INFORMATION FOR HONG KONG INVESTORS AXA Rosenberg Equity Alpha Trust Important If you are in doubt about the contents of the Prospectus or this document you should consult your stockbroker, bank manager, accountant, solicitor or other independent financial adviser. This document forms part of and should be read in conjunction with the Prospectus dated 30 October 2013, as amended and supplemented from time to time (the Prospectus ). Investors should refer to the Prospectus for full information and terms defined therein have the same meaning in this document. The Manager accepts responsibility for the information contained in the Prospectus and this document as being accurate at the date of its publication. AXA Rosenberg Equity Alpha Trust (the Fund ) is structured as an open-ended umbrella unit trust established under the laws of Ireland and authorised by the Central Bank of Ireland ( Central Bank ) as a UCITS for the purposes of the UCTIS Regulations. The Fund comprises of a number of sub-funds offering different classes of Units. The Fund and each of the sub-funds listed below (the Sub-Funds ) have been authorised under Section 104 of the Securities and Futures Ordinance by the Securities & Futures Commission in Hong Kong ( SFC ). The SFC authorisation is not a recommendation or endorsement of any Sub-Fund nor does it guarantee the commercial merits or performance of any Sub-Fund. The SFC authorisation does not mean any Sub-Fund is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors. The SFC takes no responsibility as to the accuracy of the statements made or opinion expressed in the Prospectus and this document. Notwithstanding the incorporation into the Prospectus and Trust Deed in respect of the Fund of the availability of investment powers under the UCITS Regulations, it is the intention of the Manager, AXA Rosenberg Management (Ireland) Limited, to continue to operate the Sub-Funds in accordance with the relevant investment principles of Chapter 7 of the Hong Kong Code on Unit Trusts and Mutual Funds (the Code ). In addition, whilst the Sub-Funds may use FDI for efficient portfolio management or hedging purposes, the Sub-Funds will not use FDI extensively for investment purposes. None of the Sub-Funds will introduce any changes to its investment objective, policy and restrictions as permitted under the UCITS Regulations. Should any Sub-Fund wish to change its investment objective and/or policy applicable to the Sub-Fund in future, the Manager will seek prior approval in writing of a simple majority of the Unitholders of the relevant Sub-Fund, or, if a general meeting of the Unitholders of such Sub-Fund is convened, by a majority of the votes cast at such meeting. Warning: In relation to Sub-Funds set out in the Prospectus, only the following Sub-Funds are authorised by the SFC pursuant to section 104 of the Securities and Futures Ordinance and hence may be offered to the public of Hong Kong: Sub-Fund Available Class of Units AXA Rosenberg US Equity Alpha Fund Class B (US$) AXA Rosenberg UK Equity Alpha Fund Class B ( ) AXA Rosenberg Pan-European Equity Alpha Fund Class B ( ) AXA Rosenberg Pan-European Small Cap Alpha Fund Class B ( ) AXA Rosenberg Europe Ex-UK Equity Alpha Fund Class B ( ) AXA Rosenberg Eurobloc Equity Alpha Fund Class B ( ) AXA Rosenberg Japan Equity Alpha Fund Class B ( ) AXA Rosenberg Japan Small Cap Alpha Fund Class B ( ) AXA Rosenberg Pacific Ex-Japan Equity Alpha Fund Class B (US$) AXA Rosenberg Pacific Ex-Japan Small Cap Alpha Fund Class B (US$)
AXA Rosenberg Global Equity Alpha Fund AXA Rosenberg Global Small Cap Alpha Fund Class B (US$) Class B (US$) Information specific to each Sub-Fund is contained in Appendix III Sub-Fund Details to the Prospectus ( Sub-Fund Details ) to which investors should have regard. Classes of units ( Units ), which are mentioned in the Prospectus and Sub-Fund Details thereto but not listed above, are not available for Hong Kong investors. Please note that the Prospectus is a global offering document and therefore also contains information of the following Sub-Funds which are not authorised by the SFC: AXA Rosenberg US Enhanced Index Equity Alpha Fund, AXA Rosenberg Pan-European Enhanced Index Equity Alpha Fund, AXA Rosenberg Japan Enhanced Index Equity Alpha Fund, AXA Rosenberg Eurobloc Enhanced Index Equity Alpha Fund, AXA Rosenberg All-Country Asia Pacific ex-japan Equity Alpha Fund, AXA Rosenberg All Country World Equity Alpha Fund, AXA Rosenberg Global Emerging Markets Equity Alpha Fund, AXA Rosenberg Emerging Markets Asia Equity Alpha Fund, AXA Rosenberg Emerging Markets Europe Equity Alpha Fund, AXA Rosenberg Emerging Markets Latin America Equity Alpha Fund, AXA Rosenberg Global Defensive Equity Income Alpha Fund, AXA Rosenberg US Defensive Equity Income Alpha Fund, AXA Rosenberg Pan European Defensive Equity Income Alpha Fund, AXA Rosenberg Japan Defensive Equity Income Alpha Fund, AXA Rosenberg Eurobloc Defensive Equity Income Alpha Fund, AXA Rosenberg US Small Cap Alpha Fund, and AXA Rosenberg Global Enhanced Index Equity Alpha Fund No offer shall be made to the public of Hong Kong in respect of the above unauthorised Sub-Funds. The issue of the Prospectus was authorised by the SFC only in relation to the offer of the above SFC-authorised Sub-Funds to the public of Hong Kong. Intermediaries should take note of this restriction. Hong Kong Representative The Hong Kong Representative is HSBC Institutional Trust Services (Asia) Limited of 1 Queen s Road Central, Hong Kong (the "Hong Kong Representative"). The Hong Kong Representative has been appointed by the Manager to represent it in Hong Kong. Subscription for Units An application to purchase Units in a Sub-Fund should be made on the Application Form attached hereto. Applications Forms shall be irrevocable and should be sent by post or by facsimile (with the original Application Form be sent by post and arrive within three Business Days (as such term is defined in the Prospectus) after the time for the receipt of a faxed Application Form) to the Hong Kong Representative. Applications received by the Hong Kong Representative on or prior to 5:00 p.m. (Hong Kong time) on a Hong Kong business day (excluding Saturdays) and a Business Day and if duly completed will be forwarded to the Administrator in Dublin on the same day. Applications received after 5:00 p.m. (Hong Kong time) will be forwarded to the Administrator on the next Hong Kong business day. All applications are subject to acceptance by the Manager. Investors should refer to the sections Subscriptions for Units and Sub-Fund Details in the Prospectus in addition to the relevant Application Form for further details on the application and dealing procedures applicable to the relevant Sub-Fund. Hong Kong investors should note that the Hong Kong Representative will not accept applications by telephone or by e-mail and where applications are sent by fax, 2
