AXA World Funds II (the "Sicav")

Transcription

1 AXA Wrld Funds II (the "Sicav") Sciété d Investissement à Capital Variable Registered Office: 49, avenue J.F. Kennedy L-1855 Luxemburg Cmmercial Register: Luxemburg, B December 20, 2017 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF IN DOUBT, PLEASE SEEK PROFESSIONAL ADVICE. Dear Sharehlders, We are pleased t infrm yu that the directrs f the Sicav (the "Directrs") have decided t intrduce a number f changes t the prspectus and/r the appendices relating t certain sub-funds, which will enable it t lk after yur interests mre effectively. Please refer t the relevant sub-fund(s) as indicated belw in rder t find ut whether there are any changes affecting the sub-funds in which yu hld shares. I. Cnversins int feeder funds II. III. IV. Change f name Fees payable by the Cmpany t the Depsitary, Registrar Agent, Dmiciliary, Administrative and Paying Agent Other amendments f the prspectus * * *

2 I. Cnversins int feeder funds I.I. AXA Wrld Funds II Far East Equities (the Sub-Fund r the Feeder sub-fund ) The Directrs have decided t amend the appendix relating t the Sub-Fund as t reflect that it will, as frm 9 February 2018, act as a feeder f AXA WORLD FUNDS Framlingtn Asia Select Incme (the Master sub-fund ) in accrdance with the sub-sectin Investment restrictins G. Master-Feeder structure in the general part f the prspectus. This means that the Sub-Fund shall permanently invest at least 85% f its assets in the Master sub-fund. Under nrmal market cnditins, it is expected that the Sub-Fund will invest almst 100% f its assets in the Master sub-fund and will use the residual assets ntably t pay the fees. The Master sub-fund is a subfund f AXA Wrld Funds a Luxemburg sciété d investissement à capital variable established under part I f the law f 17 December 2010 relating t the undertakings fr cllective investment (the Law f 2010 ). The cnversin f the Sub-Fund as a feeder f the Master sub-fund has been decided by the Directrs given that the Sub-Fund (i) is n lnger accretive and (ii) wuld benefit frm a decrease f csts and frm the cmmercial success f the Master sub-fund which is registered and distributed in mre than 20 cuntries. The investment bjective and plicy, the risk prfile and risk factr f the Sub-Fund as indicated in the appendix and described belw will therefre be in accrdance with thse f the Master sub-fund. The Directrs have further decided t prvide yu with a summary f the main infrmatin relating t the Sub-Fund befre its cnversin as a feeder fund and after the feederisatin in the cmparisn table belw: AWF II Far East Equities (befre its cnversin as a feeder) AWF II Far East Equities 1 (after its cnversin as a feeder) Investment Manager AXA Investment Managers UK Ltd AXA Investment Managers Asia Ltd (Hng Kng SAR) 2 Sub-Investment Manager Investment Objective Investment Plicy Management duties f all Asian securities f the sub-fund including Japanese securities sub-delegated t AXA Investment Managers Asia (Singapre) Ltd The sub-fund seeks lng term capital grwth measured in JPY frm an actively managed prtfli f listed equity, equity related securities. The incme yields f the sub-fund are f secndary imprtance. The sub-fund will be invested in equity securities identified by the investment manager as undervalued and that are traded principally n regulated markets f the Asia Pacific Regin. It is intended that the sub-fund will be substantially fully invested in equity securities thrugh the use f prprietary quantitative stck selectin mdels. The sub-fund invests: At least tw thirds f its ttal Nne The bjective f the Feeder sub-fund is t permanently invest at least 85% f its assets in the Master sub-fund which is a sub-fund f AXA Wrld Funds. The Master sub-fund seeks lng-term capital grwth measured in USD frm an actively managed prtfli f listed equity, equity related securities and derivatives instruments. The Master sub-fund will seek t achieve its bjective and therefre the bjective f the Feeder sub-fund by investing in equities f Asia-Pacific cmpanies that, in the Master subfund s investment manager pinin, ffer an abve-average dividend yield r have the ptential t increase their dividends. Specifically, the Master sub-fund invests at least 70% f its net assets in equities and equity-related securities f Asia-Pacific cmpanies f any capitalisatin, including clsed-end 1 T be renamed AWF II Asia Select Incme after its cnversin as a feeder 2 Als the investment manager f the Master sub-fund 2

