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AXA Insurance Fund A Specialised Investment Fund

A Mutual Investment Fund in accordance with the Law of 13 February 2007

Luxembourg

Prospectus August 2010

VISA 2010/66188-3222-0-PCL'apposition du visa ne peut en aucun cas servird'argument de publicitéLuxembourg, le 27/09/2010Commission de Surveillance du Secteur Financier

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AXA Insurance Fund – Framlington Euro Relative Value Insurance Sub-Fund (hereinafter the "Framlington Euro Relative Value Sub-Fund") AXA Insurance Fund – Framlington Talents Insurance Sub-Fund (hereinafter the " Framlington Talents Sub-Fund") AXA Insurance Fund – Euro Bonds Insurance Sub-Fund (hereinafter the "Euro Bonds Sub-Fund”) AXA Insurance Fund – Force 3 Insurance Sub-Fund (hereinafter the “Force 3 Sub-Fund”) AXA Insurance Fund – Force 8 Insurance Sub-Fund (hereinafter the “Force 8 Sub-Fund”) AXA Insurance Fund – Framlington Optimal Income Insurance Sub-Fund (hereinafter the " Framlington Optimal Income Sub-Fund") AXA Insurance Fund – Money Market Euro Insurance Sub-Fund (hereinafter the “Money Market Euro Sub-Fund”) AXA Insurance Fund – Framlington Europe Small Cap Insurance Sub-Fund (hereinafter the “Europe Small Cap Sub-Fund”) ___________________________________________________________________ This Prospectus does not constitute an offer or solicitation by any person in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Units of AXA Insurance Fund are not offered in the United States and may not be offered to or purchased by U.S. Persons. Applicants may be required to declare that they are not U.S. Persons and are not applying for Units on behalf of any U.S. Person nor reselling Units for the benefit of U.S. Persons. Article 5.4 of the Management Regulations contains provisions enabling the Fund to compulsorily redeem Units held by prohibited persons. The value of and income from Units in a Sub-Fund may go up as well as down and you may not get back the amount you have invested in the Fund. Before investing in a Sub-Fund you should consider the risks involved in such investment. Please see "General Risk Considerations" in this Prospectus. Prospective purchasers of Units should inform themselves as to the legal requirements, exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile.

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If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial advisor. Purchases in the Fund are deemed to be made on the basis of the information contained in this Prospectus and supplementary documentation, and in the latest annual reports which are available from the registered office of the Management Company and the agents of the Fund. Capitalised terms will have the meaning as defined in the Glossary of Terms.

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Promoter: AXA Investment Managers Coeur Défense, Tour B, La Défense 4 100, Esplanade du Général de Gaulle France Management Company: AXA Funds Management S.A. 49, Avenue J. F. Kennedy L-1855 Luxembourg Custodian, Paying Agent and Administrator: State Street Bank Luxembourg S.A. 49, Avenue J.F. Kennedy L-1855 Luxembourg Registrar and Transfer Agent: State Street Bank Luxembourg S.A. 49, Avenue J.F. Kennedy L-1855 Luxembourg Auditor of the Fund and statutory auditor of the Management Company: PricewaterhouseCoopers S.à.r.l 400, Route d'Esch B.P. 1443 L-1471 Luxembourg Legal Advisor: Arendt & Medernach 14, rue Erasme L- 2082 Luxembourg

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CONTENTS Page

GLOSSARY OF TERMS ............................................................................................ 6

PRINCIPAL FEATURES ......................................................................................... 12

MANAGEMENT COMPANY .................................................................................. 13

CUSTODIAN, PAYING AGENT, ADMINISTRATOR, REGISTRAR AND TRANSFER AGENT ................................................................................................. 14

INVESTMENT OBJECTIVES AND POLICIES .................................................. 15

GENERAL RISK CONSIDERATIONS .................................................................. 16

INVESTMENT RESTRICTIONS ........................................................................... 19

THE UNITS ................................................................................................................ 19

ISSUE AND SALE OF UNITS ................................................................................. 20

CONVERSION OF UNITS ....................................................................................... 21

REDEMPTION OF UNITS ...................................................................................... 22

DISTRIBUTION POLICY ....................................................................................... 24

DETERMINATION OF THE NAV ......................................................................... 25

GENERAL INFORMATION ................................................................................... 27

CHARGES AND EXPENSES .................................................................................. 28

TAXATION ................................................................................................................ 30

DOCUMENTS AVAILABLE ................................................................................... 31

ENCLOSURE I: INVESTMENT OBJECTIVES AND POLICIES OF THE SUB-FUNDS ............................................................................................................... 32

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GLOSSARY OF TERMS Auditor PricewaterhouseCoopers S.à r.l

400, Route d'Esch B.P. 1443 L-1471 Luxembourg

Board of Directors Directors of the Management Company at the time of the current Prospectus

Business Day A full banking business day, other than a Saturday or Sunday or public holiday, on which banks are open all day for business in Luxembourg

Consolidated Articles The consolidated articles of incorporation of the Management Company deposited with the register of commerce and companies de Luxembourg on May 26, 2006, as may be supplemented or amended from time to time

Custodian, Paying Agent and Administrator

State Street Bank Luxembourg S.A. 49, Avenue J.F. Kennedy L-1855 Luxembourg

Dealing Day The day on which the subscription, redemption and conversion requests are to be received by the Registrar and Transfer Agent, i.e. the Business Day immediately preceding the relevant Valuation Day

EUR

The currency of the Member States of the European Union that adopt the single currency in accordance with the Treaty establishing the European Economic Community, as amended by the Treaty on European Union

Fund AXA Insurance Fund which term will include any existing Sub-Funds thereof

GBP The legal currency of the United Kingdom

Law of December 20, 2002 The Luxembourg law of December 20, 2002 on

undertakings for collective investment, as amended

Legal Advisor (under Luxembourg law)

Arendt & Medernach 14, rue Erasme L – 2082 Luxembourg

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Management Company AXA Funds Management S.A., a Luxembourg management company submitted to chapter 13 of the Law of December 20, 2002

Management Regulations The management regulations of the Fund currently in force

Member State a member state of the European Union

Memorial Mémorial C, Recueil des Sociétés et Associations

NAV The net asset value as calculated on the relevant Valuation Day

Other Regulated Market A market which is regulated, operates regularly and is recognized and open to the public, namely a market (i) that meets the following cumulative criteria: liquidity; multilateral order matching (general matching of bid and ask prices in order to establish a single price); transparency (the circulation of complete information in order to give clients the possibility of tracking trades, thereby ensuring that their orders are executed on current conditions); (ii) on which the securities are dealt in at a certain fixed frequency, (iii) which is recognized by a State or by a public authority which has been delegated by that State or by another entity which is recognized by that State or by that public authority such as a professional association and (iv) on which the securities dealt in are accessible to the public

Other State Any State of Europe which is not a Member State, and any State of America, Africa, Asia and Oceania

Prospectus The prospectus dated August 2010 which may be supplemented or amended from time to time

Reference Currency Currency of denomination of the relevant Sub-Fund

Registered Office 49, Avenue J. F. Kennedy L-1855 Luxembourg

Registrar and Transfer Agent

State Street Bank Luxembourg S.A. 49, Avenue J.F. Kennedy L-1855 Luxembourg

Regulated Market a regulated market as defined in the Council

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Directive 2004/39/EC dated 21 April 2004 on investment services in the securities field (“Directive 2004/39/EC”), namely a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments – in the system and in accordance with its non-discretionary rules – in a way that result in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly in accordance with the provisions of the Directive 2004/39/EC.

SIF Law The Luxembourg law of February 13, 2007 on Specialised Investment Funds

Sub-Fund Each sub-fund of the Fund

UCI An undertaking for collective investment

Unit Each unit within any Sub-Fund

United States The United States of America (including the States and the District of Columbia), its territories, its possessions and any other areas subject to its jurisdiction.

U.S. Person The term “U.S. Person” means with respect to individuals, any U.S. citizen (and certain former U.S. citizens as set out in relevant U.S. Income Tax laws) or “resident alien” within the meaning of U.S. income tax laws and in effect from time to time. With respect to persons other than individuals, the term “U.S. Person” means (i) a corporation or partnership or other entity created or organised in the United States or under the laws of the United States or any state thereof; (ii) a trust where (a) a U.S. court is able to exercise primary jurisdiction over the trust and (b) one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to U.S. tax on its world-wide income from all sources; or (b) for which any U.S. Person acting as executor or administrator has sole investment discretion with respect to the assets of the estate and which is not governed by foreign

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law. The term “U.S. Person” also means any entity organised principally for passive investment such as a commodity pool, investment company or other similar entity (other than a pension plan for the employees, officers or principals of any entity organised and with its principal place of business outside the United States) which has as a principal purpose the facilitating of investment by a United States person in a commodity pool with respect to which the operator is exempt from certain requirements of Part 4 of the United States Commodity Futures Trading Commission by virtue of its participants being non United States persons

USD The legal currency of the United States of America

Valuation Day Each Business Day, except a Business Day falling within a period of suspension of determination of Net Asset Value, as described under the heading “Suspension of the Calculation of the Net Asset Value and the Offering, Redemption and Conversion of Shares”

Time referred to in this Prospectus is Central European Time (“CET”).

