Prospectus for the AXA Rosenberg Equity Alpha Trust Valid as at 2 March 2021 The Fund is a UCITS umbrella type open-ended Unit Trust authorised by the Central Bank of Ireland pursuant to the provisions of the Regulations. The Directors of the Manager of the Fund, whose names appear in Section 9.1 (“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. IMPORTANT: IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISERS 1. Important Information Potential investors should inform themselves as to: This Prospectus comprises information relating to the Fund, AXA Rosenberg Equity Alpha Trust. The Fund is structured as (i) the legal requirements within the countries of their an open-ended umbrella unit trust and is authorised in nationality, residence, ordinary residence or domicile for Ireland by the Central Bank as a UCITS for the purposes of the subscription of Units; the Regulations. The Fund may be divided into different Sub- Funds with one or more classes of Units. The creation of any (ii) any foreign exchange restrictions or exchange control Sub-Fund or any new Unit class will require the prior requirements which they might encounter on the approval of the Central Bank. Capitalised terms are defined subscription or redemption of Units; and in section 2. (iii) the income tax and other taxation consequences which Applications for Units will only be considered on the basis of might be relevant to the subscription, holding or this Prospectus and the latest published audited annual report redemption of Units. and accounts and, if published after such report, a copy of the latest unaudited semi-annual report. These reports form part The Fund has the status of a recognised scheme under Section of this Prospectus. 264 of the United Kingdom Financial Services and Markets Acts 2000. The Fund provides the facilities required by the regulations The Fund is both authorised and supervised by the Central governing such schemes at the offices of the Investment Manager Bank. The authorisation of the Fund is not an endorsement in the United Kingdom. or guarantee of the Fund by the Central Bank and the Central Bank is not responsible for the contents of this Prospectus. The Fund is not open for investment by any US Person except in The authorisation of the Fund by the Central Bank does not exceptional circumstances and then only with the prior written constitute a warranty by the Central Bank as to the consent of the Manager. Furthermore, any prospective investor performance of the Fund and the Central Bank shall not be must certify that it is not subject to Title 1 of ERISA or to the liable for the performance or default of the Fund. prohibited transactions provisions of Section 4975 of the United States Internal Revenue Code of 1986, and does not qualify as a Statements made in this Prospectus are, except where Benefit Plan Investor. otherwise stated, based on the law and practice currently in force in Ireland, which may be subject to change. The granting of any such consent does not confer on investors a right to acquire Units in respect of any future or subsequent No person has been authorised to give any information or to application, which may be accepted or rejected in whole or in make any representation in connection with the offering or part by the Manager in its sole discretion. placing of Units other than those contained in this Prospectus and the reports referred to above and, if given or made, such Unitholders are required to notify the Administrator immediately information or representation must not be relied upon as in the event that they become, or hold Units on behalf of, US having been authorised by the Fund. The delivery of this Persons or Benefit Plan Investors (or subject to Title 1 if ERISA) or Prospectus (whether or not accompanied by the reports) or cease to be Qualified Holders or otherwise hold Units which any issue of Units shall not, under any circumstances, create might result in the Fund or any Sub-Fund incurring any liability to any implication that the affairs of the Fund have not changed taxation or suffering pecuniary disadvantages which the Fund or since the date of this Prospectus. any Sub-Fund might not otherwise have incurred or suffered, or requiring the Fund or any Sub-Fund to register under the United Application may be made in other jurisdictions to enable the States Investment Company Act of 1940, as amended, or register Units of the Fund to be marketed in those jurisdictions. In the any class of its securities under the United States Securities Act of event that such registrations take place the Manager may 1933, as amended. appoint or be required to appoint paying agents (who may be required to maintain accounts through which subscription/ Where the Manager becomes aware that any Units are directly redemption monies may be paid), representatives, or beneficially owned by any person in breach of the above distributors or other agents in the relevant jurisdictions. The restrictions, the Manager may direct the Unitholder to transfer fees and expenses of any such agent will be charged at normal its Units to a person qualified to own such Units or to request the commercial rates and discharged out of the assets of the Fund Unitholder to redeem Units, in default of which, the Unitholder shall, on the expiration of 30 days from the giving of such notice, The distribution of this Prospectus and the offering and placing be deemed to have given a request in writing for the redemption of Units in certain jurisdictions may be restricted and, of the Units. Redemption of such Units will occur on the next accordingly, persons into whose possession this Prospectus Dealing Day following expiration of such 30 day notice period. comes are required by the Fund to make themselves aware of and to observe such restrictions. It is intended that application may be made in other jurisdictions to enable the Units of the Fund to be marketed freely in these This Prospectus does not constitute an offer or solicitation to jurisdictions. anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make This Prospectus may also be translated into other languages. Any such offer or solicitation. such translation shall contain the same information and have the same meaning as the English language Prospectus and may 1 contain such additional 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. 2 Contents 1. IMPORTANT INFORMATION ................................................................................................................................... 1 2. DEFINITIONS ........................................................................................................................................................... 5 3. DIRECTORY ............................................................................................................................................................. 9 4. GENERAL FUND INFORMATION .............................................................................................................................10 4.1 INTRODUCTION ....................................................................................................................................................10 4.2 INVESTMENT OBJECTIVES AND POLICIES .....................................................................................................................10 4.3 CROSS INVESTMENT ..............................................................................................................................................11 4.4 INVESTMENT AND BORROWING RESTRICTIONS .............................................................................................................11 4.5 DISTRIBUTION POLICY ............................................................................................................................................11 4.6 MARKET TIMING ..................................................................................................................................................12 4.7 SUSTAINABILITY RISKS ............................................................................................................................................12 5. SUBSCRIPTION