Mandarine Valeur Prospectus - April 2021

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Mandarine Valeur
                        Prospectus
                               April 2021

French Mutual Fund (Fonds Commun de Placement Français)
    UCITS governed by French law covered by Directive 2014/91/EU - UCITS V
Mandarine Valeur -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 PLACE WHERE THE LATEST ANNUAL REPORT AND THE LATEST INTERIM REPORT CAN
             BE OBTAINED                                                                                 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.2.1        ISIN codes                                                                          10
     III.2.2        Management objective                                                                10
     III.2.3        Benchmark index                                                                     10
     III.2.4        Information to be communicated to UCI investors on the management style             11
     III.2.5        Investment strategy                                                                 11

  IV. COMMERCIAL INFORMATION                                                                            21

  V. INVESTMENT RULES                                                                                   21

  VI. GLOBAL RISK                                                                                       21

  VII. RULES FOR ASSET ACCOUNTING METHODS AND VALUATION                                                 22

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

  VIII. REMUNERATION                                                                                    23

  IX. REGULATIONS                                                                                       24

  SECTION I - ASSETS AND UNITS                                                                          24
     ARTICLE 1 - CO-OWNERSHIP UNITS                                                                     24

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    ARTICLE 2 - MINIMUM AMOUNT OF ASSETS                                                                             24
    ARTICLE 3 - ISSUE AND REDEMPTION OF UNITS                                                                        24
    ARTICLE 4 - CALCULATION OF THE NET ASSET VALUE                                                                   26

  SECTION II – FUND OPERATION                                                                                        26
    ARTICLE 5 - THE MANAGEMENT COMPANY                                                                               26
    ARTICLE 5A - OPERATING RULES                                                                                     26
    ARTICLE 6 - THE DEPOSITARY                                                                                       26
    ARTICLE 7 - THE STATUTORY AUDITOR                                                                                26
    ARTICLE 8 - FINANCIAL STATEMENTS AND MANAGEMENT REPORT                                                           26

  SECTION III – INCOME ALLOCATION PROCEDURES                                                                         27
    ARTICLE 9 – PROCEDURES FOR ALLOCATING INCOME AND AMOUNTS AVAILABLE FOR DISTRIBUTION                              27

  SECTION IV - MERGERS - DEMERGERS - DISSOLUTION - LIQUIDATION                                                       27
    ARTICLE 10 - MERGERS - DEMERGERS                                                                                 27
    ARTICLE 11 - DISSOLUTION - EXTENSION                                                                             27
    ARTICLE 12 - LIQUIDATION                                                                                         28

  SECTION V - DISPUTES                                                                                               28
    ARTICLE 13 - JURISDICTION - CHOICE OF DOMICILE                                                                   28

                               UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

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

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

I.3 LEGAL FORM AND MEMBER STATE IN WHICH THE UCITS WAS
    ESTABLISHED
Mutual fund (Fonds Commun de Placement) under French law.

I.4 DATE OF CREATION AND INTENDED DURATION
This Fund was created on 20 December 2007 for a period of 99 years.

I.5 OVERVIEW OF THE MANAGEMENT OFFER
                           Allocation Curren                                          Minimum
                                                                                                   Minimum            Initial
              Code              of        cy                 Target                     initial                                 Decimalis
                                                                                                  subsequent        net asset
              ISIN        distributable denomi             investors                 subscription                                 ation
                                                                                                  subscription        value
                              sums      nation                                            (2)
                                                               All                        EUR         1/10,000th      EUR
R units FR0010554303 Capitalisation         EUR                                                                                  1/10,000
                                                           subscribers                     50         of the unit      500
                                                                                          EUR         1/10,000th      EUR
 F units FR0013140092 Capitalisation        EUR            Reserved (6)                                                          1/10,000
                                                                                           50         of the unit      500
                                                              Spanish                     EUR         1/10,000th      EUR
S units FR0011008796 Capitalisation         EUR                                                                                  1/10,000
                                                   and Italian subscribers (3)          300,000       of the unit     5,000
                                                      Institutional investors             EUR         1/10,000th      EUR
 I units FR0010558841 Capitalisation        EUR                                                                                  1/10,000
                                                    and equivalent investors           1,000,000      of the unit     5,000
                                                    Institutions governed by              EUR         1/10,000th      EUR
G units FR0010806778       Capitalisation   EUR                                                                                  1/10,000
                                                  German and Austrian law (1)          1,000,000      of the unit     5,000
                                                                                          EUR         1/10,000th      EUR
M units FR0010606814 Capitalisation         EUR   Institutional and equivalent (2)                                               1/10,000
                                                                                      40,000,000      of the unit    50,000
                                                            Institutional
                                                                                         EUR          1/10,000th      EUR
P units FR0011679018 Capitalisation         EUR           PensionKassen                                                          1/10,000
                                                                                     50,000,000 (5)   of the unit    100,000
                                                            Austrian (4)
                                                      Institutional investors             EUR         1/10,000th      EUR
 L units FR0010865592 Capitalisation        EUR                                                                                  1/10,000
                                                    and equivalent investors          40,000,000      of the unit    50,000
 I (D)                    Capitalisation/             Institutional investors             EUR         1/10,000th      EUR
          FR0011759414                      EUR                                                                                  1/10,000
 units                     Distribution             and equivalent investors           1,000,000      of the unit     5,000
                                                      Institutional investors             EUR         1/10,000th      EUR
 T units FR0011908169 Capitalisation        EUR                                                                                  1/10,000
                                                    and equivalent investors          10,000,000      of the unit    50,000
                                                   Unit reserved to Mandarine             EUR         1/10,000th      EUR
O units FR0012217057 Capitalisation         EUR                                                                                  1/10,000
                                                   Funds SICAV sub-funds (5)            500,000       of the unit     1,000
L units                                             Institutions governed by             EUR          1/10,000th      EUR
           FR0014001K72    Capitalisation   EUR                                                                                  1/10,000
  (g)                                             German and Austrian law (1)         40,000,000      of the unit    50,000

          UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

(1) 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.
(2) except the Management Company, which may only take out one unit.
(3) Unit reserved for institutional and equivalent investors whose registered office or place of residence is located in Italy or Spain.
(4) Units reserved for Austrian Pensionkassen.
(5) O units exclusively reserved for the feeder fund Mandarine Valeur Funds, sub-fund of the SICAV Mandarine Funds SICAV
governed by Part I of the Law of 17 December 2010, as amended.
(6) For F units: shares reserved for all investors and, in the context of subscription or distribution within the European Union, that
are intended solely for:

• Financial intermediaries who are not authorised, in virtue of the regulations applicable to them, to receive and/or hold on to any
  commissions or non-monetary benefits; or
• Subscribers subscribing to portfolio management services on behalf of third-parties (management mandate) and/or
  independently-provided investment advice 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);
• Distributors subscribing in the context of investment advice not considered to be independent within the meaning of Directive
  MiFID II on the basis of a contract with their customer, and/or where such a distributor neither receives nor holds on to any
  commission or other non-monetary benefit under MiFID II Directive.

