Transcript
Page 1: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

25/07/2016

Edmond de Rothschild

Mainland China (EdR Mainland China)

FRENCH MUTUAL FUND WITH SUB-FUNDS

PROSPECTUS

Page 2: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

2

CONTENTS

Notices ............................................................................................................................................................................. 5

PROSPECTUS ................................................................................................................................................................... 6

I. General characteristics ...................................................................................................................................... 6

Form of the AIF ................................................................................................................................................................ 6

Name: ............................................................................................................................................................... 6

Legal form and member state in which the AIF was established: ..................................................................... 6

Date created and expected term: ...................................................................................................................... 6

Summary of the management offer: ................................................................................................................. 7

Address from which the latest annual report and interim statement may be obtained: ..................................... 8

1.1. Directory ............................................................................................................................................................... 8

Management company: .................................................................................................................................... 8

Custodian:......................................................................................................................................................... 8

Delegated transfer agent: ................................................................................................................................. 8

Sub-custodians: ................................................................................................................................................ 8

Statutory auditor: .............................................................................................................................................. 9

Persons ensuring that the criteria related to the ability of subscribers or purchasers have been respected and that they received the required information ............................................................................................... 9

Promoter: .......................................................................................................................................................... 9

Delegation of financial management: .............................................................................................................. 10

Delegation of accounting management: ......................................................................................................... 10

Delegation of administrative management (excluding maintenance of the issuing account): ......................... 10

II. Operating and management procedures ........................................................................................................ 10

2.1 General characteristics ....................................................................................................................................... 10

Unit characteristics: ........................................................................................................................................ 10

Option to limit unit subscriptions: .................................................................................................................... 12

Gate provision: ................................................................................................................................................ 12

Specific case of redemptions that do not comply with the advance notice period........................................... 14

Specific case of switch transactions ............................................................................................................... 14

Financial year-end: ......................................................................................................................................... 14

Taxation: ......................................................................................................................................................... 14

2.2 Specific provisions .............................................................................................................................................. 14

Edmond de Rothschild Chinagora sub-fund .............................................................................................................. 14

Classification: .................................................................................................................................................. 14

Level of exposure in other French undertakings for collective investment, foreign UCITS, AIFs established in another member state of the European Union or foreign investment funds: ........................... 14

Management objective: ................................................................................................................................... 14

Benchmark index: ........................................................................................................................................... 15

Investment strategy: ....................................................................................................................................... 16

Risk profile: ..................................................................................................................................................... 18

Target subscribers and typical investor profile: ............................................................................................... 19

Procedures for determining and allocating distributable income: .................................................................... 19

Page 3: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

3

Distribution frequency: .................................................................................................................................... 20

Equal treatment of investors ........................................................................................................................... 20

Legal consequences related to the subscription of Fund units ....................................................................... 20

Characteristics of the units or shares: ............................................................................................................. 20

Subscription and redemption procedures: ...................................................................................................... 20

Charges and fees: .......................................................................................................................................... 22

Edmond de Rothschild Chinabsolute sub-fund .......................................................................................................... 25

Classification: .................................................................................................................................................. 25

Level of exposure in other French undertakings for collective investment, foreign UCITS, AIFs established in another member state of the European Union or foreign investment funds: ........................... 25

Management objective: ................................................................................................................................... 25

Benchmark index: ........................................................................................................................................... 25

Investment strategy: ....................................................................................................................................... 25

Risk profile: ..................................................................................................................................................... 27

Target subscribers and typical investor profile: ............................................................................................... 28

Procedures for determining and allocating distributable income: .................................................................... 29

Distribution frequency: .................................................................................................................................... 29

Equal treatment of investors ........................................................................................................................... 29

Legal consequences related to the subscription of Fund units ....................................................................... 29

Characteristics of the units or shares: ............................................................................................................. 30

Subscription and redemption procedures: ...................................................................................................... 30

Charges and fees: .......................................................................................................................................... 31

Edmond de Rothschild Chinagora N sub-fund ........................................................................................................... 34

Classification: .................................................................................................................................................. 34

Level of exposure in other French undertakings for collective investment, foreign UCITS, AIFs established in another member state of the European Union or foreign investment funds: ........................... 34

Management objective: ................................................................................................................................... 34

The objective is to achieve long-term performance above that of the Shanghai and Shenzhen 300 Index. .............. 34

Benchmark index: ........................................................................................................................................... 34

Investment strategy: ....................................................................................................................................... 34

Risk profile: ..................................................................................................................................................... 38

Target subscribers and typical investor profile: ............................................................................................... 39

Procedures for determining and allocating distributable income: .................................................................... 40

Distribution frequency: .................................................................................................................................... 40

Equal treatment of investors ........................................................................................................................... 40

Legal consequences related to the subscription of Fund units ....................................................................... 40

Characteristics of the units or shares: ............................................................................................................. 40

Subscription and redemption procedures: ...................................................................................................... 40

Charges and fees: .......................................................................................................................................... 42

III. Investment rules ............................................................................................................................................... 45

IV. Asset valuation and accounting rules ............................................................................................................ 45

Asset valuation rules: ...................................................................................................................................... 45

Accounting method: ........................................................................................................................................ 46

Page 4: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

4

STATISTICS ..................................................................................................................................................................... 47

Performance of Edmond de Rothschild Chinagora at 31 December 2015 – A unit – USD ............................................ 47

Performance of Edmond de Rothschild Chinagora at 31 December 2015 – I unit – USD ............................................. 47

Performance of Edmond de Rothschild Chinagora at 31 December 2015 – R unit – USD ............................................ 48

Performance of Edmond de Rothschild Chinagora at 31 December 2015 – S unit – USD ............................................ 48

Fees charged to Edmond de Rothschild Chinagora during the last financial year ended 31 March 2016 – A units – USD ............................................................................................................................................................................ 49

Fees charged to Edmond de Rothschild Chinagora during the last financial year ended 31 March 2016 – I units – USD ............................................................................................................................................................................ 49

Fees charged to Edmond de Rothschild Chinagora during the last financial year ended 31 March 2016 – R units – USD ............................................................................................................................................................................ 49

Fees charged to Edmond de Rothschild Chinagora during the last financial year ended 31 March 2016 – S units – USD ............................................................................................................................................................................ 49

Information on transactions during the last financial year ended 31 March 2016........................................................... 50

Performance of Edmond de Rothschild Chinabsolute at 31 December 2015 – A unit – USD ........................................ 51

Performance of Edmond de Rothschild Chinabsolute at 31 December 2015 – I unit – USD ......................................... 51

Fees charged to Edmond de Rothschild Chinabsolute during the last financial year ended 31 March 2016 – A units – USD ............................................................................................................................................................................ 52

Fees charged to Edmond de Rothschild Chinabsolute during the last financial year ended 31 March 2016 – I units – USD ............................................................................................................................................................................ 52

Information on transactions during the last financial year ended 31 March 2016........................................................... 53

Performance of Edmond de Rothschild Chinagora N at 31 December 2015 – A unit – EUR......................................... 54

Fees charged to Edmond de Rothschild Chinagora N during the last financial year ended 31 March 2016 .................. 54

Information on transactions during the last financial year ended 31 March 2016........................................................... 55

MANAGEMENT REGULATIONS ..................................................................................................................................... 56

TITLE I ASSETS AND UNITS .......................................................................................................................................... 56

TITLE II MANAGEMENT OF THE FUND ......................................................................................................................... 58

TITLE III DIVIDEND POLICY ........................................................................................................................................... 59

TITLE IV MERGER – SPLIT – DISSOLUTION – LIQUIDATION ..................................................................................... 59

TITLE V DISPUTES.......................................................................................................................................................... 60

SWITCH NOTIFICATION FORM ...................................................................................................................................... 61

Page 5: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

5

Notices

On the nature of the AIF and the target subscribers:

The Edmond de Rothschild Mainland China AIF with sub-funds is a professional investment fund which uses a quota system provided by the Chinese authorities as part of a QFII (Qualified Foreign Institutional Investor) licence to make Chinese investments in CNY (e.g. equities and bonds). The Fund also has access to the Shanghai-Hong Kong Stock Connect platform, enabling exposure to A shares. In addition to the specific risks that it may present, it is reserved for different categories of subscribers, as described in this prospectus under the heading “Target subscribers”.

On the AIF’s specific terms and conditions for redemptions:

Redemption orders for units of the AIF must be received at least thirty (30) calendar days before the net asset value at which the order is executed, as described in this prospectus under the heading “Subscription and redemption procedures”.

On the use of the Shanghai-Hong Kong Stock Connect programme in connection with the Edmond de Rothschild Chinagora sub-fund’s investment in A shares:

The Shanghai-Hong Kong Stock Connect programme (hereinafter “the Programme”) is a stock market connection platform that aims to provide mutual access to the Shanghai and Hong Kong stock exchanges. Investors based in Hong Kong and foreign investors (via intermediaries based in Hong Kong) can invest in a list of A shares listed on the Shanghai Stock Exchange. In return, investors from mainland China can access a number of shares listed on the Hong Kong Stock Exchange.

Edmond de Rothschild Asset Management (France) can access this platform via Hong Kong-based intermediaries specifically to invest in the A shares listed on the Shanghai Stock Exchange in accordance with the following procedure:

Limitation of trading volumes

The Programme is subject to a set of quotas in order to regulate the volume of transactions. In the event that these quotas are reached, any purchase orders issued via the Programme may not be executed in full.

Hours of transactions and listings

The Programme is accessible when the stock exchanges in Hong Kong and Shanghai are open simultaneously. In the event that the Shanghai Stock Exchange is open on days when the Hong Kong Stock Exchange is closed, foreign investors and those based in Hong Kong will not be able to place orders for A shares via the Programme.

Specific procedures for the sale of shares

In order for a sale order to be executed, it is imperative that the A shares are first transferred to the account of the intermediary (broker) chosen by the management company in connection with the Programme.

Changes to the list of eligible shares

The list of shares eligible for the Programme may be subject to change by the Chinese authorities.

Further information on intermediation procedures

Transactions made via the Programme are not covered by Hong Kong’s Investor Compensation Fund.

On the existence of a gate provision (mechanism for staggering redemptions):

In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly in USD, subject to the approval of the Chinese authorities. Under normal operating conditions, the currency repatriation process does not pose any specific problems for the Fund. However, in the event of specific circumstances that may extend the currency repatriation process, the management company reserves the right not to execute all the redemption orders received. Thus, in the event that total redemption requests, net of subscription requests, on a single net asset value exceed 10% of the AIF’s net assets or 10% of the units issued by the AIF, the management company may decide to redeem up to 10% of the AIF’s net assets or 10% of the units issued, on a pro rata basis for each request. The 10% threshold is calculated net of subscription requests, based on the last known or estimated net asset value, the last known net assets and the last known number of units outstanding. Redemption requests that have been reduced proportionally and pending execution shall be automatically postponed to the next net asset value. Postponed requests shall not be given priority over subsequent redemption requests. Unitholders whose redemption requests have been reduced shall be informed thereof as soon as possible after the date of clearing by the transfer agent. This right applies to each net asset value.

Exemption from the gate provision:

This gate provision does not apply to simultaneous redemption and subscription transactions in the same sub-fund, for the same amount, executed on the net asset values determined on the same day.

On early redemption fees:

Unitholders are advised of the percentage of fees paid to the fund and the maximum fees that the management company might charge for a redemption of units that does not comply with the advance notice period. The advance notice period and the percentage of redemption fees are set out in the prospectus under the headings “Charges and fees” and “Subscription and redemption procedures”.

On possible switch transactions between sub-funds:

A switch transaction between sub-funds is a simultaneous redemption and subscription transaction for the same amount and for the same unitholder. This transaction may have an impact on the unitholder’s tax situation. Unitholders who are unsure of their tax situation are advised to contact a tax advisor for further information about the specific tax treatment that will be applicable to them. Subscribers must send the switch notification form provided in the notes to the Custodian, Edmond de Rothschild (France), in order to show that the order is for a switch transaction and not an early redemption for which high redemption fees would be charged.

Page 6: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

6 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Edmond de Rothschild Mainland China

(EX SAINT-HONORE MAINLAND CHINA)

PROSPECTUS

I. General characteristics

FORM OF THE AIF

The EDMOND DE ROTHSCHILD MAINLAND CHINA AIF is a professional investment fund. It is not subject to the same rules as retail investment funds and may therefore carry more risk. Only persons mentioned under “Target subscribers” may subscribe to units of each of its sub-funds.

Name:

Edmond de Rothschild Mainland China

Legal form and member state in which the AIF was established:

FRENCH MUTUAL FUND.

Date created and expected term:

The AIF was created on 19 May 2010 for a term of 99 years.

French professional investment fund

Page 7: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

7 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Summary of the management offer:

Edmond de Rothschild Chinagora sub-fund

Unit ISIN code Allocation of distributable

income Currency

Minimum initial subscription

Target subscribers

A FR0010338145

Net income:

Accumulation

Net realised capital gains:

Accumulation

USD USD 20,000 or in

accordance with the investor’s profile

All investors that meet the criteria of Article

423-2 of the AMF General Regulations*

I FR0010886747

Net income:

Accumulation

Net realised capital gains:

Accumulation

USD USD 5,000,000 Legal entities

R FR0010886754

Net income:

Accumulation

Net realised capital gains:

Accumulation

USD USD 5,000,000 Legal entities

S FR0010886770

Net income:

Accumulation

Net realised capital gains:

Accumulation

USD USD 20,000,000 Legal entities

* details of the criteria are given in section II, Operating and management procedures. 2.2 Specific provisions “Target subscribers and typical investor profile”

Edmond de Rothschild Chinabsolute sub-fund

Unit ISIN code Allocation of distributable

income Currency

Minimum initial subscription

Target subscribers

A FR0010537340

Net income:

Accumulation

Net realised capital gains:

Accumulation

USD USD 20,000 or in

accordance with the investor’s profile

All investors that meet the criteria of Article

423-2 of the AMF General Regulations*

I FR0010886713

Net income:

Accumulation

Net realised capital gains:

Accumulation

USD USD 5,000,000 Legal entities

* details of the criteria are given in section II, Operating and management procedures. 2.2 Specific provisions “Target subscribers and typical investor profile”

Page 8: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

8 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Edmond de Rothschild Chinagora N sub-fund

Unit ISIN code

Allocation of distributable

income Currency

Minimum initial subscription

Target subscribers

A FR0010341222

Net income:

Accumulation

Net realised capital gains:

Accumulation

Euro

EUR 10,000 or in accordance with

the investor’s profile

All investors that meet the criteria of Article 423-2 of

the AMF General Regulations*

* details of the criteria are given in section II, Operating and management procedures. 2.2 Specific provisions “Target subscribers and typical investor profile”

Address from which the latest annual report and interim statement may be obtained:

The most recent annual and interim reports, the most recent net asset value of the AIF and information on past performance will be sent to unitholders within eight business days of receipt of a written request to the management company, Edmond de Rothschild Asset Management (France) – 47 rue du Faubourg Saint-Honoré – 75401 Paris Cedex 08, France.

1.1. DIRECTORY

Management company: EDMOND DE ROTHSCHILD ASSET MANAGEMENT (FRANCE)

Public limited company with executive and supervisory boards, authorised as a portfolio management company by the AMF on 15 April 2004 under number GP 04000015.

Registered office: 47 rue du Faubourg Saint-Honoré, 75401 Paris Cedex 08, France

Edmond de Rothschild Asset Management (France) has made arrangements to ensure that it complies with the requirements of Article 317-2, paragraph IV of the AMF General Regulations to cover any potential risks of professional liability resulting from the management of AIFs.

Edmond de Rothschild Asset Management (France) has sufficient additional capital to cover potential risks of liability arising from professional negligence. The amount of additional capital has been determined based on the operational risk mapping used by the management company.

Custodian: EDMOND DE ROTHSCHILD (FRANCE)

A public limited company (société anonyme) with executive and supervisory boards, authorised by the Banque de France - CECEI (French Credit Institutions and Investment Firms Committee) as a credit institution on 28 September 1970.

Registered office: 47 rue du Faubourg Saint-Honoré, 75401 Paris Cedex 08, France

Edmond de Rothschild (France) is responsible for the custody of the AIF’s assets, ensuring that the decisions taken by the management company are lawful and the monitoring of cash flows.

Delegated transfer agent: EDMOND DE ROTHSCHILD (FRANCE) is delegated responsibility for the functions related to liability accounting: on one hand, centralising subscription and redemption orders; on the other hand, account administration of the Fund’s issues.

Sub-custodians:

The custodian, EDMOND DE ROTHSCHILD (FRANCE), delegates part of its custody activities, except for the feeder sub-funds.

Page 9: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

9 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

CACEIS BANK FRANCE

Public limited company (société anonyme)

Credit institution authorised by the CECEI

Registered office: 1–3 place Valhubert, 75206 Paris Cedex 13, France

Acting on behalf of the custodian, the sub-custodian is responsible for the custody of the AIF’s assets and the delivery-versus-payment (DVP) of orders received and sent by the custodian. It is also responsible for the financial administration of the AIF’s units (such as securities transactions and the collection of income).

