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Aviva Investors Liquidity Funds plc
(An umbrella type open-ended investment company with variable capital and with segregated liability between sub-funds)
A company incorporated with limited liability as an investment company with variable capital under the laws of Ireland with registered number 356697
PROSPECTUS
This Prospectus is dated 23 September 2026
The Directors of Aviva Investors Liquidity Funds plc whose names appear in Part 2 accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
A&L Goodbody LLP, 25 North Wall Quay, Dublin 1 D01 H104 Ireland
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Aviva Investors Liquidity Funds plc
(the “Fund”)
__________________________________________
The value of and income from Shares in the Fund may go up or down and you may not get back the amount you have invested in the Fund. Please see the risk factors described under the heading “Risk Factors” below.
The difference at any one time between the sale and redemption price of Shares means that the investment should be viewed as medium to long term.
If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.
Retail investors must subscribe for or redeem Shares through an independent financial adviser or other intermediary, including a platform (or its nominee or custodian) or a discretionary fund manager. However, this should not result in such investors paying more fees than otherwise would have been paid for a direct investment.
Certain of the Short Term Money Market Sub-Funds have availed of the derogation provided for under Regulation 17 (7) of the Money Market Fund Regulation and may, in accordance with the principle risk-spreading, up to 100% of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the International Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
Subject to disclosures set out in this Prospectus, each of the LVNAV Liquidity Funds are considered by the Directors to meet the criteria for a “qualifying money market fund”, under article 1(4) of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 ( QMMF ). Investors should make their own independent determination as to whether an MMF meets the QMMF criteria before investing.
The Fund is an umbrella open-ended investment company with segregated liability between sub-funds and with variable capital incorporated on 10 May, 2002 and is authorised in Ireland as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 as amended. Accordingly, the Fund is supervised by the Central Bank of Ireland. This, however, does not constitute a warranty by the Central Bank as to the performance of the Fund and the Central Bank shall not be responsible for the performance or default of the Fund. Authorisation of the Fund is not an endorsement or guarantee of the Fund by the Central Bank nor is the Central Bank responsible for the contents of the Prospectus.
The Fund has segregated liability between its Sub-Funds and accordingly any liability incurred
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on behalf of or attributable to any Sub-Fund shall be discharged solely out of the assets of that Sub-Fund.
The Fund is authorised as a recognised scheme for the purposes of Section 264 of the Financial Services and Markets Act 2000.
Shareholders in the United Kingdom shall have no right (under the United Kingdom Financial Services Authority’s New Conduct of Business sourcebook, Chapter 15) to cancel the investment agreement constituted by the acceptance by or on behalf of the Fund of an application for Shares. In addition, most if not all of the protections provided under the United Kingdom regulatory system will not apply to investment in the Fund. The rights of Shareholders may not be protected by the investors compensation scheme in the United Kingdom.
Distribution of this Prospectus is not authorised in any jurisdiction unless accompanied by a copy of the then latest published annual report and unaudited accounts. Such reports and this Prospectus together form the prospectus for the issue of Shares in the Fund.
This Prospectus may not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised. In particular, the Shares have not been and will not be registered under the Securities Act of 1933 or the securities laws of the United States. The Shares may not be offered or sold directly or indirectly in the United States or to or for the account or benefit of any U.S. Person or in a transaction not subject to the regulatory requirements of, the Securities Act of 1933 and any applicable state securities laws. Any re-offer or resale of Shares in the United States or to U.S. Persons may constitute a violation of U.S. law. The Fund has not been and will not be registered under the Investment Company Act of 1940 and investors will not be entitled to the benefit of registration.
The Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful. The Shares are subject to restrictions on transferability and resale and may not be transferred or resold in the United States except as permitted under the Securities Act of 1933 and applicable state securities laws, pursuant to registration or exemption therefrom. In order to ensure compliance with the restrictions referred to above, the Fund is, accordingly, not open for investment by any U.S. Persons or ERISA Plans (pursuant to the Employee Retirement Income Security Act of 1974, as amended) except in exceptional circumstances and then only with the prior consent of the Fund. A prospective investor may be required at the time of acquiring Shares to represent that such investor is a qualified investor and not a U.S. Person or acquiring Shares for the account or benefit, directly or indirectly, of a U.S. Person or with the assets of an ERISA Plan. The granting of prior consent by the Fund to an investment does not confer on the investor a right to acquire Shares in respect of any future or subsequent application.
The Articles of Association of the Fund give powers to the Directors to impose restrictions on the holding of Shares by (and consequently to redeem Shares held by), or the transfer of Shares to, any U.S. Persons (unless permitted under certain exceptions under the laws of the United States) or by any person who appears to be in breach of any law or requirement of any country
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or government authority or by virtue of which such person is not qualified to hold such Shares or by any person or persons in circumstances (whether directly or indirectly affecting such person or persons, and whether taken alone or in conjunction with any other person or persons, connected or not, or any other circumstances appearing to the Directors to be relevant) which, in the opinion of the Directors, might result in the Fund incurring any liability to taxation or suffering any other pecuniary legal or administrative disadvantages or being in breach of any law or regulation which the Fund might not otherwise have incurred, suffered or breached. Where Taxable Irish Persons acquire and hold Shares, the Fund shall, where necessary for the collection of Irish tax, redeem and cancel Shares held by a person who is or is deemed to be or is acting on behalf of a Taxable Irish Person on the occurrence of a chargeable event for Irish taxation purposes and pay the proceeds thereof to the Irish Revenue Commissioners.
This Prospectus may be translated into other languages. Any such translation shall only contain the same information and have the same meanings as this English language document. To the extent that there is any inconsistency between this English language document and the document in another language, this English language document shall prevail except to the extent (but only to the extent) required by the laws of any jurisdiction where the Shares are sold so that in an action based upon disclosure in a document of a language other than English, the language of the document on which such action is based shall prevail.
Potential subscribers and purchasers of Shares should inform themselves as to (a) the possible tax consequences, (b) the legal requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which they might encounter under the laws of the countries of their incorporation, citizenship, residence or domicile and which might be relevant to the subscription, purchase, holding or disposal of Shares.
Any information given, or representations made, by any dealer, salesman or other person which are not contained in this Prospectus or in any reports and accounts of the Fund forming part hereof must be regarded as unauthorised and accordingly must not be relied upon. Neither the delivery of this Prospectus nor the offer, issue or sale of Shares shall under any circumstances constitute a representation that the information contained in this Prospectus is correct as of any time subsequent to the date of this Prospectus. This Prospectus may from time to time be updated and intending subscribers should enquire of the Manager, the Investment Manager or the Administrator as to the issue of any later Prospectus or as to the issue of any reports and accounts of the Fund.
All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of the provisions of the Memorandum and Articles of Association of the Fund, copies of which are available as mentioned herein.
This Prospectus shall be governed by and construed in accordance with Irish Law.
Defined terms used in this Prospectus shall have the meanings attributed to them in the Definitions section below.