I.6 INDICATION OF THE PLACE WHERE THE LATEST ANNUAL REPORT
    AND THE LATEST INTERIM REPORT CAN BE OBTAINED
The Fund's prospectus, 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
email: serviceclient@mandarine-gestion.com
The Fund’s prospectus, as well as 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 breakdown of the UCITS
portfolio to enable some of its investors, in particular institutional investors, to comply with their obligations derived notably from
Directive 2009/138/EC “Solvency II”) with respect to transparency(SCR - Solvency Capital Requirement). The Management
Company will ensure that each investor who is a recipient of this information has established procedures for managing sensitive
information prior to the transmission of the composition of the portfolio so that such information is used only for calculating
prudential requirements. These procedures must also prevent the practices of market timing orlate trading. .

I.7 Publication of sustainability information
Regulations(EU)2019/2088 on thepublicationof information on sustainability in financialservicessector(referred to as
the“Disclosure Regulation”)

Asafinancial services provider,themanagementcompanyof theUCIissubject toRegulation2019/2088of27November 2019 on the
publication of information onsustainability in the financial services sector (referred to as the“Disclosure Regulation”).
ThisRegulationestablishesharmonisedrulesforfinancialmarket stakeholders relating to transparency withregardto the
integrationofrisksin mattersof sustainability (Article 6 of the Regulation), taking account ofnegative impacts on sustainability,
promotingenvironmental or social characteristics in theinvestment process (Article 8 of the Regulation) or
thesustainableinvestmentobjectives (Article9of theRegulation)

The                  sustainableinvestmentcorrespondstoaninvestmentinaneconomic                       activitythatcontributes
toanenvironmental objectivemeasuredfor examplebykey indicatorsinterms of effectiveuse ofresourcesinvolvingthe useof
energy,renewable energy, raw materials, water and land, interms of waste production and greenhouse gas emissionsor in terms

                                    UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

of effects on biodiversity and the circular economy, or an investment in an economic activitythat contribute to a social objective, in
particularan investment that contributes to the fight against inequalityor that promotes social cohesion, social integration
andlabourrelationsoraninvestmentinhuman                                capitaloreconomicallyorsociallydisadvantagedcommunitiestothe
extentthattheseinvestments do not cause material damage to anyoftheseobjectivesandthatthecompanies inwhichtheinvestments
are made applygood governance practices, in particular with regard tothe healthofmanagement structures,relations withstaff,
remuneration of qualified staff and compliance withtaxobligations.
Theriskinmattersofsustainabilityisdefinedasanevent orasituationinTheenvironmental,socialorgovernancesectorwhich,if it occurs,
could have a material negative impact,realor potential,on thevalueof the investment.
It should be noted that this risk can therefore be understood as aspecific categoryof financial risk(measured byitspotential
negative impacton theyieldof the portfolio).
Consideration ofthesustainability riskis manifestedmainlyas follows intheimplementationof portfolio management:
• Likeanyotherriskwith a potentially majorimpact ontheportfolio yield, the sustainability risk is taken into consideration by
management before acquiring a security andthroughout the investment process. To achieve this objective, managementcan,in
particular, rely uponthe expertiseofMandarine Gestion’steam of ESG analysts.
• A summary sustainability risk indicator (ISRD) hasbeen developed and is used to measure the exposure ofeach portfolio to the
sustainability risk. Limits areplaced on the Fund on the basis of this indicator and mayrequireadjustmentsto the portfolioin
theevent thatthey arebreached.
• Exclusion lists are maintained by the ESG risk and analysis, with the purpose of prohibiting the purchaseof securities presenting
a particularly high sustainability risk. Inparticular,issuersthat are subject toserious controversy may be placed under surveillance
orbannedfrominvestment.
The Fund'ssustainabilityrisk exposureismeasuredonascale ofrisk exposurefrom1to5(from negligible to severe risk), based on the
level of the ISRD calculated for theFund.At the date of publication of the prospectus, theFundpresents,based on the
Management Company's analysis,a level 3sustainability risk exposure,which representsamoderate risk.

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Mandarine Valeur -Prospectus

                                                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).
Public limited company registered with the Registre du
Commerce et des Sociétés (Trade and Companies Register)             To manage these situations, the Depositary has implemented
of Paris under number 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 at the Trade and Companies Register under                  insider lists, and dedicated IT environments;
number 552 108 011, is an insitution approved by the Autorité       ◦ by implementing on a case-by-case basis:
de Contrôle Prudentiel et de Résolution (ACPR) and subject          ✔ preventive and appropriate measures such as the creation
to the supervision of the Financial Markets Authority (AMF),           of ad hoc watchlists, new Chinese walls, or verifying that
whose registered office is at 3, rue d'Antin, 75002 Paris.             transactions are properly processed and/or informing
                                                                       affected customers
As part of the Fund's liabilities management, the subscription,     ✔ or by refusing to manage activities that may give rise to
redemption and issuer account holding processing functions             conflicts of interest.
are carried out by the depositary in connection with Euroclear
France, through which the units are registered.                     Description of any custodial functions delegated by the
                                                                    Depositary, list of delegates and sub-delegates and
Description of the responsibilities of the Depositary and           identifying conflicts of interest likely to arise from such
potential conflicts of interest                                     delegation
                                                                    The UCITS Depositary, BNP Paribas Securities Services
Directive 2009/65/EC, as amended by Directive 2014/91/EU,           SCA, is responsible for the custody of the assets (as defined
referred to as "UCITS 5", specifies the responsibilities of         in Article 22.5 of Directive 2009/65/EC, as amended by
UCITS depositories. It entered into force on 18 March 2016.         Directive 2014/91/EU). In order to provide services related to
The Depositary has three types of responsibilities: monitoring      the safekeeping of assets in a large number of countries,
the compliance of the decisions of the Management Company           enabling the UCITS to achieve their investment objectives,
(as defined in Article 22.3 of the Directive), monitoring of cash   BNP Paribas Securities Services SCA has appointed sub-
flows of the UCITS (as defined in Article 22.4), and custody of     custodians in countries where BNP Paribas Securities SCA
the UCITS' assets (as defined in Article 22.5). All of these        services would have no local presence. These entities are
responsibilities are set out in a written contract between the      listed on the following website:
Management Company, MANDARINE GESTION, and the                      http://securities.bnpparibas.com/solutions/asset-fund-
Depositary, BNP PARIBAS SECURITIES SERVICES.                        services/depositary-bank-and-trustee-serv.html
                                                                    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 - April 2021
Mandarine Valeur -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
                                                                Public limited company registered with the Registre du
Establishment in charge of holding the issue account: BNP       Commerce et des Sociétés (Trade and Companies Register)
Paribas Securities Services.                                    of Paris under number 552 108 011.
                                                                Credit establishment approved by the Autorité de Contrôle
                                                                Prudentiel et de Résolution.
II.3 STATUTORY AUDITOR                                          Registered office: 3, Rue d’Antin - 75002 PARIS
DELOITTE & ASSOCIES                                             Postal address: Grands Moulins de Pantin - 9, Rue du
Represented by Olivier Galienne                                 Débarcadère – 93500 PANTIN CEDEX
Tour Majunga                                                    Credit establishment approved by the Autorité de Contrôle
6 place de la Pyramide                                          Prudentiel et de Résolution.
92908 Paris-La Défense cedex