BANK OF CHINA LIMITED (BANK OF CHINA)

Corporation authorised as a bank by the China Banking Regulatory Commission on 22 August 2004, under number B10311000H0001.

Registered office: 1 Fuximen Nei Dajie, Beijing, China 100818

http://www.boc.com

The custodian delegates the custody of the securities listed in CNY on the Shanghai and Shenzhen stock markets to the Bank of China.

Statutory auditor: Cabinet KPMG S.A.

Registered office: Financial Services / DSI – 2 avenue Gambetta – CS 60055 – 92066 Paris La Défense, France

Authorised signatory: Gérard Gaultry

Persons ensuring that the criteria related to the ability of subscribers or purchasers have been respected and that they received the required information

Any entity marketing this AIF must ensure that the criteria related to the ability of subscribers or purchasers have been observed and that they received the required information in accordance with Article 423-5 of the AMF General Regulations.

Promoter: EDMOND DE ROTHSCHILD ASSET MANAGEMENT (FRANCE)

Public limited company with executive and supervisory boards, authorised as a portfolio management company by the AMF on 15 April 2004 under number GP 04000015.

Registered office: 47 rue du Faubourg Saint-Honoré, 75401 Paris Cedex 08, France

Telephone: 00 33 1.40.17.25.25 Email: [email protected]

Fax: 00 33 1.40.17.24 42 Website: www.edram.fr

EDMOND DE ROTHSCHILD ASSET MANAGEMENT (France) oversees the promotion of the AIF and may delegate the actual marketing activities to a third party of its choice. Furthermore, the management company is not aware of the identity of all promoters of the AIF’s units, which are permitted to act without any official agreement.

Regardless of which company is ultimately appointed as promoter, the EDMOND DE ROTHSCHILD ASSET MANAGEMENT (France) sales teams are available at the company’s registered office to provide information or answer any questions that investors may have regarding the AIF.

Page 10: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

10 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

The management company may send the composition of the Fund’s portfolio to certain unitholders or their service providers, on the understanding that it is confidential information for the calculation of the regulatory requirements related to Directive 2009/138/EC (Solvency II) in accordance with the guidance issued by the AMF, once more than 48 hours has passed since the publication of the net asset value.

Delegation of financial management: Financial management is delegated by the management company, except for the feeder sub-funds.

EDMOND DE ROTHSCHILD ASSET MANAGEMENT (HONG KONG) LTD

A management company under Hong Kong law, authorised by the Securities and Futures Commission of Hong Kong on 26 February 2008 under number AQC809.

Registered office: Suite 5003, 50th floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong

Delegation of accounting management: CACEIS FUND ADMINISTRATION A public limited company (société anonyme) with share capital of EUR 5,800,000 Registered office: 1–3 place Valhubert, 75206 Paris Cedex 13, France The management company, Edmond de Rothschild Asset Management (France), delegates the AIF’s accounting management to CACEIS FUND ADMINISTRATION. CACEIS FUND ADMINISTRATION’s corporate purpose is the valuation and the accounting and administrative management of financial portfolios. As such, it focuses on processing financial information for portfolios, calculating net asset values, bookkeeping for the portfolios, producing accounting and financial statements and information and producing various regulatory and special reports.

Delegation of administrative management (excluding maintenance of the issuing account):

EDMOND DE ROTHSCHILD INVESTORS ASSISTANCE Economic interest grouping (Groupement d’Intérêt Economique – GIE) Registered office: 47 rue du Faubourg Saint-Honoré, 75401 PARIS Cedex 08, France The management company EDMOND DE ROTHSCHILD ASSET MANAGEMENT (France) is a member of and delegates the AIF’s administrative management to the EDMOND DE ROTHSCHILD INVESTORS ASSISTANCE economic interest grouping, pursuant to the terms defined in its internal regulations and articles of association. The grouping is intended to provide services exclusively to those of its members engaged in asset management on behalf of third parties as their primary or secondary activity. It aims to pool technical and administrative support resources in order to support the development of its members’ activities internationally and, more generally, to meet their common needs for the deployment of their domestic activities. The management company has delegated the Fund’s administrative management to Edmond de Rothschild Investors Assistance, which includes the implementation and monitoring of the Fund’s prospectus, particularly with respect to the Autorité des marchés financiers (the French financial markets authority).

II. Operating and management procedures

2.1 GENERAL CHARACTERISTICS

These general characteristics are provisions that are common to all of the AIF’s sub-funds.

Unit characteristics:

Rights: The Fund is a co-ownership of financial instruments and deposits in which units are issued and redeemed at the request of unitholders at their net asset value, plus or minus charges and fees, as appropriate.

Page 11: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

11 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Unitholders have a right of co-ownership to the Fund’s assets, proportional to the number of units held.

Page 12: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

12 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Entry in a register: The units will be listed on Euroclear France and will be treated as registered securities prior to listing, and as bearer securities once listed. The rights of holders of registered units will be represented by an entry in a register held by the custodian and the rights of holders of bearer units will be represented by an entry in the account held by the central custodian (Euroclear France) by way of sub-affiliation in the name of the sub-custodian.

Voting rights: no voting rights are attached to the Fund’s units; decisions concerning the Fund are taken by the management company.

Form of units: bearer

Decimalisation: in units or thousandths of a unit

Option to limit unit subscriptions: The AIF will be temporarily closed to all new subscription requests the day after the official net asset value calculation day if the AIF’s total holdings exceed USD 550 million, with the exception of switches between sub-funds by means of simultaneous redemption and subscription transactions for the same amount and for the same unitholder. The AIF will be reopened for subscriptions in two cases: if the AIF’s total holdings fall below USD 500 million. if the Chinese authorities increase the investment quotas obtained on the Chinese stock exchanges in Shanghai and Shenzhen. Unitholders shall be informed of any subscription closures and reopenings via a press release that the management company will publish in a national economic daily newspaper.

Furthermore the fund manager may, at their discretion, open the AIF to new subscriptions within limits that the manager has determined. In this situation, subscriptions will be reopened for a period that the manager will determine, starting from the date on which they inform investors that the Fund is open for subscriptions. This information will be provided to unitholders in a press release in a national economic daily newspaper on the date that the Fund is reopened and to third parties who are not unitholders. When the AIF’s total holdings exceed USD 560 million, the AIF will be closed to all new subscriptions. If the subscription limit is reached, the fund manager reserves the right to raise the ceiling.

Gate provision: In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly in USD, subject to the approval of the Chinese authorities. Under normal operating conditions, the currency repatriation process does not pose any specific problems for the Fund. However, in the event of specific circumstances relating to decisions by the Chinese authorities that affect the currency repatriation process, the management company reserves the right not to execute all the redemption orders received. Thus, in the event that total redemption requests, net of subscription requests, on a single net asset value exceed 10% of the AIF’s net assets or 10% of the units issued by the AIF, the management company may decide to redeem up to 10% of the AIF’s net assets or 10% of the units issued, on a pro rata basis for each request. The 10% threshold is calculated net of subscription requests, based on the last known or estimated net asset value, the last known net assets and the last known number of units outstanding.

Page 13: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

13 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Redemption requests that have been reduced proportionally and pending execution shall be automatically postponed to the next net asset value. Postponed requests shall not be given priority over subsequent redemption requests. Unitholders whose redemption requests have been reduced shall be informed thereof as soon as possible after the date of clearing by the transfer agent. This right applies to each net asset value.

Exemption from the gate provision: This gate provision does not apply to simultaneous redemption and subscription transactions in the same sub-fund for the same amount and the same unitholder, executed on the net asset values determined on the same day.

Page 14: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

14 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Specific case of redemptions that do not comply with the advance notice period

Fees payable by the investor on subscriptions and redemptions

Basis Rate

Redemption fee payable to third parties Redemption fee payable to the AIF

Net asset value x Number of units

Amount per redemption

order

Maximum 20%

None

Specific case of switch transactions

Fees payable by the investor on subscriptions and redemptions

Basis Rate scale A, I, R

and S units

Subscription fee payable to third parties Subscription fee payable to the AIF

Net asset value x Number of units

None None

Redemption fee payable to third parties Redemption fee payable to the AIF

Net asset value x Number of units

2% None

Financial year-end:

The day of the last net asset value for the month of March.

Taxation: Since mutual funds have a co-ownership structure, they are automatically exempt from corporation tax and are deemed to be transparent. Any gains or losses realised when redeeming units of the Fund (or when the Fund is dissolved), including switch transactions, therefore constitute capital gains which are subject to the tax treatment of capital gains on transferable securities applicable to all unitholders, depending on their individual circumstances (country of residence, natural person or legal entity, place of subscription, etc.). Such gains may be subject to withholding tax if the unitholder is not a resident of France for tax purposes. In addition, unrealised capital gains may, in some cases, be subject to taxation. Finally, unitholders are advised that the Fund is an accumulation AIF that does distribute dividends. Prior to subscribing to the Fund, unitholders unsure of their tax situation are advised to contact a tax advisor for further information about the specific tax treatment that will be applicable to them.

2.2 SPECIFIC PROVISIONS

Edmond de Rothschild Chinagora sub-fund

The Edmond de Rothschild Chinagora sub-fund is a French professional investment fund which complies with the investment rules set out in Directive 2009/65/EC.

Classification: International equities.

Level of exposure in other French undertakings for collective investment, foreign UCITS, AIFs established in another member state of the European Union or foreign investment funds:

Up to 10% of net assets

Management objective: The objective is to achieve long-term performance above that of the Shanghai and Shenzhen 300 Index.

Page 15: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

15 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Benchmark index: The Shanghai and Shenzhen 300 Index (expressed in USD) will serve as the benchmark index for the AIF’s performance. This index is updated on a daily basis and its Bloomberg code is SHSZ300 Index. The index is comprised of the 300 largest Chinese companies listed on the two local exchanges in yuan (CNY).

Page 16: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

16 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Investment strategy: . Strategies used:

The strategy focuses on identifying companies that offer the highest potential risk/reward ratio. It is based on the selection and dynamic management of securities that correspond to the management objective. The composition of the portfolio may be entirely different from that of the Shanghai and Shenzhen 300 Index.

The sub-fund’s sector-based diversification aims to limit the portfolio’s volatility, as the objective is to achieve volatility that is lower than that of the Chinese equity market. The selection of securities is carried out in accordance with traditional financial analysis ratios (including price/sales, price/assets, PER, price/cash flow, return and earnings growth, etc.). External research is used to help the manager focus their own research on a smaller number of securities included in the investment scope. The choice of external analysts is also subject to a selection process defined by the management company. Securities selected in this way are then subject to fundamental analysis, which aims to determine their growth and performance potential for each security (detailed analysis of company financial statements, analysis of future sales, net income and cash flow prospects, multiple visits to companies in China, and meetings with company management teams and external analysts). The resulting portfolio is concentrated, which enables the managers to maintain direct contact with the management teams of the companies selected. The management company uses a discretionary management style. Between 70% and 110% of the sub-fund’s net assets will be exposed to equities and similar securities traded on regulated markets, issued by Chinese companies listed in Shanghai and Shenzhen, or on other international markets, and between 0% and 30% of its net assets will be exposed to bonds or debt securities.

Equities will be selected in accordance with the following strategy: - The securities universe in which the sub-fund is invested covers shares of Chinese companies across all

sectors, listed in SHANGHAI and SHENZHEN, or on other international markets, with a market capitalisation that usually exceeds USD 500 million. In addition, small-cap companies (with a market capitalisation of less than USD 100 million) may represent up to 20% of the net assets.

- External analysts’ reports are used to assist managers in conducting their own research on a limited number of securities included in the investment scope. The choice of external analysts is also subject to a selection process defined by the management company.

- The chosen securities are then subject to quantitative and qualitative analysis. The manager will then select the securities with the best growth and performance potential.

The shares selected in this way will mainly be denominated in CNY (Chinese yuan), USD, Hong Kong dollars, Singapore dollars and Taiwan dollars, thereby exposing up to 110% of the sub-fund’s net assets, including financial contracts, to both equity and currency risk. Depending on the manager’s expectations regarding the downward trend in currency movements compared with the AIF’s accounting currency (USD), and in order to hedge currency risk, the sub-fund may use forward currency contracts, swaps or currency options. Depending on the manager’s expectations regarding trends in equity markets, the sub-fund may: - invest between 0% and 30% of its net assets in bonds traded on a regulated market, in order to protect

the sub-fund’s performance. These bonds will be denominated in EUR, CNY, HKD, USD, SGD or TWD, depending on the expected trend in the exchange rate between these currencies and the AIF’s accounting currency (USD). The securities will be selected primarily from among public or equivalent issues with a short-term rating of A2 or higher, as awarded by Standard & Poor’s or another equivalent rating agency, or with an equivalent internal rating from the management company, without restriction in terms of their duration. In this case, the securities will be selected on the basis of their expected return;

- Use futures or options contracts traded on organised, regulated or over-the-counter markets, subject to a limit of 100% of the net assets, in order to increase or decrease equity exposure;

- Use options contracts on shares traded on organised or regulated markets, subject to a limit of 25% of the net assets, both to reduce the volatility of the shares and to increase the sub-fund’s exposure to a limited number of shares. The increase in this exposure to each share is limited to 100% of the amount held in this security in the portfolio.

The selection of securities is not based automatically and exclusively on the rating criterion. It is mainly based on an internal analysis. Prior to each investment decision, the management company analyses each security on criteria other than its rating. In the event that an issuer in the High Yield category has their rating downgraded, the management company must conduct a detailed analysis in order to decide whether to sell or retain the security, so as to maintain the rating objective. The maximum level of leverage for this AIF is 1.2.

Page 17: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

17 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

. On assets:

o Equities:

At least 70% of the sub-fund is invested in the shares or similar securities of Chinese companies listed in Shanghai and Shenzhen or on other international markets. The market capitalisation of these companies will usually be above USD 500 million, with no sector restrictions. The sub-fund may invest in “A shares”, which are usually reserved for Chinese domestic investors, via the use of investment quotas obtained on these markets (QFII) as well as via the Shanghai-Hong Kong Stock Connect programme. In addition, small-cap companies (with a market capitalisation of less than USD 100 million) may represent up to 20% of the net assets. The similar securities will primarily be ADRs (American depositary receipts) or GDRs (global depositary receipts), P-Notes (participatory notes) and non-voting shares.

o Debt securities and money market instruments: The portfolio’s overall exposure to debt securities and money market instruments may represent up to 30% of the portfolio’s assets. Investments are made in bonds and debt securities in order to protect the sub-fund’s performance if a downturn in the equity markets is expected. The sub-fund may invest in bonds and debt securities denominated in EUR, CNY, HKD, USD, SGD and TWD that are traded on a regulated market and are principally selected from among public or equivalent issues rated “investment grade” (i.e. those for which the risk of issuer default is lowest), in accordance with its investment strategy. As part of the cash management process, the sub-fund’s assets may include debt securities or bonds that are principally denominated in USD. Such instruments, generally with a residual duration of less than three months, shall be issued without restriction in terms of the allocation between sovereign and corporate debt, by sovereign states, assimilated institutions or by entities with a short-term rating of A2 or higher, as awarded by Standard & Poor’s or any other equivalent rating assigned by another independent agency. The selection of these securities is not based automatically and exclusively on the rating criterion. It is mainly based on an internal analysis. Prior to each investment decision, the management company analyses each security on criteria other than its rating.

o Shares or units of other French undertakings for collective investment or other foreign UCITS, AIFs or investment funds: The AIF may hold up to 10% of its assets in units or shares of French or foreign UCITS or French AIFs characterised as retail investment funds, regardless of their classification, in order to diversify exposure to other asset classes, including exchange-traded funds (ETFs), or money market or bond classes, particularly in order to invest cash. Within this 10% limit, the AIF may also invest in shares or units of foreign AIFs that meet the regulatory eligibility criteria.

o These UCIs and investment funds may be managed by the management company or by an affiliated company.

o Derivatives: The sub-fund may invest in financial contracts traded on regulated, organised or over-the-counter markets. Specifically, the manager will trade in: - forward currency contracts, currency options and currency swaps, in order to hedge the exposure to

the USD, Hong Kong dollar or CNY; - index-linked futures contracts or options, in order to manage exposure to equity risk without seeking

overexposure, so that the exposure remains within a range of 70% to 110% of the net assets; - options contracts on shares traded on organised or regulated markets, subject to a limit of 25% of the

net assets, both to reduce the volatility of the shares and to increase the sub-fund’s exposure to a limited number of shares, without seeking overexposure. The increase in this exposure to each share is limited to 100% of the amount held in this security in the portfolio.

o Deposits:

None

o Cash borrowings: The AIF may borrow cash on a temporary basis, subject to a limit of 10% of its net assets.

o Temporary purchases and sales of securities:

In order to achieve efficient portfolio management and without deviating from its investment objectives, the AIF may make temporary purchases of securities involving eligible financial securities or money market instruments, subject to a limit of 10% of its net assets. More precisely, these transactions will consist of reverse repurchase agreements linked to interest-rate and credit products of eurozone countries, and will be carried out in the context of cash management and/or the optimisation of the AIF’s income. The expected proportion of assets under management that will be the subject of such a transaction will be 10% of the net assets.

