETF Luxembourg law CSSF The sub-fund of a SICAV investment company Depositary Société Générale (in France) Société Générale Bank & Trust (S. A. ) (in Registrar and transfer agent Fund administration Statutory auditor Société Générale (in France) Société Générale (in France) Pricewaterhousecoopers Audit (in France) Société Générale Bank & Trust (S. A. ) (in Société Générale Bank & Trust (S. A. ) (in Pricewaterhousecoopers Audit (in Absorbed Sub-fund share class Absorbing Sub-fund share class C-USD - FR C-USD - LU
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