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AXA Insurance Fund The Fund is offering Units of separate Sub-Funds on the basis of the information contained in this Prospectus and in the documents referred to herein. No person is authorised to give any information or to make any representations concerning the Fund other than as contained in the Prospectus and in the documents referred to herein, and any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in the Prospectus will be solely at the risk of the purchaser. The most recent annual report of the Fund is deemed to be an integral part of the Prospectus and is available free of charge upon request from the registered office of the Management Company and of the Fund’s agents. The Units to be issued hereunder will relate to each separate Sub-Fund of the Fund. Units of the different Sub-Funds may be issued, redeemed and converted at prices computed on the basis of the NAV per Unit, within the relevant Sub-Fund, as defined in the Management Regulations. The general investment objective of the Fund is to invest in a range of investment schemes as more specifically described under "Investment Objectives and Policies". The Fund has been established as an umbrella fund, which means that the Fund may be composed of several Sub-Funds, with each Sub-Fund constituting a separate portfolio of assets and liabilities, on the basis of the information contained in the Prospectus and in the documents referred to herein. Sub-Funds have different features. Accordingly, by investing in one or more of such Sub-Funds, investors may choose which Sub-Fund best suits their specific risk and return expectations as well as their diversification needs. According to the SIF Law, an umbrella fund constitutes a single legal entity. However, as it is the case between unitholders, each Sub-Fund is treated as a separate entity and operates independently, each portfolio of assets being invested for the exclusive benefit of this Sub-Fund. A purchase of Units relating to one particular Sub-Fund does not give the holder of such Units any rights with respect to any other Sub-Fund. The net proceeds from the subscriptions to each Sub-Fund are invested in the specific portfolio of assets constituting that Sub-Fund. With regard to third parties, each Sub-Fund will be exclusively responsible for all liabilities attributable to it. For the time being, the Board of Directors has created eight Sub-Funds: Framlington Euro Relative Value Sub-Fund; Framlington Talents Sub-Fund; Euro Bonds Sub-Fund; Force 3 Sub-Fund; Force 8 Sub-Fund; Framlington Optimal Income

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Sub-Fund; Money Market Euro Sub-Fund, and Framlington Europe Small Cap Sub-Fund. The Board of Directors may, at any time, create additional Sub-Funds. In that event this Prospectus will be updated accordingly so as to include detailed information on the new Sub-Funds. The Board of Directors has taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or opinion. The Board of Directors accepts responsibility accordingly. The Fund is registered as a specialised investment fund regulated by the provisions of the SIF Law. However, such registration does not require any Luxembourg authority to approve or disapprove either the adequacy or accuracy of the Prospectus or the assets held in the various Sub-Funds. Any representations to the contrary are unauthorised and unlawful. The sale of the Units of the Fund is reserved to certain institutional and well-informed investors and the Fund will refuse to issue Units to the extent the legal or beneficial ownership thereof would belong to persons or companies which cannot be qualified as well-informed investors within the meaning of the SIF Law. Furthermore, the Fund will refuse to make any transfer of Units to the extent that such transfer would result in the legal or beneficial ownership of such Units to a non- well-informed investor. The Fund, at its sole discretion, may refuse the issue or the transfer of Units if there exists no sufficient evidence that the person or company to which the Units should be issued or transferred is a well-informed investor within the meaning of the SIF Law. In order to determine whether a purchaser or transferee (including any beneficial owner thereof) of Units may be qualified as a well-informed investor, the Fund will refer to the recommendations made by the relevant supervisory authorities. Generally, the Fund may at its sole discretion, reject any application for subscription of Units and proceed, at any time, to the compulsory redemption of all the Units legally or beneficially owned by a non-institutional investor. The Units are not being offered in the United States, and may be so offered only pursuant to an exemption from registration under the Securities Act of 1933 (the "1933 Act"), and have not been registered with the Securities and Exchange Commission or any state securities commission nor has the Fund been registered under the Investment Company Act of 1940, as amended (the "1940 Act"). No transfer or sale of the Units shall be made unless, among other things, such transfer or sale is exempt from the registration requirement of the 1933 Act and any applicable state securities laws or is made pursuant to an effective registration statement under the 1933 Act and such state securities laws and which would not result in the Fund becoming subject to registration or regulation under the 1940 Act. Units may furthermore not be sold or held either directly by nor for the benefit of a US Person. All purchasers must certify that the beneficial owner of such Units is not a U.S. Person and is purchasing such Units for its own account, for investment purposes only and not with a view towards resale thereof.

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PRINCIPAL FEATURES

Structure AXA Insurance Fund is a fonds commun de placement with several separate Sub-Funds. The Fund is established under the SIF Law and is governed by the amended Management Regulations executed on 22 April 2008, as published in the Memorial, on 2 June 2008. The Fund is managed by AXA Funds Management S.A., a public limited company ("société anonyme") organised under the laws of the Grand Duchy of Luxembourg. Its share capital amounts to EUR 423,301.70. The Management Company was established on November 21, 1989 for an unlimited period of time. The articles of incorporation were published in the Memorial of January 26, 1990. Its articles were last amended on 28 April 2006 and published in the Memorial on 6 June 2006. It is registered under the number RCS Luxembourg B 32 223 at the Register of Commerce at the District Court of Luxembourg. Minimum Investment and Holding The minimum initial investment in any one Sub-Fund is EUR 500,000 or its equivalent in the Reference Currency. The minimum subsequent investment in any one Sub-Fund is EUR 50,000 or its equivalent in the Reference Currency. The minimum holding requirement in each Sub-Fund is EUR 50,000 or its equivalent in the Reference Currency. A redemption or conversion request which would reduce the value at such time of any holding below such respective amount may be treated as a request to redeem or convert the whole of such unitholding. All of the above investment limits are subject to the discretion of the Board of Directors or its delegates to accept lesser amounts. Dealing Price There is a single dealing price for the purchase, conversion and redemption of Units within each Sub-Fund which is the NAV per Unit within the relevant Sub-Fund. The dealing price is available for inspection from the Registered Office.

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Dealing Units may normally be purchased, redeemed or converted on a daily basis at prices based on the NAV per Unit within the relevant Sub-Fund. There is a Valuation Day on each Business Day. The applications for subscription, conversion or redemption must be addressed to the Registrar and Transfer Agent (on behalf of the Management Company or directly from the subscriber). Such application must be received by the Registrar and Transfer Agent before 12.00 a.m. (Luxembourg time) on the each Business Day. Applications received after 12.00 a.m. will be deemed to have been received on the next following Business Day. For Force 3 Sub-Fund, Force 8 Sub-Fund, and Framlington Talents Sub-Fund, applications for subscription, redemption or conversion requests received by the Registrar and Transfer Agent prior to 12.00 a.m. on any Business Day (J) will be processed on the basis of the Dealing Price calculated on the second Valuation Day thereafter (J+2). Listing Units of the Fund will not be listed on the Luxembourg Stock exchange.

MANAGEMENT COMPANY

AXA Funds Management S.A. is the Management Company of the Fund. The Management Company also manages the following funds : AXA IM Horizon, AXA IM Cash, AXA IM Comfort, AXA IM Fixed Income Investment Strategies, AXA Active Protection, AXA Pension, AXA Nederland (Luxemburg), AXA Invest Plus, AXA Luxemburg Fund, RACE ONE, AXA WORLD FUNDS, AXA WORLD FUNDS II, and AXA IM XP. The Management Company is organised under the form of a public limited company ("société anonyme") under the laws of the Grand Duchy of Luxembourg and has its registered office in Luxembourg City. The Management Company manages the assets of the Fund in compliance with the Management Regulations in its own name, but for the sole benefit of the unitholders of the Fund. AXA Funds Management S.A. is a management company as defined under chapter 13 of the Law of December 20, 2002. The Board of Directors will determine the investment policy of the Sub-Funds within the objectives set forth in Article 3 and the restrictions set forth in Article 13 of the Management Regulations. The Board of Directors will have the broadest powers to administer and manage each Sub-Fund within the restrictions set forth in Article 13 of the Management

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Regulations, including but not limited to the purchase, sale, subscription, exchange and receipt of securities and other assets permitted by law and the exercise of all rights attached directly or indirectly to the assets of the Fund. Board of Directors: - Michael Reinhard (Chairman), Global Head of

Operational Support & Service Management, AXA Investment Managers Paris, residing in Paris, France

- Guy Dauger de Caulaincourt, Oversight & SLA Manager and General Manager, AXA Funds Management S.A., residing in Luxembourg

- Kirk Hotte, Retail Senior Sales Manager, AXA Investment Managers Paris, residing in Paris, France.