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___________________________________________________________________________
TABLE OF CONTENTS
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DIRECTORY ........................................................................................................................................................ 9
INTRODUCTION .............................................................................................................................................. 11
PART 1 ................................................................................................................................................................ 12
AVIVA INVESTORS STERLING LIQUIDITY FUND ................................................................................. 12
Investment Objective and Policies ................................................................................................................... 12 Investment Restrictions.................................................................................................................................... 13
Borrowing Limits............................................................................................................................................. 13
Efficient Portfolio Management ...................................................................................................................... 13
Sustainability Disclosures ................................................................................................................................ 14 Rating Award ................................................................................................................................................... 15
Liquidity Management Procedures .................................................................................................................. 15
Profile of Typical Investor ............................................................................................................................... 15
Risk Factors ..................................................................................................................................................... 16
Dividend Policy ............................................................................................................................................... 16 Key Information For Purchasing and Redeeming ............................................................................................ 17
Fees and Expenses ........................................................................................................................................... 20
AVIVA INVESTORS STERLING LIQUIDITY PLUS FUND ...................................................................... 22
Investment Objective and Policies ................................................................................................................... 22
Investment Restrictions.................................................................................................................................... 22 Borrowing Limits............................................................................................................................................. 23
Efficient Portfolio Management ...................................................................................................................... 23
Risk Management Process ............................................................................................................................... 23
Sustainability Disclosures ................................................................................................................................ 24
Rating Award ................................................................................................................................................... 24 Profile of Typical Investor ............................................................................................................................... 25
Risk Factors ..................................................................................................................................................... 25
Dividend Policy ............................................................................................................................................... 25
Key Information for Purchasing and Redeeming ............................................................................................ 26 Fees and Expenses ........................................................................................................................................... 28
AVIVA INVESTORS EURO LIQUIDITY FUND .......................................................................................... 31
Investment Objective and Policies ................................................................................................................... 31
Investment Restrictions.................................................................................................................................... 32
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Borrowing Limits............................................................................................................................................. 32
Efficient Portfolio Management ...................................................................................................................... 32
Sustainability Disclosures ................................................................................................................................ 32 Rating Award ................................................................................................................................................... 33
Profile of Typical Investor ............................................................................................................................... 33
Risk Factors ..................................................................................................................................................... 33
Dividend Policy ............................................................................................................................................... 34
Key Information For Purchasing and Redeeming ............................................................................................ 34 Fees and Expenses ........................................................................................................................................... 37
AVIVA INVESTORS STERLING GOVERNMENT LIQUIDITY FUND ................................................... 40
Investment Objective and Policies ................................................................................................................... 40
Investment Restrictions.................................................................................................................................... 41
Borrowing Limits............................................................................................................................................. 41 Efficient Portfolio Management ...................................................................................................................... 41
Sustainability Disclosure ................................................................................................................................. 42
Rating Award ................................................................................................................................................... 42
Profile of Typical Investor ............................................................................................................................... 43 Liquidity Management Procedures .................................................................................................................. 43
Risk Factors ..................................................................................................................................................... 43
Dividend Policy ............................................................................................................................................... 43
Key Information For Purchasing and Redeeming ............................................................................................ 44
Fees and Expenses ........................................................................................................................................... 46
AVIVA INVESTORS US DOLLAR LIQUIDITY FUND .............................................................................. 49
Investment Objective and Policies ................................................................................................................... 49
Investment Restrictions.................................................................................................................................... 50
Borrowing Limits............................................................................................................................................. 50
Efficient Portfolio Management ...................................................................................................................... 50 Sustainability Disclosures ................................................................................................................................ 51
Rating Award ................................................................................................................................................... 52
Liquidity Management Procedures .................................................................................................................. 52
Profile of Typical Investor ............................................................................................................................... 52
Risk Factors ..................................................................................................................................................... 52 Dividend Policy ............................................................................................................................................... 52
Key Information For Purchasing and Redeeming ............................................................................................ 53
Fees and Expenses ........................................................................................................................................... 56
AVIVA INVESTORS STERLING STANDARD LIQUIDITY FUND (IN TERMINATION – NOT AVAILABLE FOR SUBSCRIPTION) ............................................................................................................. 59
PART 2 ................................................................................................................................................................ 60
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MANAGEMENT OF THE FUND .................................................................................................................... 60
Directors of the Fund ....................................................................................................................................... 60
The Manager .................................................................................................................................................... 62 Investment Manager and Distributor ............................................................................................................... 66
Depositary ........................................................................................................................................................ 67
Administrator ................................................................................................................................................... 69
Investment Objective and Policies ................................................................................................................... 69
Efficient Portfolio Management ...................................................................................................................... 70 Operational Costs/Fees .................................................................................................................................... 71
Collateral Policy – Non Money Market Funds ................................................................................................ 73
Borrowing and Lending Powers ...................................................................................................................... 76
Dividend Policy ............................................................................................................................................... 77 Liquidity Management Procedures – LVNAV Sub-Funds .............................................................................. 77
TOKEN CLASSES ............................................................................................................................................. 82
RISK FACTORS ................................................................................................................................................ 86
SHARE DEALINGS ........................................................................................................................................... 94
Purchases of Shares ......................................................................................................................................... 94
Issue Price ........................................................................................................................................................ 95
Payment for Shares .......................................................................................................................................... 95 In Specie Issues................................................................................................................................................ 95
Anti-Money Laundering Provisions ................................................................................................................ 96
FATCA ............................................................................................................................................................ 96
Limitations on Purchases ................................................................................................................................. 97
REDEMPTION OF SHARES ........................................................................................................................... 97
Redemptions of Shares .................................................................................................................................... 97
Redemption Price ............................................................................................................................................. 98
Payment of Redemption Proceeds ................................................................................................................... 99
Limitations on Redemptions ............................................................................................................................ 99 Mandatory Redemptions ................................................................................................................................ 100
Exchange of Shares ........................................................................................................................................ 100
Limitations on Exchange ............................................................................................................................... 102
Calculation of Net Asset Value/Valuation of Assets ..................................................................................... 102
Suspension of Calculation of Net Asset Value .............................................................................................. 106 Form of Shares and Transfer of Shares .......................................................................................................... 107
Notification of Prices ..................................................................................................................................... 108
CHARGES AND EXPENSES ......................................................................................................................... 109
Portfolio Transactions and Conflicts of Interest ............................................................................................ 110
Soft Commissions .......................................................................................................................................... 111
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TAXATION ....................................................................................................................................................... 114
General........................................................................................................................................................... 114
Irish Taxation ................................................................................................................................................. 114 Other Jurisdictions ......................................................................................................................................... 118
Information for UK Shareholders .................................................................................................................. 119
GENERAL INFORMATION .......................................................................................................................... 123
Reports and Accounts .................................................................................................................................... 123
Incorporation and Share Capital .................................................................................................................... 123 Memorandum and Articles of Association .................................................................................................... 124
Data Protection Notice ................................................................................................................................... 129
Litigation and Arbitration .............................................................................................................................. 130
Directors’ Interests ......................................................................................................................................... 130
Material Contracts ......................................................................................................................................... 131 Miscellaneous ................................................................................................................................................ 133
Documents for Inspection .............................................................................................................................. 133
Facilities in the United Kingdom ................................................................................................................... 134
AVIVA INVESTORS’ RESPONSIBLE INVESTMENT PHILOSOPHY .................................................. 135
APPENDIX I ..................................................................................................................................................... 143
APPENDIX II ................................................................................................................................................... 155
APPENDIX III .................................................................................................................................................. 157
APPENDIX IV .................................................................................................................................................. 171
APPENDIX V .................................................................................................................................................... 175
APPENDIX VI .................................................................................................................................................. 181
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___________________________________________________________________________
DIRECTORY
___________________________________________________________________________
Aviva Investors Liquidity Funds plc. 25 North Wall Quay Dublin 1 D01 H104 Ireland
DIRECTORS
Denise Kinsella Deirdre Gormley Anthony Callcott Martin Bell
MANAGER
Aviva Investors Luxembourg S.A. 2, rue du Fort Bourbon L-1249 Luxembourg
INVESTMENT MANAGER
Aviva Investors Global Services Limited 80 Fenchurch Street London EC3M 4AE United Kingdom
DEPOSITARY
The Bank of New York Mellon SA/NV, Dublin branch Riverside Two Sir John Rogerson’s Quay Dublin 2 D02 KV60 Ireland
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ADMINISTRATOR
BNY Mellon Fund Services (Ireland) Designated Activity Company One Dockland Central Guild Street IFSC Dublin 1 Ireland
DISTRIBUTOR
Aviva Investors Global Services Limited 80 Fenchurch Street London EC3M 4AE United Kingdom
AUDITORS Ernst & Young Harcourt Centre Harcourt Street Dublin 2 D02 YA40 Ireland IRISH LEGAL ADVISERS TO THE FUND
A&L Goodbody LLP 25 North Wall Quay Dublin 1 D01 H104 Ireland
SECRETARY
Goodbody Secretarial Limited 25 North Wall Quay Dublin 1 D01 H104 Ireland
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___________________________________________________________________________
INTRODUCTION
___________________________________________________________________________
The Fund is structured as an open-ended umbrella investment company in that Shares representing interests in different Sub-Funds may be issued from time to time by the Directors. Shares of more than one class may be issued in relation to a Sub-Fund. All Shares of each class will rank pari passu save as otherwise provided for in the relevant section of Part 1 for the relevant Sub-Fund. On the introduction of any new Sub-Fund (for which the prior approval of the Central Bank is required) or any new class of Shares (which must be issued in accordance with the requirements of the Central Bank), the Fund will prepare and the Directors will issue a supplement setting out the relevant details of each such Sub-Fund or new class of Shares. A separate portfolio of assets will be maintained for each Sub-Fund (and accordingly not for each class of Shares) and will be invested in accordance with the investment objective and policies applicable to such Sub-Fund.