                                                                II.6 APPOINTED
II.4 MARKETER
MANDARINE GESTION
                                                                     REPRESENTATIVES
40, Avenue George V - 75008 PARIS                               • Administrative management and accounting:
                                                                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
company.                                                        The delegation agreement covers the accounting
                                                                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.

       UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
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          III. OPERATING AND MANAGEMENT PROCEDURES
III.1 GENERAL                                                      the Fund depend on the tax provisions applicable to the
                                                                   investor's particular situation and their tax residency. Thus,
      CHARACTERISTICS                                              certain revenue distributed in France by the Fund to non-
                                                                   residents is liable to withholding tax in this state.
III.1.1        Features of the units or shares                     Abroad (in the fund’s investment countries), capital gains
- ISIN codes:                                                      realised on the sale of foreign transferable securities and
R units:      FR0010554303                                         income from foreign sources earned by the fund as part of its
F units:      FR0013140092                                         management may, where applicable, be subject to taxation
I units:      FR0010558841                                         (usually in the form of a withholding tax). Taxation abroad
G units:      FR0010806778                                         may, in certain limited cases, be reduced or nullified in the
M units:      FR0010606814
                                                                   event of applicable tax agreements.
S units:      FR0011008796
L units:      FR0010865592
                                                                   With regards to unitholders of the Fund:
P units:      FR0011679018
                                                                   - Unitholders resident in France: Capital gains or losses
I (D) units:  FR0011759414
T units:      FR0011908169                                         realised by the Fund, revenue distributed by the Fund and
O units:      FR0012217057                                         capital gains or losses recorded by the unitholder are subject
                                                                   to current tax legislation.
L (g) units:    FR0014001K72
                                                                   - Unitholders residing outside of France: Subject to tax
                                                                   agreements, the taxation provided for in Article 150-0 A of the
- Nature of the right attached to the category of units: Each
                                                                   CGI is not applicable to capital gains earned on the
  unitholder has a right of co-ownership to Fund assets in
                                                                   redemption or sale of units of the Fund by persons not fiscally
  proportion to the number of units held.
                                                                   resident in France under Article 4 B of the CGI or whose
- Entry on a register or specification of the methods for
                                                                   registered office is located outside of France, on condition that
  managing liabilities: Liabilities are managed by the BNP
                                                                   such persons have not held, directly or indirectly, more than
  PARIBAS SECURITIES SERVICES.
                                                                   25% of the units at any time during the five years preceding
- The Fund is registered with Euroclear France.
                                                                   the redemption or sale of their units (CGI Article 244a C).
- Voting rights: no voting rights are attached to units, as
                                                                   Unitholders residing outside France shall be subject to the
  decisions are taken by the management company.
                                                                   provisions of tax legislation in effect in their own country of
  However, information on changes in the operation of the
                                                                   residence.
  Fund is provided to the unitholders either personally,
                                                                   Investors benefiting from the Fund as part of a life insurance
  through the press or by any other means in accordance with
                                                                   contract shall be subject to taxation applicable to life
  the regulations.
                                                                   insurance contracts.
- Form of units: all units are in bearer form.
- Decimalisation of the units:   ✔ Yes:        ✗ No                TaxsysteminGermany:
Number of decimal places:                                          TheFundisqualifiedas        an"Aktienfonds”in     themeaningof
                                                                   German           tax       legislation(§2Abs.6InvStG);investing
  ✗ tenths       ✗ hundredths ✗ thousand ✔ ten
                                                                   in"Kapitalbeteiligungen" according to §2Abs. 8 InvStG will
                                ths        thousandths             continuously exceed 50% of net assets.
III.1.2        Closing date                                        NB:depending on your tax system, any capital gains and
                                                                   income associated with holding units in the Fund could be
Last trading day of December.
                                                                   subject to taxation. We recommend that you consult your
                                                                   usual tax adviser for information on this matter.
III.1.3        Information on the tax system
The Fund itself is not subject to taxation. However, unitholders   ✔ Eligible for ✗ DSK            ✗ Madelin law ✗ PERP
may incur taxation on any revenue distributed by the Fund,           PEA (equity contract
where paid, or when selling the securities.                          savings
                                                                     plan)
The tax regime applicable to the amounts distributed by the
Fund or any realised or unrealised capital gains or losses of

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Mandarine Valeur -Prospectus