3 Use f derivatives assets in equities and equities related instruments issued by cmpanies dmiciled in r carrying ut a large part f their ecnmic activity in the Asia Pacific regin including Japan, The remaining part f its assets in mney market instruments, and in cnvertibles and straight bnds. Within the limits f 200% f the subfund s net assets, the investment strategy may be achieved by direct investments and/r thrugh derivatives. Derivatives may als be used fr hedging and efficient prtfli management purpses. Real Investment Trusts. Out f the 70% limit, the Master subfund may invest up t 30% f its net assets in China A shares listed n the Shanghai Hng-Kng Stck Cnnect. The Master sub-fund may invest up t 20% f its net assets in cnvertible bnds and bnds f any credit rating (as well as unrated). It may als invest in mney market instruments and exchange-traded funds (ETFs). The Master sub-fund may invest up t 10% f net assets in units f UCITS and/r UCIs. Fr efficient prtfli management purpses bth fr hedging and investment purpses, the Master subfund may use derivative instruments. All derivatives usage will be cnsistent with the terms in Mre abut Derivatives and Efficient Prtfli Management f the prspectus f the Master sub-fund. The Master sub-fund may use securities lending, securities brrwing and repurchase/reverse repurchase agreements in relatin but nt limited t bnds and equities as part f efficient prtfli management. Risk prfile The sub-fund is invested in financial markets and uses techniques and instruments which may be subject t sudden and significant variatin, which may result in substantial gains r lsses r are subject t sme levels f variatin, which may result in gains r lsses depending n the share class. Specific risks Special risk cnsideratin linked t : - the investment in the emerging markets - investments in specific cuntries r gegraphical znes - methd and mdel Risk and reward prfile The sub-fund is ranked 5 r 6 n the risk categry scale depending n the share class. The Master sub-fund is invested in financial markets and uses techniques and instruments which may be subject t sudden and significant variatin, which may result in substantial gains r lsses r are subject t sme levels f variatin, which may result in gains r lsses depending n the share class. -Derivatives risk and leverage -Risk linked t investments in emerging markets -Risks assciated with China market risk -Risks assciated with PRC tax cnsideratin -RMB currency risk -Risks assciated with the investment thrugh the Stck Cnnect prgram -Liquidity risks linked t investments in small and micr capitalisatin universe -Risks linked t investments in specific cuntries r gegraphical znes -Cnvertible Securities Risk The Sub-Fund is ranked 5 r 6 n the risk categry scale depending n the share class. Perfrmance fees Nne Nne 3

4 Business day Luxemburg and Japan Luxemburg and Hng-Kng Perfrmance f the Sub-Fund Reference was made t the perfrmance indicated in the relevant KIID. Currency JPY USD The perfrmance f the Feeder subfund is expected t be bradly in line with that f the Master sub-fund subject t its level f investment in the Master sub-fund and safe fr additinal fund expenses at the level f the Feeder sub-fund which will affect its perfrmance. Onging charges Class I Capitalisatin/Distributin USD: 2.12% 3 Class I Capitalisatin 4 /Distributin JPY: 2.55% Class A Capitalisatin/Distributin JPY: 2.59% Class A Capitalisatin/Distributin USD: 2.60% Class I Distributin JPY: 2.04% Class A Capitalisatin/Distributin JPY: 2.04% Class A Capitalisatin/Distributin USD: 2.04% Feederisatin prcedure The Directrs have acknwledged frm peratin and management discussins that the majrity f the assets f the Sub-Fund are nt transferable due t the fact that the prtfli is cmpsed f : - Japanese securities : the current perfrmance indicatr f the Sub-Fund (MSCI AC Asia Pacific) will be changed int the