Mandarine Equity Income - Prospectus French Mutual Fund (Fonds Commun de Placement Français) 2022/01/01

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Mandarine Equity Income
                             Prospectus
                                   January 2022

        French Mutual Fund (Fonds Commun de Placement Français)
UCITS governed by French law covered by European Directive 2014/91/EU - UCITS V
Mandarine Equity Income - Prospectus

     I. GENERAL CHARACTERISTICS                                                                     4

     I.1       TYPE OF UCITS                                                                         4
     I.2       NAME                                                                                  4
     I.3       LEGAL FORM AND MEMBER STATE IN WHICH THE UCITS WAS ESTABLISHED                        4
     I.4       DATE OF CREATION AND INTENDED DURATION                                                4
     I.5       OVERVIEW OF THE MANAGEMENT OFFER                                                      4
     I.6       INDICATION OF THE LOCATION WHERE THE MUTUAL FUND REGULATIONS, THE LATEST ANNUAL
               REPORT AND THE LATEST INTERIM REPORT ARE AVAILABLE                                    5
     I.7 PUBLICATION OF SUSTAINABILITY INFORMATION                                                   5

     II. PARTICIPANTS                                                                               7

     II.1      MANAGEMENT COMPANY                                                                    7
     II.2      DEPOSITARY AND CUSTODIAN                                                              7
     II.3      STATUTORY AUDITOR                                                                     8
     II.4      MARKETER                                                                              8
     II.5      CENTRALISING AGENT                                                                    8
     II.6      APPOINTED REPRESENTATIVES                                                             8

     III. OPERATING AND MANAGEMENT PROCEDURES                                                        9

     III.1. GENERAL CHARACTERISTICS                                                                  9
        III.1.1       Features of the units or shares                                               9
        III.1.2       Closing date                                                                  9
        III.1.3       Information on the tax system                                                 9
     III.2. SPECIAL PROVISIONS                                                                      10
        III.1.4       ISIN codes                                                                    10
        III.1.5       Management objective                                                          10
        III.1.6       Benchmark index                                                               10
        III.1.7       Information to be communicated to UCI investors on the management style       11
        III.1.8       Investment strategy                                                           11

     IV. COMMERCIAL INFORMATION                                                                     21

     V. INVESTMENT RULES                                                                            21

     VI. GLOBAL RISK                                                                                21

     VII. ASSET VALUATION RULES                                                                     22

     VII.1     ASSET VALUATION RULES                                                                22
     VII.2     ACCOUNTING METHOD                                                                    23

 2          UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022
Mandarine Equity Income - Prospectus

  VIII. REMUNERATION                                                                                               23

  IX. REGULATIONS                                                                                                  24

  SECTION 1 - ASSETS AND UNITS                                                                                     24
    Article 1 - Co-ownership units                                                                                 24
    Article 2 - Minimum assets                                                                                     24
    Article 3 - Issue and redemption of units                                                                      24
    Article 4 - Calculation of the Net Asset Value of the unit                                                     25
  SECTION 2 - FUND OPERATION                                                                                       25
    Article 5 - The Management company                                                                             25
    Article 5a - Operating rules                                                                                   25
    Article 6 - The Depositary                                                                                     25
    Article 7 - The Statutory auditor                                                                              25
    Article 8 - Financial statements and management report                                                         26
  SECTION 3 - INCOME ALLOCATION PROCEDURES                                                                         26
    Article 9 - Procedures for allocating income and amounts available for distribution                            26
  SECTION 4 - MERGERS - DEMERGERS - DISSOLUTION - LIQUIDATION                                                      27
    Article 10 - Mergers - Demergers                                                                               27
    Article 11 - Dissolution - Extension                                                                           27
    Article 12 - Liquidation                                                                                       27
  SECTION 5 - DISPUTES                                                                                             27
    Article 13 - Jurisdiction - Choice of domicile                                                                 27

                           UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022        3
Mandarine Equity Income - Prospectus

                                  I. GENERAL CHARACTERISTICS
I.1         TYPE OF UCITS
UCITS governed by French law covered by Directive 2014/91/EU - UCITS V

I.2         NAME
Mandarine Equity Income (hereinafter referred to as the “Fund”).

I.3         LEGAL FORM AND MEMBER STATE IN WHICH THE UCITS WAS
            ESTABLISHED
Mutual fund established on the territory of the French Republic.

I.4         DATE OF CREATION AND INTENDED DURATION
This Fund was created on 20 January 2005 for a period of 99 years.

I.5         OVERVIEW OF THE MANAGEMENT OFFER
                             Allocation Currenc                                  Minimum       Minimum
                                                                                                          Original
                                  of        y              Target                  initial    subsequent
              ISIN code                                                                                   net asset Decimalisation
                            distributable denomi          investors             subscription subscription
                                                                                                           value
                                sums      nation                                     (1)
                            Capitalisation/           All subscribers, in           EUR       1/10000th
 M units FR0010147728                         EUR                                                            EUR 100        1/10000
                             Distribution             particular Suravenir       40,000,000    of a unit
                                                      All subscribers, in
                                                                                     EUR      1/10000th
  I units    FR0010396374    Capitalisation   EUR    particular Institutional                                EUR 100        1/10000
                                                                                  1,000,000    of a unit
                                                            investors
                                                                                    EUR       1/10000th
 R units     FR0010396382    Capitalisation   EUR        All subscribers                                     EUR 100        1/10000
                                                                                     50        of a unit
                                                                                    EUR       1/10000th
 F units     FR0013300795    Capitalisation   EUR      All subscribers (2)                                   EUR 100        1/10000
                                                                                     50        of a unit
                        Capitalisation/                                             EUR       1/10000th
F(d) units FR0013300803                       EUR      All subscribers (2)                                   EUR 100        1/10000
                         Distribution                                                50        of a unit
                        Capitalisation/                                                       1/10000th
R(d) units FR0013300811                       EUR        All subscribers           EUR 50                    EUR 100        1/10000
                         Distribution                                                          of a unit
                                                      All subscribers, in
                            Capitalisation/                                          EUR      1/10000th
I(d) units FR0013300829                       EUR    particular Institutional                                EUR 100        1/10000
                             Distribution                                         1,000,000    of a unit
                                                            investors
                                                      All subscribers, in
                                                                                    EUR       1/10000th
 L units     FR0013300837    Capitalisation   EUR    particular Institutional                                EUR 100        1/10000
                                                                                 40,000,000    of a unit
                                                            investors
                                                    Institutions governed by
  L(d)                                                                              EUR       1/10000th
             FR0014001681 Distribution (3)    EUR    German and Austrian                                     EUR 100        1/10000
  units                                                                          40,000,000    of a unit
                                                             law (4)

(1) except the Management Company, which may only take out one unit.
(2) For F and F(d) units: units reserved for all investors, and, solely as part of subscription or distribution within the European Union,
who are:
(a) Financial intermediaries who, owing to regulations applicable to their situation, are not authorised to receive or hold any non-
monetary fees or benefits; or

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Mandarine Equity Income - Prospectus

(b) Subscribers subscribing to portfolio management services on behalf of third parties (management by mandate) and/or
independently provided investment consulting within the meaning of Directive 2014/65/EU of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments within the European Union (the MiFID II Directive);
(c) Distributors subscribing in the context of investment advice not considered to be independent within the meaning of Directive
MIF2, on the basis of a contract with their customer and where such a distributor neither receives nor holds on to any commission
or other non-monetary benefit under Directive MIF2.
(3) Distribution frequency of L(d) units: quarterly
(4) Legal persons subject to German legal and tax rules, especially those relating to the provisions of § 5
Investmentsteuergesesetz and also legal persons governed by Austrian law.