III.2 SPECIAL PROVISIONS                                             However, the Fund's objective is not to reproduce the
                                                                     performance of this index in any manner. The Fund's
III.2.1        ISIN codes                                            investments are made on the basis of criteria that could result
R units:       FR0010554303                                          in significant variations compared to the performance of this
F units:       FR0013140092                                          index. Investments in companies are made on the basis of
I units:       FR0010558841                                          weightings that are not based on the relative weighting of
G units:       FR0010806778                                          each company in the Index.
M units:       FR0010606814
S units:       FR0011008796                                          Information concerning the benchmark indicator used
L units:       FR0010865592                                          by the Fund carried out in accordance with the
P units:       FR0011679018                                          provisions of EU Regulation 2016/1011.
I (D) units:   FR0011759414
T units:       FR0011908169                                          Pursuant to Article 52 of Regulation (EU) 2016/1011 of the
O units:       FR0012217057                                          European Parliament and of the Council of 8 June 2016 on
                                                                     indices used as indices or benchmarks relating to financial
L (g) units:    FR0014001K72
                                                                     instruments or contracts or to measure the performance of
                                                                     investment funds and amending Directives 2008/45/EU and
UCITS of UCITS or AIF (meeting the criteria of Article R.214-
                                                                     2014/17/EU and EU Regulation No 596/2014 (hereinafter
13 of the Monetary and Financial Code): less than 10% of net
                                                                     referred to asthe “Benchmark Regulation”orBMR , as the
assets.
                                                                     Management Company uses benchmarks within the meaning
                                                                     of the BMR regulations, it is deemed to be a “User” of
III.2.2        Management objective                                  benchmarks:
The objective of the Fund is to outperform the STOXX®                (i) to ensure that the benchmark indices it uses within the
Europe 600 Net Return EUR index over the recommended                 European Union are supplied by administrators that are
investment period by selecting, through an active “stock             legally authorised or registered with the European Union as
picking” strategy, European companies that positively meet           benchmark index Administrators, including the Administrator
certain criteria. ESG(Best-in-universeapproach).                     (Article 29); or to ensure that those originating from third
                                                                     countries respect the principle of equivalence and the
The Fund takes sustainability risks and ESG characteristics          regulatory requirements (Article 30-33);
into account in its selection process. In this regard, the Fund      (ii) to establish a suitable monitoring procedure for benchmark
promotes environmental or social characteristics within the          indices allowing it to substitute a new index in the event that
meaning of Article 8 of the SFDR Regulation. The Fund is             one or more of the benchmark indices, including that of the
subject to a sustainability risk as defined in the risk profile of   index provided by the Administrator, that it uses should be
the prospectus.                                                      substantially modified or cease to be published (Article 28).

                                                                     On the date of the latest update to this Prospectus, which is
III.2.3        Benchmark index                                       the date specified on the first page, the Administrator has
The Fund's performances are compared to the performance              obtained recognition status under Article 32 and is therefore
of the STOXX® Europe 600 Net Return EUR Index. This                  listed in the publication of administrators and publication of
index is the global benchmark for the European markets. It is        benchmarks maintained by ESMA (hereinafter referred to
composed of 600 securities selected from the 16 eurozone             as “Benchmark Register - List of EU benchmark
countries and the UK, Denmark, Switzerland, Norway and               administrators and third country benchmarks” ).
Sweden. Codes: ISIN: EU0009658210 Reuters: STOXXR;
Bloomberg: SXXR Index; the benchmark index is                        For information purposes, the ESMA website “Benchmark
denominated in euros.                                                Administrators” (https://www.esma.europa.eu/databases-
                                                                     library/registers-and-data) contains, on the one hand, the list
The performance of the STOXX® Europe 600 EUR Net                     of “EU & EEA benchmark administrators”, in other words, and
Return benchmark includes dividends from the equities that           more specifically, the list of administrators located in the
make up the benchmark: www.stoxx.com.                                European Union who have been authorised or registered (Art.
                                                                     34), the administrators meeting the conditions set out in Art.
Information following ESMA's Q&A 34-43-362 "Actively                 30(1) of the same regulation, and on the other hand, the list of
Managed Fund"                                                        “third country benchmarks”, in other words the list of
                                                                     administrators located outside the European Union (Article
The Fund is actively managed.                                        30(1)(c)).

         UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

In accordance with Article 28.2 of the BMR Regulation, the          management philosophy that can be qualified as “Value with
Management Company has a monitoring procedure for the               Catalyst”.
benchmark indices used describing the measures to
implement in the case of substantial modifications made to an       ESG selection process
index or in the event that this index is no longer available.
                                                                    To accommodate the quest for performance with the
Information concerning the benchmark indicator used                 development of socially responsible practices, ESG criteria
by the Fund carried out in accordance with the                      are included and considered according to a Best-in-Universe
provisions of EU Regulation 2019/2088, the “Disclosure              approach.
Regulation”
                                                                    The Best-in-Universe approachis a type of ESG selection
The attention of unitholders is drawn to the fact that the Index    and restrictive screening thatthat prioritises, within the
was selected prior to the entry into force of the Disclosure        investment universe, issuers with the best ratings from a non-
Regulation; this Index does not take into account                   financial point of view,regardless of their sector of activity.
environmental, social or governance considerations.
                                                                    The process of selecting ESG securities is based on the

III.2.4      Information to be                                      collection of non-financial information on companies in the
                                                                    Fund's investment universe, made up of European issuers
             communicated to UCI investors                          with a capitalisation greater than 1 billion euros (at the time of
                                                                    the investment).
             on the management style
                                                                    Mandarine Gestion’s ESG unit performs a non-financial
In accordance with Commission Regulation (EU) No 583/2010           analysis of companies, which results in a five-step ESG score
(“UCITS regulation”), as specified in particular by the answer      from A (best score) to E (worst score).
to question 8 of section II of the ESMA Q&A relating thereto
and the "Details of the information to be transmitted to            This ESG rating is made up of a “static” rating and a “dynamic”
investors of UCIs referring to a benchmark index” published         component (Best Effort)which takes account of the existence
by the AMF (October 2019 version), it is specified that the         and improvement of best ESG practices over time.
Fund's strategy is an active strategy, i.e. the management
objective is in no way to replicate the performance of any          The following are therefore excluded from the Fund's
index.                                                              investment universe:
                                                                    -Voluntary exclusions:
In addition, although the Fund is managed – for comparison          oissuers with the worst ESG score ("E" score), which thus
purposes only – with reference to the STOXX® Europe 600             makes it possible to establish a list of securities in which the
Net Return EUR index, it is not subject to any management           Manager may invest;
constraint aimed at significantly limiting the difference it can    oissuers impacted by level 5 controversies (on a scale of 1 to
have with this index, neither in terms of portfolio composition     5 according to Sustainalytics) and validated by the ESG team;
(investment universe, sector allocation), nor in terms of           oProven transgression of one of the 10 principles of the
deviation of the Fund's performance compared to the index           United Nations Global Compact.
(Tracking Error).
                                                                    -Normative exclusions:
In order to allow the Unitholders to assess how the Fund is         oControversial weapons: cluster munitions, anti-personnel
actively managed in relation to its benchmark indicator,            mines, chemical and biological weapons according to
holders may refer to the information as contained in the            Mandarine Gestion's policy in force.
monthly reports of the fund and the annual report and
indicators of ex-post measurement (volatility of the Fund,          Shareholder engagement practices are carried out with
volatility of the Index, Tracking Error, Sharp ratio, information   companies present in the portfolio which:
ratio, etc.).
                                                                    -exceed the coal exposure thresholds (energy production or
III.2.5      Investment strategy                                    extractors) according to the thresholds defined in Mandarine
                                                                    Gestion's coal policy in force;
III.2.5.1. Strategy used
                                                                    -are impacted by level 4 controversies (on a scale of 1 to 5
                                                                    according to Sustainalytics).
The investment strategy of this Fund is to gain dynamic
exposure to the European equity markets following a