the Hong Kong Representative accepts no responsibility for any loss caused as a result of the non-receipt of such applications. Generally, applications for Units in a Sub-Fund must be received by the Administrator not later than 1:00 p.m. (Irish time) on the relevant Dealing Day (as such term is defined in the Prospectus) applicable to such Sub-Fund. However, in respect of the AXA Rosenberg Japan Equity Alpha Fund, AXA Rosenberg Japan Small Cap Alpha Fund, AXA Rosenberg Pacific Ex-Japan Equity Alpha Fund and AXA Rosenberg Pacific Ex-Japan Small Cap Alpha Fund, applications for Units must be received by the Administrator in Dublin not later than 1:00 p.m. (Irish time) one Business Day before the relevant Dealing Day. Payment in respect of subscriptions is due immediately in cleared funds by the time specified in the Application Form and by reference to the designated currency of the relevant Class (unless otherwise determined by the Manager). The payment procedures specific to each Sub-Fund are set out in the relevant Sub-Fund Details and the Application Form to which investors should have regard. Subscription monies should be paid in cleared funds in the designated currency of the relevant class of Units subscribed by telegraphic transfer to the Fund s bank account specified in the Application Form. Alternatively subscription monies in Hong Kong Dollars should be paid in cleared funds to the Hong Kong Representative by telegraphic transfer to the bank account set out below. Where subscription monies are paid to the Hong Kong Representative in Hong Kong Dollars (being other than the relevant currency of the class of Units subscribed), they will be converted into the respective currency of the class subscribed upon receipt of cleared funds in the designated bank account. The cost of currency conversion will be deducted from those subscription monies before processing such order. Hong Kong Dollar payments should be made by telegraphic transfer (net of bank charges) to: The Hong Kong and Shanghai Banking Corporation Limited 1 Queen s Road Central, Hong Kong A/C HSBC Institutional Trust Services (Asia) Limited IFS Subscription Account A/C No. 502-547839-001 For further credit to AXA Rosenberg Equity Alpha Trust Sub A/C No No. 00980011 Applicant(s) should instruct their banker to quote their name(s) and Sub-Fund invested on the remittance with SWIFT advice (format MT 103) to SWIFT Address: HSBCHKHHHKH for ease of identification. In order for application monies to be confirmed as received by the Hong Kong Representative prior to 5:00 p.m. (Hong Kong time) on a particular Hong Kong business day, the application monies must be remitted for value on the preceding Hong Kong business day. The Hong Kong Representative will only accept payment of subscription monies in Hong Kong Dollars. No money should be paid to any person in Hong Kong who is not licensed or registered to carry on Type 1 regulated activity under Part V of the Securities and Futures Ordinance. Information supplied by investors to the Hong Kong Representative in connection with an application to purchase Units may be held by the Hong Kong Representative and used for the purposes of processing applications as set out above. Such information may also be used by the Hong Kong Representative for the following purposes and may be retained after an investor s Units have been redeemed: carrying out investor s instructions or responding to any investor s enquiries, dealing in any other matters relating to an investor s holding of Units, observing any legal, governmental or regulatory requirements of any relevant jurisdiction (including any disclosure or notification requirements to which any recipient of the data is subject). 3
In addition, the Hong Kong Representative may disclose and transfer an investor s information to the Fund s auditors and the Manager, including any of their employees, officers, directors and agents and/or to the ultimate holding company of the Manager and/or their subsidiaries and/or affiliates or to any third party employed to provide administrative, computer or other services or facilities to any person to whom data is provided. Investors information may also be transferred to any regulatory authority entitled thereto by law or regulation (whether statutory or not) in connection with an investor s investment in the Fund, which persons may be persons outside Hong Kong. Switching of Units Investors should refer to the section Switching in the Prospectus for further details on switching of Units. Requests for the switching of Units should be submitted to the Hong Kong Representative by post or by facsimile (with the original sent by post immediately thereafter). The Hong Kong Representative will endeavour to ensure, but without any responsibility to any Unitholder, that switching requests received by it not later than 5:00 p.m. (Hong Kong time) on any Hong Kong business day will be transmitted to the Administrator in Dublin on the same day. Hong Kong investors should note that the Hong Kong Representative accepts no responsibility for any loss caused as a result of the non-receipt of a switching request given by facsimile. Generally, applications for switching of Units in a Sub-Fund must be received by the Administrator in Dublin not later than 1:00 p.m. (Irish time) on the relevant Dealing Day (as such term is defined in the Prospectus) applicable to such Sub-Fund. However, in respect of the AXA Rosenberg Japan Equity Alpha Fund, AXA Rosenberg Japan Small Cap Alpha Fund, AXA Rosenberg Pacific Ex-Japan Equity Alpha Fund and AXA Rosenberg Pacific Ex Japan Small Cap Alpha Fund, applications for conversion of Units must be received by the Administrator in Dublin by 1:00 p.m. (Irish time) one Business Day