Page 18: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

18 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

The counterparties of these transactions are first-rate credit institutions domiciled in OECD countries that have a minimum rating of investment grade (rating greater than or equal to BBB- by Standard & Poor’s or equivalent, or a rating deemed equivalent by the management company). These counterparties do not have any influence on the composition or management of the AIF’s portfolio. In order to significantly reduce the total counterparty risk of instruments traded over the counter, the management company may receive cash collateral that will be deposited with the custodian and will not be subject to reinvestment. Further information on the fees applicable to temporary purchases and sales of securities is provided in the “Charges and fees” section.

Risk profile: Your money will be invested primarily in financial instruments selected by the management company. These instruments will be subject to market trends and fluctuations. The risk factors described below are not exhaustive. It is the responsibility of each investor to analyse the risk associated with such an investment and to form their own opinion independently of the Edmond de Rothschild Group, by obtaining as much specialist advice on such matters as is necessary in order to ensure that this investment is appropriate for their financial situation.

All these risk factors may have a detrimental effect on the sub-fund’s net asset value.

Main risks

. Risk of capital loss: The sub-fund does not guarantee or protect the capital invested, so investors may not recover the full amount of their initial capital invested.

. Discretionary management risk: The discretionary management style is based on anticipating the performance of different markets (equities and bonds). However, there is a risk that the sub-fund may not be invested in the best-performing markets at all times. The sub-fund’s performance may not be consistent with its objectives.

. Risks associated with emerging markets: The sub-fund may be fully invested in securities listed in Shanghai and Shenzhen via the use of investment quotas obtained on these markets (QFII) as well as via the Shanghai-Hong Kong Stock Connect programme or on other international markets. In addition to the individual risks of each issuing company, there are also external risks, particularly in these markets. Furthermore, investors are reminded that the operating and oversight conditions in these markets may differ from the standards that prevail on major international exchanges. In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly in USD, with the approval of the Chinese authorities. These restrictions may have a potential impact on the liquidity conditions of the Fund. Investors’ attention is drawn to the fact that the taxation standards in force in mainland China are likely to differ from international standards, notably in terms of calculation procedures and the prohibition of retrospective awards. In particular, local laws provide for dividends and capital gains made on Chinese A and B shares to be subject to withholding tax. The Chinese authorities formally suspended the application of this law for an indefinite period from 17 November 2014; however, given that the procedures for calculating this tax for prior periods have not been formally specified, the provision that the Fund is likely to have established to address this risk may prove insufficient or, conversely, too large. Investors’ attention is drawn in particular to the fact that any provision established and, more generally, any tax expense that may result from the investments made by the sub-fund may be charged to the Fund’s assets and is therefore likely to have an impact on the net asset value of the Fund, which may go down as well as up.

. Equity risk: The manager seeks equities that may outperform the markets, in both bull and bear phases. In the event of a downturn in the equity markets, the net asset value of the sub-fund may fall. The sub-fund may be highly exposed to these markets (up to 110% of the net assets) and its value may fall faster than the markets.

. Currency risk: Movements in the currency markets may lead to significant fluctuations in the net assets, which may have a negative impact on the sub-fund’s performance. As the sub-fund’s objective is to invest in securities denominated in currencies other than the accounting currency (USD), up to 110% of the net assets may be exposed to currency risk. This risk may be hedged in accordance with the manager’s expectations.

. Liquidity risk: The sub-fund may invest up to 20% of the net assets in small-cap companies and is therefore exposed to liquidity risk, i.e. the risk that the manager may not be able to sell a security at a reasonable price at the desired time. The sub-fund is also exposed to liquidity risk as a result of its investments in equities listed in Shanghai and Shenzhen (see risks associated with emerging markets).

Other risks

Page 19: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

19 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

. Interest rate risk: Interest rate risk might result in a fall in the value of the Fund’s capital in the event of an upward movement in the yield curve. Interest rate risk is limited to debt securities and money market instruments, which may account for a maximum of 30% of the net assets.

. Credit risk: Credit risk is the risk whereby the issuer of bond or money market instruments cannot meet its obligations. By using securities chosen from among public or equivalent issues, the sub-fund reduces a large proportion of the risk linked to issuer default. However, such defaults may also have an impact on the securities of the issuers in question.

. Legal risk: This is the risk of inadequately drafting contracts concluded with counterparties for temporary purchases and sales of securities.

. Risks linked to temporary purchases and sales of securities: The use of these transactions and the management of their guarantees may involve certain specific risks such as operational risks or custody risk. These transactions may therefore lead to a negative effect on the net asset value of the AIF.

Target subscribers and typical investor profile: A units are intended for all subscribers who comply with the criteria set out in Article 423-2 of the AMF General Regulations. I, R and S units are intended for legal entities that comply with the criteria set out in Article 423-2 of the AMF General Regulations.

This sub-fund is intended more specifically for investors who wish to diversify their portfolios by investing in shares of Chinese companies listed in Shanghai and Shenzhen or on other international markets, via an investment that involves specific risks and subscription and redemption conditions. This sub-fund is not intended for sale to members of the People’s Republic of China (“PRC”), on behalf of and/or for the benefit of any citizen of the PRC or any legal entity registered in the PRC, which, to this end, does not include the administrative regions of Hong Kong, Macao or Taiwan. The information on the units described in this prospectus has not been submitted for the approval of the China Securities Regulatory Commission or any other governmental authority in China. The units of this AIF are not and will not be registered in the United States pursuant to the US Securities Act of 1933 as amended (“Securities Act 1933”) or under any other law of the United States. These units may not be offered, sold or transferred to the United States (including its territories and possessions) or benefit, directly or indirectly, any US Person (within the meaning of Regulation S of the Securities Act 1933). The subscription and purchase of the units of this AIF are reserved for: 1. The investors mentioned in paragraph 1 of Article L. 214-144 of the French Monetary and Financial Code; 2. Investors whose initial subscription is at least EUR 100,000; 3. All other investors once the subscription or purchase has been carried out in their name and on their behalf by an

investment services provider acting within the framework of a portfolio management investment service pursuant to the terms and conditions set out in section I of Article L. 533-13 of the French Monetary and Financial Code and in Article 314-60.

The appropriate amount to invest in this sub-fund depends on your personal situation. To determine that amount, investors are advised to seek professional advice in order to diversify their investments and determine the proportion of their financial portfolio or assets to be invested in this sub-fund, more specifically in view of the recommended investment period and exposure to the aforementioned risks, and their personal wealth, requirements and specific objectives. In any event, investors must diversify their portfolio sufficiently to avoid being exposed solely to the risks of this sub-fund. Minimum recommended investment period: Over 5 years.

Procedures for determining and allocating distributable income:

Distributable income A, I, R and S units

Allocation of net income Accumulation

Allocation of net realised gains or losses

Accumulation

Page 20: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

20 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Distribution frequency: None.

Equal treatment of investors Pursuant to the provisions of Article 319-3 of the AMF General Regulations, the management company shall ensure that all unitholders receive equal treatment and rights proportional to the number of units that they hold in the Fund. No Investor shall receive preferential treatment that causes substantial overall harm to other Investors. Insofar as all the Investors enjoy the same rights attached to the units of the Fund, the management company considers that the requirement for equal treatment among Investors has been fulfilled.

Legal consequences related to the subscription of Fund units

Investors make a commitment to the Fund and to the management company in accordance with the terms of the Subscription Form, if applicable, and shall be bound by all the conditions set out in the Prospectus. Investors shall not acquire any direct rights over the assets of the Fund or its investments by virtue of the subscription or purchase of units in the Fund. The rights and responsibilities of Investors are set out in this Prospectus and shall be governed by French law. The French courts shall have exclusive jurisdiction in relation to any dispute arising from the interpretation or implementation of the Prospectus. Council Regulation (EC) no. 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (as amended) is directly applicable in France.

Characteristics of the units or shares: The sub-fund has four unit classes. The units are denominated in USD. The units are issued in units or thousandths of a unit.

Subscription and redemption procedures: - Date and frequency of net asset value calculation:

The net asset value is determined every Friday, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the Shanghai Stock Exchange) are closed. In such a case, the net asset value is determined on the preceding business day. It is calculated and published no later than three (3) business days after the date on which it has been determined. The custodian settles the units no later than three (3) business days after the date that the net asset value has been calculated and published. In addition, an indicative net asset value that does not give rise to subscriptions and redemptions or switches between sub-funds is determined daily, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the Shanghai Stock Exchange) are closed. This indicative net asset value is only published at the end of the month. It may, however, be obtained on request from the management company. - Initial net asset value:

A unit: USD 100 I unit: USD 5,000,000 R unit: USD 5,000,000 S unit: USD 10,000,000 Based on the net asset value as at 17 December 2010, the net asset values of the I and R units were divided by 100, the net asset value of the S unit was divided by 1,000, and the numbers of units were proportionately multiplied so that the amount of assets held by each unitholder remains unchanged.

- Minimum initial subscription amount: A unit: USD 20,000 or in accordance with the investor’s profile. I unit: USD 5,000,000. R unit: USD 5,000,000. S unit: USD 20,000,000. This minimum initial subscription condition does not apply to the management company or to the custodian, who may subscribe to just one unit or one thousandth of a unit.

- Minimum subsequent subscription amount:

Page 21: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

21 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

A, I, R and S units: one thousandth of a unit - Subscription and redemption procedures:

The custodian has a minimum period of thirty-five (35) days from the clearing date of the redemption order to settle the order. 1) The net asset value is determined every Friday, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the Shanghai Stock Exchange) are closed. In such a case, the net asset value is determined on the preceding business day. 2) The net asset value is calculated and published no later than three (3) business days after the date on which it has been determined. 3) The custodian settles the units no later than three (3) business days after the date on which the net asset value has been calculated and published.

Subscription orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) before 12.30 p.m. on the business day preceding the calculation of the net asset value (a Thursday, in most cases). If that day is a French public holiday or the Paris or Shanghai Stock Exchange is closed, they must be sent no later than 12.30 p.m. on the preceding business day. They are executed at the next net asset value. Redemption orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) no later than 12.30 p.m., thirty (30) calendar days before the date on which the net asset value is calculated. If that day is a French public holiday or the Paris or Shanghai Stock Exchange is closed, they must be sent no later than 12.30 p.m. on the preceding business day.

If thirty (30) calendar days’ advance notice has not been given, the redemption fees payable to third parties (maximum 20%) shall apply (see the “Charges and fees” section).

Specific case:

Switches between sub-funds, as well as “round trips” via simultaneous subscription and redemption transactions within the same sub-fund, for the same amount and the same unitholder, may be executed on the official net asset values determined on the same day.

The orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) no later than 12.30 p.m. on the business day preceding the calculation of the net asset value (a Thursday, in most cases). If that day is not a business day in France or Shanghai, they must be sent no later than 12.30 p.m. on the previous business day. They are executed at the next net asset value.

Subscribers must send the switch notification form provided in the notes to the Custodian, Edmond de Rothschild (France), in order to show that the order is for a switch transaction and not an early redemption for which high redemption fees would be charged. Such switch transactions will result in a maximum fee of 2% payable to third parties.

Gate provision: In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly in USD, subject to the approval of the Chinese authorities. Under normal operating conditions, the currency repatriation process does not pose any specific problems for the Fund. However, in the event of specific circumstances relating to decisions by the Chinese authorities that affect the currency repatriation process, the management company reserves the right not to execute all the redemption orders received. Thus, in the event that total redemption requests, net of subscription requests, on a single net asset value exceed 10% of the AIF’s net assets or 10% of the units issued by the AIF, the management company may decide to redeem up to 10% of the AIF’s net assets or 10% of the units issued, on a pro rata basis for each request. The 10% threshold is calculated net of subscription requests, based on the last known or estimated net asset value, the last known net assets and the last known number of units outstanding. Redemption requests that have been reduced proportionally and pending execution shall be automatically postponed to the next net asset value. Postponed requests shall not be given priority over subsequent redemption requests. Unitholders whose redemption requests have been reduced shall be informed thereof as soon as possible after the date of clearing by the transfer agent. This right applies to each net asset value.

Page 22: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

22 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Exemption from the gate provision:

This gate provision does not apply to simultaneous redemption and subscription transactions in the same sub-fund for the same amount and the same unitholder, executed on the net asset values determined on the same day.

- Address of the institution appointed to receive subscription and redemption orders in France:

EDMOND DE ROTHSCHILD (FRANCE) (delegated transfer agent) 47 rue du Faubourg Saint-Honoré, 75401 PARIS CEDEX 08, France CACEIS BANK LUXEMBOURG, 5 Allée Scheffer, L-2520 Luxembourg, Luxembourg

- Place and method of publication of the net asset value (official and indicative):

EDMOND DE ROTHSCHILD (FRANCE), 47 rue du Faubourg Saint-Honoré, 75401 PARIS CEDEX 08, France

Charges and fees:

- Subscription and redemption fees: Subscription and redemption fees increase the subscription price paid by the investor or reduce the redemption price. The fees payable to the sub-fund serve to offset the charges incurred by the AIF when investing and divesting investors’ monies. Fees which are not paid to the Fund are paid to the management company, promoter, etc.

Fees payable by the investor on subscriptions and redemptions

Basis Rate scale A, I, R and S

units (*)

Subscription fee payable to third parties Subscription fee payable to the sub-fund

Net asset value x Number of units

Maximum 5% None

If complying with the notice period defined under the heading “Subscription and redemption procedures” Redemption fee payable to third parties Redemption fee payable to the sub-fund

Net asset value x Number of units

None None

If not complying with the notice period defined under the heading “Subscription and redemption procedures” Redemption fee payable to third parties Redemption fee payable to the sub-fund

Net asset value x Number of units

Amount per redemption

order

Maximum 20% (**)

None

(*) In the event of a redemption that does not comply with the advance notice period, the maximum redemption fee of 20% may only be charged upon receipt of the order by the AIF’s custodian. If switching between sub-funds, the maximum rate applicable to the redemption will be 2% and to the subscription 0%.

(**) The fee may only be charged by the management company.

- Operating and management fees:

These fees cover all costs charged directly to the AIF, with the exception of transaction fees. Transaction costs include intermediary fees (brokerage fees, local taxes, etc.) as well as any transaction fees that may be charged, particularly by the custodian and the management company. The following fees may be charged in addition to the operating and management fees: A performance fee. These reward the management company when the AIF exceeds its objectives. These

are therefore charged to the AIF; Transaction fees charged to the AIF; Fees linked to temporary purchases and sales of securities, if applicable.

Page 23: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

23 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Fees charged to the AIF Basis Rate scale

A unit I unit S unit R unit

Operating and management fees, including all taxes (as well as all charges except for transaction fees, performance fees and charges related to investments in UCIs or investment funds)

Net assets of the sub-fund

Maximum 2.00% incl.

taxes

Maximum 1.50% incl.

taxes

Maximum 1.00% incl.

taxes

Maximum 1.65% incl.

taxes

Performance fee (**) Net assets of the

sub-fund

15% of the performance above

that of the Shanghai and Shenzhen 300

benchmark index

None

Transaction fees paid to service providers: - Custodian: between 0% and 50% - Management company: between 50% and 100%

Deducted from each transaction

Variable depending on the instrument, in particular: per transaction, from 0 to a

maximum of 0.50% + VAT

(minimum of €0 to €200 depending on the instrument)

on coupons, from 0 to a maximum of 5% + VAT

(*) Incl. taxes = inclusive of all taxes. For this activity, the management company has not opted for VAT.

(**) Variable management fees will be payable to the management company in accordance with the following

procedures:

- Benchmark index: Shanghai and Shenzhen 300 Index, calculated in the AIF’s accounting currency, with no reinvestment of dividends.

- The performance fee is calculated by comparing the sub-fund’s performance with that of the benchmark index.

- Once the sub-fund has outperformed the benchmark index, a 10% provision net of tax shall be applied to the outperformance until 19 May 2010, and then 15% net of tax after that date.

For the A unit, the first reference period began on the date that the AIF was created and ended on the date that the net asset value for March 2008 was calculated. Subsequent reference periods shall end with the last net asset value for the month of March.

For the I unit, the first reference period began on 19 May 2010 and ended on the date that the last net asset value for March 2011 was calculated. Subsequent reference periods shall end with the last net asset value for the month of March.

- A provision will be made for performance fees each time the net asset value is calculated.

- This performance fee is payable annually after the last net asset value for the reference period has been calculated.

No performance fee will be charged if the sub-fund underperforms the benchmark index over the calculation period.

In the event of underperformance, the performance fee provision will be reduced by reversing the provision. The reversal cannot be more than the provision.

Page 24: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

24 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

When units are redeemed, the management company receives the portion of the performance fee corresponding to the units redeemed.

In the exceptional case where a sub-custodian applies an intermediary fee for a particular transaction not described in the conditions mentioned above, a description of the transaction and the transaction fees charged will be specified in the AIF’s management report.

Procedure for selecting intermediaries: In accordance with Article 314-75 of the AMF General Regulations, the management company has set up a “Best Selection/Best Execution policy” for intermediaries and counterparties. The purpose of this policy is to select, according to various predetermined criteria, the brokers and intermediaries whose execution policy will achieve the best possible results when executing orders. The Edmond de Rothschild Asset Management (France) Policy is available on its website at www.edram.fr.