                                    UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

The use of this selection process results in a minimum 20%        The Fund's portfolio consists of the following categories of
reduction in the ESG investment universe.                         assets and financial instruments:
Extra-financial scores may go up or down over time. They are
reviewed at leastevery 12 months. They may lead to                - Shares
investment or divestment decisions.
                                                                  Due to its eligibility for the PEA tax regime, the Fund invests at
The proportion of ESG-rated issuers in the Fund's portfolio       least 75% of its net assets in securities issued by issuers with
(excluding public debt and liquidity)will be constantly higher    their company headquarters in the European Union or in one
than 90%.                                                         of the countries party to the European Economic Area.

Financial Strategy                                                Opportunistic investments will be made at the discretion of the
                                                                  Fund Manager, without any geographical, sector or market
The portfolio is built and managed on the basis of                capitalisation constraints. Only the potential for appreciation
aqualitativeandquantitative                                       will determine the selection and weighting of securities in the
analysisofcompanieswhosethevalueisassessed               as       portfolio.
“discounted” or “undervalued” and offer potential for
appreciation with regard to the identification of catalysts       Besides the shares that constitute at least 75% of the Fund's
(balance sheet consolidation, stress reduction, factors of        assets, the following assets are likely to be included in the
change or cyclical recovery, extra-financial dynamics, etc.)      portfolio, up to a maximum of 25%:
which, according to the analysis of the Management
Company, would allow a market revaluation.The analyses            - Debt securities and money market instruments
carried outare usedtodeterminetheindustrial valueof the
company and to anticipate a reduction inthe measured              As part of the cash management of the Fund, the Fund
discount (higher economic value duringstock exchange).            Manager may use bonds, convertible bonds, debt securities,
                                                                  deposits and money market instruments.
The qualitative analysisis carried outindividuallyby a            The distribution of private/public debt is not determined in
companybelongingtothe                                investment   advance, as it will be based on the market opportunities.
universe.Eachsecurity,without neglecting the sectoral and         Similarly, the Fund Manager will determine the duration and
economic environment, thereforeundergoes an analysis to           the sensitivity of bonds held in the portfolio based on the
enable        the        manager         to       understandthe   management objectives and market opportunities. Issuers of
potentialrating,thequalityof  themanagement,thecompetitive        securities in the portfolio must have an “Investment Grade”
position, capital situation, creationof industrial social         rating from at least one recognised agency (e.g. at least BBB-
valueand, therefore, the potential catalysts for upgrading.       from S&P, Moody's or Fitch), or their creditworthiness
                                                                  estimated by the management company must correspond to
A               quantitative             analysisalso             this level (failing that, an equivalent short-term rating issued
allowsthemanagertomeasure     theprofitabilityof  the             by one of the three aforementioned agencies).
equity funds,the net assetvalue,turnover,profitability,
etc.
                                                                  - UCITS, AIF, investment funds and trackers or Exchange
                                                                    Traded Funds (ETF)
“Value” stylemanagement isdiscretionaryandbased
onconviction, thus allowing a high-level autonomy in
                                                                  In order to manage the cash flow or gain access to markets or
the choice ofinvestmentsandtheconcentrationof the
                                                                  specific management styles (sectoral, geographical, etc.), the
portfolioonalimited numberof securities.
                                                                  Fund may invest up to 10% of its net assets in UCITS/AIFs.
                                                                  The Fund may invest in UCITS managed by Mandarine
UCITSdo not usethe exemptionratioslisted inArticle                Gestion.
R.214-22of themonetaryandfinancial code.                          Investments will be made within the regulatory limits in:
                                                                  • French or foreign UCITS (UCITS);
On       thecategoriesof     assets        andfinancial           • alternative investment funds (AIF) meeting the criteria set out
contractsinwhichthe“Fund”intends toinvest:                        in Article R. 214-13 of the Monetary and Financial Code.

III.2.5.1.1. In assets (excluding integrated                      AMF classification of UCITS or alternative investment funds:
             derivatives)                                         all AMF classifications as described in the AMF instructions
                                                                  specifying the operating regulations of the UCITS and AIFs

       UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

The Fund may invest in trackers, listed index-linked funds and
Exchange Traded Funds on an ad-hoc basis.                             III.2.5.1.4. Cash loans
                                                                      As part of its normal operation, the Fund may occasionally find
III.2.5.1.2. Derivative instruments                                   itself in debt and may make use of cash loans in this case, up
                                                                      to a limit of 10% of its assets.
The Fund may invest in financial futures (traded on regulated
and organised markets, in France and abroad and/or OTC)               III.2.5.1.5. Temporary purchases and sales of
within the limits laid down by the regulations. In this context,                   securities
the Fund may take positions to offset fluctuations in the             Not applicable.
market.
The Fund transactions may therefore be:
                                                                      III.2.5.2. Risk profile
- to hedge equity risk in the portfolio;
                                                                      Your money will primarily be invested in financial instruments
- or exposing the portfolio to industrial sectors, shares,
                                                                      selected by the Management Company. These instruments
  currencies or market indices through the use of instruments
                                                                      will be exposed to market trends and risks. The list of risk
  such as futures or options contracts.
                                                                      factors set out below is not exhaustive.