Particulars relating to the Sub-Funds of the Fund and the classes of Shares available therein are set out herein in Part 1. For certain classes of Shares of some Sub-Funds (the Token Share Classes ) digital tokens ( Digital Tokens ) will be issued alongside the Shares, as described in more detail in the section entitled ‘‘Token Share Classes’’.
Aviva Investors Global Services Limited (the ‘Investment Manager’) serves as investment manager of the Fund and as a distributor of its Shares.
The Fund may decline any application for Shares in whole or in part without assigning any reason therefor.
After the initial issue of Shares at the Initial Issue Price, Shares will be issued and redeemed at the Net Asset Value per Share in accordance with the provisions summarised under ‘Issue and Redemption Prices / Calculation of Net Asset Value / Valuation of Assets’ in Part 2. A currency conversion will take place at the prevailing exchange rates on the issue, redemption and exchange of Shares or on distribution where applicable.
Details of Dealing Days in respect of each Sub-Fund appear in Part 1.
Information in this introduction and Part 1 is selective and should be read in conjunction with Part 2 of the Prospectus.
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__________________________________________________________________________
PART 1
_______________________________________________________________
AVIVA INVESTORS STERLING LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub-Fund is to offer returns in line with money market rates and to preserve the value of the investment.
The Sub- Fund is actively managed and will endeavour to achieve its objective by investing in a diversified portfolio of high grade Sterling denominated short term debt and debt related instruments described below which are traded on the Markets listed in Appendix II of the Prospectus or which are to be traded on such Markets within a year of being issued. The performance of the Sub-Fund will be benchmarked against the SONIA rate. 1
The Sub-Fund is a LVNAV Short Term Money Market Fund and its investments will include fixed or floating rate instruments including but not limited to commercial paper, term deposits, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset-backed securities and bonds. The investments shall be denominated in Sterling but may also be denominated in other currencies and hedged back to Sterling, and may be issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentalities, supranational entities and EU and non-EU corporations and financial institutions who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while not located in those jurisdictions, conduct substantial business in them as determined by the Investment Manager, including (i) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends to manage the Sub-Fund according to its classification as a Short Term Money Market Fund and the restrictions imposed by recognised rating agencies in order to maintain an overall credit rating of Aaa which may include where applicable ensuring that the Sub-Fund's investments have such ratings as may be required from time to time by the relevant rating agency to maintain the credit rating.
The Investment Manager intends to manage the Sub-Fund in accordance with the ESG Considerations as detailed further below. The Sub-Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulation (EU) 2019/2088, the Sustainable Finance Disclosure Regulation (the “SFDR”).
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, the Sub-Fund may invest up to 100% of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or
1 The SONIA rate is the Sterling Overnight Index Average rate which is the average effective overnight interest rate for unsecured transactions in which British banks borrow sterling overnight from other financial institutions and institutional investors. This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
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their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the International Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
The Sub-Fund may invest up to 10% of its Net Asset Value in other Short Term Money Market Funds.
The weighted average maturity of the Sub-Fund's investments will not exceed 60 days and in any event the Sub-Fund’s investments will have a residual maturity until the legal redemption date not exceeding 397 days. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the Sub-Fund’s investments will not exceed 120 days. The Sub-Fund may also hold ancillary liquid assets such as bank deposits.
The Sub-Fund is subject to and managed in accordance with the portfolio rules of Article 24 of the Money Market Fund Regulation.
Investment Restrictions
The investment restrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus.
The Sub-Fund may not invest more than 10% of its Net Asset Value in other Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such instances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits
The Sub-Fund may not borrow cash (this does not include temporary involuntary overdrafts). The Sub-Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions within the limits laid down by the Central Bank from time to time, the Sub-Fund may invest in financial derivative instruments dealt in on a Market listed in Appendix II of the Prospectus and/or over the counter derivatives “OTCs” which will be used solely for the purposes of hedging interest rate or exchange rate risks inherent in other investments of the Sub-Fund The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories. Use of financial derivative instruments is subject to the conditions and limits laid down by the Central Bank and the requirements of the MMFR.
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Before utilising financial derivative instruments, the Fund on behalf of the Sub-Fund shall file with the Central Bank a risk management process report. The Fund will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments.
Under the Regulations, the Sub-Fund may utilise financial derivative instruments subject to the following terms and conditions:-
1. The global exposure of the Sub-Fund relating to financial derivative instruments must not exceed its total net asset value;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money market instruments when combined where relevant with positions resulting from direct instruments must not exceed the investment limits specified under the heading Investment Restrictions above.
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
The Sub-Fund may also utilise repurchase agreements and reverse repurchase agreements, that fulfil the conditions of Article 14 and Article 15 respectively of the Money Market Fund Regulation respectively.
Further information on the use of financial derivatives instruments, reverse repurchase agreements and repurchase agreements is set out in Part 2 of the Prospectus.
Sustainability Disclosures
This Sub-Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
To be eligible for investment, all investments that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to perform ESG analysis on investments used for hedging and efficient portfolio management purposes.
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generate competitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub-Fund.
Further information regarding how the Investment Manager integrates ESG into its investment
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approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philosophy section of the Prospectus and on the Manager's website at https://www.avivainvestors.com/en gb/about/responsible-investment/policies-and-documents/ .
Rating Award
The Fund has obtained an “Aaa-mf” money market rating from Moody’s Investors Service (“Moody’s”) and an AAAm rating from Standard & Poor’s (“S&P”) for the Sub-Fund. When awarding this rating Moody’s and S&P take into account, inter alia, the Sub-Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub- Fund's published objectives. The Directors intend to operate the Sub-Fund in accordance with Moody's and S&P’s requirements to maintain the rating awards. The rating was solicited or financed by the Sub-Fund or its Investment Manager.
Liquidity Management Procedures
The Sub-Fund will be managed in accordance with the Liquidity Management Procedures for LVNAV Short Term Money Market Funds as described in Part 2 of the Prospectus.
Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon UK money market instruments. The Sub-Fund is suited to short-term cash investors who are looking for a highly liquid fund. Through its daily liquidity facility, the Sub-Fund is structured to give investors easy access to their cash whenever required.
The level of an investment will determine the class of Shares an investor may subscribe for. Classes 4, 9, 13 and 14 are only available to Shareholders that have a separate mandate with the Investment Manager or its affiliates.
The T Shares are suitable for investors who are familiar with distributed ledger technology and maintain a Digital Wallet in order to receive and hold Digital Tokens and wish to invest in T Shares in accordance with the tokenisation arrangements described in this Prospectus. Investors should also refer to the “Conditions for issue of T Shares and Digital Tokens” described below in the section “Token Classes” in Part 2 of the Prospectus.
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Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub Fund is not a guaranteed investment. A subscription for Shares of the Sub Fund is not the same as placing funds on deposit with a bank or other deposit-taking body and the principal invested in the Sub-Fund is capable of fluctuation. The Sub-Fund does not rely on external support for guaranteeing the liquidity of the Sub-Fund or stabilising the NAV per share. The risk of loss of the principal shall be borne by the Shareholder. The value of the Sub Fund may be affected by the creditworthiness of issuers of the Sub Fund's investments and, notwithstanding the policy of the Sub Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates.
Prospective investors looking to invest in the T share class should carefully consider the section entitled “Risk Factors Relating to the T Share Classes and Digital Tokens”.
Dividend Policy
Dividend Policy for Class 1-9 Shares, Class W (Distributing) Shares and Class T Shares
The Directors intend to declare all or substantially all of the net income of the Sub-Fund attributable to the Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub-Fund’s net income attributable to those Shares will be declared daily and payable monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub-Fund. The Directors may at their discretion adjust dividends to take account of realised and unrealised profits on the disposal / valuation of investments as may be lawfully distributed less realised/ unrealised losses (including fees and expenses) of the Sub-Fund. No dividends shall be paid out of the capital of the Sub-Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub-Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub-Fund’s assets and will be reflected in the Net Asset Value of the Shares.