Calculation and allocation of the proceeds resulting from temporary purchases and sales of securities and any equivalent transaction under foreign law: Repurchase agreements are conducted through Edmond de Rothschild (France) according to the prevailing market conditions at the time of the transaction. The costs and expenses linked to these transactions are borne by the AIF. Income generated by the transaction is paid in full to the AIF.

Page 25: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

25 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Edmond de Rothschild Chinabsolute sub-fund

The Edmond de Rothschild Chinabsolute sub-fund is a French professional investment fund which complies with the investment rules set out in Directive 2009/65/EC.

Classification: Balanced

Level of exposure in other French undertakings for collective investment, foreign UCITS, AIFs established in another member state of the European Union or foreign investment funds:

Up to 10% of net assets

Management objective: The sub-fund’s objective is to achieve positive performance over the recommended investment horizon, primarily through taking advantage of the appreciation in the CNY (Chinese yuan) against other currencies.

Benchmark index: The composition of the sub-fund’s portfolio is not related to a market index. Mentioning a benchmark index could therefore be misleading for investors.

Investment strategy: . Strategies used: Up to 100% of the sub-fund’s assets will be exposed to interest rate risk through investments in debt securities and money market instruments. The securities will primarily be denominated in CNY (Chinese yuan) and issued by public or private and equivalent issuers that have their registered office in China, and more generally in emerging countries, or that conduct the bulk of their business activities in China and in emerging countries.

The sub-fund may also hold its assets entirely in cash (e.g. via deposits) in CNY, USD, Hong Kong dollars (HKD), Singapore dollars (SGD) or Taiwan dollars (TWD). Lastly, the sub-fund may take advantage of opportunities by investing up to 100% of its net assets in equities or similar securities.

More specifically, the sub-fund will use the following financial instruments in order to achieve its management objective:

The maximum level of leverage for this AIF is 1.2.

o Equities: The sub-fund may invest up to 100% of its net assets in equities, either directly or via UCIs and other similar securities that are traded on regulated markets, of companies that carry out the majority of their business in China, with no market capitalisation restrictions. These companies are listed in Shanghai and Shenzhen or on other international markets.

The AIF may invest in “A shares”, which are usually reserved for Chinese domestic investors, via the use of investment quotas obtained on these markets (QFII) as well as via the Shanghai-Hong Kong Stock Connect programme.

The similar securities will primarily be ADRs (American depositary receipts) or GDRs (global depositary receipts) and non-voting shares.

The selection of securities is carried out in accordance with traditional financial analysis ratios (including price/sales, price/assets, PER, price/cash flow, return and earnings growth, etc.). External research is used to help the manager focus their own research on a smaller number of securities included in the investment scope. The choice of external analysts is also subject to a selection process defined by the management company. Securities selected in this way are then subject to fundamental analysis, which aims to determine the growth and performance potential for each security (detailed analysis of company financial statements, analysis of future sales, net income and cash flow prospects, multiple visits to companies in China, and meetings with company management teams and external analysts).

Page 26: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

26 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

o Debt securities and money market instruments: The sub-fund may invest up to 110% of its net assets, directly or via UCIs, in negotiable debt securities and other money market instruments listed in Shanghai and Shenzhen or on other international markets issued by public or similar and private entities that have their registered office in China and more generally in emerging countries, or that conduct the bulk of their business activities in China or in emerging countries. In this regard, the sub-fund may invest in convertible bonds issued by Chinese and emerging market entities, as well as in convertible bonds listed on other international markets and denominated in euros, US dollars or Asian currencies.

These securities are selected with no rating constraints: they may belong to the “Investment Grade” category (i.e. for which the risk of issuer default is lowest) or the “High Yield” category, including unrated securities. The “Investment Grade” category (i.e. for which the risk of issuer default is lowest) corresponds to a minimum rating of BBB- as awarded by Standard & Poor’s or another equivalent rating agency, or an equivalent internal rating from the management company. Securities in the “High Yield” category have a rating that is strictly below BBB- (as awarded by Standard & Poor’s or another equivalent rating agency, or have an equivalent internal rating from the management company) and may display speculative characteristics.

The selection of securities is not based automatically and exclusively on the rating criterion. It is mainly based on an internal analysis. Prior to each investment decision, the management company analyses each security on criteria other than its rating. In the event that an issuer in the High Yield category has their rating downgraded, the management company must conduct a detailed analysis in order to decide whether to sell or retain the security, so as to maintain the rating objective.

The sub-fund may invest in negotiable debt securities and money market instruments that are usually reserved for Chinese domestic investors, via the use of investment quotas obtained on these markets (QFII).

The negotiable debt securities and other money market instruments selected in this way will primarily be denominated in CNY (Chinese yuan), which potentially exposes up to 110% of the AIF’s net assets to currency risk.

o Shares or units of other French undertakings for collective investment or other foreign UCITS, AIFs or investment funds: The AIF may hold up to 10% of its assets in units or shares of French or foreign UCITS or French AIFs characterised as retail investment funds, regardless of their classification, in order to diversify exposure to other asset classes, including exchange-traded funds (ETFs), or money market or bond classes, particularly in order to invest cash.

Within this 10% limit, the AIF may also invest in shares or units of foreign AIFs that meet the regulatory eligibility criteria.

These UCIs and investment funds may be managed by the management company or by an affiliated company.

o Derivatives: The use of financial contracts is provided for subject to a limit of 10% of the net assets, and as part of the application of a dynamic strategy on the equity, interest rate, currency and index markets, and/or to some of their parameters or components (volatility, prices, sectors, etc.), and subject to a limit of 100% of the net assets as part of the application of a hedging strategy. In particular, the manager will trade:

- futures or forward currency contracts or currency swaps, in order to hedge exposure to currency risk;

- futures or options contracts and equity swaps traded on organised or regulated markets, in order to increase or decrease exposure to the equity and interest rate markets.

In this regard, the sub-fund may use financial contracts issued by issuers that have their registered office in China and in emerging countries, or that conduct the bulk of their business activities in China and in emerging countries.

o Embedded derivatives: The sub-fund may invest up to 10% of its net assets in securities with embedded derivatives. The strategy for the use of embedded derivatives is the same as that described for financial contracts. This includes, for example, warrants, convertible bonds and other instruments previously listed in the “Assets” section, which may be considered as securities with embedded derivatives, subject to changes in the regulations. These instruments are taken into account subject to a total overexposure limit of 110% of the net assets.

Page 27: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

27 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

o Deposits: Up to 100% of the sub-fund’s net assets may be invested in deposits denominated in CNY, USD, HKD, SGD or Taiwan dollars, depending on the expected trend in the CNY and other Asian currencies compared with the AIF’s accounting currency (USD).

o Cash borrowings:

The AIF may borrow cash on a temporary basis, subject to a limit of 10% of its net assets. o Temporary purchases and sales of securities: In order to achieve efficient portfolio management and without deviating from its investment objectives, the AIF may make temporary purchases of securities involving eligible financial securities or money market instruments, subject to a limit of 10% of its net assets. More precisely, these transactions will consist of reverse repurchase agreements linked to interest-rate and credit products of eurozone countries, and will be carried out in the context of cash management and/or the optimisation of the AIF’s income.

The expected proportion of assets under management that will be the subject of such a transaction will be 10% of the net assets.

The counterparties of these transactions are first-rate credit institutions domiciled in OECD countries that have a minimum rating of investment grade (rating greater than or equal to BBB- by Standard & Poor’s or equivalent, or a rating deemed equivalent by the management company).

These counterparties do not have any influence on the composition or management of the AIF’s portfolio.

In order to significantly reduce the total counterparty risk of instruments traded over the counter, the management company may receive cash collateral that will be deposited with the custodian and will not be subject to reinvestment.

Further information on the fees applicable to temporary purchases and sales of securities is provided in the “Charges and fees” section.

Risk profile: Your money will be invested primarily in financial instruments selected by the management company. These instruments will be subject to market trends and fluctuations. The risk factors described below are not exhaustive. It is the responsibility of each investor to analyse the risk associated with such an investment and to form their own opinion independently of the Edmond de Rothschild Group, by obtaining as much specialist advice on such matters as is necessary in order to ensure that this investment is appropriate for their financial situation.

All these risk factors may have a detrimental effect on the sub-fund’s net asset value. Main risks . Risk of capital loss:

The sub-fund does not guarantee or protect the capital invested, so investors may not recover the full amount of their initial capital invested.

. Discretionary management risk

The discretionary management style is based on anticipating the performance of different markets (equities and bonds). However, there is a risk that the sub-fund may not be invested in the best-performing markets at all times. The sub-fund’s performance may not be consistent with its objectives.

Currency risk:

Movements in the currency markets may lead to significant fluctuations in the net assets, which may have a negative impact on the sub-fund’s performance. As the sub-fund’s objective is to invest in securities denominated in currencies other than the accounting currency (USD), up to 110% of the net assets may be exposed to currency risk. This risk may be hedged in accordance with the manager’s expectations.

. Risks associated with emerging markets:

The sub-fund may be fully invested in securities listed in Shanghai and Shenzhen via the use of investment quotas obtained on these markets (QFII) as well as via the Shanghai-Hong Kong Stock Connect programme or on other international markets. In addition to the individual risks of each issuing company, there are also external risks, particularly in these markets. Furthermore, investors are reminded that the operating and oversight conditions in these markets may differ from the standards that prevail on major international exchanges. In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly in USD, with the approval of the Chinese authorities. These restrictions may have a potential impact on the liquidity conditions of the Fund. Investors’ attention is drawn to the fact that the taxation standards in force in mainland China are likely to differ from international standards, notably in terms of calculation procedures and the prohibition of retrospective awards. In particular, local laws provide for dividends and capital gains made on Chinese A and B shares to be subject

Page 28: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

28 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

to withholding tax. The Chinese authorities formally suspended the application of this law for an indefinite period from 17 November 2014; however, given that the procedures for calculating this tax for prior periods have not been formally specified, the provision that the Fund is likely to have established to address this risk may prove insufficient or, conversely, too large. Investors’ attention is drawn in particular to the fact that any provision established and, more generally, any tax expense that may result from the investments made by the sub-fund may be charged to the Fund’s assets and is therefore likely to have an impact on the net asset value of the Fund, which may go down as well as up.

Liquidity risk: Liquidity risk is the risk that the manager will be unable to sell a security at a reasonable price at the desired time. The sub-fund is exposed to liquidity risk as a result of its investments in equities listed in Shanghai and Shenzhen (see risks associated with emerging markets).

. Interest rate risk:

Interest rate risk might result in a fall in the value of the Fund’s capital in the event of an upward movement in the yield curve. Interest rate risk is limited to debt securities and money market instruments, which may account for a maximum of 110% of the net assets.

. Credit risk:

Credit risk is the risk whereby the issuer of bond or money market instruments cannot meet its obligations. By using securities chosen from among public or equivalent issues, the sub-fund reduces a large proportion of the risk linked to issuer default. However, such defaults may also have an impact on the securities of the issuers in question.

. Risk associated with investing in high-yield bonds:

The portfolio may be exposed to a risk relating to high-yield financial instruments; these instruments may represent a higher risk of default than instruments in the Investment Grade category (i.e. for which the risk of issuer default is lowest). In the event of default, the value of these instruments may decline sharply, resulting in a negative impact on the valuation of the portfolio.

. Counterparty risk:

Counterparty risk results from this sub-fund’s use of financial contracts traded on over-the-counter markets and/or of temporary purchases and sales of securities. Such transactions potentially expose the sub-fund to the risk that one of the counterparties may default.

. Equity risk:

The manager seeks equities that may outperform the markets, in both bull and bear phases. In the event of a downturn in the equity markets, the net asset value of the AIF may fall. As up to 110% of the sub-fund’s net assets may be exposed to these markets directly or through the use of financial contracts, its value may fall faster than the markets.

. Risks associated with small and mid-cap markets:

On these markets, securities are listed in limited amounts, so any rise or fall in these markets could be more dramatic and more rapid than those experienced by securities issued by large-cap companies. As a result, the net asset value of the sub-fund can fluctuate rapidly and significantly.

Secondary risks

. Risk associated with the use of financial contracts:

The sub-fund may invest up to 10% of its net assets in financial contracts.

The use of financial contracts will enable the sub-fund to expose up to 110% of its assets to the debt and equity markets, which may result in a risk of a more significant and abrupt fall in its net asset value than the fall on the markets in which the sub-fund is invested.

. Legal risk:

This is the risk of inadequately drafting contracts concluded with counterparties for temporary purchases and sales of securities.

. Risks linked to temporary purchases and sales of securities:

The use of these transactions and the management of their guarantees may involve certain specific risks such as operational risks or custody risk. These transactions may therefore lead to a negative effect on the net asset value of the AIF.

Target subscribers and typical investor profile: A units are intended for all subscribers who comply with the criteria set out in Article 423-2 of the AMF General Regulations.

Page 29: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

29 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

I units are intended for legal entities that comply with the criteria set out in Article 423-2 of the AMF General Regulations. This AIF is intended more specifically for investors who wish to diversify their portfolios by investing in shares of Chinese companies listed in Shanghai and Shenzhen or on other international markets, via an investment that involves specific risks. This AIF is not intended for sale to members of the People’s Republic of China (“PRC”), on behalf of and/or for the benefit of any citizen of the PRC or any legal entity registered in the PRC, which, to this end, does not include the administrative regions of Hong Kong, Macao or Taiwan. The information on the units described in this prospectus has not been submitted for the approval of the China Securities Regulatory Commission or any other governmental authority in China. The units of this AIF are not and will not be registered in the United States pursuant to the US Securities Act of 1933 as amended (“Securities Act 1933”) or under any other law of the United States. These units may not be offered, sold or transferred to the United States (including its territories and possessions) or benefit, directly or indirectly, any US Person (within the meaning of Regulation S of the Securities Act 1933). The subscription and purchase of the units of this AIF are reserved for: 1. The investors mentioned in paragraph 1 of Article L. 214-144 of the French Monetary and Financial Code; 2. Investors whose initial subscription is at least EUR 100,000; 3. All other investors once the subscription or purchase has been carried out in their name and on their behalf by an investment services provider acting within the framework of a portfolio management investment service pursuant to the terms and conditions set out in section I of Article L. 533-13 of the French Monetary and Financial Code and in Article 314-60. The appropriate amount to invest in this sub-fund depends on your personal situation. To determine that amount, investors are advised to seek professional advice in order to diversify their investments and determine the proportion of their financial portfolio or assets to be invested in this sub-fund, more specifically in view of the recommended investment period and exposure to the aforementioned risks, and their personal wealth, requirements and specific objectives. In any event, investors must diversify their portfolio sufficiently to avoid being exposed solely to the risks of this Fund. . Minimum recommended investment period: Over 5 years.

Procedures for determining and allocating distributable income:

Distributable income A and I units

Allocation of net income Accumulation

Allocation of net realised gains or losses

Accumulation

Distribution frequency: None.

Equal treatment of investors Pursuant to the provisions of Article 319-3 of the AMF General Regulations, the management company shall ensure that all unitholders receive equal treatment and rights proportional to the number of units that they hold in the Fund. No Investor shall receive preferential treatment that causes substantial overall harm to other Investors. Insofar as all the Investors enjoy the same rights attached to the units of the Fund, the management company considers that the requirement for equal treatment among Investors has been fulfilled.

Legal consequences related to the subscription of Fund units

Investors make a commitment to the Fund and to the management company in accordance with the terms of the Subscription Form, if applicable, and shall be bound by all the conditions set out in the Prospectus. Investors shall not acquire any direct rights over the assets of the Fund or its investments by virtue of the subscription or purchase of units in the Fund. The rights and responsibilities of Investors are set out in this Prospectus and shall be governed by French law. The French courts shall have exclusive jurisdiction in relation to any dispute arising from the interpretation or implementation of the Prospectus.

Page 30: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

30 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Council Regulation (EC) no. 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (as amended) is directly applicable in France.

Characteristics of the units or shares: The sub-fund has two unit classes. The units are denominated in USD. The units are issued in units or thousandths of a unit.

Subscription and redemption procedures: - Date and frequency of net asset value calculation:

The net asset value is determined every Friday, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the Shanghai Stock Exchange) are closed. In such a case, the net asset value is determined on the preceding business day. It is calculated and published no later than three (3) business days after the date on which it has been determined. The custodian settles the units no later than three (3) business days after the date that the net asset value has been calculated and published. In addition, an indicative net asset value that does not give rise to subscriptions and redemptions or switches between sub-funds is determined daily, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the Shanghai Stock Exchange) are closed. This indicative net asset value is only published at the end of the month. It may, however, be obtained on request from the management company.

- Initial net asset value:

A unit: USD 100 I unit: USD 5,000,000 Based on the net asset value as at 17 December 2010, the net asset value of the I unit was divided by 100 and the number of units was proportionately multiplied so that the amount of assets held by each unitholder remained unchanged.

- Minimum initial subscription amount: A unit: USD 20,000 or in accordance with the investor’s profile. I unit: USD 5,000,000 in one or more sub-funds of the AIF.

This minimum initial subscription condition does not apply to the management company or to the custodian, who may subscribe to just one unit or one thousandth of a unit.