- Mr. Bruno Durieux, Chief Financial Officer, AXA Luxembourg S.A., residing in Luxembourg

- Mr. Paul de Cooman Chief Executive Officer, AXA Luxembourg S.A., residing in Luxembourg

- Christian Rabeau, Chief Investment Officer of AXA Investment Managers Paris, residing in Paris, France

- Christof Jansen, Oversight & SLA Manager and General Manager , AXA Funds Management S.A., residing in Luxembourg

Auditors: - PricewaterhouseCoopers S.à r.l

CUSTODIAN, PAYING AGENT, ADMINISTRATOR, REGISTRAR AND TRANSFER AGENT

The Management Company has appointed State Street Bank Luxembourg S.A. as custodian of the Fund's assets. STATE STREET BANK LUXEMBOURG S.A is a public limited company (“société anonyme”) incorporated under the laws of the Grand Duchy of Luxembourg. It was incorporated in Luxembourg on 19 January 1990 and presently exists for an unlimited period of time. Its registered office is in Luxembourg at 49, Avenue J.F. Kennedy. Its share capital amounted to EUR 65,000,000 on 31 December 2009. The Custodian carries out the usual duties regarding custody, cash and securities deposits, without any restriction. In particular, and upon the instructions of the Fund, it will execute all financial transactions and provide all banking facilities. The Custodian will further exercise his duties in accordance with the SIF Law and the Custodian Agreement: a) ensure that the sale, issue, redemption and cancellation of Units effected on

behalf of the Fund or by the Management Company are carried out in accordance with the law and the Management Regulations;

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b) carry out the instructions of the Management Company, unless they conflict

with the law or the Management Regulations; c) ensure that in transactions involving the assets of the Fund, any consideration

is remitted to it within the usual time limits; d) ensure that the income of the Fund is applied in accordance with the

Management Regulations. The Custodian may entrust all or part of the assets of the Fund, in particular securities traded abroad or listed on a foreign stock exchange or admitted to a clearing system, to such clearing system or to such correspondent banks as may be determined by the Custodian from time to time. The Custodian's liability will not be affected by the fact that it has entrusted all or part of the assets in its care to a third party. In the same agreement, the Management Company has further appointed State Street Bank Luxembourg S.A. as the Fund's paying agent responsible for the payment of distributions, if any, and for the payment of the redemption price by the Fund. The Management Company has also appointed State Street Bank Luxembourg S.A. as the Fund's administrator and registrar and transfer agent. In such capacities, State Street Bank Luxembourg S.A. will be responsible for all administrative duties required by Luxembourg law, and in particular for the book-keeping and calculation of the NAV of the Units, for handling the processing of subscriptions for Units of the Fund, dealing with requests for redemption and conversion of Units of the Fund and accepting transfers of funds, safekeeping of the register of unitholders of the Fund and providing and supervising the mailing of statements, reports, notices and other documents to the unitholders of the Fund. The rights and duties of the Custodian, Administrator, Registrar and Transfer Agent, and Paying Agent are governed by Custodian Agreement and an Administration Agreement entered into on 31 March 2006 for an unlimited period of time from the date of their signature. Such agreements may be terminated by each party on giving 90 days’ prior notice. The Custodian will continue to act as custodian pending replacement and until all assets of the Fund have been transferred to the successor custodian.

INVESTMENT OBJECTIVES AND POLICIES A. GENERAL The investment objective of the Fund is to manage its assets for the benefit of its unitholders. The investment objectives and policies of the Sub-Funds are described in Enclosure I.

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The primary investment objective of the Fund is to make investments available to investors in portfolios of assets with different objectives in a manner that seeks maximum performance within controlled levels of risk aimed to reduce volatility. In order to achieve these objectives, the Sub-Funds will invest exclusively in certain sub-funds of AXA World Funds. Up to 100% of each Sub-Fund's net assets may be invested in AXA World Funds. Each Sub-Fund may also, on an ancillary basis, hold cash and cash equivalents, including time deposits and money market instruments having an initial or residual maturity of less than 12 months, taking into account any financial instruments relating thereto, or, pursuant to the conditions of issue governing such securities, with an interest adapted at least annually according to the market conditions. No assurance can however be given that any of the Sub-Funds will achieve its objective as described below. B. FACTORS TO BE TAKEN INTO CONSIDERATION Information concerning AXA World Funds AXA World Funds is a Luxembourg société d'investissement à capital variable with several separate sub-funds. AXA World Funds is established under Part I of the Law of December 20, 2002 and is subject to the provisions of the law of 10 August 1915 on commercial companies. The objective of AXA World Funds is to provide private and institutional investors with a one-door access to the major capital markets in the world through a diversified set of sub-funds. These sub-funds are divided into four asset classes: Equities, Bonds, Mixed and Liquidity. Investors are given the opportunity to invest in one or more sub-funds and thus to determine their own preferred exposure to a specific region and/or to a specific asset class. A copy of the prospectus of AXA World Funds may be obtained free of charge from the Registered Office.

GENERAL RISK CONSIDERATIONS The investments within each Sub-Fund are subject to market fluctuations and to the risks inherent in all investments; accordingly, no assurance can be given that the investment objectives will be achieved. Political and regulatory risks The value of the assets of a sub-fund of AXA World Funds in which a Sub-Fund invests may be affected by uncertainties such as regional political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in

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laws and regulations of countries in which investments may be made. Furthermore, the legal infrastructure, accounting, auditing and reporting standards in certain countries in which investments may be made, may not provide the same degree of investor protection or information to investors as would generally apply to major securities markets. However, the risks inherent to investments in AXA World Funds are limited to the loss of the initial investment contributed by the Fund. Foreign exchange Each sub-fund of AXA World Funds in which the Fund will invest may acquire securities denominated in local currencies and may maintain cash in such currencies. As a consequence, fluctuations in the value of such currencies against the reference currency of such sub-funds will have a corresponding impact on the value of such sub-funds. Determination of the Net Asset Value The relevant NAV per Unit will fluctuate mainly in the light of the NAV of AXA World Funds. In particular, investors are warned that: - the calculation of the NAV per Unit of the various Sub-Funds may be

determined only after the value of the investments itself is determined, which may take a certain time after the Valuation Day;

- that the number of Units subscribed may therefore not be determined until the

NAV per Unit is calculated. Duplication of Fees There will be some duplication of fees and commissions (such as central administration fees and custody) each time the Fund invests in AXA World Funds. Notwithstanding the foregoing, there will not be any duplication of the management fees, as the management fees shall only be accrued at AXA World Funds level. Risk linked to the investments in hedge funds A limited part of the assets of certain sub-funds of AXA World Funds in which the Fund will invest may be exposed to funds pursuing alternative strategies. Investments in alternative funds imply certain specific risks linked for example to the valuation of the assets of such sub-funds and to their low liquidity.

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Use of Derivatives and Specific Hedging Transactions In order to achieve their management objectives, certain Sub-Funds of AXA World Funds in which the Fund will invest, may in particular engage in the credit derivatives market by entering into credit default swaps in order to sell or buy protection, as mentioned in Enclosure 1. A credit default swap “CDS” is a bilateral financial contract in which one counterparty (the protection buyer) pays a periodic fee in return for a contingent payment by the protection seller following a credit event of a reference issuer. The protection buyer acquires the right to sell a particular bond or other designated reference obligations issued by the reference issuer for its par value or the right to receive the difference between par value and market price of the said bond or other designated reference obligations (or some other designated reference or strike price) when a credit event occurs. A credit event is commonly defined as bankruptcy, insolvency, receivership, material adverse restructuring of debt, or failure to meet payment obligations when due. The International Swap and Derivatives Association (ISDA) has produced standardised documentation for these derivatives transactions under the umbrella of its ISDA Master Agreement. Such Sub-Funds may use credit derivatives in order to hedge the specific credit risk of some of the issuers in its portfolio by buying protection. In addition, these Sub-Funds may, provided it is in their exclusive interest, buy protection under credit derivatives without holding the underlying assets. These Sub-Funds may also sell protection under credit derivatives in order to acquire a specific credit exposure subject to the same being in the exclusive interest of the Sub-Funds. These Sub-Funds will only enter into OTC credit derivatives transactions with highly rated financial institutions specialised in this type of transactions and only in accordance with the standard terms laid down by the ISDA Master Agreement. Risk linked to the use of credit instruments For these Sub-Funds investing in credit default swaps, some of the securities held in the portfolio may involve increased credit and market risk; such securities are subject to the risk of an issuer’s inability to meet principal and interest payments on its obligations (credit risk) and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. In selecting securities, the Sub-Fund will consider among other things, the price of the security, and the issuer’s financial history, condition, management and prospects. These Sub-Funds will however endeavour to mitigate the risks associated with emerging markets, and credit and derivative instruments, by diversifying its holdings by issuer type, geographical location, industry sector, and credit quality.