Dividends payable to Shareholders of distributing Shares will be re-invested each month by subscription for additional Shares in the Sub-Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following
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the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Dividend Policy for Class 10-14 and Class W (Accumulating) Shares
Dividends will not be paid on Classes 10 – 14 or Class W (Accumulating) as such classes are accumulating share classes. The net income (if any) attributable to the Class 10 – 14 and Class W (Accumulating) Shares shall be retained within the Sub-Fund and the value of the Shares will vary accordingly.
Key Information For Purchasing and Redeeming
Base Currency
Sterling
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal business.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 £1,000,000 £1,000,000 None Class 2 £25,000,000 £25,000,000 None Class 3 £100,000,000 £100,000,000 None Class 4 £10,000,000 £10,000,000 None Class 9 £10,000,000 £10,000,000 None Class 10 £1,000,000 £1,000,000 None Class 11 £25,000,000 £25,000,000 None Class 12 £100,000,000 £100,000,000 None Class 13 £10,000,000 £10,000,000 None Class 14 £10,000,000 £10,000,000 None Class W (Accumulating) £500,000 £500,000 None Class W (Distributing) £500,000 £500,000 None Class T £1,000,000 £1,000,000 None
Share Classes 4, 9, 13 and 14 are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates. Share Class T is only available to those investors who satisfy the conditions for issue of T Shares and Digital Tokens described below in the section “Token Classes” in Part 2 of the Prospectus.
The Directors may for each relevant class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadline
1.30 p.m. (Irish time) on each Dealing Day, except in the case of any Dealing Day occurring
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on 24 December and/or on 31 December in each calendar year, on which Dealing Days the Dealing Deadline shall be 12 p.m. (Irish time).
The Investment Manager reserves the right to advance the time of the Dealing Deadline on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadline will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund.
The Investment Manager reserves the right to alter the Dealing Deadline. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline is in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Interim Dealing Cycles
Subject to the section of the Prospectus entitled “Interim Dealing Cycles – Money Market Funds”, the Aviva Investors Sterling Liquidity Fund intends to run one or more Interim Dealing Cycles on a Dealing Day as the Manager may from time to time determine.
Issue Price for Class 1-9 Shares, Class W (Accumulating) Shares and Class W (Distributing) Shares
Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Issue Price for Class 10-14 Shares
The Issue Price per Share of the relevant Class shall be £1,000.0000 during the Initial Offer Period and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Issue Price for Class T Shares
The Issue Price per Share of the relevant Class shall be £1 during the Initial Offer Period and thereafter the Net Asset Value per Share on the relevant Dealing Day.
Offer Period for Class 1-9 Shares, Class W (Accumulating) Shares and Class W (Distributing) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class 10-14 Shares and Class T Shares
The Initial Offer Period for each of Class 10-14 Shares will run from 9.00 am (Irish Time) on 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 and for the Class T Shares will run from 9.00 am (Irish Time) on 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 or such a shorter or longer period for each Class as the Directors may determine on behalf of the Sub-
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Fund (in accordance with the requirements of the Central Bank) and notify to the Administrator for a class. Where the offer period is shortened or extended, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any dealing day.
Minimum Fund Size
£10,000,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 1-14 Shares and Class T Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the same Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Settlement Date for Class W (Accumulating) and Class W (Distributing) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation
Valuation Point
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1.30 p.m. (Irish time) on the Business Day prior to the relevant Dealing Day. The Valuation Point may change if, on or prior to the Dealing Deadline on a Dealing Day, the Manager or its delegate determines that there has been a Valuation Deviation. In such circumstances, Shareholders and applicants for Shares should note that the Valuation Point for the purposes of requests to issue or redeem Shares received on or before the Dealing Deadline on that Dealing Day shall be 1.30 p.m. (Irish time) on the same Dealing Day. Furthermore, on the Dealing Day immediately following any day on which there has been a Valuation Deviation the Valuation Point shall also be 1.30 p.m. (Irish time) on the same Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub-Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares Class 4 None Class 9 None Class 10 0.20% of the Net Asset Value of the Class 10 Shares Class 11 0.15% of the Net Asset Value of the Class 11 Shares Class 12 0.10% of the Net Asset Value of the Class 12 Shares Class 13 None Class 14 None Class W (Accumulating) 0.10% of the Net Asset Value of the Class W (Accumulating) Shares Class W (Distributing) 0.10% of the Net Asset Value of the Class W (Distributing) Shares Class T Shares 0.20% of the Net Asset Value of the Class T Shares
The fees payable to the Depositary, the Administrator, the Investment Manager, the Distributor, and in respect of the T Share Class, the fees payable to the Digital Custodian and the Tokenisation Platform Provider, shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub-Fund to be borne by each class of Share will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by first the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operation of the Sub-Fund attributable to each class of Share. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has been given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub-Fund on a monthly basis (i.e. which equals
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the aggregate of the net assets of the Sub-Fund on each Dealing Day during a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub-Fund. No performance fees will be payable by the Sub-Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub-Fund including, but not limited to, investment management, administration, registration, the fees payable to the Digital Custodian and the Tokenisation Platform Provider in respect of the T Share Class, transfer agency, custody, sub-custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi-annual reports and other documents to the Shareholders, the costs and expenses of obtaining authorisations or registrations of the Sub-Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub-Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effecting or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub-Fund, any out-of-pocket expenses incurred by any of the service providers on behalf of the Sub-Fund, the establishment and organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expenses shall be paid out of the assets of the Sub-Fund.
Any other fees and expenses payable out of the assets of the Sub-Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub-Fund.
Exchange Charge
None.
Redemption Charge None.
Liquidity Fees
The Sub-Fund may charge liquidity fees (by applying an anti-dilution levy) as further described in the Liquidity Management Procedures section in part 2 of the Prospectus.
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AVIVA INVESTORS STERLING LIQUIDITY PLUS FUND
Investment Objective and Policies
The investment objective of the Sub-Fund is to provide an investment return with a low level of capital volatility whilst maintaining liquidity. The performance of the Sub-Fund will be benchmarked against the SONIA rate. 2
In order to achieve its investment objective, the Sub-Fund is actively managed and will invest in a diversified portfolio of short term debt and debt related instruments which are primarily denominated in Sterling but may also be denominated in other currencies and hedged back to Sterling, and which are traded on the Markets listed in Appendix II of the Prospectus or which are traded on such Markets within a year of being issued. No less than 80% of the Sub-Fund's investments will be denominated in Sterling. The Sub-Fund’s investments will include fixed or floating rate instruments including but not limited to commercial paper, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset-backed securities and bonds. The maximum final maturity for fixed rate securities is up to 10 years in respect of each individual issue. The investments shall be issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentalities, supranational entities and EU and non-EU corporations and financial institutions, who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while not located in those jurisdictions, conduct substantial business in them as determined by the Investment Manager, including (i) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends to manage the Sub-Fund in accordance with the ESG Considerations as detailed further below. The Sub-Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulation (EU) 2019/2088, the Sustainable Finance Disclosure Regulation (the “SFDR”).
The investment policy is to invest in a portfolio of gilts, corporate bonds, asset backed securities and money market instruments. The Investment Manager intends where possible, to manage the Sub-Fund according to the restrictions imposed by the rating agency in order to maintain an overall credit rating of Aaa.
Investment Restrictions
The general investment restrictions as set out in Appendix V of the Prospectus shall apply.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such instances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
2 The SONIA rate is the Sterling Overnight Index Average rate which is the average effective overnight interest rate for unsecured transactions in which British banks borrow sterling overnight from other financial institutions and institutional investors. This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
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Borrowing Limits
The Sub-Fund may borrow up to 10% of the Sub-Fund’s net assets on a temporary basis at any time for the account of the Sub-Fund. The Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the Sub-Fund may utilise currency forwards and swaps dealt in on a Market listed in Appendix II of the Prospectus and/or over the counter derivatives “OTCs” which will be used solely for the purposes of hedging exchange rate risks inherent in investments of the Sub Fund. The underlying of such derivative instruments will be foreign exchange rates, and currencies.