I.6     INDICATION OF THE LOCATION WHERE THE MUTUAL FUND
       REGULATIONS, THE LATEST ANNUAL REPORT AND THE LATEST
       INTERIM REPORT ARE AVAILABLE
The Fund's prospectus, the KIIDS of the various unit categories, the annual and interim reports and the breakdown of assets are
sent, within eight (8) business days, free of charge upon written request to:

MANDARINE GESTION, 40, Avenue George V- 75008 Paris
E-mail: serviceclient@mandarine-gestion.com
The prospectus, the KIIDS of the various Fund units, the annual and interim documents are available at www.mandarine-
gestion.com.

Dissemination of the portfolios
The Management Company may be required to transmit all or part of the information concerning the composition of the portfolio of
the UCITS to enable some of its investors, in particular institutional investors, to comply with their obligations derived notably from
Directive 2009/138/EC ("Solvency II") in terms of transparency (SCR – Solvency Capital Requirement). The Management
Company will ensure that each investor who is a recipient of this information has established the procedures for managing
sensitive information prior to the transmission of the composition of the portfolio so that such information be used only for
calculating prudential requirements. These procedures must also prevent the practices of market timing or late trading.

I.7 PUBLICATION OF SUSTAINABILITY INFORMATION
Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (known as the
“Disclosure Regulation”)
As a player in the financial markets, the management company of the UCI is subject to Regulation 2019/2088 of 27 November
2019 on sustainability-related disclosures in the financial services sector (known as the “Disclosure Regulation” ).
This Regulation lays down harmonised rules for financial market participants relating to transparency with regard to the integration
of sustainability risks (Article 6 thereof), the taking into account of negative impacts in terms of sustainability, the promotion of
environmental or social characteristics in the investment process (Article 8 thereof) or sustainable investment objectives (Article 9
thereof).
Sustainable investment corresponds to an investment in an economic activity that contributes to an environmental objective,
measured for example by means of key indicators in terms of efficient use of resources concerning the use of energy, renewable
energies, raw materials, water and land, in terms of waste production and greenhouse gas emissions or in terms of effects on
biodiversity and the circular economy, or an investment in an economic activity that contributes to a social objective, in particular an
investment which contributes to the fight against inequalities or which promotes social cohesion, social integration and labour
relations, or an investment in human capital or economically or socially disadvantaged communities, provided that these
investments do not cause material prejudice to any of these objectives and that the companies in which the investments are made
apply good governance practices – in particular with regard to sound management structures, employee relations, remuneration of
competent staff and compliance with tax obligations.
Sustainability risk is defined as an environmental, social or governance event or situation which, if it occurs, could have a material
adverse effect – actual or potential – on the value of the investment.

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Mandarine Equity Income - Prospectus

It should be noted that this risk can therefore be understood as a specific category of financial risk (measured by its potential
negative impact on the portfolio's return).
Sustainability risk is primarily taken into account in the following way in the implementation of the portfolio management:
- Like any other risk with a potential burden on the portfolio's return, sustainability risk is taken into account by management prior to
acquiring a security and throughout the investment. To do so, management particularly relies on the expertise of Mandarine
Gestion's team of ESG analysts.
- A synthetic sustainability risk indicator (ISRD) has been developed and is used to measure the exposure of each portfolio to
sustainability risk. Limits based on this indicator are applied to the Fund. If exceeded, adjustments to the portfolio may be required.
- The risk and ESG analysis teams draw up and maintain exclusion lists to prohibit the purchase of securities that pose a
particularly high sustainability risk. In particular, issuers that are the subject of serious controversy may be placed under
surveillance or banned for investment.
The Fund's exposure to sustainability risk is measured by a risk scale ranging from 1 to 5 (from negligible risk to severe risk), based
on the level of the ISRD calculated for the Fund. At the date of publication hereof, the Management Company's analysis has
determined that the Fund has exposure to level 3 sustainability risk, corresponding to a moderate level of risk.

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                                                II. PARTICIPANTS
II.1 MANAGEMENT COMPANY                                             The primary objective of the Depositary is to protect the
                                                                    interests of the unitholders/investors in the UCITS, which
MANDARINE GESTION                                                   always prevail over commercial interests.
Société Anonyme - 40, Avenue George V - 75008 PARIS                 Potential conflicts of interest may be identified, in particular if
Portfolio management company approved by the Autorité des           the Management Company also maintains commercial
marchés financiers (AMF – Financial Markets Authority) on 28        relations with BNP Paribas Securities Services SCA in parallel
February 2008 under no. GP 0800 0008.                               to its appointment as Depositary (which may be the case if
                                                                    BNP Paribas Securities Services calculates, by delegation of
II.2 DEPOSITARY AND                                                 the Management Company, the NAV of the UCITS for which
                                                                    BNP Paribas Securities Services is the Depositary, or when a
     CUSTODIAN                                                      group relationship exists between the Management Company
BNP PARIBAS SECURITIES SERVICES                                     and the Depositary).
Partnership limited by shares registered with the Registre du
Commerce et des Sociétés (Trade and Companies Register)             To manage these situations, the Depositary has implemented
in Paris under No 552 108 011.                                      and maintains a management policy for conflicts of interest
Credit establishment approved by the Autorité de Contrôle           with the following objectives:
Prudentiel et de Résolution.                                        - Identifying and analysing situations involving potential
Registered office: 3, Rue d’Antin - 75002 PARIS                       conflicts of interest
Postal address: Grands Moulins de Pantin - 9, Rue du                - Recording, managing and monitoring situations involving
Débarcadère - 93500 PANTIN                                            potential conflicts of interest:
                                                                    ◦ based on permanent measures in place to manage conflicts
BNP PARIBAS SECURITIES SERVICES, a partnership                        of interest, such as segregation of duties, separation of
limited by shares (société en commandite par actions),                hierarchical and functional lines, monitoring of internal
registered in the Trade and Companies Register under                  insider lists, and dedicated IT environments;
number 552 108 011, is an establishment approved by the             ◦ by implementing on a case-by-case basis:
Autorité de Contrôle Prudentiel et de Résolution (ACPR) and         ✔ preventive and appropriate measures such as the creation
subject to the supervision of the Autorité des Marchés                 of ad hoc watchlists, new Chinese walls, or verifying that
Financiers (AMF), whose registered office is at 3 rue d'Antin,         transactions are properly processed and/or informing
75002 Paris.                                                           affected customers
                                                                    ✔ or by refusing to manage activities that may give rise to
As part of the Fund's liabilities management, the subscription,        conflicts of interest.
redemption and issuer account holding processing functions
are carried out by the depositary in connection with Euroclear      Description of any custodial functions delegated by the
France, through which the units are registered.                     Depositary, list of delegates and sub-delegates and
                                                                    identifying conflicts of interest likely to arise from such
Description of the responsibilities of the Depositary and           delegation
potential conflicts of interest                                     The UCITS Depositary, BNP Paribas Securities Services
                                                                    SCA, is responsible for the custody of the assets (as defined
Directive 2009/65/EC, as amended by Directive 2014/91/EU,           in Article 22.5 of Directive 2009/65/EC, as amended by
referred to as "UCITS 5", specifies the responsibilities of         Directive 2014/91/EU). In order to provide services related to
UCITS depositories. It entered into force on 18 March 2016.         the safekeeping of assets in a large number of countries,
The Depositary has three types of responsibilities: monitoring      enabling the UCITS to achieve their investment objectives,
the compliance of the decisions of the Management Company           BNP Paribas Securities Services SCA has appointed sub-
(as defined in Article 22.3 of the Directive), monitoring of cash   custodians in countries where BNP Paribas Securities SCA
flows of the UCITS (as defined in Article 22.4), and custody of     services would have no local presence. These entities are
the UCITS' assets (as defined in Article 22.5). All of these        listed on the following website:
responsibilities are set out in a written contract between the      http://securities.bnpparibas.com/solutions/asset-fund-
Management Company, MANDARINE GESTION, and the                      services/depositary-bank-and-trustee-serv.html
Depositary, BNP PARIBAS SECURITIES SERVICES.                        The process of appointment and supervision of the sub-
                                                                    custodians is carried out in accordance with the highest
                                                                    quality standards, including the management of potential