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INVESTMENT RESTRICTIONS 1. In respect of the Fund's investments The main objective of the Fund is to invest exclusively the net assets of each Sub-Fund at all times in certain sub-funds of AXA World Funds as more fully described in the section “Investment Objectives and Policies” herebefore in order to take full advantage of the investment policies of such sub-funds. The Fund may even invest up to 100% of the net assets of each Sub-Fund in any single sub-fund of the targeted fund. Each Sub-Fund may hold up to 75% of the NAV of any sub-fund of AXA World Funds. The Fund may also, on an ancillary basis, hold cash and cash equivalents. 2. Borrowings The Fund may borrow up to 25% of the net assets of each Sub-Fund, whatever the purpose of such borrowings may be.

THE UNITS The Fund issues Units in each of the separate Sub-Funds. The net proceeds from the subscriptions are invested in the specific pool of assets constituting the relevant Sub-Funds. The Board of Directors will maintain for each Sub Fund a separate pool of assets. As between unitholders, each pool of assets will be invested for the exclusive benefit of the relevant Sub-Funds. As regards to third parties, each Sub-Fund is exclusively responsible for all liabilities attributable to it. Units in any Sub-Fund will only be issued in registered form. The inscription of the unitholder's name in the register of Units evidences his or her right of ownership of such registered Units. Holders of registered Units will receive a written confirmation of their unitholding. Forms for the transfer of Units are available at the Registered Office. Units are freely transferable except to U.S. Persons and non-institutional investors.

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All Units must be fully paid-up; they are of no par value and carry no preferential or pre-emptive rights. Fractional registered Units are issued to one thousandth of a Unit, and such fractional Units will be entitled to a participation in the net results and in the proceeds of liquidation attributable to the relevant Sub-Funds on a pro rata basis.

ISSUE AND SALE OF UNITS Units are made available through the Management Company which may, from time to time, enter into contractual arrangements with intermediaries, dealers and/or professional investors for the distribution of those Units. The Management Company and the Registrar and Transfer Agent will at all times comply with any obligations imposed by any applicable laws, rules and regulations with respect to money laundering, as they may be amended or revised from time to time. Units of each Sub-Fund may be issued by the Management Company on any Valuation Day. Units of each Sub-Fund will be issued or sold at the NAV per Unit of the relevant Sub-Fund calculated on the Valuation Day. For the time being, no subscription fee will be levied. Investors may be required to complete a subscription agreement for Units or other documentation satisfactory to the Management Company indicating that the purchaser and, as the case may be, beneficial owner thereof is not a U.S. Person and is an institutional investor. Subscription agreements containing such representations are available from the Management Company or the Fund's duly appointed agents. Completed applications must be addressed to the Registrar and Transfer Agent (on behalf of the Management Company or directly from the subscriber). Such applications received by the Registrar and Transfer Agent on the Dealing Day before 12.00 a.m. (Luxembourg time) will normally be fulfilled at the next calculated NAV of the relevant Sub-Fund. Applications received after that cut off time will be processed on the next Valuation Day. For Force 3 Sub-Fund, Force 8 Sub-Fund, and Framlington Talents Sub-Fund, applications for subscription, redemption or conversion requests received by the Registrar and Transfer Agent prior to 12.00 a.m. on any Business Day (J) will be processed on the basis of the Dealing Price calculated on the second Valuation Day thereafter (J+2). In subscribing for Units of any one Sub-Fund, a unitholder must meet applicable minimum initial and subsequent investment described under section “Principal Features”. Payments for Units should be made within three Business Days after the relevant Valuation Day by electronic bank transfer net of all bank charges (except where local

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banking practices do not allow electronic bank transfers). Payment should be made in the Reference Currency or in any other freely convertible currency specified by the unitholder (in which case any currency conversion costs will be borne by the unitholder) to the bank account published by the Registrar and Transfer Agent. Other methods of payment are subject to the prior approval of the Management Company. Where payments do not result in the immediate receipt of cleared funds, processing of the subscription will usually be deferred until cleared monies are received, unless otherwise agreed with the Management Company or the Fund's duly appointed agents. Written confirmations of unitholding will be sent to unitholders within five Business Days after the relevant Valuation Day. The Management Company may agree to issue Units as consideration for a contribution in kind of securities, in compliance with the conditions set forth by Luxembourg law, in particular the obligation to deliver a valuation report from the auditor ("réviseur d'entreprises agréé") which will be available for inspection by any unitholder from the Registered Office and provided that such securities comply with the investment objectives and policies of the relevant Sub-Fund described herein. Any costs incurred in connection with a contribution in kind of securities will be borne by the relevant unitholders. The Management Company reserves the right to reject any subscription in whole or in part, in which case subscription monies paid, or the balance thereof, as appropriate, will normally be returned to the applicant within three Business Days thereafter, provided such subscription monies have been cleared, or to suspend at any time and without prior notice the issue of Units in one, several or all of the Sub-Funds. No Units of any Sub-Fund will be issued during any period when the calculation of the NAV per Unit in such Sub-Fund is suspended by the Management Company, pursuant to the powers reserved to it by the Management Regulations. In the case of suspension of dealings in Units the subscription will be dealt with on the first Valuation Day following the end of such suspension period.

CONVERSION OF UNITS Unitholders have the right, subject to the provisions hereinafter specified, to convert Units from one Sub-Fund for Units of another Sub-Fund. A conversion of Units of one Sub-Fund for Units of another Sub-Fund will be treated as a redemption of Units and a simultaneous purchase of Units of the acquired Sub-Fund. A converting unitholder may, therefore, realise a taxable gain or loss in connection with the conversion under the laws of the country of the unitholder's citizenship, residence or domicile. Units may be tendered for conversion on any Dealing Day.

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All terms and notices regarding the redemption of Units will equally apply to the conversion of Units. The rate at which Units in any Sub-Fund for Units of another Sub-Fund will be converted will be determined by reference to the respective NAVs of the relevant Units, calculated as of the same Valuation Day following receipt by the Registrar and Transfer Agent (on behalf of the Management Company or directly from the unitholder). For the time being, no conversion fee will be levied. Written confirmations of unitholding (as appropriate) will be sent to unitholders within five Business Days after the relevant Valuation Day, together with the balance resulting from such conversion, if any. In converting Units of a Sub-Fund for Units of another Sub-Fund, a unitholder must meet applicable minimum investment requirements imposed by the acquired Sub-Fund. If, as a result of any request for conversion, the aggregate NAV of the Units held by the converting unitholder in a Sub-Fund would fall below the minimum holding requirement indicated in the section "Principal Features", the Management Company may treat such request as a request to convert the entire unitholding of such unitholder in such Sub-Fund. Units in any Sub-Fund will not be converted in circumstances where the calculation of the NAV per Unit of such Sub-Fund is suspended by the Management Company pursuant to the Management Regulations. Furthermore, if on any Valuation Day, conversion requests pursuant to Article 7 of the Management Regulations relate to more than 10% of the Units in issue in a specific Sub-Fund, the Board of Directors may decide that part or all of such requests for conversion will be deferred for such period as the Board of Directors considers to be in the best interest of the relevant Sub-Fund, but normally not exceeding one Valuation Day. On the next Valuation Day following such period, these conversion requests will be met in priority to later requests.

REDEMPTION OF UNITS

Each unitholder of the Fund may at any time request the Management Company to redeem on any Valuation Day all or any of the Units held by such unitholder in any of the Sub-Funds. Unitholders desiring to have all or any of their Units redeemed may apply in writing to the Management Company directly at the registered office of the Registrar and Transfer Agent.

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Redemption requests should contain the following information: the identity and address of the unitholder requesting the redemption, the number of Units to be redeemed, the relevant Sub-Fund, the name in which such Units are registered and details as to whom payment should be made. Unitholders whose applications for redemption are accepted will have their Units redeemed on the relevant Valuation Day provided that the applications have been received by the Registrar and Transfer Agent (on behalf of the Management Company or directly from the unitholder) before 12.00 a.m. (Luxembourg time) on the Dealing Day. Applications received after that time will be processed on the next Valuation Day. Units will be redeemed at a price equal to the NAV per Unit in the relevant Sub-Fund as described below. The redemption price may be higher or lower than the price paid at the time of the subscription or purchase. Generally, the redemption price will be paid not later than three (3) Business Days from the relevant Valuation Day, or from the date on which the redemption request details have been received by the Management Company, whichever is the later date. Payment of the redemption price will be made by wire and/or cheque mailed to the unitholder at the address indicated by him or her or by bank order to an account indicated by the unitholder, at such unitholder's expense and at the unitholder's risk. The redemption price will be paid in the Reference Currency or in any other freely convertible currency specified by the unitholder. In the last case, any currency conversion costs will be borne by the unitholder. For the time being, no redemption fee will be levied. Units in any Sub-Fund will not be redeemed if the calculation of the NAV per Unit of such Sub-Fund is suspended by the Management Company in accordance with Article 14.3 of the Management Regulations. If, as a result of any request for redemption, the aggregate NAV of the Units held by the redeeming unitholder in a Sub-Fund would fall below the minimum holding requirement indicated in the section "Principal Features", the Management Company may treat such request as a request to redeem the entire unitholding of such unitholder in such Sub-Fund. Furthermore, if on any Valuation Day, redemption requests pursuant to Article 6.3 of the Management Regulations relate to more than 10% of the Units in issue in a specific Sub-Fund, the Board of Directors may decide that part or all of such requests for redemption will be deferred for such period as the Board of Directors considers to be in the best interest of the relevant Sub-Fund, but normally not exceeding one Valuation Day. On the next Valuation Day following such period, these redemption requests will be met in priority to later requests. The Management Regulations contain at Article 5.4 provisions enabling the Fund to compulsorily redeem Units held by U.S. Persons and non-institutional investors.