before the relevant Dealing Day. Redemption of Units Investors should refer to the section Redemption of Units in the Prospectus in addition to the relevant Sub-Fund Details for details on the redemption procedures. Requests for the redemption of Units should be submitted to the Hong Kong Representative on the Redemption Form by post or by facsimile (with the original sent by post immediately thereafter) on or prior to 5:00 p.m. (Hong Kong time) on any Hong Kong business day. The Hong Kong Representative will endeavour to ensure, but without any responsibility to any Unitholder, that requests for the redemption of Units received by it not later than 5:00 p.m. (Hong Kong time) on any Hong Kong business day will be transmitted to the Administrator in Dublin on the same day. The Administrator reserves the right to require the Unitholder s signature on a redemption request to be verified in a manner acceptable to the Administrator. Hong Kong investors should note that the Hong Kong Representative accepts no responsibility for any loss caused as a result of the non-receipt of a redemption request given by facsimile. Generally, applications for redemption of Units in a Sub-Fund must be received by the Administrator in Dublin not later than 1:00 p.m. (Irish time) on the relevant Dealing Day (as such term is defined in the Prospectus) applicable to such Sub-Fund. However, in respect of the AXA Rosenberg Japan Equity Alpha Fund, AXA Rosenberg Japan Small Cap Alpha Fund, AXA Rosenberg Pacific Ex-Japan Equity Alpha Fund and AXA Rosenberg Pacific Ex-Japan Small Cap Alpha Fund, completed redemption forms must be received by 1:00 p.m. (Irish time) one Business Day before the relevant Dealing Day. 4
Redemption payments will be made to the bank account detailed on the completed Application Form or as subsequently notified to the Hong Kong Representative in writing by the Unitholder. Publication of Prices The Net Asset Value per Unit of each Sub-Fund will be published daily in the South China Morning Post, the Hong Kong Economic Times and the website http:www.axa-im.com.hk. Fees and Expenses Both the Hong Kong Representative and Sub-Administrator Fees will be payable to the HSBC Institutional Trust Services (Asia) Limited as Hong Kong Representative and Sub-Administrator of the Fund. Please refer to the Prospectus for full details of fees and expenses. General: No advertising or promotional expenses will be charged to any of the Sub-Funds for so long as such Sub-Funds remain authorised by the SFC in Hong Kong. Details of the current and maximum rate of management fees payable to the Manager are disclosed in the Prospectus and relevant Sub-Fund Details. During such period as a Sub-Fund remains authorised by the SFC any increase in the management fee payable by such Sub-Fund up to the maximum permitted level will only be implemented upon giving at least 3 months notice to affected Unitholders. Any increase in the management fee in excess of such maximum level must be approved by the Unitholders of the relevant Sub-Fund in an extraordinary general meeting. Under the Trust Deed, the Manager has the discretion, on any Dealing Day, to add to the Subscription Price or deduct from the Redemption Price an anti-dilution levy payable to the relevant Sub-Fund to cover part or all of the transaction charges and to preserve the value of the underlying assets of the relevant Sub-Fund in the context of the acquisition or liquidation of the underlying Investments of the relevant Sub-Fund due to the subscription or redemption of Units of any Class. While the Manager has no current intention to apply the anti-dilution levy to any of the Sub-Funds authorized by the SFC, the Manager may change its policy with prior written notice to the relevant Unitholders. In the event of any over- or under-payment of realization proceeds, or any over- or under-issue of Units, resulting from an error in the calculation of the Net Asset Value of any Sub-Fund, the Manager will seek full redress and compensation from, and will take all appropriate remedial action against, the party responsible for such error. In addition, under the Prospectus, the Manager reserves its right to require (in its sole discretion and subject to its sole determination of the commercial reasonableness thereof) any Unitholder who has received either an incorrect number of Units or an incorrect payment in excess of the correct number or value as a result of the error in the calculation of the Net Asset Value of any Sub-Fund, to return such Units or sums to the Sub-Fund in question, and the Unitholder authorises the Manager to cancel or sell such Units and agrees to return such sums to the Administrator or Sub-Administrator (as the case may be) on request in order to correct such error. The Manager's exercise (or otherwise) of such right shall not affect the liability of the party responsible for the incorrect Net Asset Value calculation. Any funds collected from any of the relevant parties, which are in excess of the amounts required for compensatory purposes, will be paid to the Trust Fund for the benefit of the relevant Sub-Fund. Likewise, Unitholders who received an insufficient number of Units or settlement proceeds as a result of an error in the Net Asset Value calculation shall, at a minimum, be compensated in accordance with the Regulations, the Code and any industry guidance on materiality as the Manager deems appropriate. Moreover, the Manager reserves the right to (in its sole discretion and subject to its sole determination of the commercial reasonableness thereof) require up to full compensation to be paid to affected Unitholders without regard to 5