- Minimum subsequent subscription amount: A and I units: one thousandth of a unit

- Subscription and redemption procedures: The custodian has a minimum period of thirty-five (35) days from the clearing date of the redemption order to settle the order. 1) The net asset value is determined every Friday, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the Shanghai Stock Exchange) are closed. In such a case, the net asset value is determined on the preceding business day. 2) The net asset value is calculated and published no later than three (3) business days after the date on which it has been determined. 3) The custodian settles the units no later than three (3) business days after the date on which the net asset value has been calculated and published. Subscription orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) before 12.30 p.m. on the day preceding the calculation of the net asset value (a Thursday, in most cases). If that day is a French public holiday or the Paris or Shanghai Stock Exchange is closed, they must be sent no later than 12.30 p.m. on the preceding business day. They are executed at the next net asset value. Redemption orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) no later than 12.30 p.m., thirty (30) calendar days before the date on which the net asset value is calculated. If that day is a French public holiday or the Paris or Shanghai Stock Exchange is closed, they must be sent no later than 12.30 p.m. on the preceding business day. If thirty (30) calendar days’ advance notice has not been given, the redemption fees payable to third parties (maximum 20%) shall apply (see the “Charges and fees” section).

Specific case:

Page 31: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

31 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Switches between sub-funds, as well as “round trips” via simultaneous subscription and redemption transactions within the same sub-fund, for the same amount and for the same unitholder, may be executed on the official net asset values determined on the same day. The orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) no later than 12.30 p.m. on the business day preceding the calculation of the net asset value (a Thursday, in most cases). If that day is not a business day in France or Shanghai, they must be sent no later than 12.30 p.m. on the previous business day. They are executed at the next net asset value. Subscribers must send the switch notification form provided in the notes to the Custodian, Edmond de Rothschild (France), in order to show that the order is for a switch transaction and not an early redemption for which high redemption fees would be charged. Such switch transactions will result in a maximum fee of 2% payable to third parties.

Gate provision:

In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly in USD, subject to the approval of the Chinese authorities. Under normal operating conditions, the currency repatriation process does not pose any specific problems for the Fund. However, in the event of specific circumstances relating to decisions by the Chinese authorities that affect the currency repatriation process, the management company reserves the right not to execute all the redemption orders received. Thus, in the event that total redemption requests, net of subscription requests, on a single net asset value exceed 10% of the AIF’s net assets or 10% of the units issued by the AIF, the management company may decide to redeem up to 10% of the AIF’s net assets or 10% of the units issued, on a pro rata basis for each request. The 10% threshold is calculated net of subscription requests, based on the last known or estimated net asset value, the last known net assets and the last known number of units outstanding. Redemption requests that have been reduced proportionally and pending execution shall be automatically postponed to the next net asset value. Postponed requests shall not be given priority over subsequent redemption requests. Unitholders whose redemption requests have been reduced shall be informed thereof as soon as possible after the date of clearing by the transfer agent. This right applies to each net asset value.

Redemption requests that have been reduced proportionally and pending execution shall be automatically postponed to the next net asset value. Postponed requests shall not be given priority over subsequent redemption requests. Unitholders whose redemption requests have been reduced shall be informed thereof as soon as possible after the date of clearing by the transfer agent. This right applies to each net asset value.

Exemption from the gate provision:

This gate provision does not apply to simultaneous redemption and subscription transactions in the same sub-fund for the same amount and for the same unitholder, executed on the net asset values determined on the same day.

- Address of the institution appointed to receive subscription and redemption orders in France: EDMOND DE ROTHSCHILD (FRANCE) (delegated transfer agent) 47 rue du Faubourg Saint-Honoré, 75401 PARIS CEDEX 08, France CACEIS BANK LUXEMBOURG, 5 Allée Scheffer, L-2520 Luxembourg, Luxembourg

- Place and method of publication of the net asset value (official and indicative): EDMOND DE ROTHSCHILD (FRANCE) 47 rue du Faubourg Saint-Honoré, 75401 PARIS CEDEX 08, France

Charges and fees:

- Subscription and redemption fees: Subscription and redemption fees increase the subscription price paid by the investor or reduce the redemption price. The fees payable to the AIF serve to offset the charges incurred by the AIF when investing and divesting investors’ monies. Fees which are not paid to the Fund are paid to the management company, promoter, etc.

Page 32: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

32 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Fees payable by the investor on subscriptions and redemptions

Basis Rate scale A and I units (*)

Subscription fee payable to third parties Subscription fee payable to the sub-fund

Net asset value x Number of units

Maximum 5% None

If complying with the notice period defined under the heading “Subscription and redemption procedures” Redemption fee payable to third parties Redemption fee payable to the sub-fund

Net asset value x Number of units

None None

If not complying with the notice period defined under the heading “Subscription and redemption procedures” Redemption fee payable to third parties Redemption fee payable to the sub-fund

Net asset value x Number of units

Amount per redemption

order

Maximum 20% (**)

None

(*) In the event of a redemption that does not comply with the advance notice period, the maximum redemption fee of 20% may only be charged upon receipt of the order by the AIF’s custodian If switching between sub-funds, the maximum rate applicable to the redemption will be 2% and to the subscription 0%.

(**) The fee may only be charged by the management company

- Operating and management fees: These fees cover all costs charged directly to the sub-fund, with the exception of transaction fees. Transaction costs include intermediary fees (brokerage fees, local taxes, etc.) as well as any transaction fees that may be charged, particularly by the custodian and the management company. The following fees may be charged in addition to the operating and management fees: A performance fee. These reward the management company when the AIF exceeds its objectives. These

are therefore charged to the AIF; Transaction fees charged to the sub-fund; Fees linked to temporary purchases and sales of securities, if applicable.

Fees charged to the AIF Basis Rate and scale

A unit I unit

Operating and management fees, including all taxes (as well as all charges except for transaction fees, performance fees and charges related to investments in UCIs or investment funds)

Net assets of the sub-fund

Maximum 2.00%

incl. taxes*

Maximum 1.50%

incl. taxes*

Performance fee Net assets of the

sub-fund

15% of the performance in excess of a performance equal to 9% net p.a. (**)

Transaction fees paid to service providers: - Custodian: between 0% and 50% - Management company: between 50% and 100%

Deducted from each transaction

Variable depending on the instrument, in particular: per transaction, from 0 to a

maximum of 0.50% + VAT

(minimum of €0 to €200 depending on the instrument)

on coupons, from 0 to a maximum of 5% + VAT

(*) Incl. taxes = inclusive of all taxes. For this activity, the management company has not opted for VAT.

(**) Variable management fees will be payable to the management company in accordance with the following

procedures:

- The performance fee is calculated by comparing the sub-fund’s performance with a 9% threshold calculated on a pro rata basis.

Page 33: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

33 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

- Once the sub-fund has outperformed the 9% threshold, a provision amounting to 15% net of tax will be applied to the outperformance.

For the A unit, the first reference period began on the date that the Fund was created and ended on the date that the net asset value for November 2008 was calculated. The next reference period began on 1 December 2008 and ended on the date that the net asset value for the end of November 2009 was calculated.

For the I unit, the first reference period began on 19 May 2010 and ended on the date that the last net asset value for November 2010 was calculated. Subsequent reference periods shall end with the last net asset value for the month of November.

- A provision will be made for performance fees each time the net asset value is calculated.

- This performance fee is payable annually after the last net asset value for the reference period has been calculated.

No performance fee will be charged if the sub-fund underperforms the 9% threshold over the calculation period.

In the event of underperformance, the performance fee provision will be reduced by reversing the provision. The reversal cannot be more than the provision.

When units are redeemed, the management company receives the portion of the performance fee corresponding to the units redeemed.

In the exceptional case where a sub-custodian applies an intermediary fee for a particular transaction not described in the conditions mentioned above, a description of the transaction and the transaction fees charged will be specified in the AIF’s management report.

Procedure for selecting intermediaries: In accordance with Article 314-75 of the AMF General Regulations, the management company has set up a “Best Selection/Best Execution policy” for intermediaries and counterparties. The purpose of this policy is to select, according to various predetermined criteria, the brokers and intermediaries whose execution policy will achieve the best possible results when executing orders. The Edmond de Rothschild Asset Management (France) Policy is available on its website at www.edram.fr.

Calculation and allocation of the proceeds resulting from temporary purchases and sales of securities and any equivalent transaction under foreign law: Repurchase agreements are conducted through Edmond de Rothschild (France) according to the prevailing market conditions at the time of the transaction. The costs and expenses linked to these transactions are borne by the AIF. Income generated by the transaction is paid in full to the AIF.

Page 34: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

34 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Edmond de Rothschild Chinagora N sub-fund

Classification: International equities.

Level of exposure in other French undertakings for collective investment, foreign UCITS, AIFs established in another member state of the European Union or foreign investment funds:

The Fund has the option of investing more than 20% of its net assets in units or shares of UCIs.

Management objective: The objective is to achieve long-term performance above that of the Shanghai and Shenzhen 300 Index. Its performance may be different from that of the master fund due to fees specific to the feeder fund and the foreign-exchange hedging policy implemented in respect of the feeder fund. Depending on the master AIF’s hedging policy, unitholders will be fully or partially exposed to the USD currency risk against the CNY (Chinese yuan), the Hong Kong dollar, the Singapore dollar, and the Taiwan dollar.

Benchmark index: The Shanghai and Shenzhen 300 Index with no reinvestment of dividends (expressed in USD) will serve as the benchmark index for the AIF’s performance. This index is updated on a daily basis with no reinvestment of dividends, and its Bloomberg code is SHSZ300 Index. The index is comprised of the 300 largest Chinese companies listed on the two local exchanges in yuan (CNY).

Investment strategy: The sub-fund is a feeder fund for the Edmond de Rothschild Chinagora sub-fund. The AIF’s assets will be fully and permanently invested in A units of the Edmond de Rothschild Chinagora sub-fund, the strategy of which is described below as a reminder, and in cash on an ancillary basis. However, the currency risk attached to the feeder AIF must be considered together with the currency risk attached to the master AIF, which uses the USD as its accounting currency, but has a portfolio that includes securities listed in CNY (Chinese yuan), Hong Kong dollars, Singapore dollars and Taiwan dollars, and is exposed to the risk attached to the CNY (Chinese yuan), Hong Kong dollar, Singapore dollar and Taiwan dollar against the USD. The policy of the feeder AIF, which is denominated in EUR and has a portfolio including units of the master sub-fund denominated in USD, is to systematically hedge the USD/EUR currency risk up to an amount equivalent to the units of the master AIF in the portfolio of the feeder AIF. It is therefore ultimately exposed to the risk of the CNY (Chinese yuan), Hong Kong dollar, Singapore dollar and Taiwan dollar against the US dollar. Moreover, when the master AIF hedges the currency risk attached to the USD against the CNY (Chinese yuan), Hong Kong dollar, Singapore dollar and Taiwan dollar, the feeder AIF will be hedged accordingly against the US dollar currency risk in relation to these various currencies.

Reminder of the management objective of the Edmond de Rothschild Chinagora master fund: The objective is to achieve long-term performance above that of the Shanghai and Shenzhen 300 Index. Reminder of the benchmark index for the Edmond de Rothschild Chinagora master fund: The Shanghai and Shenzhen 300 Index with no reinvestment of dividends (expressed in USD) will serve as the benchmark index for the AIF’s performance. This index is updated on a daily basis with no reinvestment of dividends, and its Bloomberg code is SHSZ300 Index. The index is comprised of the 300 largest Chinese companies listed on the two local exchanges in yuan (CNY).

Reminder of the investment strategy of the Edmond de Rothschild Chinagora master fund: . Strategies used:

The strategy focuses on identifying companies that offer the highest potential risk/reward ratio. It is based on the selection and dynamic management of securities that correspond to the management objective. The composition of the portfolio may be totally different from that of the Shanghai and Shenzhen 300 Index.

The AIF’s sector-based diversification aims to limit the portfolio’s volatility, as the objective is to achieve volatility that is lower than that of the Chinese equity market.

Page 35: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

35 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

The selection of securities is carried out in accordance with traditional financial analysis ratios (including price/sales, price/assets, PER, price/cash flow, return and earnings growth, etc.).

Page 36: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

36 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

External research is used to help the manager focus their own research on a smaller number of securities included in the investment scope. The choice of external analysts is also subject to a selection process defined by the management company. Securities selected in this way are then subject to fundamental analysis, which aims to determine the growth and performance potential for each security (detailed analysis of company financial statements, analysis of future sales, net income and cash flow prospects, multiple visits to companies in China, and meetings with company management teams and external analysts). The resulting portfolio is concentrated, which enables the managers to maintain direct contact with the management teams of the companies selected.

The management company implements a discretionary management strategy, which aims to expose between 70% and 110% of the sub-fund’s net assets to equities and other similar securities traded on regulated markets, issued by companies listed in Shanghai and Shenzhen or on other international markets, and between 0% and 30% of its net assets to bonds and debt securities.

Equities will be selected in accordance with the following strategy: - The securities universe in which the sub-fund is invested covers shares of companies across all

sectors, listed in SHANGHAI and SHENZHEN or on other international markets, with a market capitalisation that is generally greater than USD 500 million. In addition, small-cap companies (with a market capitalisation of less than USD 100 million) may represent up to 20% of the net assets.

- External analysts’ reports are used to assist managers in conducting their own research on a limited number of securities included in the investment scope. The choice of external analysts is also subject to a selection process defined by the management company.

- The chosen securities are then subject to quantitative and qualitative analysis. The manager will then select the securities with the best growth and performance potential.

The shares selected in this way will mainly be denominated in CNY (Chinese yuan), USD, Hong Kong dollars, Singapore dollars and Taiwan dollars, thereby exposing up to 110% of the sub-fund’s net assets, including financial contracts, to both equity and currency risk. Depending on the manager’s expectations regarding the downward trend in currency movements compared with the AIF’s accounting currency (USD), and in order to hedge currency risk, the sub-fund may use forward currency contracts, swaps or currency options.

Depending on the manager’s expectations regarding trends in equity markets, the sub-fund may: - Invest between 0% and 30% of its net assets in bonds traded on a regulated European or Chinese

market, in order to protect the sub-fund’s performance. These bonds will be denominated in CNY, USD, Hong Kong dollars or euros, depending on the expected trend in the exchange rate between these currencies and the AIF’s accounting currency (USD). The securities will be selected primarily from among public or equivalent issues with a short-term rating of A2 or higher, as awarded by Standard & Poor’s or another equivalent rating agency, or with an equivalent internal rating from the management company, without restriction in terms of their duration. In this case, the securities will be selected on the basis of their expected return;

- Use futures or options contracts traded on organised or regulated markets, subject to a limit of 100% of the net assets, in order to increase or decrease equity exposure;

- Use options contracts on shares traded on organised or regulated markets, subject to a limit of 25% of the net assets, both to reduce the volatility of the shares and to increase the sub-fund’s exposure to a limited number of shares. The increase in this exposure to each share is limited to 100% of the amount held in this security in the portfolio.

- The selection of securities is not based automatically and exclusively on the rating criterion. It is mainly based on an internal analysis. Prior to each investment decision, the management company analyses each security on criteria other than its rating. In the event that an issuer in the High Yield category has their rating downgraded, the management company must conduct a detailed analysis in order to decide whether to sell or retain the security, so as to maintain the rating objective.

The maximum level of leverage for this AIF is 1.2.

. On assets:

o Equities: At least 70% of the sub-fund is invested in the shares or similar securities of Chinese companies listed in Shanghai or Shenzhen, or on other international markets. The market capitalisation of these companies will usually be above USD 500 million, with no sector restrictions. The AIF may invest in “A shares”, which are usually reserved for Chinese domestic investors, via the use of investment quotas obtained on these markets (QFII) as well as via the Shanghai-Hong Kong Stock Connect programme.

Page 37: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

37 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

In addition, small-cap companies (with a market capitalisation of less than USD 100 million) may represent up to 20% of the net assets. The similar securities will primarily be ADRs (American depositary receipts) or GDRs (global depositary receipts), P-Notes (participatory notes) and non-voting shares.

o Debt securities and money market instruments: The portfolio’s overall exposure to debt securities and money market instruments may represent up to 30% of the portfolio’s assets. Investments are made in bonds and debt securities in order to protect the AIF’s performance if a downturn in the equity markets is expected.