perfrmance indicatr f the Master sub-fund which exclude Japan (MSCI AC Asia Pacific ex-japan) leading therefre t a change in the investment universe by excluding Japanese securities; - Securities which are nt transferable r nt easily transferable due t administrative cnstraints and tax issues; - Securities fr which an agreement frm the lcal authrity is requested and this cmplicated prcedure may take a lng time; - A high number f different securities which d nt cmply with the management philsphy f the new investment manager. The Directrs have acknwledged that the transfer f the very small prtin f the Sub-Fund s prtfli that may be transferred easily will generate high csts. Cnsequently after due cnsideratin, the Directrs have decided t cnvert the full Sub-Fund s prtfli int cash befre investing int the Master sub-fund cnsidering that it wuld be mre efficient frm an peratinal pint f view and in the best interest f the sharehlders. Finally, the Directrs have decided the fllwing steps f the feederisatin peratin: - The change f investment manager will take place n 30 January 2018, i.e. T - Subscriptins and redemptins in the Sub-Fund will be frzen 2 business days ( BD ) befre the change f investment manager f the Sub-Fund (frm T-2 BD t T) and in the meantime, the current investment manager, AXA Investment Managers UK Ltd will stp trading t mitigate pending trades/settlement during the change f investment manager; - After the 2 business days (T), the new investment manager, AXA Investment Managers Asia Ltd (Hng Kng SAR) will (i) start selling the psitins t have a full cash Sub-Fund s prtfli in JPY and (ii) will settle the trades; - When the Sub-Fund s prtfli is fully in cash JPY (T+6 BD), subscriptins and redemptins will be frzen fr 2 business days during which (i) cash JPY will be cnverted int cash USD, (ii) the cash will be transferred frm JPY prtfli t the USD prtfli and (iii) the master-feeder structure will be implemented (the Feeder sub-fund will subscribe in the Master Sub-fund in USD). During that perid, the Sub-Fund will nt be able t invest in securities and achieve its investment bjective. - As frm T+9 BD, subscriptins and redemptins will take place in accrdance with the usual prcedure as described in the prspectus; 3 This share class is inactive and will be deleted frm the prspectus as frm the feederisatin 4 This share class will be deleted frm the prspectus as frm the feederisatin 4

5 (the First Feederisatin Operatin ). Fees payable by the Sicav The Directrs have decided t clarify that the management fees charged t the Feeder sub-fund will be accrued nly at the Feeder sub-fund level and will represent at mst 1.50% f the NAV f the Feeder subfund and therefre that n management fees shall be charged at the Master sub-fund level. The Directrs have decided t lwer (i) frm 0,29% t 0,20% the maximum fee that the Dmiciliary, Administrative and Paying Agent, Registrar Agent shall be entitled t receive ut f the net assets f each sub-fund and (ii) the fees due t the Depsitary which may nw amunt up t a maximum f 0,015% instead f 0,15% per year, calculated n the basis f the NAV determined n the last Valuatin Day f each mnth. The Directrs have further decided t amend the sectin Fees payable by the Cmpany t the Depsitary, Registrar Agent, Dmiciliary, Administrative and Paying Agent f the appendix f the Sub-Fund s as t make reference t the Applied Service Fee that is paid indirectly by the Sub-Fund thrugh its investment in the Master sub-fund by (i) mentining the maximum level f the Applied Service Fee applicable t the master sub-fund in which the Sub-Fund invests and (ii) disclsing the fees included in the Applied Service Fee. Csts fr the sharehlders The attentin f the sharehlders is drawn t the fact that the feederisatin will generate a decrease f csts fr them. The csts f the feederisatin will be brne by the Feeder sub-fund. Dcuments available and cnduct f business rules The Directrs have decided t add a new sectin 11. Dcuments available fr inspectin in the appendix relating t the sub-fund which will indicate that, in additin t the dcuments available fr inspectin as referred t under the main part f the prspectus, the fllwing dcuments shall