any materiality threshold. The Manager's exercise (or otherwise) of such right shall not affect the liability of the party responsible for the incorrect Net Asset Value calculation. In determining whether or not to seek recovery and, in considering the exercise or non-exercise of its rights described above, the Manager will take into account (in its sole discretion) such factors as it deems appropriate under the particular relevant circumstances including, but not exclusively limited to, (i) the potential cost of recovery compared with the value of the sums overpaid to Unitholders; (ii) the obligations of the Fund in the various jurisdictions in which Unitholders are located; (iii) the reputational risk to the Fund in seeking recovery; and (iv) any impact of recovery on its distribution network that would be detrimental to the Fund as a whole. However, the Manager has no current intention of exercising this power in respect of any of the Sub-Funds although it reserves the right to amend this policy in the future, with prior written notice to Unitholders. Risk Factors Potential investors should consider the risk factors set out in the section headed Risk Factors of the Prospectus and the risk factors set out below before investing in a Sub-Fund. Equity Market Risks The value of equity securities invested by a Sub-Fund is affected by the business, performance and activities of individual companies as well as general market and economic conditions. This may adversely impact the Sub-Fund s Net Asset Value. Volatility and Liquidity Risks Investment in the Sub-Fund is subject to volatility risks and the Sub-Fund s investments may exhibit significant short-term price fluctuation. This will in turn affect the Net Asset Value of the Sub-Fund. In addition, investments of the Sub-Fund may become illiquid. It may not be possible to sell or buy these investments quickly enough to prevent or minimise a loss in the Net Asset Value of the Sub-Fund. Volatility and Liquidity Risks associated with investing in Small Capitalization Companies The value of the securities in which a Sub-Fund will invest may be volatile. The securities of companies with a relatively small share capital (a small capitalization company) may be subject to higher volatility than companies with larger share capital. Broadly speaking this increased volatility may first be due to small capitalization companies having limited financial resources, which makes such companies less able to withstand changes in the business environment. Secondly small capitalization companies shares may be traded less frequently and in a more limited volume and may therefore be subject to more abrupt or erratic price movements than larger capitalization companies. Thirdly, the market for securities of small capitalization companies in which a Sub-Fund may invest may be relatively illiquid as compared with large capitalization companies. Concentration Risk Sub-Funds that invest in a single market or a particular geographical area may be more volatile than a broad-based Sub-Fund (such as a global equity fund) as they are more susceptible to fluctuations in value resulting from adverse conditions in the countries in which they invest. Risks related to the European sovereign debt crisis Certain Sub-Funds may invest substantially in European securities. The current economic and financial difficulties in Europe may continue to get worse and may spread within and outside Europe. It is possible that measures taken by the governments of the European countries, central banks and other authorities to address the economic and financial problems, such as austerity measures and reforms, may not work and such failure 6
may result in adverse consequences. The impact of any adverse economic or financial events in Europe may be significant and may adversely affect the value of the Sub-Fund's investment in European securities. In addition, the Sub-Fund's investments in European securities may be subject to increased risks of volatility, liquidity, credit, convertibility and currency fluctuations as a result of concerns over the fiscal conditions and sovereign credit risks that may be faced by one or more European countries.. Risk of using financial derivative instruments ( FDI ) for efficient portfolio management purposes The Sub-Funds may use FDI for efficient portfolio management purposes. In adverse situations, a Sub-Fund s use of FDI may become ineffective for efficient portfolio management purposes. This may result in significant losses to the Sub-Fund. Risk of termination A Sub-Fund may be terminated in the circumstances summarised under the section headed Termination of the Prospectus. In the event of the termination of a Sub-Fund, such Sub-Fund would have to distribute to the Unitholders their pro rata interest in the assets of the Sub-Fund. It is possible that at the time of such sale or distribution, certain investments held by the relevant Sub-Fund will be worth less than the initial cost of acquiring such investments, resulting in a loss to the Unitholders. Moreover, any organisational expenses (such as establishment costs) with regard to the relevant Sub-Fund that had not yet been fully amortised would be debited against the Sub-Fund s assets at that time. Broker Risk and Sub-Custody Risk A Sub-Fund will be exposed to the credit risk of the counterparties and the brokers and dealers and exchanges through which, it deals, whether it engages in exchange or off-exchange traded transactions. A Sub-Fund may be subject to risk of loss of its assets (i.e. assets deposited as margin or as collateral) held by a broker in the event of the broker s bankruptcy or fraud, the bankruptcy or fraud of any clearing broker through which the broker executes and clears transactions on behalf of a Sub-Fund, or the bankruptcy or fraud of an exchange clearing house. A Sub-Fund s Investments may be registered in the name of a sub-custodian where, due to the nature of the law or market practice of jurisdictions, it is common market practice, not feasible to do otherwise, or more a more efficient manner of holding such Investments. Such Investments may not be segregated from the sub-custodian s own investments and in the event of default or fraud of such sub-custodian may not be protected and may be irrecoverable by the Sub-Fund. Profile of a Typical Investor The information contained in the 4.1.1 Profile of a typical investor section of the Prospectus is provided for reference only. Before making any investment decisions, investors should consider their own specific circumstances, including, without limitation, their own risk tolerance level, financial circumstances, investment objectives. If in doubt, investors should consult their stockbrokers, bank managers, solicitors, accountants, representative banks or other financial advisers. Foreign Account Tax Compliance Act ( FATCA ) The effective date for FATCA withholding regime has been postponed from 1 January 2014 to 1 July 2014. The Fund will endeavour to satisfy the requirements imposed under FATCA or the intergovernmental agreement (the IGA ) to avoid any withholding tax. In the event that the Fund is not able to comply with the requirements imposed by FATCA or the IGA and the Fund or any applicable Sub-Fund does suffer US withholding tax on its investments as a result of non-compliance, the Net Asset Value of the Fund or the relevant Sub-Fund may be adversely affected and the Fund or the relevant Sub-Fund may suffer significant loss as a result. Each prospective investor should consult with its own tax advisor as to the potential impact of FATCA in its own tax situation. 7