                                 UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022             7
Mandarine Equity Income - Prospectus

conflicts of interest that may arise in connection with these
appointments.
                                                                II.5 CENTRALISING AGENT
                                                                Centralising agent for subscription and redemption
Up-to-date information on the above-mentioned points will be    orders by delegation:
sent to the investor upon request.
                                                                BNP PARIBAS SECURITIES SERVICES
The establishment responsible for maintaining the Issuer        Partnership limited by shares registered with the Registre du
account and the unit or share registers is BNP PARIBAS          Commerce et des Sociétés (Trade and Companies Register)
SECURITIES SERVICES, the contact details of which are           in Paris under No 552 108 011.
provided below.                                                 Credit establishment approved by the Autorité de Contrôle
                                                                Prudentiel et de Résolution.
                                                                Registered office: 3, Rue d’Antin - 75002 PARIS
II.3 STATUTORY AUDITOR                                          Postal address: Grands Moulins de Pantin - 9, Rue du
Cabinet Mazars                                                  Débarcadère – 93500 PANTIN CEDEX
Represented by Mr Gilles Dunand-Roux
61, rue Henri Regnault – 92075 La Défense Cedex
                                                                II.6 APPOINTED
II.4 MARKETER                                                        REPRESENTATIVES
                                                                Administrative management and accounting:
MANDARINE GESTION
40, Avenue George V - 75008 PARIS
                                                                BNP PARIBAS SECURITIES SERVICES
The Fund is registered with Euroclear France and its units      Petits Moulins de Pantin - 9, Rue du Débarcadère - 93761
may be subscribed or redeemed through financial                 PANTIN CEDEX
intermediaries who are not known to the management              The delegation agreement covers the accounting
company.                                                        management, including accounting updates, the net asset
                                                                value calculation, the preparation and presentation of the file
                                                                required for the audit carried out by the statutory auditor, and
                                                                the keeping of accounting records.

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Mandarine Equity Income - Prospectus

           III. OPERATING AND MANAGEMENT PROCEDURES
III.1. GENERAL                                                        III.1.3      Information on the tax system
                                                                      The Fund itself is not subject to taxation. However, unitholders
CHARACTERISTICS                                                       may incur taxation on any revenue distributed by the Fund,
III.1.1         Features of the units or shares                       where paid, or when selling the securities.

                                                                      The tax regime applicable to the amounts distributed by the
- ISIN codes:
                                                                      Fund or any realised or unrealised capital gains or losses of
     M units        :       FR0010147728
                                                                      the Fund depend on the tax provisions applicable to the
     I units        :       FR0010396374
                                                                      investor's particular situation and their tax residency. Thus,
    R units         :       FR0010396382
                                                                      certain revenue distributed in France by the Fund to non-
     F units        :       FR0013300795
                                                                      residents is liable to withholding tax in this state.
   F(d) units       :       FR0013300803
   R(d) units       :       FR0013300811
                                                                      Abroad (in the fund’s investment countries), capital gains
   I(d) units       :       FR0013300829
                                                                      realised on the sale of foreign transferable securities and
     L units        :       FR0013300837
                                                                      income from foreign sources earned by the fund as part of its
   L(d) units       :       FR0014001681
                                                                      management may, where applicable, be subject to taxation
- Type of rights attached to the unit category: each unitholder       (usually in the form of a withholding tax). Taxation abroad
  has a right of co-ownership of the Fund assets in proportion        may, in certain limited cases, be reduced or nullified in the
  to the number of units held.                                        event of applicable tax agreements.
- Entry in a register or specification of the methods for
  managing liabilities: liabilities are managed by BNP                With regards to unitholders of the Fund:
  PARIBAS SECURITIES SERVICES.
                                                                      • Unitholders residing in France: Capital gains or losses
- The Fund is registered with Euroclear France.                         realised by the Fund, revenue distributed by the Fund and
                                                                        capital gains or losses recorded by the unitholder are
- Voting rights: no voting rights are attached to units, as             subject to current tax legislation.
  decisions are taken by the Management Company.
  However, information on changes in the operation of the             • Unitholders residing outside of France: Subject to tax
  Fund is provided to the unitholders either personally,                agreements, the taxation provided for in Article 150-0 A of
  through the press or by any other means in accordance with            the CGI is not applicable to capital gains earned on the
  the regulations.                                                      redemption or sale of units of the Fund by persons not
                                                                        fiscally resident in France under Article 4 B of the CGI or
- Form of units: all units are in bearer form. The Fund will be         whose registered office is located outside of France, on
  registered with Euroclear France.                                     condition that such persons have not held, directly or
- Decimalisation of ✔ YES          ✗ NO                                 indirectly, more than 25% of the units at any time during the
  the units:                                                            five years preceding the redemption or sale of their units
                                                                        (CGI Article 244a C).
- Number of             ✗ tenths   ✗ hundredths ✗ thousan ✔ ten
  decimal places:                                 dths      thous
                                                                      Unitholders residing outside France shall be subject to the
                                                            andth
                                                                      provisions of tax legislation in effect in their own country of
                                                            s
                                                                      residence.

III.1.2         Closing date                                          Investors benefiting from the Fund as part of a life insurance
The last trading day in December on the Paris stock                   contract shall be subject to taxation applicable to life
exchange.                                                             insurance contracts.

