LETTER TO UNITHOLDERS OF THE AMUNDI ETF MSCI BRAZIL UCITS ETF FCP

Transcription

1 LETTER TO UNITHOLDERS OF THE AMUNDI ETF MSCI BRAZIL UCITS ETF FCP Paris, 26 October 2016 Dear Sir/Madam, We are pleased to count you as a unitholder in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP (FR ). Your AMUNDI ETF MSCI BRAZIL UCITS ETF FCP will be absorbed on 13 December 2016 by the AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV. In concrete terms, this means that you will now hold, for the same amount, shares in the AMUNDI ETF MSCI BRAZIL sub-fund to replace your units in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP. This change does not require any action on your part. Moreover, no charges are incurred and it has no tax impact. The details of this operation are explained in the attached document entitled Letter to unitholders of the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP. This letter, which has been approved by the AMF, provides all the information required for these operations by the regulations in force. This full and accurate document allows you to familiarise yourself with the potential implications of this operation for your investment. We therefore recommend that you read it carefully. Your usual financial adviser will be glad to provide any additional information you may require. Thank you for placing your confidence in us. Yours faithfully, AMUNDI ASSET MANAGEMENT Fannie Wurtz Managing Director Amundi ETF, Indexing & Smart Beta Registered office: 90, boulevard Pasteur Paris France Postal address: 90, boulevard Pasteur CS Paris Cedex 15 France Tel.: +33 (0) amundi.com Société Anonyme (public limited company) with capital of EUR 596,262, RCS Paris Portfolio management company authorised by the Autorité des marchés financiers (AMF) no. GP

2 LETTER TO UNITHOLDERS AMUNDI ETF MSCI BRAZIL UCITS ETF Nature of the operation Merger Date of the operation 13 December 2016 We wish to draw your attention to the fact that should you wish to participate in the merger described below, with effect from 13 December 2016, any questions or disputes relating to your rights and obligations as a shareholder in the AMUNDI INDEX SOLUTIONS SICAV will be subject to the rules and jurisdiction of the Luxembourg courts. Dear Sir/Madam, We are pleased to count you as a unitholder in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP (FR ). 1. Description of the operation Your management company, Amundi Asset Management (Amundi AM), and the board of directors of the Luxembourg SICAV AMUNDI INDEX SOLUTIONS have decided that your fund, the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP, will be absorbed by the AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV on 13 December The AMUNDI ETF MSCI BRAZIL sub-fund currently exists as a shell and after activation following absorption of the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP, it will be managed on the same basis as the latter. AMUNDI AM and the board of directors of the AMUNDI INDEX SOLUTIONS SICAV have decided to merge these two entities in a single legal structure in order to respond to a request made by certain clients and enhance transparency in the product range. In order to facilitate this merger, unit subscriptions and redemptions in the absorbed fund, the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP, will be suspended for three business days from 5.01 pm on 8 December This merger operation was approved by the Autorité des Marchés Financiers (AMF) as at 14/10/2016. If you accept the terms, following this operation you will receive shares in the AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV (the absorbing fund) in return for your units in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP (the absorbed fund) based on the technical terms of the merger stipulated in the appendix. If, however, you do not accept the terms and conditions of this operation, you may sell your current units or the shares received in exchange at any time. Such a redemption would only be subject to the ordinary rules of taxation applicable to capital gains on the sale of transferable securities.