The sub-fund may invest in bonds and debt securities denominated in EUR, CNY, HKD, USD, SGD and TWD that are traded on a regulated market and are principally selected from among public or equivalent issues rated “investment grade” (i.e. those for which the risk of issuer default is lowest), in accordance with its investment strategy. As part of the cash management process, the sub-fund’s assets may include debt securities or bonds that are principally denominated in USD. Such instruments, generally with a residual duration of less than three months, shall be issued without restriction in terms of allocation between sovereign and corporate debt, by sovereign states, assimilated institutions or by entities with a short-term rating of A2 or higher, as awarded by Standard & Poor’s or any other equivalent rating assigned by another independent agency. The selection of these securities is not based automatically and exclusively on the rating criterion. It is mainly based on an internal analysis. Prior to each investment decision, the management company analyses each security on criteria other than its rating.

o Shares or units of other French undertakings for collective investment or other foreign UCITS, AIFs or investment funds: The AIF may hold up to 10% of its assets in units or shares of French or foreign UCITS or French AIFs characterised as retail investment funds, regardless of their classification, in order to diversify exposure to other asset classes, including exchange-traded funds (ETFs), or money market or bond classes, particularly in order to invest cash. Within this 10% limit, the AIF may also invest in shares or units of foreign AIFs that meet the regulatory eligibility criteria. These UCIs and investment funds may be managed by the management company or by an affiliated company.

o Derivatives: The sub-fund may invest in financial contracts traded on regulated, organised or over-the-counter markets. Specifically, the manager will trade in: - forward currency contracts or currency swaps, in order to hedge the exposure to the USD, Hong

Kong dollar or the CNY; - index-linked futures contracts or options, in order to manage exposure to equity risk without

seeking overexposure, so that the exposure remains within a range of 70% to 110% of the net assets;

- options contracts on shares traded on organised or regulated markets, subject to a limit of 25% of the net assets, both to reduce the volatility of the shares and to increase the sub-fund’s exposure to a limited number of shares, without seeking overexposure. The increase in this exposure to each share is limited to 100% of the amount held in this security in the portfolio.

o Deposits: None

o Cash borrowings: The AIF may borrow cash on a temporary basis, subject to a limit of 10% of its net assets. .

o Temporary purchases and sales of securities: In order to achieve efficient portfolio management and without deviating from its investment objectives, the AIF may make temporary purchases of securities involving eligible financial securities or money market instruments, subject to a limit of 10% of its net assets. More precisely, these transactions will consist of reverse repurchase agreements linked to interest-rate and credit products of eurozone countries, and will be carried out in the context of cash management and/or the optimisation of the AIF’s income. The expected proportion of assets under management that will be the subject of such a transaction will be 10% of the net assets. The counterparties of these transactions are first-rate credit institutions domiciled in OECD countries that have a minimum rating of investment grade (rating greater than or equal to BBB- by Standard & Poor’s or equivalent, or a rating deemed equivalent by the management company). These counterparties do not have any influence on the composition or management of the AIF’s portfolio. In order to significantly reduce the total counterparty risk of instruments traded over the counter, the management company may receive cash collateral that will be deposited with the custodian and will not be subject to reinvestment.

Page 38: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

38 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Further information on the fees applicable to temporary purchases and sales of securities is provided in the “Charges and fees” section.

Risk profile: Your money will be invested primarily in financial instruments selected by the management company. These instruments will be subject to market trends and fluctuations. The risk factors described below are not exhaustive. It is the responsibility of each investor to analyse the risk associated with such an investment and to form their own opinion independently of the Edmond de Rothschild Group, by obtaining as much specialist advice on such matters as is necessary in order to ensure that this investment is appropriate for their financial situation. The main risks to which the sub-fund may be exposed are the same as those of the master fund, Edmond de Rothschild Chinagora. Depending on the master fund’s hedging policy, investors will be fully or partially exposed to the USD/EUR currency risk and to the currency risk between the CNY (Chinese yuan), the Hong Kong dollar, the Singapore dollar, the Taiwan dollar and the USD. The AIF may be exposed to a liquidity risk on the master fund in the event of a large redemption. The liquidity risk and the subscription and redemption terms are described in the section entitled “Subscription and redemption procedures” for the master fund, Edmond de Rothschild Chinagora.

Reminder of the risk profile of the Edmond de Rothschild Chinagora master sub-fund:

All these risk factors may have a detrimental effect on the sub-fund’s net asset value. Main risks . Risk of capital loss: The sub-fund does not guarantee or protect the capital invested, so investors may not recover the full amount of their initial capital invested. . Discretionary management risk: The discretionary management style is based on anticipating the performance of different markets (equities and bonds). However, there is a risk that the sub-fund may not be invested in the best-performing markets at all times. The sub-fund’s performance may not be consistent with its objectives. . Risks associated with emerging markets: The sub-fund may be fully invested in securities listed in Shanghai and Shenzhen via the use of investment quotas obtained on these markets (QFII) as well as via the Shanghai-Hong Kong Stock Connect programme or on other international markets. In addition to the individual risks of each issuing company, there are also external risks, particularly in these markets. Furthermore, investors are reminded that the operating and oversight conditions in these markets may differ from the standards that prevail on major international exchanges. In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly, with the approval of the Chinese authorities. These restrictions may have a potential impact on the liquidity conditions of the Fund. Investors’ attention is drawn to the fact that the taxation standards in force in mainland China are likely to differ from international standards, notably in terms of calculation procedures and the prohibition of retrospective awards. In particular, local laws provide for dividends and capital gains made on Chinese A and B shares to be subject to withholding tax. The Chinese authorities formally suspended the application of this law for an indefinite period from 17 November 2014; however, given that the procedures for calculating this tax for prior periods have not been formally specified, the provision that the Fund is likely to have established to address this risk may prove insufficient or, conversely, too large. Investors’ attention is drawn in particular to the fact that any provision established and, more generally, any tax expense that may result from the investments made by the sub-fund may be charged to the Fund’s assets and is therefore likely to have an impact on the net asset value of the Fund, which may go down as well as up.

. Equity risk: The manager seeks equities that may outperform the markets, in both bull and bear phases. In the event of a downturn in the equity markets, the net asset value of the sub-fund may fall. The sub-fund may be highly exposed to these markets (up to 110% of the net assets) and its value may fall faster than the markets.

. Currency risk: Movements in the currency markets may lead to significant fluctuations in the net assets, which may have a negative impact on the sub-fund’s performance. As the sub-fund’s objective is to invest in securities denominated in currencies other than the accounting currency (USD), up to 110% of the net assets may be exposed to currency risk. This risk may be hedged in accordance with the manager’s expectations.

Page 39: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

39 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

. Liquidity risk: The sub-fund may invest up to 20% of the net assets in small-cap companies and is therefore exposed to liquidity risk, i.e. the risk that the manager may not be able to sell a security at a reasonable price at the desired time. The sub-fund is also exposed to liquidity risk as a result of its investments in equities listed in Shanghai and Shenzhen (see risks associated with emerging markets). Other risks . Interest rate risk: Interest rate risk might result in a fall in the value of the Fund’s capital in the event of an upward movement in the yield curve. Interest rate risk is limited to debt securities and money market instruments, which may account for a maximum of 30% of the net assets. . Credit risk: Credit risk is the risk whereby the issuer of bond or money market instruments cannot meet its obligations. By using securities chosen from among public or equivalent issues, the sub-fund reduces a large proportion of the risk linked to issuer default. However, such defaults may also have an impact on the securities of the issuers in question. . Legal risk: This is the risk of inadequately drafting contracts concluded with counterparties for temporary purchases and sales of securities. . Risks linked to temporary purchases and sales of securities: The use of these transactions and the management of their guarantees may involve certain specific risks such as operational risks or custody risk. These transactions may therefore lead to a negative effect on the net asset value of the AIF.

Risk specific to the feeder fund:

. Specific currency risk: The currency risk attached to the feeder sub-fund must be considered together with the currency risk attached to the master fund, which uses the USD as its accounting currency, but has a portfolio that includes securities listed in CNY (Chinese yuan), Hong Kong dollars, Singapore dollars and Taiwan dollars, and is exposed to the risk attached to the CNY (Chinese yuan), Hong Kong dollar, Singapore dollar and Taiwan dollar against the USD. The policy of the feeder AIF, which is denominated in EUR and has a portfolio including units of the master sub-fund denominated in USD, is to systematically hedge the USD/EUR currency risk up to an amount equivalent to the units of the master fund in the portfolio of the feeder AIF. It is therefore ultimately exposed to the risk of the CNY (Chinese yuan), Hong Kong dollar, Singapore dollar and Taiwan dollar against the US dollar. Moreover, when the master fund hedges the currency risk attached to the USD against the CNY (Chinese yuan), Hong Kong dollar, Singapore dollar and Taiwan dollar, the feeder fund will be hedged accordingly against the US dollar currency risk in relation to these various currencies.

Target subscribers and typical investor profile: A units are intended for all subscribers who comply with the criteria set out in Article 423-2 of the AMF General Regulations. This sub-fund is intended more specifically for investors who wish to diversify their portfolios by investing in shares of Chinese companies listed in Shanghai and Shenzhen or on other international markets, via an investment that involves specific risks and subscription and redemption conditions. This sub-fund is not intended for sale to members of the People’s Republic of China (“PRC”), on behalf of and/or for the benefit of any citizen of the PRC or any legal entity registered in the PRC, which, to this end, does not include the administrative regions of Hong Kong, Macao or Taiwan. The information on the units described in this prospectus has not been submitted for the approval of the China Securities Regulatory Commission or any other governmental authority in China. The units of this AIF are not and will not be registered in the United States pursuant to the US Securities Act of 1933 as amended (“Securities Act 1933”) or under any other law of the United States. These units may not be offered, sold or transferred to the United States (including its territories and possessions) or benefit, directly or indirectly, any US Person (within the meaning of Regulation S of the Securities Act 1933). The subscription and purchase of the units of this AIF are reserved for: 1. The investors mentioned in paragraph 1 of Article L. 214-144 of the French Monetary and Financial Code; 2. Investors whose initial subscription is at least EUR 100,000; 3. All other investors once the subscription or purchase has been carried out in their name and on their behalf by an

investment services provider acting within the framework of a portfolio management investment service pursuant to the terms and conditions set out in section I of Article L. 533-13 of the French Monetary and Financial Code and in Article 314-60.

Minimum initial subscription amount: EUR 10,000 or in accordance with the investor’s profile.

Page 40: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

40 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Minimum subsequent subscription amount: 1 thousandth of a unit The appropriate amount to invest in this sub-fund depends on your personal situation. To determine that amount, investors are advised to seek professional advice in order to diversify their investments and determine the proportion of their financial portfolio or assets to be invested in this sub-fund, more specifically in view of the recommended investment period and exposure to the aforementioned risks, and their personal wealth, requirements and specific objectives. In any event, investors must diversify their portfolio sufficiently to avoid being exposed solely to the risks of this sub-fund. Minimum recommended investment period: Over 5 years.

Procedures for determining and allocating distributable income:

Distributable income A units

Allocation of net income Accumulation

Allocation of net realised gains or losses Accumulation

Distribution frequency: None.

Equal treatment of investors Pursuant to the provisions of Article 319-3 of the AMF General Regulations, the management company shall ensure that all unitholders receive equal treatment and rights proportional to the number of units that they hold in the Fund. No Investor shall receive preferential treatment that causes substantial overall harm to other Investors. Insofar as all the Investors enjoy the same rights attached to the units of the Fund, the management company considers that the requirement for equal treatment among Investors has been fulfilled.

Legal consequences related to the subscription of Fund units

Investors make a commitment to the Fund and to the management company in accordance with the terms of the Subscription Form, if applicable, and shall be bound by all the conditions set out in the Prospectus. Investors shall not acquire any direct rights over the assets of the Fund or its investments by virtue of the subscription or purchase of units in the Fund. The rights and responsibilities of Investors are set out in this Prospectus and shall be governed by French law. The French courts shall have exclusive jurisdiction in relation to any dispute arising from the interpretation or implementation of the Prospectus. Council Regulation (EC) no. 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (as amended) is directly applicable in France.

Characteristics of the units or shares: The sub-fund has one unit class. The units are denominated in euros. The units are issued in units or thousandths of a unit.

Subscription and redemption procedures: Date and frequency of net asset value calculation:

The net asset value is determined every Friday, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the Shanghai Stock Exchange) are closed. In such a case, the net asset value is determined on the preceding business day. It is calculated and published no later than three (3) business days after the date on which it has been determined. The custodian settles the units no later than three (3) business days after the date that the net asset value has been calculated and published.

In addition, an indicative net asset value that does not give rise to subscriptions and redemptions or switches between sub-funds is determined daily, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the

Page 41: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

41 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Shanghai Stock Exchange) are closed. This indicative net asset value is only published at the end of the month. It may, however, be obtained on request from the management company. - Initial net asset value:

A unit: EUR 100 - Minimum initial subscription amount:

A unit: EUR 10,000 or in accordance with the investor’s profile. - Minimum subsequent subscription amount:

A unit: 1 thousandth of a unit. - Subscription and redemption procedures:

The custodian has a minimum period of thirty-five (35) days from the clearing date of the redemption order to settle the order. 1) The net asset value is determined every Friday, with the exception of French public holidays and/or days on which the French markets (official EURONEXT PARIS S.A. calendar) and Chinese markets (official calendar of the Shanghai Stock Exchange) are closed. In such a case, the net asset value is determined on the preceding business day. 2) The net asset value is calculated and published no later than three (3) business days after the date on which it has been determined. 3) The custodian settles the units no later than three (3) business days after the date on which the net asset value has been calculated and published. Subscription orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) before 10.00 a.m. on the business day preceding the calculation of the net asset value (a Thursday, in most cases). If that day is a French public holiday or the Paris or Shanghai Stock Exchange is closed, they must be sent no later than 10.00 a.m. on the preceding business day. They are executed at the next net asset value. Redemption orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) no later than 10.00 a.m., thirty (30) calendar days before the date on which the net asset value is calculated. If that day is a French public holiday or the Paris or Shanghai Stock Exchange is closed, they must be sent no later than 10.00 a.m. on the preceding business day. If thirty (30) calendar days’ advance notice has not been given, the redemption fees payable to third parties (maximum 20%) shall apply (see the “Charges and fees” section). Specific case: Switches between sub-funds, as well as “round trips” via simultaneous subscription and redemption transactions within the same sub-fund, for the same amount and for the same unitholder, may be executed on the official net asset values determined on the same day. The orders must be sent to EDMOND DE ROTHSCHILD (FRANCE) no later than 10.00 a.m. on the business day preceding the calculation of the net asset value (a Thursday, in most cases). If that day is not a business day in France or Shanghai, they must be sent no later than 10.00 a.m. on the previous business day. They are executed at the next net asset value. Subscribers must send the switch notification form provided in the notes to the Custodian, Edmond de Rothschild (France), in order to show that the order is for a switch transaction and not an early redemption for which high redemption fees would be charged. Such switch transactions will result in a maximum fee of 2% payable to third parties.

Gate provision: In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly, subject to the approval of the Chinese authorities. Under normal operating conditions, the currency repatriation process does not pose any specific problems for the Fund. However, in the event of specific circumstances relating to decisions by the Chinese authorities that affect the currency repatriation process, the management company reserves the right not to execute all the redemption orders received. Thus, in the event that total redemption requests, net of subscription requests, on a single net asset value exceed 10% of the AIF’s net assets or 10% of the units issued by the AIF, the management company may decide to redeem up to 10% of the AIF’s net assets or 10% of the units issued, on a pro rata basis for each request. The 10% threshold is calculated net of subscription requests, based on the last known or estimated net asset value, the last known net assets and the last known number of units outstanding. Redemption requests that have been reduced proportionally and pending execution shall be automatically postponed to the next net asset value.

Page 42: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

42 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Postponed requests shall not be given priority over subsequent redemption requests. Unitholders whose redemption requests have been reduced shall be informed thereof as soon as possible after the date of clearing by the transfer agent. This right applies to each net asset value.

Exemption from the gate provision:

This gate provision does not apply to simultaneous redemption and subscription transactions in the same sub-fund for the same amount and for the same unitholder, executed on the net asset values determined on the same day.

- Address of the institution appointed to receive subscription and redemption orders in France: EDMOND DE ROTHSCHILD (FRANCE) (delegated transfer agent) 47 rue du Faubourg Saint-Honoré, 75401 PARIS CEDEX 08, France CACEIS BANK LUXEMBOURG, 5 Allée Scheffer, L-2520 Luxembourg, Luxembourg

- Place and method of publication of the net asset value (official and indicative): EDMOND DE ROTHSCHILD (FRANCE) 47 rue du Faubourg Saint-Honoré, 75401 PARIS CEDEX 08, France

Charges and fees:

- Subscription and redemption fees: Subscription and redemption fees increase the subscription price paid by the investor or reduce the redemption price. The fees payable to the AIF serve to offset the charges incurred by the AIF when investing and divesting investors’ monies. Fees which are not paid to the Fund are paid to the management company, promoter, etc.

Fees payable by the investor on subscriptions and redemptions

Basis Rate and scale A units

Subscription fee payable to third parties Subscription fee payable to the sub-fund

Net asset value x Number of units

Maximum 5% None

If complying with the notice period defined under the heading “Subscription and redemption procedures” Redemption fee payable to third parties Redemption fee payable to the sub-fund

Net asset value x Number of units

None None

If not complying with the notice period defined under the heading “Subscription and redemption procedures” Redemption fee payable to third parties Redemption fee payable to the sub-fund

Net asset value x Number of units

Amount per redemption

order

Maximum 20% (**)

None

The subscription fee is not applied to units subscribed by the feeder fund. (*) In the event of a redemption that does not comply with the advance notice period, the maximum redemption

fee of 20% may only be charged upon receipt of the order by the AIF’s custodian If switching between sub-funds, the maximum rate applicable to the redemption will be 2% and to the subscription 0%.