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Subscription, redemption and conversion of Units should be made for investment purposes only. The Fund does not permit market-timing or other excessive trading practices. Excessive, short-term (market-timing) trading practices may disrupt portfolio management strategies and harm Fund performance. To minimise harm to the Fund and the unitholders, the Management Company or the registrar and transfer agent on its behalf has the right to reject any subscription or conversion order, or levy in addition to any subscription, redemption or conversion fees which may be charged, a fee of up to 2% of the value of the order for the benefit of the Fund from any investor who is engaging in excessive trading or has a history of excessive trading or if an investor's trading, in the opinion of the Management Company, has been or may be disruptive to the Fund or any of the Sub-Funds. In making this judgment, the Management Company may consider trading done in multiple accounts under common ownership or control. The Management Company also has the power to redeem all Units held by a unitholder who is or has been engaged in excessive trading. The Management Company will not be held liable for any loss resulting from rejected orders or mandatory redemptions.

DISTRIBUTION POLICY No dividend is expected to be paid to the unitholders and there is no guarantee that there will be any current income. However, the Board of Directors reserves the right to propose the payment of a dividend at any time. Should the unitholders decide on the distribution of a cash dividend, the Board of Directors will propose to a general meeting of unitholders of the relevant Sub-Fund that the distribution will be paid out of the net investment income available for distribution and/or out of the net realised capital gains and/or unrealised capital gains after deduction of unrealised capital losses. In any event, no distribution will be made if, as a result, the NAV of the Fund would fall below EUR 1,250,000.-. Dividends not claimed within five years of their due date will lapse and revert to the relevant Sub-Fund. No interest shall be paid on a distribution declared by the Fund and kept by it at the disposal of its beneficiary.

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DETERMINATION OF THE NAV 1) Calculation and Publication The NAV per Unit within each Sub-Fund will be expressed in the Reference Currency of each Sub-Fund. The NAV per Unit will be determined as of any Valuation Day by dividing the net assets attributable to the relevant Sub-Fund, being the value of the portion of assets less the portion of liabilities attributable to such Sub-Fund, on any such Valuation Day, by the number of Units then outstanding, in accordance with the valuation rules set forth below. The NAV per Unit may be rounded up or down to the nearest unit or as the case may be sub-unit of the relevant currency as the Management Company will determine. If the Valuation Day indicated in the section “Issue and Sale of Units” is not a Business Day, the net asset valuation shall take place on the next following Business Day. In such event, the NAV shall be calculated on the basis of the closing prices of the day preceding the concerned closed Business Day. Nevertheless, units of UCITS and/or other UCIs held by the relevant Sub-Fund will be evaluated at their last available NAV per Unit. The value of such assets will be determined as follows: a) The value of any cash on hand or on deposit, bills and demand notes and

accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received is deemed to be the full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof is arrived at after making such discount as may be considered appropriate in such case to reflect the true value thereof.

b) Units or shares of UCI will be valued at their last determined and available

NAV, or, if such price is not representative of the fair market value of such assets, then the price will be determined by the Board of Directors on a fair and equitable basis.

c) The value of money market instruments not listed or dealt in on any Regulated

Market, stock exchanges in an Other State or an Other Regulated Market and with remaining maturity of less than 12 months will be valued by the amortised cost method, which approximates market value.

d) All other securities and other assets will be valued at fair market value as

determined in good faith pursuant to the procedures established by the Management Company.

The value of all assets and liabilities not expressed in the Reference Currency will be converted into the Reference Currency at rates last quoted by any major bank. If such quotations are not available, the rate of exchange will be determined in good faith by or under procedures established by the Board of Directors.

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The Board of Directors, in its discretion, may permit some other method of valuation to be used if it considers that such valuation better reflects the fair value of any asset of the Fund. The NAV per Unit and the issue, redemption and conversion prices per Unit within each Sub-Fund may be obtained during business hours from the Registered Office. 2) Temporary Suspension of the Calculation The Management Company may suspend the determination of the NAV per Unit of any Sub-Fund and the issue and redemption of its Units from its unitholders as well as the conversion from and to Units of each Sub-Fund: a) when the determination of the net asset value per share of the relevant sub-

fund of AXA World Funds is suspended. b) during the existence of any state of affairs which constitutes an emergency in

the opinion of the Management Company as a result of which disposals or valuation of assets owned by the Fund attributable to such Sub-Fund would be impracticable; or

c) during any breakdown in the means of communication normally employed in

determining the price or value of any of the investments of such Sub-Fund or the current price on any market or stock exchange; or

d) when for any other reason the prices of any investments owned by the Fund

attributable to any Sub-Fund cannot promptly or accurately be ascertained; or e) during any period when any transfer of funds involved in the realisation or

acquisition of investments or payments due on redemption of Units cannot in the opinion of the Management Company be effected at normal rates of exchange.

Any such suspension will be published, if appropriate, by the Management Company, and will be notified to unitholders having made an application for subscription, redemption or conversion of Units for which the calculation of the NAV has been suspended. Such suspension as to any Sub-Fund will have no effect on the calculation of the NAV per Unit, the issue, redemption and conversion of Units of any other Sub-Fund. Any request for subscription, redemption or conversion will be irrevocable except in the event of a suspension of the calculation of the NAV per Unit in the relevant Sub-Fund.

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GENERAL INFORMATION Corporate Information The minimum net assets of the Fund, as provided by law, is EUR 1,250,000.-. The Fund is open-ended which means that it may, at any time on the request of the unitholders, redeem its Units at prices based on the applicable NAV per Unit. The Fund publishes annually a detailed audited report on its activities and on the management of its assets; such report will include, inter alia, the combined accounts relating to all the Sub-Funds, a detailed description of the assets of each Sub-Fund and a report from the Auditor. The aforementioned document will be made available to registered unitholders within four months of the date thereof and copies may be obtained free of charge by any person from the Registered Office. The accounting year of the Fund commences on the 1st January of each year and terminates on the 31st December. The combined accounts of the Fund are maintained in EUR. The financial statements relating to the separate Sub-Funds will also be expressed in the Reference Currency for the Sub-Funds. Duration, Liquidation and Amalgamation of the Fund or of any Sub-Fund The Fund and each of the Sub-Funds have been established for an unlimited period of time. However, the Fund or any of the Sub-Funds may be terminated at any time by mutual agreement between the Management Company and the Custodian subject to prior notice. The Management Company may, in particular, decide such dissolution where the value of the net assets of the Fund or of any Sub-Fund has decreased to an amount determined by the Management Company to be the minimum level for the Fund or for such Sub-Fund to be operated in an economically efficient manner, or in case of a significant change of the economic or political situation. The liquidation of the Fund or of a Sub-Fund cannot be requested by a unitholder. The event leading to dissolution of the Fund or of a Sub-Fund must be announced by a notice published in the Memorial. In addition, the event leading to dissolution of the Fund must be announced in at least two newspapers with appropriate distribution, at least one of which must be a Luxembourg newspaper. Such event will also be notified to the unitholders in such other manner as may be deemed appropriate by the Management Company. The Management Company or, as the case may be, the liquidator it has appointed, will realise the assets of the Fund or of the relevant Sub-Fund(s) in the best interest of the unitholders thereof, and upon instructions given by the Management Company, the Custodian will distribute the net proceeds from such liquidation, after deducting all liquidation expenses relating thereto, amongst the unitholders of the relevant Sub-

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Fund(s) in proportion to the number of Units held by them. The Management Company may distribute the assets of the Fund or of the relevant Sub-Fund(s) wholly or partly in kind to any unitholder who agrees in compliance with the conditions set forth by the Management Company (including, without limitation, delivery of independent valuation report) and the principle of equal treatment of unitholders. At the close of liquidation of the Fund, the proceeds thereof corresponding to Units not surrendered will be kept in safe custody with the Luxembourg Caisse des Consignations until the prescription period has elapsed. As far as the liquidation of any Sub-Fund is concerned, the proceeds thereof corresponding to Units not surrendered for repayment at the close of liquidation will be kept in safe custody with the Custodian during a period not exceeding 6 months as from the date of the close of the liquidation; after this delay, these proceeds shall be kept in safe custody at the Caisse des Consignations. Units may be redeemed, provided that unitholders are treated equally. The Management Company may, with the approval of the Custodian, decide to allocate the assets of any Sub-Fund to those of another existing Sub-Fund within the Fund or to another UCI or to another sub-fund within such other UCI (such existing Sub-Fund, other UCI or sub-fund within such other UCI being the "new Fund") (following a split or consolidation, if necessary, and the payment of the amount corresponding to any fractional entitlement to unitholders) where the value of the net assets of any Sub-Fund has decreased to an amount determined by the Management Company to be the minimum level for such Sub-Fund to be operated in an economically efficient manner, or in case of a significant change of the economic or political situation. Such decision will be announced by a notice published in the Memorial and notified to the unitholders in such manner as may be deemed appropriate by the Management Company (and, in addition, the publication will contain information in relation to the new Fund), one month before the date on which the amalgamation becomes effective in order to enable unitholders to request redemption of their Units, free of charge, during such period. After such period, unitholders having not requested the redemption of their Units will be bound by the decision of the Management Company, provided that only the unitholders having expressly consented thereto may be transferred to a foreign UCI.