The financial year that started on 1 July 2017 will be a              Tax system in Germany:
shortened financial year that will close on 31 December 2017.         The Fund is classed as an “Aktienfonds” under German tax
                                                                      law    (§2     Abs.   6    InvStG);  the    investment   in
                                                                      "Kapitalbeteiligungen" in accordance with §2 Abs. 8 InvStG

                                    UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022         9
Mandarine Equity Income - Prospectus

will continuously exceed 50% of net assets.                          investing in sustainable investments that are aligned with the
                                                                     criteria of the Taxonomy Regulation.
NB: depending on your tax system, any capital gains
and income associated with holding units in the Fund
                                                                     III.1.6      Benchmark index
could be subject to taxation. We recommend that you
                                                                     The performances are compared to the performance of the
consult your usual tax adviser for information on this
                                                                     STOXX® Europe 600 Net Return EUR. This index is the
matter.
                                                                     global benchmark for the European markets. It is composed of
                                                                     600 securities selected from the 16 euro area countries as
✗ Eligible for PEA ✗ DSK            ✗ Madelin law       ✗ PERP
                                                                     well as the UK, Denmark, Switzerland, Norway and Sweden.
  (equity savings    contract
                                                                     Codes: ISIN: EU0009658210 Reuters: STOXXR; Bloomberg:
  plan)
                                                                     SXXR Index; the benchmark index is denominated in euros.
                                                                     The performance of the STOXX® Europe 600 EUR Net
The Fund's units are capitalisation/distribution units, with the
                                                                     Return benchmark includes dividends from the equities that
exception of I, R, L and F units, which are capitalisation units.
                                                                     make up the benchmark: www.stoxx.com.

III.2. SPECIAL PROVISIONS                                            Information pursuant to Q&A ESMA 34-43-362 "Actively
                                                                     Managed Fund"
III.1.4      ISIN codes                                              The Fund is actively managed.

 M units     :     FR0010147728                                      However, the Fund's objective is not to reproduce the
  I units    :     FR0010396374                                      performance of this index in any manner. The Fund's
 R units     :     FR0010396382                                      investments are made on the basis of criteria that could result
 F units     :     FR0013300795                                      in significant variations compared to the performance of this
F(d) units   :     FR0013300803                                      index. Investments in companies are made on the basis of
R(d) units   :     FR0013300811                                      weightings that are not based on the relative weighting of
I(d) units   :     FR0013300829                                      each company in the Index.
 L units     :     FR0013300837
L(d) units :       FR0014001681                                      Information concerning the benchmark indicator used
                                                                     by the Fund carried out in accordance with the
                                                                     provisions of EU Regulation 2016/1011.
UCITS of UCITS or AIF (meeting the criteria of Article R.214-
13 of the Monetary and Financial Code): less than 10% of
                                                                     In accordance with Article 52 of Regulation (EU) 2016/1011 of
assets.
                                                                     the European Parliament and of the Council of 8 June 2016
                                                                     on indices used as benchmarks in financial instruments and
III.1.5      Management objective                                    financial contracts or to measure the performance of
The objective of the Fund, managed in a discretionary                investment funds and amending Directives 2008/45/EU and
manner, is to outperform its benchmark index – the STOXX®            2014/17/EU and Regulation (EU) No 596/2014 (hereinafter
Europe 600 Net Return EUR index (dividends reinvested) –             referred to as the “Benchmark Regulation” or “BMR”), as the
over the recommended five-year investment period.                    Management Company may refer to benchmark indices
                                                                     under the BMR regulation, it is considered a “User” of
The Fund takes sustainability risks and ESG characteristics          benchmark references:
into account in its selection process. In this regard, the Fund      • to ensure that the benchmark indices it uses within the
promotes environmental or social characteristics within the             European Union are supplied by administrators that are
meaning of Article 8 of the SFDR Regulation. The Fund is                legally authorised or registered with the European Union as
subject to a sustainability risk as defined in the risk profile of      benchmark       index     Administrators,      including    the
the prospectus.                                                         Administrator (Article 29); or to ensure that those originating
Although the Fund may invest in environmentally sustainable             from third countries respect the principle of equivalence
economic activities within the meaning of Regulation (EU)               and the regulatory requirements (Article 30-33);
2020/852 of the European Parliament and of the Council of 18         • to establish a suitable monitoring procedure for benchmark
June 2020 on the establishment of a framework to promote                indices allowing it to substitute a new index in the event that
sustainable investment and amending Regulation (EU) 2019/               one or more of the benchmark indices, including that of the
2088 ("Taxonomy Regulation"), it does not currently have a              index provided by the Administrator, that it uses should be
specific environmental objective and does not commit to                 substantially modified or cease to be published (Article 28).

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                                                                     volatility of the Index, Tracking Error, Sharp ratio, information
On the date of the latest update to this Prospectus, which is        ratio, etc.).
the date appearing on the first page, the Administrator has
obtained a registration under Article 32 and is therefore listed
                                                                     III.1.8      Investment strategy
in the publication of administrators and publication of
benchmarks maintained by ESMA (hereinafter referred to as
the “Benchmark Register - List of EU benchmark                       III.1.8.1. Strategies used
administrators and third country benchmarks”).
                                                                     The Fund's investment strategy consists in selecting
In accordance with Article 28.2 of the BMR Regulation, the           securities that offer returns equivalent to or higher than market
Management Company has a monitoring procedure for the                returns and securities with significant potential in terms of
benchmark indices used describing the measures to                    dividend growth.
implement in the case of substantial modifications made to an
index or in the event that this index is no longer available.        The selection of securities is initially carried out using
                                                                     quantitative criteria: securities are filtered from the universe of
Information concerning the benchmark indicator used                  European equities using defined ratios such as yield (dividend
by the Fund carried out in accordance with the                       divided by the share price), historical dividend growth, future
provisions of EU Regulation 2019/2088, the “Disclosure               dividend growth, pay-out (share of the profit distributed to
Regulation”                                                          shareholders), financial leverage (net debt/EBITDA, net debt
The attention of unitholders is drawn to the fact that the Index     ratio), etc. This approach makes it possible to determine the
does not take into account environmental, social or                  investment universe of the portfolio.
governance issues. The index is not an “EU Paris-Aligned and
Climate Transition-Benchmark”.                                       Qualitative analysis is subsequently carried out for each
                                                                     company in the investment universe. Each security, without
                                                                     disregarding the sectoral and economic climate, is therefore
III.1.7      Information to be                                       subject to an in-depth analysis to enable the manager to
             communicated to UCI investors                           assess its valuation potential, the quality of management, the
                                                                     company’s competitive position, its capital position, the
             on the management style                                 creation of social and societal value, etc. Within this universe,
                                                                     the manager will then select securities with high net returns
In accordance with Commission Regulation (EU) No 583/2010            (net dividend per share/share price) and securities with a
(“UCITS regulation”), as specified in particular by the answer       strong dividend growth potential.
to question 8 of section II of the ESMA Q&A relating thereto         The analysis will also cover the company's distribution policy
and the “Details of the information to be transmitted to             and the durability of the dividend in relation to the company's
investors of UCIs referring to a benchmark index” published          financial structure and its cash generation.
by the AMF (October 2019 version), it is specified that the          The Fund management is discretionary and based on
Fund's strategy is an active strategy, i.e. the management           convictions. It allows for a high degree of autonomy in the
objective is in no way to replicate the performance of any           choice of investments and allows the portfolio to be focused
index.                                                               on a limited number of securities. Sectoral and geographical
                                                                     distribution may change at any time on a discretionary basis,
In addition, although the Fund is managed – for comparison           owing to forecast earning prospects.
purposes only – with reference to the CAC All Tradable NR
index, it is not subject to any management constraint aimed at       The Fund does not use the exemption ratios stated in Article
significantly limiting the difference it can have with this index,   R.214-22 of the Monetary and Financial Code.
neither in terms of portfolio composition (investment universe,
sector allocation), nor in terms of deviation of the Fund's
                                                                     III.1.8.2. Assets used:
performance compared to the index (Tracking Error).