be available fr inspectin free f charge during usual business hurs n any Business Day at the registered ffice f the Sicav: (i) (ii) (iii) The prspectus f AXA Wrld Funds and the KIID f the Master sub-fund; The latest annual and semi-annual reprts f AXA Wrld Funds; The internal cnduct f business rules that has been adpted by the management cmpany s as t ensure that AXA Wrld Funds shall prvide the Sicav with all dcuments and infrmatin necessary fr the Sicav t meet the requirements laid dwn in the Law f The Directrs have further decided t specify that investrs may btain any additinal infrmatin abut AXA Wrld Funds n the website The Directrs have finally decided t add in the appendix relating t the sub-fund a new sectin 12. Summary f the internal cnduct f business rules referred t abve under sectin 11 which will prvide the fllwing infrmatin: - the sub-fund will invest in share classes f the Master sub-fund fr which AXA IM has defined a prcess t avid duble charging f any management fees f target funds managed by an AXA IM entity; - the sub-fund s calendar, the accunting perid and the settlement cycle are aligned with thse f the Master sub-fund; - n subscriptin, redemptin r cnversin fees will be retained at the Master sub-fund s level; - the sub-fund s delegates and the supprt functins being the same fr the sub-fund and the Master sub-fund, exchange f infrmatin is facilitated; - cmmunicatin t the sharehlders f the sub-fund and f the Master sub-fund is disseminated in a timely manner by the management cmpany in rder t avid unequal level f infrmatin. Tax implicatins The Directrs have decided t add in the appendix f the sub-fund a new sectin 13. Tax implicatins in rder t specify that the investment int the Master sub-fund has n specific Luxemburg tax impact. The cnversin int a feeder mentined abve and all the related amendments will take effect as frm 9 February

6 Sharehlders wh d nt agree with this cnversin int a feeder may request the redemptin f their shares free f charge befre the start f the First Feederisatin Operatin and up t 9 February I.II. AXA Wrld Funds II Glbal Masters Equities (the Sub-Fund ) The Directrs have decided t amend the appendix relating t the Sub-Fund as t reflect that it will, as frm 26 January 2018, act as a feeder f AXA WORLD FUNDS Framlingtn Glbal (the Master sub-fund ) in accrdance with the sub-sectin Investment restrictins G. Master-Feeder structure in the general part f the prspectus. This means that the Sub-Fund shall permanently invest at least 85% f its assets in the Master sub-fund. Under nrmal market cnditins, it is expected that the Sub-Fund will invest almst 100% f its assets in the Master sub-fund and will use the residual assets ntably t pay the fees. The Master sub-fund is a subfund f AXA Wrld Funds a Luxemburg sciété d investissement à capital variable established under part I f the law f 17 December 2010 relating t the undertakings fr cllective investment (the Law f 2010 ). The cnversin f the Sub-Fund as a feeder f the Master sub-fund has been decided by the Directrs given that the Sub-Fund (i) is n lnger accretive and (ii) wuld benefit frm a decrease f csts and frm the cmmercial success f the Master sub-fund which is registered and distributed in mre than 20 cuntries. The investment bjective and plicy, the risk prfile and risk factr f the Sub-Fund as indicated in the appendix and described belw will therefre be in accrdance with thse f the Master sub-fund. The Directrs have further decided t prvide yu with a summary f the main infrmatin relating t the Sub-Fund befre its cnversin as a feeder fund and after the feederisatin in the cmparisn table belw: AWF II Glbal Masters Equities AWF II Glbal Masters Equities 5 (befre its cnversin as a feeder) (after its cnversin as a feeder) Investment Manager AXA Investment Managers UK Ltd AXA Investment Managers UK Ltd 6 Sub-Investment Manager Investment Objective Investment Plicy Management duties (i) regarding all US securities sub-delegated t AXA Rsenberg Investment Management LLC and (ii) regarding all Asian securities sub-delegated t AXA Investment Managers Asia (Singapre) Ltd. The sub-fund seeks lng term capital grwth measured in USD frm an actively