(**) The fee may only be charged by the management company

- Operating and management fees

These fees cover all costs charged directly to the sub-fund, with the exception of transaction fees. Transaction costs include intermediary fees (brokerage fees, local taxes, etc.) as well as any transaction fees that may be charged, particularly by the custodian and the management company. The following fees may be charged in addition to the operating and management fees:

Page 43: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

43 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

A performance fee. These reward the management company when the AIF exceeds its objectives. These are therefore charged to the AIF;

Transaction fees charged to the AIF; Fees linked to temporary purchases and sales of securities, if applicable.

Fees charged to the AIF Basis Rate scale A units

Operating and management fees, including all taxes (as well as all charges except for transaction fees, performance fees and charges related to investments in UCIs or investment funds)

Net assets of the sub-fund

Maximum 0.05% incl. taxes*

Performance fee Net assets of the sub-

fund None

Transaction fees paid to service providers: Custodian: between 0% and 50% Management company: between 50% and 100%

- None

* Incl. taxes = inclusive of all taxes. For this activity, the management company has not opted for VAT.

Reminder of the charges and fees applicable to the Edmond de Rothschild Chinagora master fund:

Subscription and redemption fees:

Fees payable by the investor on subscriptions and redemptions

Basis Rate scale A, I, R and S

units (*)

Subscription fee payable to third parties Subscription fee payable to the sub-fund

Net asset value x Number of units

Maximum 5% None

If complying with the notice period defined under the heading “Subscription and redemption procedures”

Redemption fee payable to third parties Redemption fee payable to the sub-fund

Net asset value x Number of units

None None

If not complying with the notice period defined under the heading “Subscription and redemption procedures”

Redemption fee payable to third parties

Redemption fee payable to the sub-fund

Net asset value x Number of units

Amount per redemption

order

20% (**)

None

(*) In the event of a redemption that does not comply with the advance notice period, the maximum redemption fee of 20% may only be charged upon receipt of the order by the AIF’s custodian. If switching between sub-funds, the maximum rate applicable to the redemption will be 2% and to the subscription 0%.

(**) The fee may only be charged by the management company.

Page 44: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

44 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Operating and management fees:

Fees charged to the AIF Basis Rate scale

A unit I unit S unit R unit

Operating and management fees, including all taxes (as well as all charges except for transaction fees, performance fees and charges related to investments in UCIs or investment funds)

Net assets of the sub-fund

Maximum 2.00% incl.

taxes*

Maximum 1.50% incl.

taxes*

Maximum 1.00% incl.

taxes*

Maximum 1.65% incl.

taxes*

Performance fee (**) Net assets of the sub-fund

15% of the performance above that of the Shanghai and Shenzhen 300 benchmark index

None

Transaction fees paid to service providers: - Custodian: between 0% and 50% - Management company: between 50% and 100%

Deducted from each

transaction

Variable depending on the instrument, in particular: per transaction, from 0 to a maximum of

0.50% + VAT

(minimum of €0 to €200 depending on the instrument)

on coupons, from 0 to a maximum of 5% + VAT

(*) Incl. taxes = inclusive of all taxes. For this activity, the management company has not opted for VAT.

(**) Variable management fees will be payable to the management company in accordance with the

following procedures:

- Benchmark index: Shanghai and Shenzhen 300 Index, calculated with no reinvestment of dividends in the Fund’s accounting currency.

- The performance fee is calculated by comparing the sub-fund’s performance with that of the benchmark index.

- Once the sub-fund has outperformed the benchmark index, a 10% provision net of tax shall be applied to the outperformance until 19 May 2010, and then 15% net of tax after that date.

For the A unit, the first reference period began on the date that the Fund was created and ended on the date that the net asset value for March 2008 was calculated. Subsequent reference periods shall end with the last net asset value for the month of March.

For the I unit, the first reference period began on 19 May 2010 and ended on the date that the last net asset value for March 2010 was calculated. Subsequent reference periods shall end with the last net asset value for the month of March.

- A provision will be made for performance fees each time the net asset value is calculated.

- This performance fee is payable annually after the last net asset value for the reference period has been calculated.

No performance fee will be charged if the sub-fund underperforms the benchmark index over the calculation period.

Page 45: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

45 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

In the event of underperformance, the performance fee provision will be reduced by reversing the provision. The reversal cannot be more than the provision.

When units are redeemed, the management company receives the portion of the performance fee corresponding to the units redeemed.

In the exceptional case where a sub-custodian applies an intermediary fee for a particular transaction not described in the conditions mentioned above, a description of the transaction and the transaction fees charged will be specified in the AIF’s management report.

Procedure for selecting intermediaries: In accordance with Article 314-75 of the AMF General Regulations, the management company has set up a “Best Selection/Best Execution policy” for intermediaries and counterparties. The purpose of this policy is to select, according to various predetermined criteria, the brokers and intermediaries whose execution policy will achieve the best possible results when executing orders. The Edmond de Rothschild Asset Management (France) Policy is available on its website at www.edram.fr.

Calculation and allocation of the proceeds resulting from temporary purchases and sales of securities and any equivalent transaction under foreign law: Repurchase agreements are conducted through Edmond de Rothschild (France) according to the prevailing market conditions at the time of the transaction. The costs and expenses linked to these transactions are borne by the AIF. Income generated by the transaction is paid in full to the AIF.

III. Investment rules

The Edmond de Rothschild Chinagora sub-fund and the Edmond de Rothschild Chinabsolute sub-fund are compliant with the investment rules set out in Directive 2009/65/EC.

The Edmond de Rothschild Chinagora N sub-fund is subject to the investment rules applicable to feeder AIFs.

Method used to calculate total risk: the sub-funds use the commitment method to calculate their total risk ratio.

IV. Asset valuation and accounting rules

Asset valuation rules: The net asset value per unit is calculated in accordance with the valuation rules specified below. The application procedures are set out in detail in the notes to the annual financial statements. The valuation is calculated on the basis of closing prices. - Securities traded on French or foreign regulated markets are valued at their market price. The valuation at the

reference market price is calculated in accordance with the procedures determined by the management company and described in the notes to the annual financial statements;

- Negotiable and other debt securities that are not traded in large volumes are valued using an actuarial method; the rate used is that applied to issues of equivalent securities plus or minus any differential representing the specific characteristics of the issuer of the security. However, negotiable debt securities with a residual maturity of three months and with low sensitivity may be valued using the straight line method. The procedures governing the application of these rules are determined by the management company and set out in detail in the notes to the annual financial statements;

- For transferable securities and other items on the balance sheet whose prices have not been quoted on the valuation date, the management company adjusts their valuation to reflect variations that current events would probably generate. The statutory auditor is notified of this decision;

- Futures and options traded on French or foreign organised markets are valued at their market value based on the procedures determined by the management company and described in the notes to the annual financial statements;

- Transactions involving futures, options or swaps concluded on over-the-counter markets authorised by the regulations applicable to AIFs are valued at their market value or at a value estimated in accordance with the procedures determined by the management company and described in the notes to the annual financial statements;

Page 46: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

46 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

- SICAV shares and mutual fund units are valued either on the basis of the last known net asset value or the last known market price on the valuation date.

Accounting method: The AIF has complied with the accounting rules set forth in the current regulations and, in particular, with the applicable chart of accounts. The following sub-funds use the US dollar as their accounting currency:

- Edmond de Rothschild Chinagora - Edmond de Rothschild Chinabsolute

All transactions are recorded exclusive of charges. The following sub-funds use the euro as their accounting currency:

- Edmond de Rothschild Chinagora N Interest is recorded using the interest received method.

Page 47: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

47 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

STATISTICS This section contains statistical information on the performance of the Edmond de Rothschild Chinagora sub-fund, the actual amount of charges levied, and the transactions carried out with parties affiliated to the management company.

PERFORMANCE OF EDMOND DE ROTHSCHILD CHINAGORA AT 31 DECEMBER 2015 – A UNIT – USD

PERFORMANCE OF EDMOND DE ROTHSCHILD CHINAGORA AT 31 DECEMBER 2015 – I UNIT – USD

Annualised performance

1 year 3 years 5 years

Sub-fund -4.50% 5.17% -0.56%

Shanghai and Shenzhen 300 Index (USD)

0.87% 12.37% 3.89%

Annualised performance 1 year 3 years 5 years

Sub-fund -4.02% 5.36% 0.01%

Shanghai and Shenzhen 300 Index (USD)

0.87% 12.37% 3.89%

DISCLAIMER AND COMMENTS Past performance is not an indication of future performance. It may vary over time. The indicated performance does not take into account the costs and fees incurred for the issuing and redemption of units.

The sub-fund’s performance is calculated with net coupons reinvested. However, the performance of the benchmark does not take distributed income into account.

The sub-fund’s performance is calculated with net coupons reinvested. However, the performance of the benchmark does not take distributed income into account.

DISCLAIMER AND COMMENTS Past performance is not an indication of future performance. It may vary over time. The indicated performance does not take into account the costs and fees incurred for the issuing and redemption of units.

117.4

-64.54

60.1

-9.23 -22.64

8.05 0.57 21.11

-4.5

-100

-50

0

50

100

150

2007 2008 2009 2010 2011 2012 2013 2014 2015

ANNUAL PERFORMANCE

-22.02

9.68

1.65

19.87

-4.02

-25

-20

-15

-10

-5

0

5

10

15 20

2011 2012 2013 2014 2015

ANNUAL PERFORMANCE

Page 48: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

48 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

PERFORMANCE OF EDMOND DE ROTHSCHILD CHINAGORA AT 31 DECEMBER 2015 – R UNIT – USD

PERFORMANCE OF EDMOND DE ROTHSCHILD CHINAGORA AT 31 DECEMBER 2015 – S UNIT – USD

Annualised performance 1 year 3 years 5

years

Sub-fund -4.40% 5.26% 0.07%

Shanghai and Shenzhen 300 Index (USD)

0.87% 12.37% 3.89%

Annualised performance 1 year 3 years 5

years

Sub-fund -3.78% 5.94% 0.65%

Shanghai and Shenzhen 300 Index (USD)

0.87% 12.37% 3.89%

The sub-fund’s performance is calculated with net coupons reinvested. However, the performance of the benchmark does not take distributed income into account.

DISCLAIMER AND COMMENTS Past performance is not an indication of future performance. It may vary over time. The indicated performance does not take into account the costs and fees incurred for the issuing and redemption of units.

DISCLAIMER AND COMMENTS Past performance is not an indication of future performance. It may vary over time. The indicated performance does not take into account the costs and fees incurred for the issuing and redemption of units. The sub-fund’s performance is calculated with net

coupons reinvested. However, the performance of the benchmark does not take distributed income into account.

-21.85

10.13

2.74

18.73

-4.4

-25

-20

-15

-10

-5

0

5

10

15 20

2011 2012 2013 2014 2015

ANNUAL PERFORMANCE

-21.66

10.9

3.41

19.51

-3.78

-25

-20

-15

-10

-5

0 5

10 15

20

2011 2012 2013 2014 2015

ANNUAL PERFORMANCE

Page 49: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

49 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

FEES CHARGED TO EDMOND DE ROTHSCHILD CHINAGORA DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016 – A UNITS –

USD

Operating and management fees 2.00%

Cost incurred through investment in other UCIs

This cost is based on: -

. Costs related to the purchase of UCIs - -

. Deductions made for trailer fees negotiated by the management company of the investing AIF

- -

Other fees charged to the AIF

These other fees consist of: 2.04%

. Performance fee 0.22%

. Transaction fees 1.82%

Total charged to the AIF during the last financial year 4.04%

FEES CHARGED TO EDMOND DE ROTHSCHILD CHINAGORA DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016 – I UNITS –

USD

Operating and management fees 1.50%

Cost incurred through investment in other UCIs

This cost is based on: -

. Costs related to the purchase of UCIs -

. Deductions made for trailer fees negotiated by the management company of the investing AIF

-

Other fees charged to the AIF

These other fees consist of: 1.82%

. Performance fee - -

. Transaction fees 1.82%

Total charged to the AIF during the last financial year 3.32%

FEES CHARGED TO EDMOND DE ROTHSCHILD CHINAGORA DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016 – R UNITS –

USD

Operating and management fees 1.65%

Cost incurred through investment in other UCIs

This cost is based on: -

. Costs related to the purchase of UCIs -

. Deductions made for trailer fees negotiated by the management company of the investing AIF

-

Other fees charged to the AIF

These other fees consist of: 1.82%

. Performance fee -

. Transaction fees 1.82%

Total charged to the AIF during the last financial year 3.47%

FEES CHARGED TO EDMOND DE ROTHSCHILD CHINAGORA DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016 – S UNITS –

USD

Operating and management fees 1.00%

Cost incurred through investment in other UCIs

This cost is based on: -

. Costs related to the purchase of UCIs -

. Deductions made for trailer fees negotiated by the management company of the investing AIF

-

Other fees charged to the AIF

These other fees consist of: 1.82%

. Performance fee -

. Transaction fees 1.82%

Total charged to the AIF during the last financial year 2.82%

Page 50: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

50 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Operating and management fees: These charges cover all the costs charged directly to the AIF, with the exception of transaction fees and, where applicable, the performance fee. Transaction costs include intermediary fees (brokerage, stock market taxes, etc.) and transaction fees (see below). Operating and management fees include, inter alia, investment management fees, administration and accounting fees, as well as custodian, safekeeping and auditing fees. Cost incurred through the purchase of UCIs: Some funds invest in other UCIs (target UCIs). Buying and holding a target UCI results in two types of cost for the investing AIF: - Subscription and redemption fees. However, the portion of these fees payable to the target UCI is considered a

transaction cost and is therefore not included here. - Fees charged directly to the target UCI, which constitute indirect costs for the investing UCI. In certain cases, the investing fund can negotiate trailer fees, i.e. a reduction in some of these fees. These reductions will reduce the total fees which the investing fund actually pays. Other fees charged to the AIF: Other fees may be charged to the AIF. Such fees include: - Performance fees: These reward the management company when the AIF exceeds its objectives. - Transaction fees: Transaction fees are charged to the AIF for each portfolio transaction. Investors are advised that these other expenses are likely to fluctuate significantly from year to year and that the figures reported in the prospectus are those relating to the previous financial year.

INFORMATION ON TRANSACTIONS DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016

Transaction fees applicable to the equities portfolio amounted to 5.41% of average net assets. The turnover rate of the equities portfolio was 478.99% of average net assets. Transactions between the management company on behalf of the funds that it manages and affiliated companies: None.

Page 51: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

51 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

This section contains statistical information on the performance of the Edmond de Rothschild Chinabsolute sub-fund, the actual amount of charges levied, and the transactions carried out with parties affiliated to the management company.

PERFORMANCE OF EDMOND DE ROTHSCHILD CHINABSOLUTE AT 31 DECEMBER 2015 – A UNIT – USD

PERFORMANCE OF EDMOND DE ROTHSCHILD CHINABSOLUTE AT 31 DECEMBER 2015 – I UNIT – USD

Annualised performance 1 year 3 years 5

years

Sub-fund -8.42% 1.70% 2.29%

Annualised performance 1 year 3 years 5

years

Sub-fund -8.10% -1.86% 0.27%

DISCLAIMER AND COMMENTS Past performance is not an indication of future performance. It may vary over time. The indicated performance does not take into account the costs and fees incurred for the issuing and redemption of units.

The sub-fund’s performance is calculated with net coupons reinvested.

The sub-fund’s performance is calculated with net coupons reinvested.

DISCLAIMER AND COMMENTS Past performance is not an indication of future performance. It may vary over time. The indicated performance does not take into account the costs and fees incurred for the issuing and redemption of units.

6.62

-1.49

2.62 5.11

1.29 2.93

11.6

-8.42 -10

-5

0

5

10

15

2008 2009 2010 2011 2012 2013 2014 2015

ANNUAL PERFORMANCE

5.51

1.64 3.29

-0.42

-8.1

-10

-8

-6

-4

-2

0

2

4

6

2011 2012 2013 2014 2015

ANNUAL PERFORMANCE

Page 52: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

52 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

FEES CHARGED TO EDMOND DE ROTHSCHILD CHINABSOLUTE DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016 – A

UNITS – USD

Operating and management fees 1.35%

Cost incurred through investment in other UCIs

This cost is based on: -

. Costs related to the purchase of UCIs -

. Deductions made for trailer fees negotiated by the management company of the investing AIF

-

Other fees charged to the AIF

These other fees consist of: 0.20%

. Performance fee -

. Transaction fees 0.20%

Total charged to the AIF during the last financial year 1.55%

FEES CHARGED TO EDMOND DE ROTHSCHILD CHINABSOLUTE DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016 – I UNITS – USD

Operating and management fees 1.00%

Cost incurred through investment in other UCIs

This cost is based on: -

. Costs related to the purchase of UCIs -

. Deductions made for trailer fees negotiated by the management company of the investing AIF

-

Other fees charged to the AIF

These other fees consist of: 0.20%

. Performance fee -

. Transaction fees 0.20%

Total charged to the AIF during the last financial year 1.20%

Operating and management fees: These charges cover all the costs charged directly to the AIF, with the exception of transaction fees and, where applicable, the performance fee. Transaction costs include intermediary fees (brokerage, stock market taxes, etc.) and transaction fees (see below). Operating and management fees include, inter alia, investment management fees, administration and accounting fees, as well as custodian, safekeeping and auditing fees. Cost incurred through the purchase of UCIs: Some funds invest in other UCIs (target UCIs). Buying and holding a target UCI results in two types of cost for the investing AIF: - Subscription and redemption fees. However, the portion of these fees payable to the target UCI is considered a

transaction cost and is therefore not included here. - Fees charged directly to the target UCI, which constitute indirect costs for the investing UCI. In certain cases, the investing fund can negotiate trailer fees, i.e. a reduction in some of these fees. These reductions will reduce the total fees which the investing fund actually pays. Other fees charged to the AIF: Other fees may be charged to the AIF. Such fees include: - Performance fees: These reward the management company when the AIF exceeds its objectives. - Transaction fees: Transaction fees are charged to the AIF for each portfolio transaction.