Investment Management The Manager has delegated responsibility for the investment and re-investment of the assets of each of the Sub-Funds to AXA Rosenberg Investment Management Limited (UK) pursuant to the investment management agreement described in the section on Material Contracts. Details of the AXA Rosenberg Group are set out in the Prospectus. In making its investment decisions, the Investment Manager will have regard to any stock selection policies or restrictions agreed to by the Investment Manager and/or its direct or indirect parent companies with regards to the holding of either individual securities or various categories or classes of securities. The stock selection universe may also be modified as a result of any local regulatory limitations on stock holdings imposed as a result of the Manager offering units in the Fund in various jurisdictions. The Sub-Investment Managers The Investment Manager may delegate some or all of the investment decision making authority for some or all of the Sub-Funds to one or more of the Sub-Investment Managers pursuant to the sub-investment management agreements between the Investment Manager and the relevant Sub-Investment Managers as described in the section on Material Contracts. The Investment Manager has sub-delegated its investment management functions in respect of the following Sub-Funds to one or more Sub-Investment Manager(s):- Sub-Fund Sub-Investment Manager(s) AXA Rosenberg Japan Equity Alpha Fund AXA Investment Managers Asia (Singapore) Ltd. AXA Rosenberg Japan Small Cap Alpha Fund AXA Investment Managers Asia (Singapore) Ltd. AXA Rosenberg Global Equity Alpha Fund AXA Investment Managers Asia (Singapore) Ltd. AXA Rosenberg Investment Management LLC AXA Rosenberg Global Small Cap Alpha Fund AXA Investment Managers Asia (Singapore) Ltd. AXA Rosenberg Investment Management LLC AXA Rosenberg Pacific Ex-Japan Equity Alpha Fund AXA Investment Managers Asia (Singapore) Ltd. AXA Rosenberg Pacific Ex-Japan Small Cap Alpha Fund AXA Investment Managers Asia (Singapore) Ltd. AXA Rosenberg US Equity Alpha Fund AXA Rosenberg Investment Management LLC Notwithstanding the appointment of the Sub-Investment Managers to the above Sub-Funds, the functions of overseeing the investment and reinvestment of the assets of the above Sub-Funds are carried out by the Investment Manager during such period as the relevant Sub-Funds remain authorised by the SFC. Securities Lending The Sub-Funds may utilise stock lending agreements. In such transaction the respective Sub-Fund may temporarily transfer its securities to a borrower, with agreement by the borrower to return equivalent securities to the Sub-Fund. Up to 100% of the securities in each Sub-Fund may be used for stock lending purposes. 8
The Manager on behalf of the respective Sub-Fund has appointed AXA Investment Managers GS Ltd to act as its agent for the purpose of lending securities to brokers, dealers and other financial institutions. Securities lending income is received net of a 20% fee, which is payable to AXA Investment Managers GS Ltd. The net income receivable on securities lending activities is accounted for on an accruals basis. Details of such transactions are set out in the annual and semi-annual reports of the Fund. The Sub-Funds are exposed to counterparty risk on parties with whom they trade and may also bear the risk of settlement default. The Sub-Funds minimise concentration of counterparty risks by undertaking transactions with counterparties on recognised and reputable Exchanges and by trading only a very small percentage of each Sub-Funds portfolio at any time with any one approved broker. All transactions in listed securities are effected within a clearinghouse framework. Therefore, the risk of default is considered small, as delivery of securities sold are only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. To minimise counterparty risk involved in securities lending arrangements, collateral is required from the counterparty, exceeding in value the amount of securities on loan. In order to further reduce the risk of collateral default, the Manager has decided to receive collateral in the form of cash and government debt. Repurchase Agreements The Fund does not engage into repurchase agreements. Hong Kong Taxation Under current law and practice in Hong Kong, during such time as the Fund remains authorised by the SFC it is not expected to be subject to any Hong Kong profits tax arising from the carrying on of its activities as described in the Prospectus and this document. Unitholders whether or not resident in Hong Kong will not be liable for Hong Kong tax in respect of any income or gains made on the issue, redemption, conversion, transfer or other disposal of Units in Hong Kong, save that persons carrying on a business of trading in securities in Hong Kong may be subject to Hong Kong profits tax if those gains form part of such business. Investors should contact their own professional advisers for advice on their taxation position under the law of their residence, domicile or citizenship. Soft Commissions and Transactions with Connected Persons The Manager and the Investment Managers and any of their connected persons may enter into soft commission arrangements for the provision to them of goods or services which are of demonstrable benefit to the Fund. The execution of transactions will be consistent with best execution standards and brokerage rates will not be in excess of customary institutional full-service brokerage rates. Details of any such commissions will be disclosed in the annual and interim report and accounts of the Fund. The Manager and the Investment Managers and any of their connected persons shall not retain the benefit of any cash commission rebate paid or payable from brokers or dealers in respect of any business placed for or on behalf of the Fund. In transacting with brokers or dealers connected to the Manager, the Investment Manager or any of their connected persons on behalf of the Fund, the Manager will ensure compliance with the following obligations:- (i) (ii) (iii) (iv) (v) Such transactions should be on arm s length terms; The Manager must use due care in the selection of brokers or dealers and ensure that they are suitably qualified in the circumstances; Transaction execution must be consistent with applicable best execution standards; The fee or commission paid to any such broker or dealer in respect of a transaction may not be greater than that which is payable at the prevailing market rate for a transaction of that size and nature; The Manager will monitor such transactions to ensure compliance with these obligations; and 9