In order to allow the Unitholders to assess how the Fund is
                                                                     III.1.8.2.1. Shares:
actively managed in relation to its benchmark indicator,
holders may refer to the information as contained in the             The Fund may invest up to 100% of its assets in European
monthly reports of the fund and the annual report and                equities.
indicators of ex-post measurement (volatility of the Fund,
                                                                     The Manager may invest up to 20% of its net assets in
                                                                     qualified small capitalisation issuers

                                 UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022             11
Mandarine Equity Income - Prospectus

                                                                   AMF classification of UCITS or alternative investment funds:
The manager may invest up to 10% of the assets:                    all AMF classifications as described in the AMF instructions
- on international equity markets, excluding those in Europe;      specifying the operating regulations of the UCITS and AIFs
- in emerging issuers.
                                                                   The Fund may invest in trackers, listed index-linked funds and
III.1.8.2.2. Debt securities and money market                      Exchange Traded Funds on an ad-hoc basis.
             instruments
                                                                   III.1.8.2.4. Derivatives
The Fund may invest up to a maximum of 25% in debt
securities and money market instruments.                           The Fund may invest in financial futures (traded on regulated
                                                                   and organised markets, in France and abroad and/or OTC). In
As part of the cash management of the Fund, the Fund               this context, the Fund may take positions to offset fluctuations
Manager may use bonds, convertible bonds, debt securities,         in the market.
deposits and money market instruments.
The distribution of private/public debt is not determined in       The Fund transactions may therefore be:
advance, as it will be based on the market opportunities.          - to hedge equity risk in the portfolio;
Similarly, the Fund Manager will determine the duration and        - or exposing the portfolio to industrial sectors, shares,
the sensitivity of bonds held in the portfolio based on the          currencies or market indices through the use of instruments
management objectives and market opportunities. Issuers of           such as futures or options contracts.
securities in the portfolio must have an “Investment Grade”
rating from at least one recognised agency (e.g. at least BBB-     To a lesser extent, transactions may be entered into on the
from S&P, Moody's or Fitch), or their creditworthiness             OTC markets as part of treasury management or currency
estimated by the management company must correspond to             transactions.
this level (failing that, an equivalent short-term rating issued
by one of the three aforementioned agencies).                      The Fund may use up to a limit of 100% of the assets on
The Fund reserves the right to invest up to 25% in French          derivative instruments. The portfolio's exposure is not
money market instruments, as well as in securities issued on       intended to exceed 100%; however, for significant
foreign money markets denominated in euros, traded on              subscriptions or redemptions or major market fluctuations, the
regulated and non-regulated markets, in particular:                Fund may be temporarily exposed beyond 100%.
◦ Euro Commercial Papers;                                          All transactions are carried out within the global limit of the off
◦ Euro Medium Term Notes with a short maturity indexed on          balance sheet commitment of one times the Fund's assets.
   short-term references;
◦ Certificates of deposit;                                         III.1.8.2.5. Embedded derivatives (warrants, credit
◦ Commercial Paper;                                                             linked notes, EMTNs, subscription
◦ Treasury Bonds.                                                               warrants, etc.)

III.1.8.2.3. UCITS, AIF, investment funds and                      Nature of instruments used: Essentially, warrants,
             trackers or Exchange Traded Funds                     subscription warrants, and all types of bonds to which a
             (ETF)                                                 conversion or subscription right is attached. In particular, the
                                                                   Fund may invest in securities with exposure to shares
In order to manage the cash flow or gain access to markets or      (convertible bonds, exchangeable bonds or equity notes).
specific management styles (sectoral, geographical, etc.), the
Fund may invest up to 10% of its net assets in UCITS/AIFs.         Strategy for using embedded derivatives to achieve the
The Fund may invest in UCITS managed by Mandarine                  management objective: Transactions involving embedded
Gestion.                                                           derivatives are of the same nature as those for derivative
Investments will be made within the regulatory limits in:          instruments. The use of embedded derivatives is subject to
• French or foreign UCITS (UCITS);                                 their potential benefits in terms of cost/efficiency or liquidity.
• alternative investment funds (AIF) meeting the criteria set      The Fund may use up to a limit of 100% of the assets on
   out in Article R. 214-13 of the Monetary and Financial Code.    embedded derivatives.

                                                                   III.1.8.2.6. Deposits

 12     UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022
Mandarine Equity Income - Prospectus

The Fund may make deposits with a maximum term of 12               in the opposite direction of interest rates. This risk arises from
months with one or more credit institutions. The aim of these      the fact that, in general, the price of debt securities and bonds
deposits is to contribute to the cash holdings. Deposits           falls when interest rates rise.
denominated in euros or other currencies which adhere to the
four conditions of the Monetary and Financial Code can             Credit risk:
account for up to 100% of assets.                                  Credit risk is the risk that the issuer cannot meet its
                                                                   commitments. Credit risk is limited to debt securities and
III.1.8.2.7. Cash loans                                            money-market instruments, which may not make up more
                                                                   than a maximum of 25% of assets. Investors are reminded
In the course of normal business, the Fund may occasionally        that this risk may result in a decrease in the Fund's net asset
find itself in debt and may make use of cash loans in this case,   value.
up to a limit of 10% of its assets.