CHARGES AND EXPENSES The Management Company acting on behalf of the Fund will pay out of the assets of the relevant Sub-Fund all expenses payable by the Sub-Fund which will include but not be limited to formation expenses, fees payable to any permanent representatives in places of registration, as well as any other agent employed by the Fund, the remuneration of the directors of the Management Company, their insurance coverage, and reasonable travelling costs and out of pocket expenses in connection with board meetings, fees and expenses for legal and auditing services, any fees and expenses involved in registering and maintaining the registration of the Fund with any governmental agencies in the Grand Duchy of Luxembourg and in any other country,

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reporting and publishing expenses, including the costs of preparing, printing, advertising and distributing prospectuses, management regulations, explanatory memoranda, periodical reports or registration statements, and the costs of any reports to unitholders, all taxes, duties, governmental and similar charges, and all other operating expenses, including the cost of buying and selling assets, interest, bank charges and brokerage, postage, telephone and telex. The Fund may accrue administrative and other expenses of a regular or recurring nature based on an estimated amount rateably for yearly or other periods. The costs and expenses incurred in connection with the formation of the Fund and the initial issue of Units by the Fund, including those incurred in the preparation and publication of the Prospectus and Management Regulations, all legal and printing costs, certain launch expenses (including advertising costs) and preliminary expenses will be written off over a period not exceeding five years from the formation of the Fund and in such amounts in each year and in each Sub-Fund as determined by the Board of Directors on an equitable basis. Charges relating to the creation of a new Sub-Fund will be written off over a period not exceeding five years against the assets of that Sub-Fund and in such amounts in each year as determined by the Management Company on an equitable basis. The newly created Sub-Fund will not bear a prorata share of the costs and expenses incurred in connection with the formation of the Fund and the initial issue of Units, which have not already been written off at the time of the creation of the new Sub-Fund. However, the Board of Directors may decide, where it considers it to be more equitable to the Sub-Fund concerned, that the new Sub-Fund shall bear a prorata portion of the costs and expenses incurred in connection with the formation of the Fund and the initial issuance of Units, which have not already been written off at the time of the creation of the new Sub-Fund whereas the other existing Sub-Fund(s) will also bear a prorata of the charges relating to the creation of such new Sub-Fund. Fees of the Custodian, Paying Agent and Administrator The Custodian, Paying Agent and Administrator are entitled to receive fees calculated in accordance with customary banking practice in Luxembourg as a percentage per annum of the average daily NAV thereof during the relevant month or a flat fee and payable monthly in arrears. In addition, the Custodian, Paying Agent and Administrator are entitled to be reimbursed by the Fund for their reasonable out-of-pocket expenses and disbursements and for the charges of any correspondents. Fees of the Registrar and Transfer Agent The Registrar and Transfer Agent is entitled to receive customary fees and charges at rates in accordance with normal practice in Luxembourg. In addition, the Registrar and Transfer Agent is entitled to be reimbursed by the Fund for its reasonable out-of-pocket expenses.

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Fees of the Management Company The Management Company will receive an indirect management fee from the Fund through its investment in AXA World Funds. The Fund will not support any direct management fees. The management fee of AXA World Funds is detailed in the Enclosure I for each relevant Sub-Fund. These fees are calculated and accrued on each Valuation Day and are payable monthly in arrears on the basis of the average daily NAV of the relevant Sub-Fund.

TAXATION The following summary is based on the law and practice currently applicable in the Grand Duchy of Luxembourg and is subject to changes therein. A. Taxation of the Fund in Luxembourg The Fund is not liable to any Luxembourg tax on profits or income, nor are distributions paid by the Fund liable to any Luxembourg withholding tax. In principle, the Fund is liable in Luxembourg to a tax of 0.01% per annum of its NAV, such tax being payable quarterly on the basis of the value of the aggregate NAV of the Sub-Funds at the end of the relevant calendar quarter. To the extent the Fund is invested in AXA World Funds, which in turn is subject to the subscription tax provided for by the Law of December 20, 2002, no subscription tax is due from the Fund on the portion of assets invested therein. No stamp duty or other tax is payable in Luxembourg on the issue of Units. No Luxembourg tax is payable on the realised capital appreciation of the assets of the Fund. General Dividends and interest received by the Fund on its investments may be subject to non-recoverable withholding or other taxes in the countries of origin. B. Luxembourg taxation of unitholders Under current legislation, unitholders are not subject to any capital gains, income or withholding tax in Luxembourg (except for (i) those domiciled, resident or having a permanent establishment in Luxembourg or (ii) non-residents of Luxembourg who hold more than 10% of the Units of the Fund and who dispose of all or part of their holdings within 6 months from the date of acquisition or (iii) in some limited cases, some former residents of Luxembourg who hold more than 10% of the Units of the Fund).

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General It is expected that unitholders in the Fund will be resident for tax purposes in many different countries. Consequently, no attempt is made in the Prospectus to summarise the taxation consequences for each investor of subscribing, converting, holding or redeeming or otherwise acquiring or disposing of Units in the Fund. These consequences will vary in accordance with the law and practice currently in force in a unitholder's country of citizenship, residence, domicile or incorporation and with his personal circumstances. Investors should inform themselves of, and when appropriate consult their professional advisors on, the possible tax consequences of subscribing for, buying, holding, converting, redeeming or otherwise disposing of Units under the laws of their country of citizenship, residence, domicile or incorporation.

DOCUMENTS AVAILABLE Copies of the following documents may be obtained during usual business hours on any Business Day from the Registered Office: i. the Consolidated Articles; ii. the Management Regulations; iii. the Custodian Agreement; iv. the Administration Agency, Domiciliary, Paying Agency, Registrar and

Transfer Agency, Listing Agency Agreement; v. the latest reports and accounts referred to under the heading "General

Information"; vi. the Luxembourg law of December 20, 2002 on undertakings for collective

investment as amended, and the SIF Law. Any financial information concerning the Fund or the Management Company, including the periodic calculation of the NAV per Unit within each Sub-Fund, the issue, redemption and conversion prices will be made available at the registered offices of the Management Company, the Custodian and the Registrar and Transfer Agent. Any other substantial information concerning the Fund or any Sub-Fund may be published in the d'Wort and notified to unitholders in such manner as may be specified from time to time by the Management Company.

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ENCLOSURE I: INVESTMENT OBJECTIVES AND POLICIES OF THE SUB-FUNDS

The investment objectives and policies of each of the Sub-Funds are in accordance with the restrictions of the corresponding sub-fund of AXA World Funds and, therefore, are as described hereinafter: By nature, equities sub-funds tend to be volatile but, over the long term, generally achieve greater returns than other types of investment. Over the long term bonds sub-funds generally offer a lower level of return than equities sub-funds, but they are likely to add a greater degree of capital stability to an investment strategy. The liquidity sub-fund normally achieves a lower rate of return over the long term than the equities and bonds sub-funds of AXA World Funds. All the sub-funds of AXA World Funds may hold liquid assets on an ancillary basis. Framlington Euro Relative Value Sub-Fund The objective of this Sub-Fund is to invest its assets in the AXA World Funds – Framlington Euro Relative Value sub-fund, the objective of which is to achieve long-term capital growth by investing in all cap companies, principally in large and medium sized companies based in the Euro zone and not more than 10% of the assets of the sub-fund in companies not based in the Euro zone. The AXA World Funds – Framlington Euro Relative Value sub-fund will invest at all time at least 66% of the total assets of the sub-fund in equities denominated in Euro. The AXA World Funds – Framlington Euro Relative Value sub-fund may invest not more than one third of its assets in money market instruments and not more than one third of its assets in convertible and straight bonds. The AXA World Funds – Framlington Euro Relative Value sub-fund may use derivative instruments within the limits set forth by Luxembourg laws. There is no formal restriction on the proportion of the assets of the AXA World Funds – Framlington Euro Relative Value sub-fund that can be invested in and/or exposed to any one particular market. The AXA World Funds – Framlington Euros Relative Value sub-fund may not invest more than 10% of its net assets in UCITS and/or other UCI. The Reference Currency of the Sub-Fund is the EUR. The indirect management fee charged to the Sub-Fund is maximum 1.50% of the NAV of the Sub-Fund.