(vi) The nature of such transactions and the total commissions and other quantifiable benefits received by such broker or dealer will be disclosed in the annual and interim report and accounts of the Fund. Reporting English versions of the audited annual accounts will be issued within four months of the end of the financial period to which they relate and English versions of the unaudited half yearly reports will be issued within two months of the end of the half year period to which they relate. The Manager will notify Hong Kong Unitholders as to where such accounts and reports are available in printed and electronic forms within the specified time periods. Electronic versions are available within the specified time periods from the website http://www.axa-im.com.hk. In addition, hardcopies of the relevant accounts and reports will be available for inspection and collection from the Hong Kong Representative or the Hong Kong Distributor. Documents available for inspection A copy of the following documents are available for inspection free of charge at the office of the Hong Kong Representative during normal business hours and copies may be obtained at a price as may from time to time be agreed by the Hong Kong Representative: (a) (b) (c) (d) (e) (f) (g) (h) the Trust Deed; the Administration Agreement; the Sub-Administration Agreement; the Investment Management Agreement; the Sub-Investment Management Agreement; the Hong Kong Representative Agreement; the Prospectus; and the latest annual and semi-annual reports of the Fund. The Hong Kong offering documents, latest audited annual accounts and unaudited half yearly reports of the Fund, Net Asset Value per Unit of each Sub-Fund etc are available on the website http:www.axa-im.com.hk. General Information 1. During such period as a Sub-Fund remains authorised by the SFC, all proposed changes to the Sub-Fund will be submitted to the SFC for prior approval if such approval is required under the Code, or the guidelines, circulars or other written policy as issued the SFC from time to time. Such changes include but are not limited to: the retirement, removal and appointment of the Manager and Trustee; the appointment and replacement of Sub-Investment Managers; the appointment of sub-custodians; and the termination of a Sub-Fund. In addition to any specific requirements imposed by the Fund s constitutive documentation, the Fund will consult the SFC whether any proposed changes require Unitholder approval to be obtained or notice to be given to Unitholders prior to implementation of such changes. 2. If the Manager is to change the index of a Sub-Fund under the circumstances (a) to (f) as listed under the Change in Index of the Prospectus, Unitholders will be informed as soon as possible. For any other reasons, the Manager will give a minimum prior notice of 60 days to Unitholders. 3. Investors should note that AXA Rosenberg Long-Short Strategies Trust (referred to in the section headed 9.1 Management and Administration - 9.1.1. Manager of the Prospectus) has not been authorised by the SFC and is not available for sale to the retail public in Hong Kong. 4. The establishment cost of the Fund has been fully amortized as at the date of this document. 5. The websites www.axa-im.com.hk, www.axa-rosenberg.com and www.axa-im.com set out in this document and/or the Prospectus have not been reviewed by the SFC. In addition, the website www.axa-rosenberg.com and www.axa-im.com are not specifically directed to Hong Kong residents 10
and may contain information with respect to non-sfc authorised funds which are not available for public offer in Hong Kong. 6. The Hong Kong Distributor The Hong Kong Distributor is AXA Investment Managers Asia Limited of Suites 5701-4, 57/F, One Island East, 18 Westlands Road, Quarry Bay, Hong Kong. 7. Hong Kong investors may contact the Hong Kong Distributor by any of the following means if they have any enquiries, feedback or complaints in respect of any Sub-Fund:- In writing to: Suites 5701-4, 57/F, One Island East, 18 Westlands Road, Quarry Bay, Hong Kong Telephone: 852 2285 2000 The Hong Kong Distributor will endeavour to revert to the relevant investor within five working days either orally or in writing. February 2014 11
AXA ROSENBERG EQUITY ALPHA TRUST (A UCITS umbrella type open-ended Unit Trust authorised by the Central Bank of Ireland pursuant to the provisions of the Regulations) PROSPECTUS If you are in any doubt about the contents of this Prospectus, you should consult your professional advisers. The Directors of the Manager of the Fund, whose names appear in the section entitled Management and Administration are the persons responsible for the information contained in this Prospectus and accept responsibility accordingly. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is dated 30 October 2013. 12