III.1.8.2.8. Temporary purchases and sales of                      Discretionary management risks:
             securities                                            The discretionary management style applied by the Fund is
                                                                   based on the selection of securities and on the expectations
Not applicable                                                     of the different markets. There is a risk that the Fund may not
                                                                   be invested in the best-performing securities at all times. As a
                                                                   result, the Fund's performance may be lower than the
III.1.8.3. Risk profile                                            investment objective. Furthermore, the net asset value of the
                                                                   Fund may decline. Performance largely depends on the Fund
Your money will primarily be invested in the financial             Manager's ability to anticipate market movements.
instruments selected by the Management Company. These
instruments will be subject to market trends. . The list of risk   Political and exceptional risks:
factors set out below is not exhaustive.                           These are any risks associated with a political or geopolitical
                                                                   situation, a decision or lack of decision by the political
The investor is primarily exposed to the following risks:          authorities or regional, national, transnational or supranational
                                                                   administrative authorities: nationalisation without sufficient
Capital risk:                                                      compensation,        embargoes,       protectionist   measures,
Investors should be aware that the performance of the Fund         secessionist movements, exclusion of certain markets,
may not be in line with its objectives and, because the Fund is    discriminatory taxation, resulting in lasting damage to public
not capital protected or guaranteed, investors may not recover     order and economic stability, etc. They also include the risks
the full amount of their invested capital.                         of civil or foreign war (whether declared or not), mines and all
                                                                   means of warfare, whether or not related to the disintegration,
Equity market risk:                                                fission or fusion of nuclei of light atoms, piracy, capture,
The Fund is exposed to one or more equity markets that could       capture or detention by any government or authority, riots,
experience substantial fluctuations. Equity risk corresponds       popular movements, strikes, lockouts, acts of sabotage or
to a decline on the equity markets. As the Fund is exposed to      terrorism.
equities, the net asset value may decline significantly. If the
equity markets fall, the value of the portfolio may decline.       When such intrinsically unpredictable events occur, there can
                                                                   be very significant financial consequences.
Exchange-rate risk:
This is the risk that fluctuations in foreign currencies could     Sustainability risk:
affect the value of securities held in the portfolio. The Fund     An environmental, social or governance event or situation
may hold, either directly or via UCITS or AIF, securities          which, if it occurs, could have a material adverse effect –
denominated in a currency other than the Fund's designated         actual or potential – on the value of the investment. . The
currency. Therefore, fluctuations in exchange rates could          occurrence of such an event or situation may also lead to a
result in a lower net asset value. The exchange risk may be        modification of the mutual fund's investment strategy,
hedged through derivatives.                                        including the exclusion of the securities of certain issuers.
                                                                   More specifically, the negative effects of sustainability risks
Interest-rate risk:                                                can affect issuers through a series of mechanisms, including:
Given its management orientation, the Fund may be exposed          (1) lower income; (2) higher costs; (3) damage or depreciation
to interest rate risk. Interest rate risk is represented by        in the value of assets; (4) higher capital cost; and (5)
fluctuations in the yield curve. The interest rate markets move    regulatory fines or risks. Due to the nature of sustainability

                                UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022           13
Mandarine Equity Income - Prospectus

risks and specific topics such as climate change, the               To a lesser extent, they are also exposed to the following
likelihood of sustainability risks impacting financial product      risks:
returns is likely to increase in the longer term.
                                                                    Emerging markets risk:
Risks associated with consideration of sustainability               The market practices and monitoring measures in the
risk:                                                               emerging markets may deviate from the standards prevailing
Currently, there is no universally recognised framework or list     on the large international markets: information on certain
of factors that must be considered for ensuring that                securities may be incomplete and liquidity may be lower. The
investments are sustainable, and the legal and regulatory           performance of these securities may therefore be volatile. If
framework governing sustainable finance is still under              the securities of the emerging markets fall, the net asset value
development.                                                        of the Fund may fall.
The application of ESG criteria to the investment process as
part of the inclusion of sustainability risks may exclude           Counterparty risk:
securities of certain issuers for non-financial reasons, which      The Fund is exposed to the counterparty risk that results from
may involve giving up certain market opportunities available to     the use of financial futures. Contracts for these financial
other funds that do not use ESG or sustainability criteria. The     instruments may be concluded with one or more credit
focus of the fund manager on issuers of securities which have       institution(s) that is/are not able to honour their commitments
sustainable features may affect the investment performance          under these instruments. Investors are reminded that this risk
of a Sustainable Fund and lead to a return which, at times, will    may result in a decrease in the Fund's net asset value.
be lower than that of similar funds that have no sustainable
approach or which would apply non-financial criteria. The           Risks linked to investments in small cap securities:
sustainable or non-financial characteristics used in a fund's       Given its management orientation, the Fund may be exposed
investment policy may prevent it from buying certain securities     to small cap securities, which may carry liquidity risk owing to
which, in other circumstances, would offer advantages, and/         their specific characteristics. Due to the restricted nature of
or from selling securities because of their sustainable             the market, the performance of such securities is more
characteristics despite the harm that could thereby result. In      pronounced and may rise or fall sharply. This may result in an
the short term, a focus on securities from issuers with             increase in the volatility of the net asset value.
sustainable characteristics could positively or negatively affect
the performance of the Fund's investments compared to               III.1.8.3.1. Target investors and typical investor
similar funds without this focus. In the long term, this approach                profile
should have a favourable effect, but no guarantee is given in
this regard.                                                        Target investors
The ESG information available, whether it comes from third-
party data providers or the issuers themselves, may be              ▪ With regard to M units:
incomplete, inaccurate, patchy, or unavailable, which can           All subscribers, in particular Suravenir.
have a negative impact on a portfolio that relies on this data to
assess the appropriate inclusion or exclusion of a security. In     ▪ With regard to I, I(d) and L units:
addition, it is possible that a security or a stock could be        All subscribers, in particular Institutional investors.
incorrectly valued.
The sustainable finance approach will have to evolve and            ▪ With regard to L(d) units
develop over time, both due to the refinement of investment         Exclusively for legal persons subject to German legal and tax
decision-making processes aimed at taking ESG factors and           rules, especially those relating to the provisions of Section 5
risks into account, and due to legal and regulatory                 Investmentsteuergesesetz and also legal persons governed
developments.                                                       by Austrian law.
No statement has been made and no warranty has been given
regarding the impartiality, accuracy, completeness or               ▪ With regard to R, F, F(d) and R(d) units:
coverage of the sustainable or extra-financial features.            All subscribers. For F and F(d) units: units reserved for all
                                                                    investors and, solely as part of subscription or distribution
However, it should be noted that, although sustainability risks     within the European Union, those who are:
are considered systematically, no single aspect (including          (a) Financial intermediaries who, owing to regulations
extra-financial ratings) could prevent the Fund Manager from        applicable to their situation, are not authorised to receive or
making an investment as investment decisions remain                 hold any non-monetary fees or benefits; or
discretionary.                                                      (b) Subscribers subscribing to portfolio management services
                                                                    on behalf of third parties (management by mandate) and/or

 14     UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022
Mandarine Equity Income - Prospectus

independently provided investment consulting within the
meaning of Directive 2014/65/EU of the European Parliament                 • The Fund's management company has the authority to
and of the Council of 15 May 2014 on markets in financial                  impose restrictions (i) on the ownership of Units for a "US
instruments within the European Union (the MiFID II                        Person" and thus proceed with the compulsory redemption of
Directive);                                                                the Units held, or (ii) on the transfer of Units to a "US Person".
(c) Distributors subscribing in the context of investment advice           This authority also extends to any person (a) who appears,
not considered to be independent within the meaning of                     directly or indirectly, to be in violation of the laws and
Directive MIF2, on the basis of a contract with their customer             regulations of any country or any government authority, or (b)
and where such a distributor neither receives nor holds on to              who could, in the Fund's management company's opinion,
any commission or other non-monetary benefit under                         cause the Fund to suffer damage that it would not otherwise
Directive MIF2.                                                            have endured or suffered.