The Sub-Fund may also utilise repurchase agreements and reverse repurchase agreements which shall be within the conditions and the limits laid down by the Central Bank. The purpose of investing in the repurchase agreements is (i) the reduction of risk, (ii) reduction of costs, and/ or (iii) the generation of additional capital or income to the Sub-Fund with no, or with an acceptably low level of, risk. The Sub-Fund may also enter into reverse repurchase agreements for liquidity management purposes and to generate additional capital or income to the Sub Fund provided that it is within the conditions and limits laid down by the Central Bank.
Under the Regulations, the Sub-Fund may utilise financial derivative instruments subject to the following terms and conditions:-
1. The global exposure of the Sub-Fund relating to financial derivative instruments must not exceed its total net asset value calculated using the commitment approach;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money market instruments when combined where relevant with positions resulting from direct instruments must not exceed the investment limits specified under the heading Investment Restrictions above; and
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
Further information on the use of financial derivative instruments and techniques and instruments for Efficient Portfolio Management is set out in Part 2 of the Prospectus.
Risk Management Process
The Fund on behalf of the Sub-Fund employs a risk management process which helps it to accurately measure monitor and manage the various risks associated with financial derivative instruments.
The Fund will on request, provide supplementary information to Shareholders relating to the
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risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk characteristics of the main categories of investments in financial derivative instruments.
The Sub-Fund will only utilise financial derivative instruments which have been included in the risk management process report that has been prepared and submitted to the Central Bank in accordance with the Central Bank's requirements.
Sustainability Disclosures
This Sub-Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
To be eligible for investment, all investment that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to perform ESG analysis on investments used for hedging and efficient portfolio management purposes.
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generatecompetitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub-Fund.
Further information regarding how the Investment Manager integrates ESG into its investment approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philosophy section of the Prospectus and on the Manager's website at https://www.avivainvestors.com/en gb/about/responsible-investment/policies-and-documents/.
Rating Award
The Fund has obtained an AAAf rating from Fitch Ratings Inc. for the Sub-Fund. When awarding this rating Fitch Ratings take into account, inter alia, the Sub-Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub- Fund's published objectives. The Directors intend to operate the Sub-Fund in accordance with Fitch Rating's requirements to maintain the rating award.
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Profile of Typical Investor
The Sub Fund is suitable for investors who are prepared to hold an investment for at least 3 to 6 months in order to obtain higher returns than those available from a traditional money market fund and who are seeking to invest cash reserves to maximise income consistent with the preservation of capital through investment in the securities of the Sub Fund denominated in sterling. The Sub-Fund is an Ultra Short Duration bond fund which aims to offer medium term cash investors (typically at least three to six months) higher returns than those available from a traditional money market fund for only a moderate increase in credit and liquidity risk. The level of an investment will determine the class of Shares an investor may subscribe for.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that subscription for Shares of the Sub-Fund is not the same as placing funds on deposit with a bank or other deposit-taking body. The value of the Sub-Fund may be affected by the creditworthiness of issuers of the Sub-Fund's investments and, notwithstanding the policy of the Sub-Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates.
Dividend Policy
Dividend Policy for Class 1 - 4 and Class W (Accumulating) Shares
Dividends will not be paid on Classes 1- 4, Class and Class W (Accumulating) as such classes are accumulating share classes. The net income (if any) attributable to the Class 1 – 4 and Class W (Accumulating) shall be retained within the Sub-Fund and the value of the Shares will vary accordingly.
Dividend Policy for Share Class W (Distributing)
The Directors intend to declare all or substantially all of the net income of the Sub-Fund attributable to the Class W (Distributing) Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub-Fund’s net income attributable to those Shares will be declared daily and payable monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub-Fund and realised profits on the disposal / valuation of investments as may be lawfully distributed less realised losses (including fees and expenses) of the Sub-Fund. No dividends shall be paid out of the capital of the Sub-Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub-Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub-Fund’s assets and will be reflected in the Net Asset Value of the Shares.
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Dividends payable to Shareholders of distributing Shares will be re-invested each month by subscription for additional Shares in the Sub-Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Key Information for Purchasing and Redeeming
Base Currency
Sterling
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal business.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 £1,000,000 £1,000,000 None Class 2 £25,000,000 £25,000,000 None Class 3 £100,000,000 £100,000,000 None Class 4 £10,000,000 £10,000,000 None Class W (Accumulating) £500,000 £500,000 None Class W (Distributing) £500,000 £500,000 None
Class 4 Shares are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates.
The Directors may for each relevant class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadlines
1 p.m. (Irish time) on the Business Day immediately preceding the relevant Dealing Day, except in the case of any Dealing Day occurring on 24 December and/or on 31 December in each calendar year, on which Dealing Days the Dealing Deadline shall be 12 p.m. (Irish time) on the Business Day immediately preceding the relevant Dealing Day.
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The Investment Manager reserves the right to advance the time of the Dealing Deadline for subscriptions and redemptions on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadlines will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund.
The Investment Manager reserves the right to alter the Dealing Deadline for subscriptions and redemptions. Prior notification of the revised Dealing Deadlines shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadlines are in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Issue Price for Class 1-4 and Class W (Accumulating) Shares
Net Asset Value per Share of the relevant class on the relevant Dealing Day.
Issue Price for Class W (Distributing) Shares
The Issue Price per Share of the Class W (Distributing) Shares shall be £1,000.0000 during the Initial Offer Period and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Offer Period for Class 1-4 and Class W (Accumulating) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class W (Distributing) Shares
The Initial Offer Period for Class W (Distributing) Shares will run from 9.00 am (Irish Time) on 24 September 2026 to 5.00 pm (Irish Time) on 23 March 2027 or such a shorter or longer period for each Class as the Directors may determine on behalf of the Sub-Fund (in accordance with the requirements of the Central Bank) and notify to the Administrator for a class. Where the offer period is shortened or extended, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any dealing day.
Minimum Fund Size
£500,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 1-4 Shares
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In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant Dealing Day, unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Settlement Date for Class W (Accumulating) and Class W (Distributing) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation
Valuation Point
1 p.m. (Irish time) on each Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub-Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares Class 4 None Class W (Accumulating) 0.15% of the Net Asset Value of the Class W (Accumulating) Shares Class W (Distributing) 0.15% of the Net Asset Value of the Class W (Distributing)
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Shares
The Directors reserve the right to reduce or waive the above charges from time to time.
The fees payable to the Depositary, the Administrator, the Investment Manager and the Distributor shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub-Fund to be borne by each class of Shares will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by first the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operation of the Sub-Fund attributable to each class of Shares. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has been given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub-Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub-Fund on each Dealing Day during a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub-Fund. No performance fees will be payable by the Sub-Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub-Fund including, but not limited to, investment management, administration, registration, transfer agency, custody, sub-custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi annual reports and other documents to the Shareholders, the costs and expenses of obtaining authorisations or registrations of the Sub-Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub-Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effecting or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub-Fund, any out-of-pocket expenses incurred by any of the service providers on behalf of the Sub-Fund, the establishment and organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expenses shall be paid out of the assets of the Sub-Fund.
Any other fees and expenses payable out of the assets of the Sub-Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
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No preliminary charge will be payable on the issue of Shares in the Sub-Fund.
Exchange Charge
None.
Redemption Charge
None.
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AVIVA INVESTORS EURO LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub-Fund is to offer returns in line with money market rates and preserve the value of the investment. The performance of the Sub-Fund will be benchmarked against the Euro Short Term Rate. 3
The Sub-Fund is a LVNAV Short Term Money Market Fund. The Sub-Fund is actively managed and its investments will include fixed or floating rate instruments including but not limited to commercial paper, term deposits, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset-backed securities and bonds. The investments shall be denominated in Euro and all of the Sub-Fund's assets may be invested in the above listed investments which are issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentalities, supranational entities and EU and non-EU corporations and financial institutions who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while not located in those jurisdictions, conduct substantial business in them as determined by the Investment Manager, including (i) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends to manage the Sub-Fund according to its classification as a Short Term Money Market Fund and the restrictions imposed by recognised rating agencies in order to maintain an overall credit rating of Aaa which may include where applicable ensuring that the Sub-Fund's investments may have such ratings as may be required from time to time by the relevant rating agency to maintain the credit rating, or if unrated, be deemed to be of comparable quality by the Investment Manager.