1. IMPORTANT INFORMATION This Prospectus comprises information relating to the Fund, AXA Rosenberg Equity Alpha Trust. The Fund is structured as an open-ended umbrella unit trust and is authorised in Ireland by the Central Bank as a UCITS for the purposes of the Regulations. The Fund may be divided into different Sub-Funds with one or more classes of Units. The creation of any Sub-Fund or any new Unit class will require the prior approval of the Central Bank. Capitalised terms are defined in section 2. Applications for Units will only be considered on the basis of this Prospectus and the latest published audited annual report and accounts and, if published after such report, a copy of the latest unaudited semi-annual report. These reports form part of this Prospectus. In relation to each Class of Units issued or to be issued from the date of this Prospectus, an application may be made to The Irish Stock Exchange for those Units to be admitted to the Official List of The Irish Stock Exchange. It is not currently proposed to list Units on any stock exchange other than The Irish Stock Exchange. The Fund is both authorised and supervised by the Central Bank. The authorisation of the Fund is not an endorsement or guarantee of the Fund by the Central Bank and the Central Bank is not responsible for the contents of this Prospectus. The authorisation of the Fund by the Central Bank does not constitute a warranty by the Central Bank as to the performance of the Fund and the Central Bank shall not be liable for the performance or default of the Fund. Statements made in this Prospectus are, except where otherwise stated, based on the law and practice currently in force in Ireland, which may be subject to change. No person has been authorised to give any information or to make any representation in connection with the offering or placing of Units other than those contained in this Prospectus and the reports referred to above and, if given or made, such information or representation must not be relied upon as having been authorised by the Fund. The delivery of this Prospectus (whether or not accompanied by the reports) or any issue of Units shall not, under any circumstances, create any implication that the affairs of the Fund have not changed since the date of this Prospectus. The distribution of this Prospectus and the offering and placing of Units in certain jurisdictions may be restricted and, accordingly, persons into whose possession this Prospectus comes are required by the Fund to make themselves aware of and to observe such restrictions. This Prospectus does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Potential investors should inform themselves as to: (i) (ii) (iii) the legal requirements within the countries of their nationality, residence, ordinary residence or domicile for the subscription of Units; any foreign exchange restrictions or exchange control requirements which they might encounter on the subscription or redemption of Units; and the income tax and other taxation consequences which might be relevant to the subscription, holding or redemption of Units. The Fund has the status of a recognised scheme under Section 264 of the United Kingdom Financial Services and Markets Acts 2000. The Fund provides the facilities required by the regulations governing such schemes at the offices of the Investment Manager in the United Kingdom. The Fund is not open for investment by any US Person except in exceptional circumstances and then only with the prior written consent of the Manager. The granting of any such consent does not confer on investors a right to acquire Units in respect of any future or subsequent application, which may be accepted or rejected in whole or in part by the Manager in its sole discretion. Unitholders are required to notify the Administrator immediately in the event that they become US Persons or cease to be Qualified Holders or otherwise hold Units which might result in the Fund or any Sub-Fund incurring any liability to taxation or suffering pecuniary disadvantages which the Fund or any Sub-Fund might not otherwise have incurred or suffered, or requiring the Fund or any Sub-Fund to register under the United States Investment Company Act of 1940, as amended, or register any class of its securities under the United States Securities Act of 1933, as amended. Where the Manager becomes aware that any Units are directly or beneficially owned by any person in breach of the above restrictions, the Manager may direct the Unitholder to transfer its Units to a person qualified to own such Units or to request the Unitholder to redeem Units, in default of which, the Unitholder shall, on the expiration of 30 days from the giving of such notice, be deemed to have given a request in writing for the redemption of the Units. Redemption of such Units will occur on the next Dealing Day following expiration of such 30 day notice period. It is intended that application may be made in other jurisdictions to enable the Units of the Fund to be marketed freely in these jurisdictions. This Prospectus may also be translated into other languages. Any such translation shall contain the same information and have the same meaning as the English language Prospectus and may contain such additional 13
information as required by local regulators for the purposes of registering Sub-Funds in relevant jurisdictions. To the extent that there is any inconsistency between the English language Prospectus and the Prospectus in another language, the English language Prospectus will prevail, except to the extent (but only to the extent) required by law of any jurisdiction where the Units are sold, that in an action based upon disclosure in a prospectus in a language other than English, the language of the Prospectus on which such action is based shall prevail. Investors should read and consider the risk discussion under Risk factors before investing in the Fund. Where a Preliminary Charge is payable in respect of a subscription for certain Classes of Units the resulting difference at any one time between the Subscription and Redemption Price means that investment in such Classes of Unit should be viewed as medium to long term. 14