• Investor profile                                                         • The offer of Units has not been authorised or rejected by the
The Fund is open to any investor seeking a dynamic return                  SEC, the specialised commission of a US State or any other
who agrees to be exposed to significant equity risk. The                   US regulatory body, no more than the aforementioned
appropriate amount to be invested in the Fund depends on                   authorities have delivered a verdict or sanctioned the merits of
each investor's personal situation. To determine this,                     this offer, or the accuracy or adequate nature of the
investors must take into account their personal assets, their              documents relating to this offer. Any assertion to this effect is
current and future needs, investment horizon, and also their               against the law. All Unitholders must inform the Fund
willingness to take risks or opt instead for a more cautious               immediately in the event that they become a "US Person". Any
investment. Investors are also strongly advised to diversify               unitholder who becomes a U.S. Person will no longer be
their investments in order to avoid exclusive exposure to the              authorised to acquire new Units and they may be requested to
risks of this Fund.                                                        give up their Units at any time to the benefit of persons who
                                                                           do                             not                         have
Special warning "US Person" US SEC Regulation S (Part                      "U.S. Person" status. The Fund's management company
230 – 17 CFR 2330.903)/US Investors:                                       reserves the right to proceed with the compulsory redemption
These Fund units have not been registered under the US                     of any Unit held, directly or indirectly, by a "US Person", or if
Securities Act of 1933. Consequently, they may not be offered              the ownership of Units by any person whatsoever is against
or sold, directly or indirectly, in the United States or on behalf         the law or the interests of the Fund.
of or to the benefit of a “US person” as defined by the US
“Regulation S”. Furthermore, the units of this fund also cannot            • Recommended investment period: over five years.
be offered or sold, directly or indirectly, to "US persons" and/
or to any entities held by one or more "US persons" as defined             III.1.8.4. Methods of determining and
by the US "Foreign Account Tax Compliance Act (FATCA)"
regulation. (The definitions of a “US Person” or an “effective
                                                                                      allocating income
beneficiary” are available at the following address: http://               The Fund's units are capitalisation/distribution units, with the
www.sec.gov/about/laws/secrulesregs.htm              and http://           exception of units with “(d)” in their name, which are
www.irs.gov/Businesses/Corporations/Foreign-Account-Tax-                   distribution units.
Compliance-Act-FATCA).                                                     The “M” unit is a capitalisation and/or distribution unit.
                                                                           The management company reserves the right to capitalise
• Any resale or transfer of units to the United States of                  and/or distribute net income, in full or in part, or to it carry
America or to a "US Person" can constitute a violation of US               forward. Allocation of capital gains realised: The management
law and requires prior written consent from the mutual fund's              company reserves the right to opt for capitalisation and/or
management company. Any persons wishing to acquire or                      distribution. Where applicable, net capital gains may, at the
subscribe to the Units will have to certify in writing that they           discretion of the management company, be wholly or partly
are not "U.S. Persons".                                                    distributed annually or carried forward.

III.1.8.5. Characteristics of units
                                        Currency                                                   Minimum
            Code        Distribution of                                       Minimum initial                    Initial net asset Decimalis
                                        denomin       Target investors                            subsequent
             ISIN           income                                            subscription (1)                         value         ation
                                          ation                                                   subscription
                                                       All subscribers,
 M                       Capitalisation/                                           EUR             1/10000th
        FR0010147728                       EUR         and in particular                                             EUR 100       1/10000
units                     Distribution                                          40,000,000          of a unit
                                                         to Suravenir

                                 UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022                  15
Mandarine Equity Income - Prospectus

                                        Currency                                                     Minimum
            Code        Distribution of                                          Minimum initial                   Initial net asset Decimalis
                                        denomin       Target investors                              subsequent
            ISIN            income                                               subscription (1)                        value         ation
                                          ation                                                     subscription
                                                        All subscribers
  I                                                                                    EUR           1/10000th
        FR0010396374     Capitalisation    EUR     in particular Institutional                                        EUR 100       1/10000
  I                                                                                 1,000,000         of a unit
                                                            investors
 R                                                                                    EUR            1/10000th
        FR0010396382     Capitalisation    EUR          All subscribers                                               EUR 100       1/10000
units                                                                                  50             of a unit
                                                                                      EUR            1/10000th
F units FR0013300795     Capitalisation    EUR        All subscribers (2)                                             EUR 100       1/10000
                                                                                       50             of a unit
F(d)                     Capitalisation/                                              EUR            1/10000th
        FR0013300803                       EUR        All subscribers (2)                                             EUR 100       1/10000
units                     Distribution                                                 50             of a unit
R(d)                     Capitalisation/                                              EUR            1/10000th
        FR0013300811                       EUR          All subscribers                                               EUR 100       1/10000
units                     Distribution                                                 50             of a unit
                                                        All subscribers
I(d)                     Capitalisation/                                              EUR            1/10000th
        FR0013300829                       EUR     in particular Institutional                                        EUR 100       1/10000
units                     Distribution                                              1,000,000         of a unit
                                                            investors
                                                        All subscribers
                                                                                      EUR            1/10000th
L units FR0013300837     Capitalisation    EUR     in particular Institutional                                        EUR 100       1/10000
                                                                                   40,000,000         of a unit
                                                            investors
 L(d)   FR0014001681    Distribution (3)   EUR     Institutions governed by           EUR            1/10000th        EUR 100
units                                               German and Austrian            40,000,000         of a unit                     1/10000
                                                            law (4)

(1) Excluding the management company, which may only take                   Subscription and redemption requests are processed on
out one unit.                                                               every valuation day until 1:00 p.m. Paris time (cut-off time) via
(2) For F and F(d) units: units reserved for all investors and,             the centralising agent and are executed on the basis of the
solely as part of subscription or distribution within the                   next net asset value, i.e. at an unknown price. Payments
European Union, those who are:                                              relating thereto are made on the second trading day following
(a) Financial intermediaries who, owing to regulations                      the net asset value date.
applicable to their situation, are not authorised to receive or
hold any non-monetary fees or benefits; or                                  It is possible to invest in whole and/or fractions of units;
(b) Subscribers subscribing to portfolio management services                redemptions are only made in quantities of units (ten
on behalf of third parties (management by mandate) and/or                   thousandths).
independently provided investment consulting within the                     Fund unit subscriptions and redemptions can be addressed
meaning of Directive 2014/65/EU of the European Parliament                  to:
and of the Council of 15 May 2014 on markets in financial
instruments within the European Union (the MiFID II                         • The centralising agent by delegation:
Directive);
(c) Distributors subscribing in the context of investment advice            BNP PARIBAS SECURITIES SERVICES
not considered to be independent within the meaning of                      Registered office: 3 Rue d’Antin – 75002 PARIS.
Directive MIF2, on the basis of a contract with their customer              Postal address: Grands Moulins de Paris - 9, Rue du
and where such a distributor neither receives nor holds on to               Débarcadère – 93500 PANTIN Cedex.
any commission or other non-monetary benefit under                          Subscriptions and redemptions are processed at 1 p.m., Paris
Directive MIF2.                                                             time (cut-off time).
(3) Distribution frequency of L(d) units: quarterly                         Date and frequency of calculation of the net asset value: daily,
(4) Legal persons subject to German legal and tax rules,                    for all units. The net asset value is calculated every business
especially those relating to the provisions of § 5                          trading day of the French financial markets (Euronext Paris
Investmentsteuergesesetz and also legal persons governed                    S.A. Official Calendar).
by Austrian law.
                                                                            The net asset value of the Fund is available on request from:
III.1.8.6. Subscription and redemption                                      - MANDARINE GESTION – 40, Avenue George V – 75008
                                                                              Paris;
           methods                                                          - or      at     the       following      e-mail      address:
                                                                              serviceclient@mandarine-gestion.com.