managed prtfli f listed equity, equity related securities and derivative instruments. The incme yields f the sub-fund are f secndary imprtance. The sub-fund will be invested in equity securities that the investment manager has identified as undervalued and that are issued by the wrld s leading cmpanies. It is intended that the sub-fund will be substantially fully invested in equity securities thrugh the use f Nne The bjective f the Feeder sub-fund is t permanently invest at least 85% f its assets in the Master sub-fund which is a sub-fund f AXA Wrld Funds. The Master sub-fund seeks t achieve lng term capital grwth measured in USD by investing in equities, equity related securities and derivative instruments. The Master sub-fund will seek t achieve its bjective by investing essentially in equities f cmpanies anywhere in the wrld. Specifically, the Master sub-fund invests essentially in equities and equity-related securities f wrldwide cmpanies f any capitalisatin and in 5 T be renamed AWF II Glbal Equities after its cnversin as a feeder 6 Als the investment manager f the Master sub-fund 6

7 prprietary quantitative stck selectin mdels. The sub-fund invests: At least tw thirds f its ttal assets in equities and equities related instruments issued by the wrld s leading cmpanies; The remaining part f its ttal assets in mney market instruments, r in cnvertibles and straight bnds. any market r sectr. The Master subfund may invest up t 10% in cnvertible securities and up t 10% in A Shares listed in the Shanghai Hng Kng Stck Cnnect. The Master sub-fund s cash flw is invested with the bjective f achieving liquidity, security and perfrmance. The Master sub-fund may invest in mney market instruments, mnetary UCITS and depsits. Use f derivatives Risk prfile Within the limit f 200% f the subfund s net assets, the investment strategy may be achieved by direct investments and/r thrugh derivatives. Derivatives may als be used fr hedging and efficient prtfli management purpses. The sub-fund is invested in financial markets and uses techniques and instruments which are subject t sme levels f variatin, which may result in gains r lsses. The Master sub-fund may invest up t 10% f net assets in UCITS and/r UCIs. Fr efficient prtfli management purpses, the Master sub-fund may use derivative instruments. All derivatives usage will be cnsistent with the terms in Mre abut Derivatives and Efficient Prtfli Management f the prspectus f the Master sub-fund. The Master sub-fund may use securities lending, securities brrwing and repurchase/reverse repurchase agreements in relatin but nt limited t equities as part f efficient prtfli management. The Master sub-fund is invested in financial markets and uses techniques and instruments which may be subject t sudden and significant variatin, which may result in substantial gains r lsses. Specific risks Special risk cnsideratin linked t: -glbal investments -methd and mdel -Risk linked t investments in emerging markets -Risks f glbal investments -Liquidity risks linked t investments in small and micr capitalisatin universe Risk and reward prfile The sub-fund is ranked 5 n the risk categry scale. The Sub-Fund is ranked 5 r 6 n the risk categry scale depending n the share class. Perfrmance fees Nne Nne Business day N details Luxemburg, Japan, United States f America Perfrmance f the Sub- Fund Reference was made t the perfrmance indicated in the relevant KIID. The perfrmance f the Feeder subfund is expected t be bradly in line with that f the Master sub-fund subject t its level f investment in the Master sub-fund and safe fr additinal fund expenses at the level f the Feeder sub-fund which will affect its perfrmance. 7