Page 53: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

53 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

Investors are advised that these other expenses are likely to fluctuate significantly from year to year and that the figures reported in the prospectus are those relating to the previous financial year.

INFORMATION ON TRANSACTIONS DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016

Transaction costs on the equities portfolio and portfolio turnover rate: Not applicable in view of the AIF’s classification. Transactions between the management company on behalf of the funds that it manages and affiliated companies: None.

This section contains statistical information on the performance of the Edmond de Rothschild Chinagora N sub-fund, the actual amount of charges levied, and the transactions carried out with parties affiliated to the management company.

Page 54: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

54 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

PERFORMANCE OF EDMOND DE ROTHSCHILD CHINAGORA N AT 31 DECEMBER 2015 – A UNIT – EUR

FEES CHARGED TO EDMOND DE ROTHSCHILD CHINAGORA N DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016

Operating and management fees 0.05%

Cost incurred through investment in other UCIs or investment funds

This cost is based on: 3.82%

. Costs related to the purchase of UCIs and investment funds 3.82%

. Deductions made for trailer fees negotiated by the management company of the investing AIF

-

Other fees charged to the AIF

These other fees consist of: -

. Performance fee -

. Transaction fees -

Total charged to the AIF during the last financial year 3.87%

Operating and management fees: These charges cover all the costs charged directly to the AIF, with the exception of transaction fees and, where applicable, the performance fee. Transaction costs include intermediary fees (brokerage, stock market taxes, etc.) and transaction fees (see below). Operating and management fees include, inter alia, investment management fees, administration and accounting fees, as well as custodian, safekeeping and auditing fees. Cost incurred through the purchase of UCIs and/or investment funds: Some funds invest in other UCIs (target UCIs). Buying and holding a target UCI results in two types of cost for the investing AIF: - Subscription and redemption fees. However, the portion of these fees payable to the target UCI is considered a

transaction cost and is therefore not included here. - Fees charged directly to the target UCI, which constitute indirect costs for the investing UCI.

Annualised performance

1 year 3 years 5 years

Sub-fund -4.14% 5.30% -0.49%

Shanghai and Shenzhen 300 Index

(USD) 0.87% 12.36% 3.88%

DISCLAIMER AND COMMENTS Past performance is not an indication of future performance. It may vary over time. The indicated performance does not take into account the costs and fees incurred for the issuing and redemption of units.

The sub-fund’s performance is calculated with net coupons reinvested. However, the performance of the benchmark does not take distributed income into account.

117.4

-64.54

60.1

-9.23 -22.64

8.05 0.57 21.11

-4.14

-100

-50

0

50

100

150

2007 2008 2009 2010 2011 2012 2013 2014 2015

ANNUAL PERFORMANCE

Page 55: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

55 Prospectus – Edmond de Rothschild Mainland China – 25/07/2016

In certain cases, the investing fund can negotiate trailer fees, i.e. a reduction in some of these fees. These reductions will reduce the total fees which the investing fund actually pays. Other fees charged to the AIF: Other fees may be charged to the AIF. Such fees include: - Performance fees: These reward the management company when the AIF exceeds its objectives. - Transaction fees: Transaction fees are charged to the AIF for each portfolio transaction. Investors are advised that these other expenses are likely to fluctuate significantly from year to year and that the figures reported in the prospectus are those relating to the previous financial year.

INFORMATION ON TRANSACTIONS DURING THE LAST FINANCIAL YEAR ENDED 31 MARCH 2016

Transaction costs on the portfolio and portfolio turnover rate: None. Transactions between the management company on behalf of the funds that it manages and affiliated companies: None.

Page 56: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

56 Regulations of the Edmond de Rothschild Mainland China Mutual Fund – 25/07/2016

MANAGEMENT REGULATIONS

Edmond de Rothschild Mainland China

MUTUAL FUND WITH SUB-FUNDS

TITLE I ASSETS AND UNITS

ARTICLE 1 – Co-ownership units:

Co-owners’ rights are represented in units, with each unit corresponding to the same fraction of the sub-fund’s assets. Each unitholder has a right of co-ownership to the Fund’s assets, proportional to the number of units held. The term of the Fund is 99 years starting from the date of its inception, except in the event of early dissolution or extension as set forth in these regulations. The management company’s governing body may decide to split the units into thousandths, referred to as fractions of units. The provisions of the regulations governing the issue and redemption of units shall apply to fractions of units, whose value shall always be proportionate to that of the unit they represent. Unless otherwise provided, all other provisions of the regulations relating to units shall apply to fractions of units without any need to make a specific provision to that end. The governing body of the management company may also decide, at its own discretion, to divide the units by issuing new units, which shall be allocated to unitholders in exchange for their existing units. Each sub-fund issues units that represent the assets of the Fund allocated to it. In this case, the provisions of these regulations applicable to the Fund’s units are applicable to the units issued to represent the sub-fund’s assets. The characteristics of the different unit classes and their eligibility requirements are specified in the Fund’s prospectus. ARTICLE 2 – Minimum capital:

Units of a sub-fund may not be redeemed if the assets of a sub-fund of the Mutual Fund fall below EUR 300,000. If the assets remain below this amount for a period of thirty days, the management company shall make the necessary provisions to liquidate the sub-fund concerned or to carry out one of the operations mentioned in Article 422-17 of the General Regulations of the AMF (transfer of the AIF). ARTICLE 3 – Subscription and redemption of units:

Units are issued at any time at the request of the unitholders, based on their net asset value plus any subscription fees. Redemptions and subscriptions shall be carried out under the terms and conditions set out in the prospectus. The Fund’s units may be admitted for trading in line with current regulations. Subscriptions must be fully paid up on the day the net asset value is calculated. They may be paid in cash and/or through the contribution of financial instruments. The management company is entitled to refuse any securities offered and, for that purpose, must announce its decision within seven days of the date on which the securities were tendered. If they are accepted, the securities contributed in kind shall be valued in accordance with the rules laid down in Article 4 and the subscription shall be based on the first net asset value following the acceptance of the securities concerned. Redemptions shall be made exclusively in cash, except when the Fund is to be liquidated and unitholders have agreed to be reimbursed in securities. The redemption price shall be paid by the issuing account holder within five days of the unit valuation date. However, if, in exceptional circumstances, the redemption requires the prior sale of assets held in the Fund, this deadline may be extended to a maximum of 30 days.

Page 57: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

57 Regulations of the Edmond de Rothschild Mainland China Mutual Fund – 25/07/2016

Other than in the event of inheritance or an inter vivos gift, the sale or transfer of units between unitholders or between unitholders and third parties shall be considered a redemption followed by a subscription. If this involves a third party, the sale or transfer amount must, where applicable, be supplemented by the beneficiary in order to reach at least the minimum subscription stipulated by the simplified and full prospectuses. Pursuant to Article L. 214-24-41 of the French Monetary and Financial Code, the redemption by the Mutual Fund of its units may, as with the issue of new units, be suspended on a temporary basis by the management company in exceptional circumstances and if the interests of the unitholders so require. When the net assets of the Mutual Fund fall below the minimum threshold set by the regulations, no redemptions may be carried out. The Fund may cease to issue units pursuant to paragraph 2 of Article L. 214-24-41 of the French Monetary and Financial Code in the following case: in the objective situation, defined in the Fund’s prospectus, bringing about the closure of subscriptions, such as a maximum asset amount being reached.

Gate provision: In connection with investments made via the QFII licence, equities listed on the Shanghai and Shenzhen markets are subject to strict foreign exchange regulations: securities may be traded daily but any cash proceeds from sales may only be repatriated weekly in USD, subject to the approval of the Chinese authorities. Under normal operating conditions, the currency repatriation process does not pose any specific problems for the Fund. However, in the event of specific circumstances relating to decisions by the Chinese authorities that affect the currency repatriation process, the management company reserves the right not to execute all of the redemption orders received. Thus, in the event that total redemption requests, net of subscription requests, on a single net asset value exceed 10% of the AIF’s net assets or 10% of the units issued by the AIF, the management company may decide to redeem up to 10% of the AIF’s net assets or 10% of the units issued, on a pro rata basis for each request. The 10% threshold is calculated net of subscription requests, based on the last known or estimated net asset value, the last known net assets and the last known number of units outstanding. Redemption requests that have been reduced proportionally and pending execution shall be automatically postponed to the next net asset value. Postponed requests shall not be given priority over subsequent redemption requests. Unitholders whose redemption requests have been reduced shall be informed thereof as soon as possible after the date of clearing by the transfer agent. This right applies to each net asset value.

Exemption from the gate provision:

This gate provision does not apply to simultaneous redemption and subscription transactions in the same sub-fund, for the same amount, executed on the net asset values determined on the same day. ARTICLE 4 – Calculation of the net asset value:

The net asset value per unit is calculated in accordance with the valuation rules set out in the prospectus.

Page 58: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

58 Regulations of the Edmond de Rothschild Mainland China Mutual Fund – 25/07/2016

TITLE II MANAGEMENT OF THE FUND

ARTICLE 5 – The Management Company:

The Fund is managed by the management company in accordance with the investment policy defined for the Fund. The management company may take any decision to change the investment strategy or the investment policy of the AIF, in the interest of the unitholders and in compliance with applicable legislative and regulatory provisions. These amendments may be subject to the approval of the Autorité des marchés financiers. The management company shall act in all circumstances in the exclusive interest of the unitholders and shall have the exclusive right to exercise the voting rights attached to the securities held in the Fund. ARTICLE 5 BIS – Operating rules:

The instruments and deposits in which the assets of the AIF may be invested and the investment rules are described in the prospectus. ARTICLE 6 – The Custodian:

The custodian shall perform the tasks entrusted to it by the legal and regulatory provisions in force, as well as those contractually entrusted to it. In the event of a dispute with the management company, the custodian must inform the Autorité des marchés financiers. The custodian has drawn up modified specifications for the feeder sub-funds.

Page 59: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

59 Regulations of the Edmond de Rothschild Mainland China Mutual Fund – 25/07/2016

ARTICLE 7 – The Statutory Auditor:

A statutory auditor is appointed by the management company’s governing body for six financial years, following approval by the Autorité des marchés financiers. The auditor shall certify the fairness and accuracy of the accounts. Their mandate may be renewed. The auditor shall inform the AMF and the Fund’s management company of any irregularities or misstatements observed during the course of their work. The statutory auditor shall supervise the valuation of the assets and the determination of exchange ratios used in the event of a conversion, merger or split. The auditor shall review all contributions in kind and shall be responsible for producing a report on their assessment and their compensation. The auditor shall certify the accuracy of the assets’ composition and other information prior to publication. The statutory auditor’s fees are determined by mutual agreement between the auditor and the management company’s board of directors on the basis of a schedule of work indicating the duties deemed necessary. In the event of liquidation, the auditor shall value the assets and draw up a report on the conditions of such liquidation. The statutory auditor certifies the financial statements serving as the basis for the payment of interim dividends. The statutory auditor for the feeder and master sub-funds has prepared a suitable schedule of work. Their fees are included in the management fees. ARTICLE 8 – The financial statements and the management report:

At the end of each financial year, the management company prepares the financial statements and a report on the management of the sub-fund during the previous financial year. The management company draws up an inventory of the Fund’s assets, at least every six months and under the supervision of the custodian. The management company shall make these documents available to unitholders within six months following the end of the financial year and informs them of the income to which they are entitled: these documents are either sent by post at the specific request of unitholders or made available to them at the premises of the management company or the custodian.

TITLE III DIVIDEND POLICY

ARTICLE 9:

Distributable income A, I, R and S units

Allocation of net income Accumulation

Allocation of net realised gains or losses Accumulation

TITLE IV MERGER – SPLIT – DISSOLUTION – LIQUIDATION

ARTICLE 10 – Merger – Split:

The management company may contribute all or part of the Fund’s assets to another UCITS or AIF, or split the Fund into two or more other mutual funds. Such mergers or splits may only be carried out one month after unitholders have been notified. A new certificate will be issued after such transactions, indicating the number of units held by each unitholder. The provisions of this article shall apply to each sub-fund. ARTICLE 11 – Dissolution – Extension:

If the assets of the sub-fund remain below the amount specified in Article 2 above for thirty days, the management company shall notify the AMF of the situation and dissolve the sub-fund, except in the event of a merger with another Mutual Fund.

Page 60: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

60 Regulations of the Edmond de Rothschild Mainland China Mutual Fund – 25/07/2016

The management company may dissolve the sub-fund early. It shall inform the unitholders of this decision and shall no longer accept subscription and redemption requests from this date. The management company shall also dissolve the sub-fund if a request is made to redeem all of the units, if the custodian’s appointment is terminated and no other custodian has been appointed, or upon expiry of the term of the Fund, unless the term is extended. The management company shall inform the Autorité des marchés financiers by post of the dissolution date and procedure. It shall also send the statutory auditor’s report to the Autorité des marchés financiers. The management company, in agreement with the custodian, may decide to extend a fund. Its decision must be taken at least three months before the expiry of the Fund’s term and must be communicated to the unitholders and to the Autorité des marchés financiers. ARTICLE 12 – Liquidation:

In the event of dissolution, the custodian or the management company acts as liquidator; failing this, the liquidator is appointed by a court of law at the request of any interested party. For this purpose, they shall be given the broadest powers to sell the fund’s assets, settle any liabilities and allocate the balance available between the unitholders in cash or in securities. The statutory auditor and the custodian shall continue to carry out their duties until the liquidation proceedings are complete. In case of liquidation of one or more sub-funds, the regulations defined above shall be applied to each sub-fund due to be liquidated.

TITLE V DISPUTES

ARTICLE 13 – Competent courts – Jurisdiction:

Any disputes relating to the Fund that may arise during the course of its existence or liquidation, either between the unitholders, or between the unitholders and the management company or the custodian, shall be subject to the jurisdiction of the competent courts.

Page 61: Edmond de Rothschild Mainland Chinamedianet.edmond-de-rothschild.fr/edram/pdf... · 25/07/2016 Edmond de Rothschild Mainland China (EdR Mainland China) FRENCH MUTUAL FUND WITH SUB-FUNDS

61 Switch notification form for transactions between sub-funds of the Edmond de Rothschild Mainland China Mutual Fund

APPENDIX –

SWITCH NOTIFICATION FORM

(this form does not apply to subscription/redemption or switch orders in the AIF)

Identification of the sender of the switch order such as it will arrive at the AIF’s custodian

Name of the Sender submitting the simultaneous redemption and subscription

(switch) order for the same amount and for the same unitholder, such as it will be communicated when the order is sent to Edmond de Rothschild France, the AIF’s custodian.

Date of placing the order: The NAV date on which the order will be applied:

Identification of the sub-fund on which the redemption order has been carried out

Name of the sub-fund Unit to which the redemption relates Amount of the redemption

OR Number of units

redeemed

Edmond de Rothschild Chinagora A unit – ISIN code: FR0010338145 USD

Edmond de Rothschild Chinagora I unit – ISIN code: FR0010886747 USD

Edmond de Rothschild Chinagora R unit – ISIN code: R0010886754 USD

Edmond de Rothschild Chinagora S unit – ISIN code: FR0010886770 USD

Edmond de Rothschild Chinagora N A unit – ISIN code: FR0010341222 EUR

Identification of the sub-fund on which the subscription order has been carried out

Name of the sub-fund Unit to which the subscription relates Reminder of the minimum initial subscription amount

Allocation of the net

amount of redemption

fees

Edmond de Rothschild Chinagora A unit – ISIN code: FR0010338145 USD 20,000 or in accordance with the investor’s profile

%

Edmond de Rothschild Chinagora I unit – ISIN code: FR0010886747 USD 5,000,000 %

Edmond de Rothschild Chinagora R unit – ISIN code: R0010886754 USD 5,000,000 %

Edmond de Rothschild Chinagora S unit – ISIN code: FR0010886770 USD 20,000,000 %

Edmond de Rothschild Chinagora N A unit – ISIN code: FR0010341222 EUR 10,000 or in accordance with the investor’s profile

%

Total = 100%

Contact Telephone Fax

Edmond de Rothschild France (Back Office Securities)

+ 33 (0)1.40.17.23 57 + 33 (0)1.40.17.23 24 + 33 (0)1.40.17.25 31 + 33 (0)1.40.17.27 05

+ 33 (0)1.40.17.24 04


Recommended