 16     UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022
Mandarine Equity Income - Prospectus

                                                                                Subscription and redemption transactions resulting from a
The net asset value is also available on the website:                           order transmitted after the time mentioned in the prospectus
www.mandarine-gestion.com.                                                      (late trading) are prohibited.

Investors wishing to subscribe to units and unitholders wishing                 Pursuant to Article L. 214-8-7 of the Monetary and Financial
to redeem units should contact their account holding                            Code, both the redemption by the Fund of its units and the
institution regarding the cut-off time for processing their                     issue of new units may be suspended temporarily by the
subscription or redemption request. The latter may be before                    Management Company if required by exceptional
the processing cut-off time mentioned above.                                    circumstances and if this is in the interests of the unitholders.

Orders are executed in accordance with the table below:

    D (working day)       D (working day)             D: day on which
        in Paris               in Paris                  the NAV is            D+1 trading day          D+2 trading day       D+2 trading day
    (Valuation Day)        (Valuation Day)               established

Processing before 1pm       Centralisation                                    Publication of the net
                                                     Execution of the order                                Payment of             Payment of
     for subscription     1pm for redemption                                   asset value (dated
                                                       on D at the latest                                 subscriptions          redemptions
         orders1                 orders1
                                                                                 Valuation Day)

1
 Excluding any specific delay agreed with your financial institution.

III.1.8.7. Fees and commissions                                                 the redemption price. The fees paid to the Fund are used to
                                                                                offset the costs incurred by the Fund for investing or divesting
The subscription and redemption fees are added to the                           assets. Unallocated fees are made available to the marketing
subscription price paid by the investor or are deducted from                    networks.

        Fees charged to the investor levied on
                                                                                    Base                             Rate/Scale All units
           subscriptions and redemptions
             Subscription fee not paid to the Fund                                                                        2% maximum
              Subscription fee paid to the Fund                                                                              None
                                                                      Net asset value X number of units
             Redemption fee not paid to the Fund                                                                             None
             Redemption fee paid to the Fund                                                                                 None

Exemption from subscription fees for M units: Subscriptions made by Suravenir and all associated entities will be exempt from
subscription fees.

Operating and management fees:

These fees cover all costs charged directly to the Fund, apart from transaction fees. Transaction fees include intermediation fees
(brokerage, stock market tax, etc.) and any turnover fees (see table below “Fees charged to the Fund”).
In addition to operating and management fees, there may also be:
- outperformance fees. These are paid to the management company when the fund exceeds its objectives. They are therefore
  invoiced to the Fund;
- turnover fees charged to the Fund.

                                                            Rate/Scale           Rate/          Rate/        Rate/         Rate/Scale          Rate/
     Fees invoiced to the Fund               Base
                                                             M units             Scale          Scale        Scale        F, F(d) units        Scale

                                   UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022                        17
Mandarine Equity Income - Prospectus

                                                                          I, I(d)                         R(d)                           L(d)
                                                                                         R units
                                                                           units                          units                          units

      Maximum financial management
                  fees                                                                                   1.95%
                                                           0.60%           0.90%           2.20%                         1.10%           0.75%
1       External administrative costs    Net assets                                                   including all
                                                        including all   including all   including all                 including all   including all
       to the Management Company                                                                          taxes
                                                            taxes           taxes           taxes                         taxes           taxes
                  maximum
          Maximum indirect fees
2     (Commissions and management        Net assets                                               None*
                  fees)
    Maximum turnover fees paid to the   Transaction
3                                                                         0 to 0.18% incl. tax on the gross amount of the deal
         Management Company               amount
    Maximum turnover fees paid to the   Fixed fee per
                                                                                            €0 to €115 incl. tax
        depositary/custodian (2)         transaction
4         Outperformance fee (1)         Net assets          15% of the outperformance over the STOXX® Europe 600 NR 1)                   N/A

(*) UCITS of UCITS or AIF: less than 10%                                 This period is fixed at five years.

1) From 1st January 2022, the outperformance fee will be                 Condition of positivity
calculated as follows:                                                   A provision cannot be made and a fee can only be collected if
                                                                         the fund's performance is strictly positive over the year (NAV
the outperformance fee corresponds to a variable charge and              greater than the NAV at the start of the year).
is contingent on the Fund achieving a positive performance
over the financial year and outperforming its benchmark over
the observation period.                                                  Crystallisation
                                                                         The crystallisation period, i.e. the frequency with which the
Calculation method                                                       accrued performance fee, if any, must be paid to the
The calculation of the amount of the performance fee is based            management company, is twelve months.
on a comparison between the performance of the Fund and
that of a notional UCI that achieves the performance of its              The initial crystallization period will end on the last day of the
benchmark and has the same subscription and redemption                   financial year ending 31 December 2022.
pattern as the actual Fund.
                                                                         Observation period
The outperformance generated by the Fund on a given date is              The initial observation period will start with a duration of 12
defined as the difference between the net assets of the Fund             months starting at the beginning of 2022.
and the assets of the notional fund on the same date.
                                                                         At the end of a crystallisation period, one of the following three
Provisioning                                                             situations may occur:
Each time the net asset value (NAV) is established, the
performance fee is subject to a provision (of 15% of the                 - The Fund posts an underperformance over the observation
outperformance above the STOXX® Europe 600 NR index) if                  period. In this case, no provision is taken, and the observation
the Fund's performance exceeds that of the notional UCI over             period is extended by one year, up to a maximum of five
the observation period, or to a reversal of the provision limited        years (reference period).
to the existing allocation in case of underperformance.                  - The Fund posts an outperformance over the observation
                                                                         period but underperformed negatively over the year. In this
Catching up on underperformance and reference period                     case, no provision is taken, but a new observation period of
The reference period is the period during which the                      twelve months shall begin.
performance is measured and compared to that of the                      - The Fund posts an outperformance over the observation
benchmark index and at the end of which it is possible to reset          period and a positive absolute performance over the year. In
the compensation mechanism for the underperformance (or                  this case, the management company shall receive the
negative performance) passed.                                            provisioned fee (crystallisation) and a new observation period
                                                                         of twelve months shall begin.

 18      UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - January 2022
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