CONTENTS 1. IMPORTANT INFORMATION... 13 2. DEFINITIONS... 17 3. DIRECTORY... 20 4. GENERAL FUND INFORMATION... 21 4.1 INTRODUCTION... 21 4.1.1 PROFILE OF A TYPICAL INVESTOR... 21 4.2 INVESTMENT OBJECTIVES AND POLICIES... 21 4.2.1 CHANGE OF INVESTMENT OBJECTIVES AND POLICIES... 21 4.2.2 CURRENCY HEDGING... 21 4.2.3 CHANGE IN INDEX... 21 4.3 CROSS INVESTMENT... 22 4.4 INVESTMENT AND BORROWING RESTRICTIONS... 22 4.5 DISTRIBUTION POLICY... 22 4.6 MARKET TIMING... 22 5. SUBSCRIPTION AND REDEMPTION OF UNITS IN THE FUND... 23 5.1 SUBSCRIPTION FOR UNITS... 23 5.1.1 SUBSCRIPTION PROCEDURE... 23 5.1.2 SUBSCRIPTION PRICE... 24 5.1.3 MONEY LAUNDERING PREVENTION MEASURES... 24 5.2 REDEMPTION OF UNITS... 24 5.2.1 REDEMPTION PROCEDURE... 25 5.2.2 REDEMPTION PRICE... 25 5.2.3 REDEMPTION OF ALL UNITS... 26 5.3 SWITCHING... 26 5.4 TRANSFERS... 26 5.5 SUBSCRIPTION, SWITCHING AND REDEMPTION OF UNITS VIA A FUND PLATFORM/ OTHER ELECTRONIC MEANS / USE OF NOMINEE SERVICES... 26 6. FEES AND EXPENSES... 28 6.1 FUND ESTABLISHMENT EXPENSES... 28 6.2 SERVICE PROVIDERS FEES... 28 6.2.1 MANAGEMENT FEES... 28 6.2.2 COMMISSION ARRANGEMENTS... 28 6.2.3 TRUSTEE FEES... 28 6.2.4 ADMINISTRATOR FEES... 28 6.2.5 SUB-ADMINISTRATOR FEES... 28 6.3 UNITHOLDER CHARGES... 29 6.3.1 PRELIMINARY CHARGE... 29 6.3.2 SWITCHING CHARGE... 29 6.3.3 ANTI-DILUTION LEVY... 29 6.4 DISTRIBUTION FEE... 29 6.5 FUND EXPENSES... 29 7. RISK FACTORS... 31 7.1 GENERAL... 31 7.2 INVESTMENT RISK... 31 7.3 CURRENCY RISK... 31 7.4 SUSPENSION RISK... 31 7.5 TAXATION RISK... 31 7.6 MANAGEMENT RISK... 31 7.7 INVESTMENT MODEL RISK... 31 7.8 STOCKLENDING RISK... 31 7.9 COUNTERPARTY RISK... 32 7.10 BROKER RISK AND SUB-CUSTODY RISK... 32 15
7.11 POLITICAL ECONOMIC, CONVERTIBILITY AND REGULATORY RISK... 32 7.12 FOREIGN OWNERSHIP RESTRICTION RISK... 32 7.13 EMERGING MARKET RISK... 32 7.14 INVESTMENT IN RUSSIA RISK... 33 7.15 FDI RISK... 33 7.16 USE OF ELECTRONIC COMMUNICATIONS/E-MAIL RISK... 34 7.17 REDEMPTION RISK... 34 8. TAXATION... 35 8.1 IRISH TAXATION... 35 8.2 UNITED KINGDOM... 39 8.3 EUROPEAN UNION TAXATION OF SAVINGS INCOME DIRECTIVE... 41 8.4 FOREIGN ACCOUNT TAX COMPLIANCE ACT ( FATCA )... 42 9. SERVICE PROVIDER S AND FUND DETAILS... 43 9.1 MANAGEMENT AND ADMINISTRATION... 43 9.1.1 MANAGER... 43 9.1.2 DIRECTORS OF THE MANAGER... 43 9.1.3 INVESTMENT MANAGER AND PROMOTER... 44 9.1.4 THE SUB-INVESTMENT MANAGERS... 44 9.1.5 THE MASTER DISTRIBUTOR... 44 9.1.6 ADMINISTRATOR, REGISTRAR AND TRANSFER AGENT... 44 9.1.7 SUB-ADMINISTRATOR & HONG KONG REPRESENTATIVE... 45 9.1.8 TRUSTEE... 45 9.1.9 LEGAL ADVISERS... 45 9.1.10 AUDITORS... 45 9.1.11 U.K. FACILITIES... 45 9.1.12 REPORTING... 45 9.2 STATUTORY INFORMATION... 45 9.2.1 MEETINGS... 45 9.2.2 ALLOCATION OF ASSETS AND LIABILITIES... 46 9.2.3 COMMISSIONS... 46 9.2.4 CONFLICTS OF INTEREST... 46 9.2.5 TERMINATION... 46 9.3 CALCULATION OF NET ASSET VALUE... 47 9.3.1 GENERAL... 47 9.3.2 PUBLICATION OF NET ASSET VALUE... 47 9.3.3 DETERMINATION OF NET ASSET VALUE... 47 9.3.4 TEMPORARY SUSPENSIONS/POSTPONEMENTS OF THE DETERMINATION OF THE NET ASSET VALUE... 49 9.4 GENERAL INFORMATION... 49 9.4.1 MATERIAL CONTRACTS... 49 9.4.2 INSPECTION OF DOCUMENTS... 50 9.4.3 DATA PROTECTION... 50 APPENDIX I... 52 STOCK EXCHANGES AND REGULATED MARKETS... 52 APPENDIX II... 54 INVESTMENT AND BORROWING RESTRICTIONS... 54 APPENDIX III... 62 SUB-FUND DETAILS... 62 16
2. DEFINITIONS The following definitions apply in this document unless the context otherwise requires: Administrator, State Street Fund Services (Ireland) Limited and/or such other person as may be appointed, with the prior approval of the Central Bank, to provide administration services to the Fund. Application Form(s), such form or forms for use by investors in connection with an application for Units. Auditors, PricewaterhouseCoopers, Chartered Accountants, Ireland or such other firm as may from time to time be appointed by the Manager to act as auditors to the Fund. AXA Rosenberg Group, AXA Rosenberg Group LLC and its subsidiaries. Base Currency, in relation to any Sub-Fund, means the currency in which the Sub-Fund is denominated, as the same may be amended from time to time by the Directors and notified to the Central Bank. Business Day, in relation to any Sub-Fund, such day or days as defined in the Sub-Fund Details and/or as the Directors may from time to time determine. Central Bank, the Central Bank of Ireland or any successor thereof. Class, a class of Units of a Sub-Fund. Currency Holidays, any Business Day(s), on which transactions cannot be settled in a relevant currency. Dealing Day, such Business Day as the Manager may from time to time determine (with the approval of the Trustee) for dealings in a Sub-Fund, provided there shall be at least two Dealing Days in each calendar month. Directors, the directors of the Manager or any duly authorised committee thereof. Duties and Charges, in relation to any Sub-Fund, all stamp and other duties, taxes, governmental charges, brokerage, bank charges, foreign exchange interests and spreads, interest, custodian or sub-custodian charges (relating to redemption and subscription), transfer fees, registration fees, and other duties and charges whether in connection with the original acquisition or increase of the assets of the relevant Sub-Fund or the creation, issue, subscription, conversion or redemption of Units, or the purchase or sale of Investments, or in respect of certificates or otherwise which may have become or may be payable in respect of or prior to or in connection with or arising out of or upon the occasion of the transaction or dealing in respect of which such duties and charges are payable but shall not include any commission payable to agents on redemptions and subscriptions of Units or any commission, taxes, charges or costs which may have been taken into account in ascertaining the Net Asset Value of Units in the relevant Sub-Fund. EEA, Member States, Norway, Iceland and Liechtenstein. Euro and, the lawful currency of the countries of the euro-area of the European Economic and Monetary Union ( EMU ). FCA, the United Kingdom s Financial Conduct Authority. FDIs, financial derivative instruments. Fund, AXA Rosenberg Equity Alpha Trust. Initial Offer Period or IOP, the period set by the Manager in relation to any Sub-Fund as the period during which the Units are initially on offer (see relevant Sub-Fund Details) and which may be shortened or extended by the Manager in its discretion and notified to the Central Bank. Initial Offer Price, the initial subscription price during the Initial Offer Period (see relevant Sub-Fund Details). Investment, any investment authorised by the Trust Deed and which is permitted by the Regulations. Investment Manager, AXA Rosenberg Investment Management Limited and/or such other person as may be appointed, with the prior approval of the Central Bank, to provide investment management services to any of the Sub-Funds. Manager, AXA Rosenberg Management Ireland Limited, a limited liability company incorporated in Ireland. 17