8 Onging charges Class A Capitalisatin/Distributin USD: 1.83% Class I Capitalisatin 7 /Distributin USD: 1.79% Class A Capitalisatin/Distributin USD: 1.87% Class I Distributin USD: 1.87% Feederisatin prcedure The Directrs have acknwledged frm peratin and management discussins that the majrity f the assets f the Sub-Fund are nt transferable due t the fact that, as at 21 August 2017: - the prtfli f the Sub-Fund is mre cncentrated than the prtfli f the Master sub-fund (62 securities vs 91 securities); - bth prtflis have nly 19 securities in cmmn (rughly 20-25% f each prtfli); - a high number f securities f the Sub-Fund (rughly 75-80%) currently managed by Rsenberg, equity quantitative management platfrm, des nt cmply with the management philsphy f the new management platfrm which is Framlingtn, equity cnvictin management platfrm, leading t a dilutin f rughly 1/3 f the Master sub-fund prtfli impacting the existing sharehlders f the Master sub-fund. The Directrs have acknwledged that the transfer f the very small prtin f the Sub-Fund s prtfli that may be transferred easily will generate high csts. Cnsequently after due cnsideratin, the Directrs have decided t cnvert the full Sub-Fund s prtfli int cash befre investing int the Master sub-fund cnsidering that it wuld be mre efficient frm an peratinal pint f view and in the best interest f the sharehlders. Finally, the Directrs have decided the fllwing steps f the feederisatin peratin: - The change f management platfrm will take place n 23 January 2018, i.e. T - Subscriptins and redemptins in the Sub-Fund will be frzen 2 business days ( BD ) befre the change f management platfrm f the Sub-Fund (frm T-2 BD t T) and in the meantime, the current management platfrm will stp trading t mitigate pending trades/settlements during the change f management platfrm; - After the 2 business days (T), the new management platfrm will bk: The selling f the psitins held in the prtfli fr executin n T+1 and settlement n T+4 The subscriptin rder in the Master sub-fund t be executed n the next NAV, as the Master sub-fund is a frward frward pricing fund, the subscriptin will be executed n the NAV calculated in T+1 and the settlement will ccur n T+4 - On T+1 the fund re-pens t subscriptins and redemptins and the master feeder is implemented. (the Secnd Feederisatin Operatin ) Subscriptin, redemptin and cnversin f shares The Directrs have decided that applicatins fr subscriptin, redemptin r cnversin f shares received by the registrar agent in due time (2 p.m.) n any valuatin day will be traded at the dealing price applicable t the fllwing valuatin day instead f the same valuatin day. Fees payable by the Sicav The Directrs have decided t clarify that the management fees charged t the Feeder sub-fund will be accrued nly at the Feeder sub-fund level and will represent at mst 1.50% f the NAV f the Feeder subfund and therefre that n management fees shall be charged at the Master sub-fund level. The Directrs have decided t lwer (i) frm 0,29% t 0,20% the maximum fee that the Dmiciliary, Administrative and Paying Agent, Registrar Agent shall be entitled t receive ut f the net assets f each sub-fund and (ii) the fees due t the Depsitary which may nw amunt up t a maximum f 0,015% instead f 0,018% per year, calculated n the basis f the NAV determined n the last Valuatin Day f each mnth. The Directrs have further decided t amend the sectin Fees payable by the Cmpany t the Depsitary, Registrar Agent, Dmiciliary, Administrative and Paying Agent f the appendix f the Sub-Fund s as t make reference t the Applied Service Fee that is paid indirectly by the Sub-Fund thrugh its investment in 7 This share class will be deleted frm the prspectus as frm the feederisatin 8

9 the Master sub-fund by (i) mentining the maximum level f the Applied Service Fee applicable t the master sub-fund in which the Sub-Fund invests and (ii) disclsing the fees included in the Applied Service Fee. Csts fr the sharehlders The attentin f the sharehlders is drawn t the fact that the feederisatin will generate an increase f csts fr them. The csts f the feederisatin will be brne by the Feeder sub-fund. Dcuments available and cnduct f business rules The Directrs have decided t add a new sectin 11. Dcuments available fr inspectin in the appendix relating t the sub-fund which will indicate that, in additin t the dcuments available fr inspectin as referred t under the main part f the prspectus, the fllwing dcuments shall be available fr inspectin free f charge during usual business hurs n any Business Day at the registered ffice f the Sicav: (i) (ii) (iii) The prspectus f AXA Wrld Funds and the KIID f the Master sub-fund; The latest annual and semi-annual reprts