The Investment Manager intends to manage the Sub-Fund in accordance with the ESG Considerations as detailed further below. The Sub-Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulation (EU) 2019/2088, the Sustainable Finance Disclosure Regulation (the “SFDR”).
The weighted average maturity of the Sub-Fund's investments will not exceed 60 days and in any event the Sub-Fund’s investments will have a residual maturity until the legal redemption date not exceeding 397 days. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date (which shall be at least every 397 days). The weighted average life of the Sub-Fund’s investments will not exceed 120 days.
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, the Sub-Fund may invest up to 100% of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the International Monetary Fund, the
3 The Euro Short Term Rate reflects the wholesale euro unsecured overnight borrowing costs of banks located in the euro area. This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
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International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
The Sub-Fund may invest up to 10% of its Net Asset Value in other Short Term Money Market Funds.
The Sub-Fund may also hold ancillary liquid assets such as bank deposits.
The Sub-Fund is subject to and managed in accordance with the portfolio rules of Article 24 of the Money Market Fund Regulation.
Investment Restrictions
The investment restrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus.
The Sub-Fund may not invest more than 10% of its Net Asset Value in other Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such instances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits
The Sub-Fund may not borrow cash (this does not include temporary involuntary overdrafts). The Sub-Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
The Sub-Fund may utilise repurchase agreements and reverse repurchase agreements, that fulfil the conditions of Article 14 and Article 15 of the Money Market Fund Regulation respectively.
Further information on the use of financial derivatives instruments and techniques and instruments for Efficient Portfolio Management is set out in Part 2 of the Prospectus. Any derivative instruments utilised will be used solely for the purposes of hedging interest rate or exchange rate risks inherent in other investments of the Sub-Fund. The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories.
Sustainability Disclosures
This Sub-Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
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To be eligible for investment, all investment that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to perform ESG analysis on investments used for hedging and efficient portfolio management purposes.
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generate competitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub-Fund.
Further information regarding how the Investment Manager integrates ESG into its investment approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philosophy section of the Prospectus and on the Manager's website at https://www.avivainvestors.com/engb/about/responsible-investment/policies-and-documents/ .
Rating Award
The Fund has obtained an ‘Aaa-mf’ money market rating from Moody’s Investors Service (“Moody’s”) for the Sub-Fund. When awarding this rating Moody’s take into account, inter alia, the Sub-Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub- Fund's published objectives. The Directors intend to operate the Sub-Fund in accordance with Moody's requirements to maintain the rating award. The rating was solicited or financed by the Sub Fund or its Investment Manager.
Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon Euro denominated money market instruments. The Sub-Fund is suited to short term investors who are looking for a highly liquid fund. Through its daily liquidity facility, the Sub-Fund is structured to give investors easy access to their cash whenever required.
The level of an investment will determine the class of Shares an investor may subscribe for.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub Fund is not a guaranteed investment. A subscription for Shares of the Sub Fund is not the same as placing funds on deposit with a bank or other deposit-taking body and the principal invested in the Sub-Fund is capable of fluctuation. The Sub-Fund does not rely on external support for guaranteeing the liquidity of the Sub-Fund or stabilising the NAV per share. The risk of loss of the principal shall be borne by the Shareholder. The value of the Sub Fund may be affected by the creditworthiness of issuers of the Sub Fund's investments and, notwithstanding the
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policy of the Sub Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates.
Dividend Policy
Dividend Policy for Class 1-3, Class 5, Class W (Accumulating) and Class Z (Accumulating) Shares
Dividends will not be paid on Classes 1- 3, Class 5, Class W (Accumulating) and Class Z (Accumulating) as such classes are accumulating share classes. The net income (if any) attributable to the Class 1 – 3, Class 5 Shares and Class W (Accumulating) shall be retained within the Sub-Fund and the value of the Shares will vary accordingly.
Dividend Policy for Class 6- 9 and Class W (Distributing) Shares
The Directors intend to declare all or substantially all of the net income of the Sub-Fund attributable to the Class 6-9 and Class W (Distributing) Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub-Fund’s net income attributable to those Shares will be declared daily and payable monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub-Fund and realised profits on the disposal / valuation of investments as may be lawfully distributed less realised losses (including fees and expenses) of the Sub-Fund. No dividends shall be paid out of the capital of the Sub-Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub-Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub-Fund’s assets and will be reflected in the Net Asset Value of the Shares.
Dividends payable to Shareholders of distributing Shares will be re-invested each month by subscription for additional Shares in the Sub-Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Key Information For Purchasing and Redeeming
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Base Currency
Euro
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal businesss and on which the TARGET System is open.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 € 1,000,000 € 1,000,000 None Class 2 € 25,000,000 € 25,000,000 None Class 3 € 100,000,000 € 100,000,000 None Class 5 € 10,000,000 € 10,000,000 None Class 6 € 1,000,000 € 1,000,000 None Class 7 € 25,000,000 € 25,000,000 None Class 8 € 100,000,000 € 100,000,000 None Class 9 € 10,000,000 € 10,000,000 None Class W (Accumulating) € 500,000 € 500,000 None Class W (Distributing) € 500,000 € 500,000 None Class Z (Accumulating) € 10,000,000 € 10,000,000 None
Class 5, Class 9 and Class Z (Accumulating) Shares are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates.
The Directors may for each relevant class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadline
1p.m. (Irish time) on each Dealing Day.
The Investment Manager reserves the right to advance the time of the Dealing Deadline on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadline will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund.
The Investment Manager reserves the right to alter the Dealing Deadline. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline is in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Issue Price for Class 1-9 Shares and Class W (Accumulating) Shares and Class Z
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(Accumulating) Shares
Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Issue Price for Class W (Distributing) Shares
The Issue Price per Share for Class W (Distributing) Shares shall be € € 1.0000 during the Initial Offer Period and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day
Offer Period for Class 1-9 Shares, Class W (Accumulating) Shares and Class Z (Accumulating) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class W (Distributing) Shares and Class Z (Accumulating) Shares
The Initial Offer Period for Class W (Distributing) Shares will run from 9.00 am (Irish Time) on 3 October 2023 to 5.00 pm (Irish Time) on 3 January 2026 or such a shorter or longer period for each Class as the Directors may determine on behalf of the Sub-Fund (in accordance with the requirements of the Central Bank) and notify to the Administrator for a class. Where the offer period is shortened or extended, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any dealing day.
Minimum Fund Size
€ 10,000,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 1-9 Shares and Class Z (Accumulating) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Dealing Day. If cleared funds are not received by the Fund's close of bank business on the Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the same Dealing Day (and in any event no later than 10
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Business Days) after the receipt of the relevant duly signed redemption documentation.
Settlement Date for Class W (Accumulating) Shares and Class W (Distributing) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Valuation Point4 t4
1p.m. (Irish time) on the Business Day prior to the relevant Dealing Day. The Valuation Point may change if, on or prior to the Dealing Deadline on a Dealing Day, the Manager or its delegate determines that there has been a Valuation Deviation. In such circumstances, Shareholders and applicants for Shares should note that the Valuation Point for the purposes of requests to issue or redeem Shares received on or before the Dealing Deadline on that Dealing Day shall be 1 p.m. (Irish time) on the same Dealing Day. Furthermore, on the Dealing Day immediately following any day on which there has been a Valuation Deviation the Valuation Point shall also be 1 p.m. (Irish time) on the same Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub-Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares Class 5 None Class 6 0.20% of the Net Asset Value of the Class 6 Shares Class 7 0.15% of the Net Asset Value of the Class 7 Shares Class 8 0.10% of the Net Asset Value of the Class 8 Shares Class 9 None Class W (Accumulating) 0.10% of the Net Asset Value of the Class W (Accumulating) Shares
4 Change to the Valuation Point takes effect as and from Dealing Day on 07 July 2025. The Valuation Point for Dealing Day on 04 July is 12 p.m. (Irish time) on the Dealing Day.