To a lesser extent, transactions may be entered into on the
                                                                      The investor is primarily exposed to the following risks:
OTC markets as part of treasury management or currency
                                                                      Capital risk:
transactions.
                                                                      Investors should be aware that the performance of the Fund
                                                                      may not be in line with its objectives and, because the Fund is
The Fund may use up to a limit of 100% of the net assets on
                                                                      not capital protected or guaranteed, investors may not recover
derivative instruments. The portfolio's exposure is not
                                                                      the full amount of their invested capital.
intended to exceed 100%; however, for significant
subscriptions or redemptions or major market fluctuations, the
Fund may be temporarily exposed beyond 100%.
                                                                      Equity market risk:
All transactions are carried out within the global limit of the off
                                                                      Equity risk corresponds to a decline on the equity markets. As
balance sheet commitment of one times the Fund's net
                                                                      the Fund is exposed to equities, the net asset value may
assets.
                                                                      decline significantly. If the equity markets fall, the value of the
                                                                      portfolio may decline.
The Fund will not use Total Return Swaps (TRS).

                                                                      Exchange-rate risk:
On the embedded derivatives (warrants, credit linked notes,
                                                                      This is the risk that fluctuations in foreign currencies could
EMTNs, subscription warrants, etc.)
                                                                      affect the value of securities held in the portfolio. The Fund
                                                                      may hold, either directly or via UCITS or AIF, securities
Nature of instruments used: Essentially, warrants,
                                                                      denominated in a currency other than the Fund's designated
subscription warrants, and all types of bonds to which a
                                                                      currency. Therefore, fluctuations in exchange rates could
conversion or subscription right is attached. In particular, the
                                                                      result in a lower net asset value. The exchange risk may be
Fund may invest in securities with exposure to shares
                                                                      hedged through derivatives.
(convertible bonds, exchangeable bonds or equity notes).

                                                                      Risks linked to investments in small and mid-cap
Strategy for using embedded derivatives to achieve the
                                                                      securities:
management objective: Transactions involving embedded
                                                                      Given its management orientation, the Fund may be exposed
derivatives are of the same nature as those for derivative
                                                                      to small and mid-cap securities, which may carry liquidity risk
instruments. The use of embedded derivatives is subject to
                                                                      owing to their specific characteristics. Due to the restricted
their potential benefits in terms of cost/efficiency or liquidity.
                                                                      nature of the market, the performance of such securities is
The Fund may use up to a limit of 100% of the net assets on
                                                                      more pronounced and may rise or fall sharply. This may result
embedded derivatives.
                                                                      in an increase in the volatility of the net asset value.
                                                                      Investments in small-cap companies will represent only a
III.2.5.1.3. Deposits
                                                                      minor portion of investments.
The Fund may make deposits with a maximum term of 12
months with one or more credit institutions. The aim of these
                                                                      Interest-rate risk:
deposits is to contribute to the cash holdings. Deposits
                                                                      Given its management orientation, the Fund may be exposed
denominated in euros or other currencies which adhere to the
                                                                      to interest rate risk. Interest rate risk is represented by
four conditions of the Monetary and Financial Code can
                                                                      fluctuations in the yield curve. The interest rate markets move
account for up to 100% of assets.

                                     UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

in the opposite direction of interest rates. This risk arises from   ESG      informationavailable,whether      itcomesfrom       third-
the fact that, in general, the price of debt securities and bonds    partysuppliersfrom third-partydataor from the issuers
falls when interest rates rise.                                      themselvesmay be incomplete, inaccurate,fragmented,or
                                                                     unavailable,whichmayhaveanegative impact on a portfolio
Credit risk:                                                         that relies on this data toassess the appropriate
Credit risk is the risk that the issuer cannot meet its              inclusionorexclusionof a security. In addition, it is possible that
commitments. Credit risk is limited to debt securities and           a security or a stock could be incorrectly valued.
money-market instruments, which may not make up more
than a maximum of 25% of net assets. Investors are reminded          The approach to sustainable finance will have to evolve
that this risk may result in a decrease in the Fund's net asset      anddevelopovertime,in       parallel      withthefine-tuning
value.                                                               ofinvestment decision-making processes,aimed at taking into
                                                                     account    ESG      factors   and    risks,butalsodue     to
Discretionary management risks:                                      legalandregulatory developments.
The discretionary management style applied by the Fund is
based on the selection of securities and on the expectations         No statement has been made and no warranty has been given
of the different markets. There is a risk that the Fund may not      regarding the impartiality, accuracy, completeness or
be invested in the best-performing securities at all times. As a     coverage of the sustainable or extra-financial features.
result, the Fund's performance may be lower than the
investment objective. Furthermore, the net asset value of the        Liquidity risk:
Fund may decline. Performance largely depends on the Fund            The drop in price that the Fund may potentially accept in order
Manager's ability to anticipate market movements.                    to sell certain assets for which there is insufficient demand on
                                                                     the market.
Sustainability risk:
Environmental, social orgovernanceevent orsituationwhich,if          To a lesser extent, they are also exposed to the following
itoccurs,    could      have      a      material   negative         risks:
impact,realorpotential,onthevalueof the investment.
                                                                     Emerging markets risk:
Risksrelatedto consideration of thesustainability risk:              The market practices and monitoring measures in the
Currently there is no universallyrecognised framework or list        emerging markets may deviate from the standards prevailing
of factors whichmustbe addressed toensure that investments           on the large international markets: information on certain
are sustainable, and the legal and regulatory framework              securities may be incomplete and liquidity may be lower. The
governing sustainable finance is stillbeingdeveloped.                performance of these securities may therefore be volatile. If
                                                                     the securities of the emerging markets fall, the net asset value
The applicationof ESG criteriato the investment process in the       of the Fund may fall.
context of taking account of sustainability risks,may exclude
thesecuritiesofsomeissuers fornon-financial reasons, which           Counterparty risk:
may involve giving upsome market opportunities available to          The Fund is exposed to the counterparty risk that results from
otherfunds,thatdo not useESG or sustainability criteria. The         the use of financial futures. Contracts for these financial
focus of the fund manager on issuers of securities which have        instruments may be concluded with one or more credit
sustainable features may affect the investment performance           institution(s) that is/are not able to honour their commitments
of a Sustainable Fund and lead to a return which, at times, will     under these instruments. Investors are reminded that this risk
be lower than that of similar funds that have no sustainable         may decrease the Fund's NAV.
approach or which would apply non-financial criteria. The
sustainable or non-financial characteristics used in a fund's        III.2.5.3. Target investors and typical investor
investment policy may prevent it from buying certain securities
which, in other circumstances, would offer advantages, and/
                                                                                profile
or from selling securities because of their sustainable              - I, L and M units: institutional and equivalent clients.
characteristics despite the harm that could thereby result. In       - G and L (g) units: only for legal persons subject to German
the short term, a focus on securities from issuers with                legal and tax rules, especially those relating to the
sustainable characteristics could positively or negatively affect      provisions of Section 5 Investmentsteuergesesetz and also
the performance of the Fund's investments compared to                  legal persons governed by Austrian law.
similar funds without this focus. In the long term, this approach    - S units: for institutional and equivalent Spanish and Italian
should have a favourable effect, but no guarantee is given in          subscribers.
this regard.                                                         - R units: all subscribers.
                                                                     - P units: for institutional investors – Austrian PensionKassen.

        UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

- I (D) units: for institutional and equivalent investors               requires prior written consent from the mutual fund's
- T units: for institutional and equivalent investors                   management company. Any persons wishing to acquire or
- F units: shares reserved for all investors and, in the context        subscribe to the Units will have to certify in writing that they
  of subscription or distribution within the European Union,            are not "U.S. Persons".
  that are intended solely for:
▪ Financial intermediaries who are not authorised, in virtue of         The mutual fund's management company has the authority to
  the regulations applicable to them, to receive and/or hold on         impose restrictions (i) on the ownership of Units for a "U.S.
  to any commissions or non-monetary benefits; or                       Person" and thus proceed with the compulsory redemption of
▪ Subscribers subscribing to portfolio management services              the Units held, or (ii) on the transfer of Units to a "U.S.
  on behalf of third-parties (management mandate) and/or                Person". This authority also extends to any person (a) who
  independently-provided investment advice within the                   appears, directly or indirectly, to be in violation of the laws and
  meaning of Directive 2014/65/EU of the European                       regulations of any country or any government authority, or (b)
  Parliament and of the Council of 15 May 2014 on markets in            who could, in the mutual fund's management company's
  financial instruments within the European Union (the MiFID            opinion, cause the mutual fund to suffer damages that it would
  II Directive);                                                        not otherwise have endured or suffered.
▪ Distributors subscribing in the context of investment advice          The offer of Units has not been authorised or rejected by the
  not considered to be independent within the meaning of                SEC, the specialised commission of a U.S. State or any other
  MiFID II Directive on the basis of a contract with their              U.S. regulatory body, no more than the aforementioned
  customer, and/or where such a distributor neither receives            authorities have delivered a verdict or sanctioned the merits of
  nor holds on to any commission or other non-monetary                  this offer, or the accuracy or adequate nature of the
  benefit under MiFID II Directive.                                     documents relating to this offer. Any assertion to this effect is
- O units: reserved for the feeder fund Mandarine Valeur                against the law.
  Funds, sub-fund of the SICAV Mandarine Funds SICAV                    Any unitholder must inform the mutual fund immediately in the
  governed by Part I of the Law of 17 December 2010, as                 event that they become a "U.S. Person". Any unitholder who
  amended.                                                              becomes a U.S. Person will no longer be authorised to
                                                                        acquire new Units and they may be requested to give up their
The Fund is open to any investor seeking a dynamic return               Units at any time to the benefit of persons who do not have
who agrees to be exposed to significant equity risk. The                "U.S. Person" status. The mutual fund's management
appropriate amount to be invested in the Fund depends on                company reserves the right to proceed with the compulsory
each investor's personal situation. To determine this,                  redemption of any Unit held, directly or indirectly, by a "U.S.
investors must take into account their personal assets, their           Person", or, if the ownership of Units by any person
current and future needs, investment horizon, and also their            whatsoever is against the law or the interests of the mutual
willingness to take risks or opt instead for a more cautious            fund.
investment. Investors are also strongly advised to diversify
their investments in order to avoid exclusive exposure to the           Recommended investment period: over 5 years.
risks of this Fund.
                                                                        III.2.5.4. Methods of determining and
Special warning "US Person" U.S. SEC Regulation S
(Part 230 – 17 CFR 2330.903)/US Investors:
                                                                                   allocating amounts available for
The fund’s units have not been registered under the U.S.                           distribution
Securities Act of 1933. Consequently, they may not be offered           Capitalisation UCITS for some units, in kind: I, R, F, M, G, P,
or sold, directly or indirectly, on behalf of or for the benefit of a   T, S, O, and L, L(g) units.
"U.S. person" as defined by the U.S. "Regulation S". The                The accounting method is the coupons received method and
definition of “US person(s)” as defined by Regulation S of the          the capital gains generated are capitalised in full each year.
SEC (Part 230 - 17 CFR 230.903) is available at the following           Allocation of net income of the I (D) unit: capitalisation and/or
address: http://www.sec.gov/about/laws/secrulesregs.htm or              distribution. The management company reserves the right to
according to the Foreign Account Tax Compliance Act http://             capitalise and/or distribute net income, in full or in part, or to it
www.irs.gov/Businesses/Corporations/Foreign-Account-Tax-                carry forward. Allocation of capital gains realised: The
Compliance-Act-FATCA.                                                   management company reserves the right to opt for
                                                                        capitalisation and/or distribution. Where applicable, net capital
Any resale or transfer of units to the United States of America         gains may, at the discretion of the management company, be
or to a “U.S. Person” can constitute a violation of U.S. law and        wholly or partly distributed annually or carried forward.

                                       UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

III.2.5.5. CHARACTERISTICS OF THE UNITS OR SHARES (CURRENCY DENOMINATION,
           FRACTIONING, ETC.)