3 LETTER TO UNITHOLDERS AMUNDI ETF MSCI BRAZIL UCITS ETF 2 Your usual point of contact will be available to explore the solution that would be most adapted to your investor profile. 2. Implications of the operation The main changes to your investment are described below and in the appendix. Change to risk/return profile: Risk/return profile increase: Fee increase: NO NO NO Changes to the fee structure The following changes to the fee structure of your fund will take effect on 13 December 2016: - Whereas the subscription and redemption fees for the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP are set at 3%, those of the AMUNDI ETF MSCI BRAZIL sub-fund are capped at a maximum level (3%). - the ongoing charges will remain unchanged. Administration fees for the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP are included in the ongoing charges. For the AMUNDI ETF MSCI BRAZIL sub-fund, they are also included in the ongoing charges and detailed in the prospectus of the AMUNDI ETF MSCI BRAZIL subfund. Change in management strategy: Both your AMUNDI ETF MSCI BRAZIL UCITS ETF FCP and the AMUNDI ETF MSCI BRAZIL sub-fund aim to replicate the performance of the MSCI Brazil index (the Index ). Whereas your AMUNDI ETF MSCI BRAZIL UCITS ETF FCP has a maximum target tracking error for the change in the net asset value of the fund versus that of the Index of 2%, this is 1% for the AMUNDI ETF MSCI BRAZIL sub-fund. Otherwise, the investment strategies and assets used and described in the prospectuses of the two UCITS in question are similar, although the legal wording of each document is different because the two funds were established in different countries. The major characteristics of your AMUNDI ETF MSCI BRAZIL UCITS ETF FCP and the AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV are detailed in the table in the appendix. As your fund is being absorbed by a SICAV, as of 13 December 2016, you will become a shareholder in the AMUNDI ETF MSCI BRAZIL sub-fund and will therefore be able to participate and vote in general meetings, with each share granting one voting right. Please refer to the Key Investor Information Document (KIID) of the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP at You can directly access the legal documents the Key Investor Information Document (KIID) and the prospectus together with additional information on the characteristics of the shares in the sub-fund of the absorbing SICAV, AMUNDI INDEX SOLUTIONS, via the webpage 2

4 LETTER TO UNITHOLDERS AMUNDI ETF MSCI BRAZIL UCITS ETF 3 The prospectuses of the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP and the AMUNDI INDEX SOLUTIONS SICAV can be obtained by written request to the relevant address listed below: Amundi Asset Management Amundi Index Solutions Client Services c/o Amundi Luxembourg S.A. 90, boulevard Pasteur 5, allée Scheffer Paris L-2520 Luxembourg France Grand Duchy of Luxembourg However, please remember that if you do not accept the terms and conditions of this operation, you may sell your current units up to 8 December inclusive, or the shares received in exchange at any time after the merger by absorption. Such a redemption would only be subject to the ordinary rules of taxation applicable to capital gains on the sale of transferable securities. Intermediary fees may apply. You can sell your units in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP on the NYSE Euronext Paris, Deutsche Börse, Borsa Italiana, London Stock Exchange and SIX stock exchanges until 12 December 2016 inclusive The AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV will be listed: - on the NYSE Euronext Paris, Deutsche Börse, London Stock Exchange and SIX stock exchanges from 13 December 2016, and - on the Borsa Italiana from 14 December Owing to operational constraints affecting the Borsa Italiana, listing will be suspended between the evening of 12 December 2016 and the morning of 14 December 2016 on the Borsa Italiana. Your usual point of contact will be available to explore the solution that would be most adapted to your investor profile. Thank you for your attention in this matter. Yours faithfully, AMUNDI ASSET MANAGEMENT Fannie Wurtz Amundi Managing Director of the ETF, Indexing and Smart Beta business line 3

5 APPENDIX 1) 13 December 2016: Merger by absorption of the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP by the AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV The following changes will occur as a result of this operation: Name AMUNDI ETF MSCI BRAZIL UCITS ETF (absorbed) AMUNDI ETF MSCI BRAZIL (absorbing) ISIN code FR LU Legal form FCP SICAV UCITS with subfunds No Yes Classification International equities N/A Sub-fund affected by the operation N/A Supervisory authority Autorité des Marchés Financiers (AMF), France AMUNDI ETF MSCI BRAZIL Commission de Surveillance du Secteur Financier (CSSF), Luxembourg Inception date 12/01/ /12/2016 Management company Amundi Asset Management Amundi Luxembourg S.A Auditor PWC SELLAM Ernst & Young, S.A. Custodian CACEIS BANK France S.A CACEIS BANK Luxembourg S.A. Valuation agent/administrator Business day CACEIS Fund Administration S.A CACEIS Any full business day when banks are open in France and/or Brazil Tracking error 2% 1% BANK Luxembourg S.A. Any full business day when banks are open in Luxembourg and/or Brazil Financial year-end March September Minimum initial subscription Primary market Minimum subsequent subscription Primary market 18,100 units USD 1,000,000 18,100 units USD 1,000,000 4