f AXA Wrld Funds; The internal cnduct f business rules that has been adpted by the management cmpany s as t ensure that AXA Wrld Funds shall prvide the Sicav with all dcuments and infrmatin necessary fr the Sicav t meet the requirements laid dwn in the Law f The Directrs have further decided t specify that investrs may btain any additinal infrmatin abut AXA Wrld Funds n the website The Directrs have finally decided t add in the appendix relating t the sub-fund a new sectin 12. Summary f the internal cnduct f business rules referred t abve under sectin 11 which will prvide the fllwing infrmatin: - the sub-fund will invest in share classes f the Master sub-fund fr which AXA IM has defined a prcess t avid duble charging f any management fees f target funds managed by an AXA IM entity; - the sub-fund s calendar, the accunting perid and the settlement cycle are aligned with thse f the Master sub-fund; - n subscriptin, redemptin r cnversin fees will be retained at the Master sub-fund s level; - the sub-fund s delegates and the supprt functins being the same fr the sub-fund and the Master sub-fund, exchange f infrmatin is facilitated; - cmmunicatin t the sharehlders f the sub-fund and f the Master sub-fund is disseminated in a timely manner by the management cmpany in rder t avid unequal level f infrmatin. Tax implicatins The Directrs have decided t add in the appendix f the sub-fund a new sectin 13. Tax implicatins in rder t specify that the investment int the Master sub-fund has n specific Luxemburg tax impact. The cnversin int a feeder mentined abve and all the related amendments will take effect as frm 26 January Sharehlders wh d nt agree with this cnversin int a feeder may request the redemptin f their shares free f charge befre the start f the Secnd Feederisatin Operatin and up t 26 January II. Change f name The Directrs have decided t change the name f (i) AXA Wrld Funds II Far East Equities int AXA Wrld Funds II Asia Select Incme and (ii) AXA Wrld Funds II Glbal Masters Equities int AXA Wrld Funds II Glbal Equities in rder t reflect the name f the master sub-funds further t the cnversin f these sub-funds int feeder funds. 9

10 III. Fees payable by the Cmpany t the Depsitary, Registrar Agent, Dmiciliary, Administrative and Paying Agent AXA Wrld Funds II Eurpean Opprtunities Equities (the Sub-Fund ) The Directrs have decided t lwer (i) frm 0,29% t 0,20% the maximum fee that the Dmiciliary, Administrative and Paying Agent, Registrar Agent shall be entitled t receive ut f the net assets f each sub-fund and (ii) the fees due t the Depsitary which may nw amunt up t a maximum f 0,015% instead f 0,023% per year, calculated n the basis f the NAV determined n the last Valuatin Day f each mnth. The Directrs have als decided t amend the sectin Fees payable by the Cmpany t the Depsitary, Registrar Agent, Dmiciliary, Administrative and Paying Agent f the Sub-Funds s as t make reference t the Applied Service Fee that is paid indirectly by the Sub-Fund thrugh its investment in AXA Wrld Funds by (i) mentining the maximum level f the Applied Service Fee applicable t the Master sub-fund in which the Sub-Fund invests and (ii) disclsing the fees included in the Applied Service Fee. These changes will take effect as frm 26 January AXA Wrld Funds II Nrth American Equities The Directrs have decided t lwer (i) frm 0,29% t 0,20% the maximum fee that the Dmiciliary, Administrative and Paying Agent, Registrar Agent shall be entitled t receive ut f the net assets f each sub-fund and (ii) the fees due t the Depsitary which may nw amunt up t a maximum f 0,015% instead f 0,016% per year, calculated n the basis f the NAV determined n the last Valuatin Day f each mnth. This change will take effect as frm 26 January IV. Other amendments f the prspectus Time reference The Directrs have decided that the time referred t in the prspectus will be hencefrth the time in Luxemburg instead f the Central Eurpean Time ( CET ). This change will take effect as frm 26 January Directive 2014/91/EU f the Eurpean Parliament and f the Cuncil f 23 July 2014 as regards depsitary functins, remuneratin plicies and sanctins (UCITS V Directive) The Directrs have decided t amend the