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Special Risk Consideration

Liquidity risks linked to investments in small and micro capitalisation universe: Investing in the small and micro capitalisation universe implies specific liquidity risk.

FramlingtonTalents Sub-Fund The objective of this Sub-Fund is to invest its assets in the AXA World Funds – Framlington Talents sub-fund, the objective of which is to achieve long-term capital growth through an exposure to all cap international equities. The AXA World Funds – Framlington Talents sub-fund will be selecting stocks using an entrepreneur investment philosophy. The portfolio manager of the AXA World Funds – Framlington Talents sub-fund developed this investment philosophy as he believes financial markets are not efficient and too many companies are badly managed or depend on economic cycles. Therefore, the portfolio manager prefers to trust men who have a strong track record in developing business and creating value. The AXA World Funds – Framlington Talents sub-fund is also focusing on men who hold a significant stake in their company. Those managers are willing to win in the long-term and ready to assume heavy short-term investments to generate long-term growth for AXA World Funds as the value of their personal wealth depend on long-term value creation. They also have a strong capacity for action and fast reactivity (they are less dependent on analysts, minority shareholders and bankers). For hedging and efficient portfolio management purposes, the AXA World Funds – Framlington Talents sub-fund may also expose itself to equities, equity related securities, bonds, any fixed income instruments, indexes and currencies, through the use of derivative instruments within the limits set forth in Luxembourg laws. Under no circumstances shall these operations cause the Sub-Fund to diverge from its investment objective. The Reference Currency of the Sub-Fund is EUR. The AXA World Funds – Framlington Talents sub-fund may not invest more than 10% of its net assets in UCITS and/or other UCI. The indirect management fee charged to the Sub-Fund is maximum 1.50% of the NAV of the Sub-Fund. In addition, as the consequence of the investment in AXA World Funds – Framlington Talents sub-fund, the Sub-Fund will pay performance fees of this sub-fund. The performance fees of AXA World Funds – Framlington Talents sub-fund will be equivalent to 20% of the outperformance of the sub-fund in relation to the performance of the MSCI World index. Details of the way in which these performance fees are calculated are given in AXA World Funds prospectus.

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Special Risk Consideration Risk linked to investments in emerging markets: Legal infrastructure, in certain countries in which investments may be made, may not provide with the same degree of investors’ protection or information to investors, as would generally apply to major securities markets (governments’ influence, social, political and economic instability, different accounting, auditing and financial report practises). Emerging markets securities may also be less liquid and more volatile than similar securities available in major markets, and there are higher risks associated to transactions settlement, involving timing and pricing issues.

Risks of global investments: Investments in securities issued or listed in different countries may imply the application of different standards and regulations (accounting, auditing and financial reporting standards, clearance and settlement procedures, taxes on dividends…). Investments may be affected by movements of foreign exchange rates, changes in laws or restrictions applicable to such investments, changes in exchange control regulations or price volatility.

Derivatives risk and leverage: The AXA World Funds – Framlington Talents sub-fund may use both listed and OTC derivatives for investment or hedging purposes, but also repurchase or securities lending agreement. These instruments are volatile and may be subject to various types of risks, including but not limited to market risk, liquidity risk, credit risk, counterparty risk, legal risk and operations risks. In addition, the use of derivatives can involve significant economic leverage and may, in some cases, involve significant risks of loss. Furthermore, Investments in OTC derivatives may have limited secondary markets liquidity and it may be difficult to assess the value of such a position and its exposure to risk. For these reasons, there can be no guarantee that strategies using derivatives instruments will meet their expected target.

Liquidity risks linked to investments in small and micro capitalisation universe: Investing in the small and micro capitalisation universe implies specific liquidity risk.

Euro Bonds Sub-Fund The objective of this Sub-Fund is to invest all its assets in the AXA World Funds – Euro Bonds sub–fund, the objective of which is to achieve a mix of income and capital growth by investing in a diversified portfolio consisting of Euro zone government bonds and of any other high quality bonds including Investment Grade transferable debt securities issued by corporations or public institutions, denominated in EUR. These securities will primarily be rated investment grade, taking into account that the Sub-Fund may invest only up to 5% in sub-investment grade securities (i.e., rated lower than BBB- by Standard&Poor’s or lower than Baa3 by Moody’s or, if unrated, then deemed to be so by the investment manager). The AXA World Funds – Euro Bonds sub-fund may also expose itself to such assets, for efficient portfolio management purposes, through the use of derivative instruments within the limits set forth by Luxembourg laws.

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There is no formal restriction on the proportion of the assets of the AXA World Funds – Euro Bonds sub-fund that can be invested in and/or exposed to any one particular market. The AXA World Funds – Euro Bonds sub-fund may not invest more than 5% of its net assets in UCITS and/or UCI. In order to achieve its management objectives, the AXA World Funds – Euro Bonds sub-fund may engage in the credit derivatives market by entering, i.a., into credit default swaps in order to sell or buy protection. The Reference Currency of this Sub-Fund is the EUR. The indirect management fee charged to the Sub-Fund is maximum 0.75% of the NAV of the Sub-Fund. Special Risk Consideration Derivatives risk and leverage: The AXA World Funds – Euro Bonds sub-fund may use both listed and OTC derivatives for investment or hedging purposes, but also repurchase or securities lending agreement. These instruments are volatile and may be subject to various types of risks, including but not limited to market risk, liquidity risk, credit risk, counterparty risk, legal risk and operations risks. In addition, the use of derivatives can involve significant economic leverage and may, in some cases, involve significant risks of loss. Furthermore, Investments in OTC derivatives may have limited secondary markets liquidity and it may be difficult to assess the value of such a position and its exposure to risk. For these reasons, there can be no guarantee that strategies using derivatives instruments will meet their expected target. Force 3 Sub-Fund The objective of this Sub-Fund is to invest all its assets in the AXA World Funds – Force 3 sub-fund, the objective of which is to achieve medium term capital and income growth while containing volatility of returns by investing in a broad set of world market bonds, money market instruments and equities issued in the OECD or non-OECD countries. The emphasis of this sub-fund is put on bonds issued principally within the Euro Zone. At least 10% of the net assets of the AXA World Funds – Force 3 sub-fund will be invested in units or shares of UCITS and/or UCI which comply with the requirements set forth by the Luxembourg laws. In any case, the investment of the sub-fund in other UCIs may not exceed the limits set forth by Luxembourg laws. The AXA World Funds – Force 3 sub-fund may invest up to 10% of its net assets in units or shares of regulated open-ended hedge funds which are submitted to an equivalent supervision.

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The AXA World Funds – Force 3 sub-fund may also expose itself to such assets, for efficient portfolio management purposes or investment purposes, through the use of derivative instruments within the limits set forth by Luxembourg laws. There is no formal restriction on the proportion of the assets of the AXA World Funds – Force 3 sub-fund that can be invested in and/or exposed to any one particular market. In order to achieve its management objectives, the AXA World Funds – Force 3 sub-fund may engage in the credit derivatives market by entering, i.a., into credit default swaps in order to sell or buy protection. The Reference Currency of this Sub-Fund is the EUR. The indirect management fee charged to the Sub-Fund is maximum 1.00% of the NAV of the Sub-Fund. Special Risk Consideration

Risk linked to investments in emerging markets: Legal infrastructure, in certain countries in which investments may be made, may not provide with the same degree of investors' protection or information to investors, as would generally apply to major securities markets (governments’ influence, social, political and economic instability, different accounting, auditing and financial report practises). Emerging markets securities may also be less liquid and more volatile than similar securities available in major markets, and there are higher risks associated to transactions settlement, involving timing and pricing issues.

Risk linked to investments in hedge funds: A limited part of the assets of the concerned sub-fund (maximum 10%) is exposed to funds pursuing alternative strategies. Investments in alternative funds imply certain specific risks linked, for example, to the valuation of the assets of such funds and to their poor liquidity.