                                        Curren
                                                                               Minimum      Minimum
           ISIN code                      cy
                        Distribution of                                          initial   subsequent Initial net
                                           of         Target investors                                             Decimalisation
                            income                                            subscription subscriptio asset value
                                        Denom
                                                                                   (2)          n
                                        ination
                                                              All                  EUR          1/10,000th     EUR
R units FR0010554303      Capitalisation   EUR                                                                              1/10,000
                                                          subscribers               50          of the unit     500
                                                                                   EUR          1/10,000th     EUR
F units FR0013140092      Capitalisation   EUR           Reserved (6)                                                       1/10,000
                                                                                    50          of the unit     500
                                                      Spanish and Italian          EUR          1/10,000th     EUR
S units FR0011008796      Capitalisation   EUR                                                                              1/10,000
                                                          investors (3)          300,000        of the unit    5,000
                                                     Institutional investors       EUR          1/10,000th     EUR
 I units FR0010558841     Capitalisation   EUR                                                                              1/10,000
                                                   and equivalent investors     1,000,000       of the unit    5,000
                                                   Institutions governed by
                                                                                    EUR         1/10,000th     EUR
G units FR0010806778      Capitalisation   EUR     German and Austrian law                                                  1/10,000
                                                                                 1,000,000      of the unit    5,000
                                                                (1)
                                                     Institutional investors        EUR         1/10,000th     EUR
M units FR0010606814      Capitalisation   EUR                                                                              1/10,000
                                                       and equivalent (2)       40,000,000      of the unit   50,000
                                                           Institutional                        1/10,000th
                                                                                    EUR                        EUR
P units FR0011679018      Capitalisation   EUR           PensionKassen                          of the unit                 1/10,000
                                                                               50,000,000 (5)                 100,000
                                                           Austrian (4)
                                                     Institutional investors        EUR         1/10,000th     EUR
L units FR0010865592      Capitalisation   EUR                                                                              1/10,000
                                                   and equivalent investors     40,000,000      of the unit   50,000
 I (D)                   Capitalisation/             Institutional investors        EUR         1/10,000th     EUR
         FR0011759414                      EUR                                                                              1/10,000
 units                    Distribution             and equivalent investors      1,000,000      of the unit    5,000
                                                     Institutional investors        EUR         1/10,000th     EUR
T units FR0011908169      Capitalisation   EUR                                                                              1/10,000
                                                   and equivalent investors     10,000,000      of the unit   50,000
                                                  Units reserved for sub-funds
                                                                                    EUR         1/10,000th     EUR
O units FR0012217057      Capitalisation   EUR                   of                                                         1/10,000
                                                                                  500,000       of the unit    1,000
                                                  Mandarine Funds SICAV (5)
                                                   Institutions governed by
 L (g)                                                                             EUR          1/10,000th     EUR
         FR0014001K72     Capitalisation   EUR     German and Austrian law                                                  1/10,000
 units                                                                          40,000,000      of the unit   50,000
                                                              (1)

(1) Legal persons subject to German legal and tax rules,                 Financial intermediaries who are not authorised, under the
especially those relating to the provisions of § 5                       applicable regulations, to receive and/or hold on to any
Investmentsteuergesesetz and also legal persons governed                 commissions or non-monetary benefits; or
by Austrian law.                                                         (b) Subscribers subscribing to portfolio management services
(2) except the Management Company, which may only take                   on behalf of third parties (management by mandate) and/or
out one unit.                                                            independently provided investment consulting within the
(3) Unit reserved for institutional and equivalent investors             meaning of Directive 2014/65/EU of the European Parliament
whose registered office or place of residence is located in Italy        and of the Council of 15 May 2014 on markets in financial
or Spain.                                                                instruments within the European Union (the MiFID II
(4) Units reserved for Austrian Pensionkassen                            Directive);
(5) O units exclusively reserved for the feeder fund Mandarine           (c) Distributors subscribing in the context of investment advice
Valeur Funds, sub-fund of the SICAV Mandarine Funds                      not considered to be independent within the meaning of
SICAV governed by Part I of the Law of 17 December 2010,                 MiFID II Directive on the basis of a contract with their
as amended.                                                              customer, and/or where such a distributor neither receives nor
(6) For F units: shares reserved for all investors and, in the           holds on to any commission or other non-monetary benefit
context of subscription or distribution within the European              under MiFID II Directive.
Union, that are intended solely for:

         UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
Mandarine Valeur -Prospectus

III.2.5.6. SUBSCRIPTION AND                                         - MANDARINE GESTION – 40, Avenue George V – 75008
                                                                      Paris;
           REDEMPTION METHODS                                       - or      at     the    following      e-mail address:
Subscription and redemption requests are processed each               serviceclient@mandarine-gestion.com.
valuation day until 1 p.m. Paris time(cut-off time).with the
processing agent and made on the basis of the next net asset        The net asset value is also available on the website:
value, i.e. at an unknown price. Payments relating thereto are      www.mandarine-gestion.com.
made on the second trading day following the net asset value
date.                                                               Investors wishing to subscribe to units and unitholders wishing
It is possible to invest in whole and/or fractions of units;        to redeem units should contact their account holding
redemptions are only made in quantities of units (ten               institution regarding the cut-off time for processing their
thousandths).                                                       subscription or redemption request. The latter may be before
                                                                    the processing cut-off time mentioned above.
Fund unit subscriptions and redemptions can be addressed
to:                                                                 Investment and buy back transactions resulting from a request
                                                                    transmitted after the time mentioned in the prospectus(late
To the centralising agent by delegation:                            trading)are prohibited.
BNP PARIBAS SECURITIES SERVICES
Registered office: 3 Rue d’Antin – 75002 PARIS.                     Pursuant to Article L. 214-8-7 of the Monetary and Financial
Postal address: Grands Moulins de Paris - 9, Rue du                 Code, both the redemption by the Fund of its units and the
Débarcadère – 93500 PANTIN Cedex.                                   issue of new units may be suspended temporarily by the
Subscriptions and redemptions are processed at 1 p.m., Paris        Management Company if required by exceptional
time (cut-off time).                                                circumstances and if this is in the interests of the unitholders.

• To the regional transfer agent in Luxembourg:
BNP PARIBAS SECURITIES SERVICES - Luxembourg
branch
Registered office: 60, Avenue J-F Kennedy L-1855
Luxembourg – Grand Duchy of Luxembourg.

Subscription requests sent to the regional transfer agent must
be pre-processed two hours before thecut-off timementioned
above.

Date and frequency of calculation of the net asset value: daily,
for all units. The net asset value is calculated every business
trading day of the French financial markets (Euronext Paris
S.A. Official Calendar).

The net asset value of the Fund is available on request from:

     ·Orders are executed in accordance with the table below:

 D (working day) in    D - (working day) in
                                            D: day on which the
       Paris                  Paris                                D+1 trading day        D+2 trading day        D+2 trading day
                                            NAV is established
  (Valuation Day)        (Valuation Day)
                                                                   Publication of the
  Centralisation       Centralisation          Execution of the
                                                                    net asset value         Payment of               Payment of
 before 1 p.m. for    before 1 p.m. for        order on D at the
                                                                   (dated Valuation        subscriptions             redemptions
subscription orders1 redemption orders1              latest
                                                                         Day)
1 Excluding any specific period agreed with your financial          Luxembourg and        Paris,   which    is   2     hours   before
institution.                                                        Centralisation.

Pre-processing with the Regional Transfer Agent before 11           Time zone: CET (Central European Time) Standardised time
a.m. for subscription and redemption orders on trading days in      UTC/GMT + 1 hour – CEST (Central European Summer Time)

                                    UCITS governed by French law covered by Directive 2014/91/EU - UCITS V - April 2021
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