prspectus as per the requirements f the UCITS V Directive. These amendments will include: I. reference t the Custdian f the Cmpany updated t reference t the Depsitary ; II. updating f the sub-sectin General Infrmatin - Management Cmpany f the general part f the prspectus s as t insert an infrmatin regarding the remuneratin plicy put in place by the management cmpany; III. insertin f a new sub-sectin General Infrmatin - Depsitary in the general part f the prspectus s as t include the depsitary s duties and cnflicts f interest that may arise; a descriptin f the safe-keeping functins delegated by the Cmpany, and infrmatin regarding its delegates and sub-delegates, as the case may be; IV. updating f sectin General Risk Cnsideratins f the prspectus by insertin f Risk f cash and Central Securities Depsitaries factrs. Regulatin (EU) 2015/2365 f the Eurpean Parliament and f the Cuncil f 25 Nvember 2015 n transparency f securities financing transactins and f reuse (the SFT Regulatin ) The Directrs have decided t update the prspectus as per the requirements f the SFT Regulatin. 10

11 Regulatin (EU) 2016/679 f the Eurpean Parliament and f the Cuncil f 27 April 2016 n the prtectin f natural persns with regard t the prcessing f persnal data and n the free mvement f such data, and repealing Directive 95/46/EC (General Data Prtectin Regulatin) ( GDP Regulatin ) The Directrs have decided t amend the sectin DATA PROTECTION f the Prspectus where applicable, t make it cmpliant as per the requirements f the GDP Regulatin. These changes will be reflected in the prspectus dated 26 January Special risk cnsideratins The Bard hereby decides t add a new sectin Special Risk Cnsideratins s as t disclse the risks linked t investment in certain assets, cuntries, securities and gegraphical znes. This change will take effect as frm 26 January Investment Objectives and Plicies The Directrs have decided t amend the sectin Investment Objectives and Plicies f the general part f the prspectus in rder t reflect its decisin that the incme yields f the sub-funds will n lnger be f secndary imprtance. This change will take effect as frm 26 January Haircut plicy The Directrs have decided t disclse separately in the sectin Cllateral Management f the general part f the prspectus the haircuts applicable fr OTC derivatives as well as repurchase agreements transactins and the haircuts applicable fr securities lending transactins. The Directrs have further decided that any ther type f cllateral instrument and/r applicable haircut range shall be specifically authrized by AXA IM s Glbal Risk Management. This change will take effect as frm 26 January Update f infrmatin The Directrs have decided t update the fllwing infrmatin in the prspectus: the definitins referred t in the glssary; the list f general managers f the Sicav further t the resignatin f Mr. Steve Ghier; the cmpsitin f the bard f directrs f the Sicav further t the resignatin f Mr. Stephan Heitz and the addresses f the directrs; the cmpsitin f the bard f directrs f the management cmpany further t the resignatin f Mr. Steve Ghier as well as the functin f the directrs and their addresses; the address f AXA Investment Managers Paris; the address f the legal advisers; the deletin f the reference made t AXA Investment Managers Asia (Singapre) Ltd as subinvestment managers; the sectin General infrmatin in particular infrmatin n the Cmpany and the management cmpany as well as the investment managers and the sub-investment manager; the sectin Taxatin in Luxemburg including the infrmatin regarding the Luxemburg Law n the autmatic exchange f financial accunt infrmatin in the field f taxatin dated 18 December 2015 als called the Cmmn Reprting Standard Law (the CRS Law) which replaces the EU Savings Directive; the sectin Meetings t reflect the decisin taken by the extrardinary general meeting f the sharehlders held n 10 Nvember 2016; change f internet website address; typs and editing issues. * * * 11

12 The prspectus, taking int accunt the changes mentined in this letter, is available at the registered ffice f the Sicav and by cntacting us nline at: Yurs faithfully, Christphe Cquema Chairman f the bard f directrs f the Sicav 12