Derivatives risk and leverage: The AXA World Funds – Force 3 sub-fund may use both listed and OTC derivatives for investment or hedging purposes, but also repurchase or securities lending agreement. These instruments are volatile and may be subject to various types of risks, including but not limited to market risk, liquidity risk, credit risk, counterparty risk, legal risk and operations risks. In addition, the use of derivatives can involve significant economic leverage and may, in some cases, involve significant risks of loss. Furthermore, Investments in OTC derivatives may have limited secondary markets liquidity and it may be difficult to assess the value of such a position and its exposure to risk. For these reasons, there can be no guarantee that strategies using derivatives instruments will meet their expected target. Force 8 Sub-Fund The objective of this Sub-Fund is to invest all its assets in the AXA World Funds –Force 8 sub-fund, the objective of which is to achieve medium term capital and income growth while accepting significant volatility of returns by investing in a broad set of world market bonds, money market instruments and equities issued in the

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OECD or non-OECD countries. The emphasis of this sub-fund is put on equities issued principally within the Euro zone. At least 10% of the net assets of the AXA World Funds – Force 8 sub-fund will be invested in units or shares of UCITS and/or UCI which comply with the requirements set forth by the Luxembourg laws. In any case, the investment of the sub-fund in other UCIs may not exceed the limits set forth by Luxembourg laws the limits set forth by Luxembourg laws. The AXA World Funds – Force 8 sub-fund may invest up to 10% of its net assets in units or shares of regulated open-ended hedge funds which are submitted to an equivalent supervision. The AXA World Funds – Force 8 sub-fund may also expose itself to such assets, for efficient portfolio management purposes or investment purposes, through the use of derivative instruments within the limits set forth by Luxembourg laws. There is no formal restriction on the proportion of the assets of the AXA World Funds – Force 8 sub-fund that can be invested in and/or exposed to any one particular market. In order to achieve its management objectives, the AXA World Funds – Force 8 sub-fund may engage in the credit derivatives market by entering, i.a., into credit default swaps in order to sell or buy protection. The Reference Currency of this Sub-Fund is the EUR. The indirect management fee charged to the Sub-Fund is maximum 1.50% of the NAV of the Sub-Fund. Special Risk Consideration

Risk linked to investments in emerging markets: Legal infrastructure, in certain countries in which investments may be made, may not provide with the same degree of investors' protection or information to investors, as would generally apply to major securities markets (governments’ influence, social, political and economic instability, different accounting, auditing and financial report practises). Emerging markets securities may also be less liquid and more volatile than similar securities available in major markets, and there are higher risks associated to transactions settlement, involving timing and pricing issues.

Risk linked to investments in hedge funds: A limited part of the assets of the concerned ub-fund (maximum 10%) is exposed to funds pursuing alternative strategies. Investments in alternative funds imply certain specific risks linked, for example, to the valuation of the assets of such funds and to their poor liquidity.

Derivatives risk and leverage: The AXA World Funds – Force 8 sub-fund may use both listed and OTC derivatives for investment or hedging purposes, but also repurchase or securities lending agreement. These instruments are volatile and may be subject to various types of risks, including but not limited to market risk, liquidity risk, credit risk, counterparty risk, legal risk and operations risks. In addition, the use

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of derivatives can involve significant economic leverage and may, in some cases, involve significant risks of loss. Furthermore, Investments in OTC derivatives may have limited secondary markets liquidity and it may be difficult to assess the value of such a position and its exposure to risk. For these reasons, there can be no guarantee that strategies using derivatives instruments will meet their expected target. Framlington Optimal Income Sub-Fund The objective of this Sub-Fund is to invest all its assets in the AXA World Funds –Framlington Optimal Income sub-fund, the aim of which is to achieve a long term capital growth combined with a stable income by investing in a set of high dividend equities or fixed income securities issued by any governments and companies which are domiciled or listed in any countries of Europe. Nevertheless, the investment manager could invest up to 10% of its assets in securities issued by any governments and companies based in non-European countries. The AXA World Funds – Framlington Optimal Income sub-fund may not invest more than 10% of its net assets in UCITS and/or UCIs. The AXA World Funds – Framlington Optimal Income sub-fund may invest up to 10% of its net assets in units or shares of regulated open-ended hedge funds which are submitted to an equivalent supervision. The AXA World Funds – Framlington Optimal Income sub-fund may also expose itself to such assets, for efficient portfolio management purposes, through the use of derivative instruments within the limits set forth by Luxembourg laws. In order to achieve its management objectives, the AXA World Funds – Framlington Optimal Income sub-fund may engage in the credit derivatives market by entering, i.a., into credit default swaps in order to sell or buy protection. The Reference Currency of the Sub-Fund is the EUR. The indirect management fee charged to the Sub-Fund is maximum 1.20% of the NAV of the Sub-Fund. In addition, as the consequence of the investment in AXA World Funds – Framlington Optimal Income sub-fund, the Sub-Fund will pay performance fees of this sub-fund. The performance fees of AXA World Funds – Framlington Optimal Income sub-fund will be equivalent to 20% of the outperformance of the sub-fund in relation to the performance of the EONIA CAP + 200 basis points gross, as further described in the AXA World Funds prospectus. Details of the way in which these performance fees are calculated are given in the AXA World Funds prospectus.

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Special Risk Consideration Risks of global investments: Investments in securities issued or listed in different countries may imply the application of different standards and regulations (accounting, auditing and financial reporting standards, clearance and settlement procedures, taxes on dividends…). Investments may be affected by movements of foreign exchange rates, changes in laws or restrictions applicable to such investments, changes in exchange control regulations or price volatility.

Risk linked to investments in hedge funds: A limited part of the assets of the concerned sub-fund (maximum 10%) is exposed to funds pursuing alternative strategies. Investments in alternative funds imply certain specific risks linked, for example, to the valuation of the assets of such funds and to their poor liquidity. Derivatives risk and leverage: The AXA World Funds – Framlington Optimal Income sub-fund may use both listed and OTC derivatives for investment or hedging purposes, but also repurchase or securities lending agreement. These instruments are volatile and may be subject to various types of risks, including but not limited to market risk, liquidity risk, credit risk, counterparty risk, legal risk and operations risks. In addition, the use of derivatives can involve significant economic leverage and may, in some cases, involve significant risks of loss. Furthermore, Investments in OTC derivatives may have limited secondary markets liquidity and it may be difficult to assess the value of such a position and its exposure to risk. For these reasons, there can be no guarantee that strategies using derivatives instruments will meet their expected target. Money Market Euro Sub-Fund The objective of this Sub-Fund is to invest all its assets in the AXA World Funds –Money Market Euro sub-fund, the objective of which is to provide low income but stable value by investing exclusively in high-quality negotiable short-term debt securities denominated in EUR. The securities in which the AXA World Funds – Money Market Euro sub-fund invests shall have an initial or residual maturity of less than 12 months, taking into account the financial instruments connected therewith or, provided that pursuant to the terms and conditions of issue governing such securities, the interest rate applicable thereto is adjusted at least annually on the basis of market conditions. The AXA World Funds – Money Market Euro sub-fund may not invest more than 10% of its net assets in UCITS and/or other UCI. The AXA World Funds – Money Market Euro sub-fund may also expose itself to such assets, for efficient portfolio management purposes, through the use of derivative instruments within the limits set forth by Luxembourg laws. In order to achieve its management objectives, the AXA World Funds – Money Market Euro sub-fund may engage in the credit derivatives market by entering, i.a., into credit default swaps in order to sell or buy protection. The Reference Currency of the Sub-Fund is the EUR.

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The indirect management fee charged to the Sub-Fund is maximum 0.40% of the NAV of the Sub-Fund. Special Risk Consideration:

Derivatives Risk and Leverage: The AXA World Funds – Money Market Euro sub-fund may use both listed and OTC derivatives for investment or hedging purposes, but also repurchase or securities lending agreement. These instruments are volatile and may be subject to various types of risks, including but not limited to market risk, liquidity risk, credit risk, counterparty risk, legal risk and operations risks. In addition, the use of derivatives can involve significant economic leverage and may, in some cases, involve significant risks of loss. Furthermore, Investments in OTC derivatives may have limited secondary markets liquidity and it may be difficult to assess the value of such a position and its exposure to risk. For these reasons, there can be no guarantee that strategies using derivatives instruments will meet their expected target. Risk of Net Asset Value fall: Under certain market conditions, the NAV increase may be very low or even negative. Framlington Europe Small Cap Sub-Fund The objective of this Sub-Fund is to invest all its assets in the AXA World Funds - Framlington Europe Small Cap sub-fund, the objective of which is to achieve long-term capital growth from an actively managed portfolio of listed equity, equity-related securities and derivative instruments by investing in small and medium sized companies domiciled in European geographical area. The AXA World Funds – Framlington Europe Small Cap sub-fund may also invest not more than one third of its total assets in money market instruments and not more than one third of its assets in convertible and straight bonds. The AXA World Funds – Framlington Europe Small Cap sub-fund will invest at all time at least two thirds of its total assets in small cap equities and on an ancillary basis in medium sized companies domiciled or which exercise the preponderant part of their economic activities in European geographical area. The portfolio will be diversified in term of sectorial exposure. As of 12 November 2009, small cap entities will be defined as the entities having a capitalization up to 5 billion Euros. There is almost no formal restriction on the proportion of the AXA World Funds – Framlington Europe Small Cap sub-fund’s assets that can be invested in and/or exposed to any one particular market. The AXA World Funds – Framlington Europe Small Cap sub-fund may not invest more than 10% of its net assets in UCITS and/or other UCI. For efficient portfolio management purposes, the AXA World Funds – Framlington Europe Small Cap sub-fund may use derivative instruments within the limits set forth by Luxembourg laws.

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The Reference Currency of the Sub-Fund is EUR. The indirect management fee charged to the Sub-Fund is maximum 1.75 % of the NAV of the Sub-Fund. Special Risk Consideration: Liquidity risks linked to investments in small and micro capitalisation universe: Investing in the small and micro capitalisation universe implies specific liquidity risk. 44 120 / 4.223.176v4