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Class W (Distributing) 0.10% of the Net Asset Value of the Class W (Distributing) Shares Class Z (Accumulating) 0.015% of the Net Asset Value of the Class Z (Accumulating) Shares
The fees payable to the Depositary, the Administrator, the Investment Manager and the Distributor shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub-Fund to be borne by each class of Shares will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by first the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operation of the Sub-Fund attributable to each class of Shares. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has been given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub-Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub-Fund on each Dealing Day during a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub-Fund. No performance fees will be payable by the Sub-Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub-Fund including, but not limited to, investment management, administration, registration, transfer agency, custody, sub-custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi annual reports and other documents to the Shareholders, the costs and expenses of obtaining authorisations or registrations of the Sub-Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub-Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effecting or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub-Fund, any out-of-pocket expenses incurred by any of the service providers on behalf of the Sub-Fund, the establishment and organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expenses shall be paid out of the assets of the Sub-Fund.
Any other fees and expenses payable out of the assets of the Sub-Fund are set out in Part 2 of the Prospectus.
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Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub-Fund.
Exchange Charge
None.
Redemption Charge
None.
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AVIVA INVESTORS STERLING GOVERNMENT LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub-Fund is to offer returns in line with money market rates and preserve the value of the investment.
The Sub-Fund is actively managed and will endeavour to achieve its objective by investing primarily in short term government securities and securities issued by agencies or bodies explicitly guaranteed by the UK Government. The Sub-Fund may also hold such instruments as collateral received under reverse repurchase agreements. The performance of the Sub-Fund will be benchmarked against the SONIA rate. 5
The Sub-Fund will invest in a diversified portfolio of Sterling denominated government debt and deposits. The Sub-Fund is a LVNAV Short Term Money Market Fund and its investments will include fixed or floating rate instruments including but not limited to Treasury bills, UK Government debt securities, Repurchase agreements that are at all times fully secured against UK Government securities, and overnight deposits with the UK Debt Management Office. The investments shall be denominated in Sterling and may be issued or guaranteed as to principal or interest by the UK government and its agencies and instrumentalities.
The investment policy is to invest in a portfolio of Treasury Bills, UK Government securities, Repurchase Agreements that are at all times fully secured against UK Government Securities, and overnight deposits with the Debt Management Office. Cash may be held on an ancillary basis. The Investment Manager intends to manage the Sub-Fund according to its classification as a Short Term Money Market Fund and the restrictions imposed by the rating agency in order to maintain an overall credit rating of Aaa.
The weighted average maturity of the Sub-Fund's investments will not exceed 60 days and in any event the Sub-Fund’s investments will have a residual maturity until the legal redemption date not exceeding 397 days. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the Sub-Fund’s investments will not exceed 120 days.
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, the Sub-Fund may invest up to 100% of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the International Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
The Sub-Fund may invest up to 10% of its Net Asset Value in other Short Term Money Market
5 The SONIA rate is the Sterling Overnight Index Average rate which is the average effective overnight interest rate for unsecured transactions in which British banks borrow sterling overnight from other financial institutions and institutional investors. This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
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Funds.
The Sub-Fund is subject to and managed in accordance with the portfolio rules of Article 24 of the Money Market Fund Regulation.
Investment Restrictions
The investment restrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus.
The Sub-Fund may not invest more than 10% of its Net Asset Value in other Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such instances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits
The Sub-Fund may not borrow cash (this does not include temporary involuntary overdrafts). The Sub-Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions within the limits laid down by the Central Bank from time to time, the Sub-Fund may invest in financial derivative instruments dealt in on a Market listed in Appendix II of the Prospectus and/or over the counter derivatives “OTCs” which will be used solely for the purposes of hedging interest rate or exchange rate risks inherent in other investments of the Sub-Fund. The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories. Use of financial derivative instruments is subject to the conditions and limits laid down by the Central Bank and the requirements of the MMFR.
Before utilising financial derivative instruments, the Fund on behalf of the Sub-Fund shall file with the Central Bank a risk management process report. The Fund will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments.
Under the Regulations, the Sub-Fund may utilise financial derivative instruments subject to the following terms and conditions:-
1. The global exposure of the Sub-Fund relating to financial derivative instruments must not exceed its total net asset value;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money
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market instruments when combined where relevant with positions resulting from direct instruments must not exceed the investment limits specified under the heading Investment Restrictions above.
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
The Sub-Fund may also utilise repurchase agreements and reverse repurchase agreements, that fulfil the conditions of Article 14 and Article 15 respectively of the Money Market Fund Regulation respectively.
Further information on the use of financial derivatives instruments and techniques and instruments for Efficient Portfolio Management is set out in Part 2 of the Prospectus.
Sustainability Disclosure
Sustainability Risk indicators are considered alongside a range of financial and non-financial research, and the sustainability risks or impacts are weighed against all other inputs when considering an investment decision, with no specific limits imposed. Therefore the Investment Manager retains discretion over which investments are selected. Where practicable, the Investment Manager also seeks to apply the Baseline ESG Exclusions when selecting investments.
The Investment Manager actively engages with issuers with the aim of positively influencing behaviour and helping to create competitive returns.
In addition, the Sub-Fund has limited exclusions based on the Investment Manager’s Sustainability Risk Policy.
This Sub-Fund does not have a sustainable investment objective and the Investment Manager will consider the adverse impacts of an investment to the extent they are financially material. For further information please refer to the sustainability disclosures section of the prospectus and the website www.avivainvestors.com .
The investments underlying this sub-fund do not take into account the EU criteria for environmentally sustainable economic activities.
Rating Award
The Fund has obtained an “Aaa-mf” money market rating from Moody’s Investors Service (“Moody’s”) for the Sub-Fund. When awarding this rating Moody’s take into account, inter alia, the Sub-Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub- Fund's published objectives. The Directors intend to operate the Sub-Fund in accordance with Moody's requirements to maintain the rating awards. The rating was solicited or financed by the Sub Fund or the Investment Manager.
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Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon Sterling denominated government debt and deposits. The Sub-Fund is suited to short term investors who are looking for a highly liquid fund. Through its daily liquidity facility, the Sub-Fund is structured to give investors easy access to their cash whenever required.
The level and duration of an investment will determine the class of Shares an investor may subscribe for.
Liquidity Management Procedures
The Sub-Fund will be managed in accordance with the Liquidity Management Procedures for LVNAV Short Term Money Market Funds as described in Part 2 of the Prospectus.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub-Fund is not a guaranteed investment. A subscription for Shares of the Sub-Fund is not the same as placing funds on deposit with a bank or other deposit-taking body and the principal invested in the Sub-Fund is capable of fluctuation. The Sub-Fund does not rely on external support for guaranteeing the liquidity of the Sub-Fund or stabilising the NAV per share. The risk of loss of the principal shall be borne by the Shareholder. The value of the Sub-Fund may be affected by the creditworthiness of issuers of the Sub-Fund's investments and, notwithstanding the policy of the Sub-Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates.
Dividend Policy
Dividend Policy for Class 1 – 4 Shares and Class W (Distributing) Shares
The Directors intend to declare all or substantially all of the net income of the Sub-Fund attributable to the Class 1-4 Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub-Fund’s net income attributable to those Shares will be declared daily and payable monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub-Fund. The Directors may at their discretion adjust dividends to take account of realised and unrealised profits on the disposal / valuation of investments as may be lawfully distributed less realised/ unrealised losses (including fees and expenses) of the Sub-Fund. No dividends shall be paid out of the capital of the Sub-Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub-Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable
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to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub-Fund’s assets and will be reflected in the Net Asset Value of the Shares.
Dividends payable to Shareholders of distributing Shares will be re-invested each month by subscription for additional Shares in the Sub-Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Dividend Policy for Class 5-8 and Class W (Accumulating) Shares
Dividends will not be paid on Classes 5 – 8 or Class W (Accumulating) as such classes are accumulating share classes. The net income (if any) attributable to the Class 5 – 8 Shares and Class W (Accumulating) shall be retained within the Sub-Fund and the value of the Shares will vary accordingly.