6 Fees payable by the investor on subscription and redemption: Subscription/redemption fee: 3% maximum Subscription/rede mption fee - On the primary market Maximum conversion fee Subscription fee not payable to the Fund: 3% per subscription request Subscription fee payable to the Fund: None Redemption fee not payable to the Fund: 3% per redemption request Redemption fee payable to the Fund: None None 1% Entry/exit fees are permitted and may be charged to cover the actual adjustment costs incurred by the portfolio through the purchase and/or sale of the underlying investments associated with the subscriptions or redemptions. 2) Technical terms of the merger and an example of the exchange ratio We hereby inform you that your management company, Amundi Asset Management, will transfer the assets of the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP into the AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV, which was created for this purpose. This operation will be carried out on the basis of the Net Asset Value of 12 December The exchange ratio for the merger shall be 1 for 1: in exchange for your units in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP, you will receive the same number of corresponding shares in the AMUNDI ETF MSCI BRAZIL sub-fund. Calculations will be made for your full holding of units in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP. You will be sent a report detailing the number of shares you will hold in the AMUNDI ETF MSCI BRAZIL sub-fund following the merger, to replace your AMUNDI ETF MSCI BRAZIL UCITS ETF FCP units. 3) Taxation The stated tax regime is that in force on the date of this letter. 4) Operational terms of the AMUNDI INDEX SOLUTIONS SICAV Shares Following the merger described above, you will receive shares in the AMUNDI INDEX SOLUTIONS SICAV in exchange for your units in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP. Shares in the AMUNDI INDEX SOLUTIONS SICAV are only issued in registered form and are recorded in the Shareholder Register without issuance of a share certificate (uncertificated shares). 1 1 (i) Uncertificated shares Proof of ownership of uncertificated shares depends solely upon an entry in the Shareholder Register. However, a personal account number will be allocated to holders of uncertificated shares. We recommend that investors hold uncertificated shares, for which conversion and redemption instructions can be made by fax or any other electronic means that the SICAV s board of directors may define as required. Additionally, if these instructions are received before 2.00 pm Luxembourg time on a business day (see Transaction deadlines below), these instructions will be executed on the same business day. 5

7 Transaction deadlines Orders for the purchase, conversion and redemption of shares can be placed with the AMUNDI INDEX SOLUTIONS SICAV. Subscription, redemption and conversion orders must be received before 5.00 pm (Luxembourg time) on a business day when banks are open in Luxembourg and Brazil. See Transaction deadlines in the Planning your investment section of the fact sheet for the AMUNDI ETF MSCI BRAZIL sub-fund in the AMUNDI INDEX SOLUTIONS SICAV prospectus. Orders received in accordance with the terms described above shall be executed on the same business day, as described in the AMUNDI INDEX SOLUTIONS prospectus, based on the net asset value on the business day on which the order was received and published on D+1. Asset valuation rules The valuation rules for the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP and the AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV are detailed in paragraph VII Asset valuation and accounting rules of your FCP prospectus and in the section Calculation of the net asset value in the AMUNDI INDEX SOLUTIONS SICAV prospectus, respectively. Investor protection in the event of an error in the net asset value (NAV) calculation French law provides for no specific measures in the event of an error in the NAV calculation. In contrast, Luxembourg law has formal rules for the protection of investors in the event of NAV calculation errors and non-compliance with the investment rules applicable to undertakings for collective investment. 2 These rules can be obtained from the management company of the AMUNDI INDEX SOLUTIONS SICAV. 5) Various The merger report prepared by the auditors of your FCP and the statements relating to the merger issued by the custodians of the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP and the AMUNDI INDEX SOLUTIONS SICAV are available from the registered office of the management company of your FCP, Amundi Asset Management. As the portfolios of your FCP and the AMUNDI ETF MSCI BRAZIL are similar, the merger by absorption of your AMUNDI ETF MSCI BRAZIL UCITS ETF FCP by the AMUNDI ETF MSCI BRAZIL sub-fund of the AMUNDI INDEX SOLUTIONS SICAV will be made via the transfer of your FCP s securities to the portfolio of the absorbing SICAV, without any prior rebalancing of the absorbed fund s portfolio. Any new fees and/or revenue of the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP received or receivable after 5.00 pm (French time) on 8 December 2016 will be charged/credited to the AMUNDI ETF MSCI BRAZIL sub-fund. Unitholders in the AMUNDI ETF MSCI BRAZIL UCITS ETF FCP can exercise their rights as shareholders in the absorbing sub-fund from 13 December CSSF Circular 02/77 relating to the protection of investors in the event of NAV calculation errors and correction of the consequences resulting from non-compliance with the investment rules applicable to undertakings for collective investment. 6