Key Information For Purchasing and Redeeming
Base Currency
Sterling
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal business.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 £1,000,000 £1,000,000 None Class 2 £25,000,000 £25,000,000 None Class 3 £100,000,000 £100,000,000 None Class 4 £10,000,000 £10,000,000 None Class 5 £1,000,000 £1,000,000 None Class 6 £25,000,000 £25,000,000 None Class 7 £100,000,000 £100,000,000 None Class 8 £10,000,000 £10,000,000 None Class W (Accumulating) £500,000 £500,000 None Class W (Distributing) £500,000 £500,000 None
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Class 4 and Class 8 Shares are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates.
Dealing Deadline
1 p.m. (Irish time) on each Dealing Day, except in the case of any Dealing Day occurring on 24 December and/or on 31 December in each calendar year, on which Dealing Days the Dealing Deadline shall be 12 p.m. (Irish time).
The Investment Manager reserves the right to advance the time of the Dealing Deadline on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadline will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund.
The Investment Manager reserves the right to alter the Dealing Deadline. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline is in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Issue Price for Class 1-8 Shares, Class W (Accumulating) Shares and Class W (Distributing) Shares
Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Offer Period for Class 1-8 Shares , Class W (Accumulating) and Class W (Distributing) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Minimum Fund Size
£10,000,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 1-8 Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator on the Business Day immediately preceding the Dealing Day, unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of
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bank business on the Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the same Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Settlement Date for Class W (Accumulating) and Class W (Distributing) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator on the Business Day immediately preceding the Dealing Day, unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Valuation Point 6
1 p.m. (Irish time) on the Business Day prior to the relevant Dealing Day. The Valuation Point may change if, on or prior to the Dealing Deadline on a Dealing Day, the Manager or its delegate determines that there has been a Valuation Deviation. In such circumstances, Shareholders and applicants for Shares should note that the Valuation Point for the purposes of requests to issue or redeem Shares received on or before the Dealing Deadline on that Dealing Day shall be 1 p.m. (Irish time) on the same Dealing Day. Furthermore, on the Dealing Day immediately following any day on which there has been a Valuation Deviation the Valuation Point shall also be 1 p.m. (Irish time) on the same Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub-Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares
6 Change to the Valuation Point takes effect as and from Dealing Day on 07 July 2025. The Valuation Point for Dealing Day on 04 July is 1 p.m. (Irish time) on the Dealing Day.
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Class 4 None Class 5 0.20% of the Net Asset Value of the Class 5 Shares Class 6 0.15% of the Net Asset Value of the Class 6 Shares Class 7 0.10% of the Net Asset Value of the Class 7 Shares Class 8 None Class W (Accumulating) 0.10% of the Net Asset Value of the Class W (Accumulating) Shares Class W (Distributing) 0.10% of the Net Asset Value of the Class W (Distributing) Shares
The fees payable to the Depositary, the Administrator, the Investment Manager and the Distributor shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub-Fund to be borne by each class of Shares will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by first the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operation of the Sub-Fund attributable to each class of Shares. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has been given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub-Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub-Fund on each Dealing Day during a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub-Fund. No performance fees will be payable by the Sub-Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub-Fund including, but not limited to, investment management, administration, registration, transfer agency, custody, sub-custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi annual reports and other documents to the Shareholders, the costs and expenses of obtaining authorisations or registrations of the Sub-Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub-Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effecting or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub-Fund, any out-of-pocket expenses incurred by any of the service providers on behalf of the Sub-Fund, the establishment and organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may
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arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expenses shall be paid out of the assets of the Sub-Fund.
Any other fees and expenses payable out of the assets of the Sub-Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub-Fund.
Exchange Charge
None.
Redemption Charge
None.
Liquidity Fees
The Sub-Fund may charge liquidity fees (by applying an anti-dilution levy) as further described in the Liquidity Management Procedures section in part 2 of the Prospectus.
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AVIVA INVESTORS US DOLLAR LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub-Fund is to offer returns in line with money market rates and to preserve the value of the investment. The performance of the Sub-Fund will be benchmarked against the Secured Overnight Financing Rate ( SOFR ) . 7
The Sub-Fund is an LVNAV Short Term Money Market Fund. The Sub-Fund is actively managed and its investments will include fixed or floating rate instruments including but not limited to commercial paper, term deposits, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset-backed securities and bonds. The investments shall be denominated in US Dollars and all of the Sub-Fund's assets may be invested in the above-listed investments which are issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentalities, supranational entities and US and non US corporations and financial institutions who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while not located in those jurisdictions, conduct substantial business in them as determined by the Investment Manager, including (i) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends to manage the Sub-Fund according to its classification as a Short Term Money Market Fund and the restrictions imposed by recognised rating agencies in order to maintain an overall credit rating of Aaa which may include where applicable ensuring that the Sub-Fund's investments may have such ratings as may be required from time to time by the relevant rating agency to maintain the credit rating, or if unrated, be deemed to be of comparable quality by the Investment Manager.
The Investment Manager intends to manage the Sub-Fund in accordance with the ESG Considerations as detailed further below. The Sub-Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulation (EU) 2019/2088, the Sustainable Finance Disclosure Regulation (the “SFDR”).
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, the Sub-Fund may invest up to 100% of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the International Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
7 SOFR is a a benchmark interest rate that measures the cost of borrowing cash overnight collateralized by U.S. Treasury Securities. This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
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The weighted average maturity of the Sub-Fund's investments will not exceed 60 days and in any event the Sub-Fund’s investments will have a residual maturity until the legal redemption date not exceeding 397 days. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date (which shall be at least every 397 days). The weighted average life of the Sub-Fund’s investments will not exceed 120 days.
The Sub-Fund may invest up to 10% of its Net Asset Value in other Short Term Money Market Funds.
The Sub-Fund may also hold ancillary liquid assets such as bank deposits.
The Sub-Fund is subject to and managed in accordance with the portfolio rules of Article 24 of the Money Market Fund Regulation.
Investment Restrictions
The investment restrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus.
The Sub-Fund may not invest more than 10% of its Net Asset Value in other Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such instances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits
The Sub-Fund may not borrow cash (this does not include temporary involuntary overdrafts). The Sub-Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions within the limits laid down by the Central Bank from time to time, the Sub-Fund may invest in financial derivative instruments dealt in on a Market listed in Appendix II of the Prospectus and/or over the counter derivatives “OTCs” which will be used solely for the purposes of hedging interest rate or exchange rate risks inherent in other investments of the Sub-Fund The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories. Use of financial derivative instruments is subject to the conditions and limits laid down by the Central Bank and the requirements of the MMFR.
Before utilising financial derivative instruments, the Fund on behalf of the Sub-Fund shall file with the Central Bank a risk management process report. The Fund will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the
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risk and yield characteristics of the main categories of investments in financial derivative instruments.
Under the Regulations, the Sub-Fund may utilise financial derivative instruments subject to the following terms and conditions:-
1. The global exposure of the Sub-Fund relating to financial derivative instruments must not exceed its total net asset value;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money market instruments when combined where relevant with positions resulting from direct instruments must not exceed the investment limits specified under the heading Investment Restrictions above.
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
The Sub-Fund may also utilise repurchase agreements and reverse repurchase agreements, that fulfil the conditions of Article 14 and Article 15 respectively of the Money Market Fund Regulation respectively.
Further information on the use of financial derivatives instruments, reverse repurchase agreements and repurchase agreements is set out in Part 2 of the Prospectus.
Sustainability Disclosures
This Sub-Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
To be eligible for investment, all investment that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to perform ESG analysis on investments used for hedging and efficient portfolio management purposes.
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generate competitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub-Fund.
Further information regarding how the Investment Manager integrates ESG into its investment approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philosophy section of the Prospectus and on the Manager's website at https://www.avivainvestors.com/en gb/about/responsible-investment/policies-and-documents/ .
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Rating Award
The Fund has obtained an “Aaa-mf” money market rating from Moody’s Investors Service (“Moody’s”) and an AAAmmf rating from Fitch Ratings (“Fitch”) for the Sub-Fund. When awarding this rating Moody’s and Fitch take into account, inter alia, the Sub-Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub- Fund's published objectives. The Directors intend to operate the Sub-Fund in accordance with Moody's and Fitch’s requirements to maintain the rating awards. The rating was solicited or financed by the Sub-Fund or its Investment Manager.
Liquidity Management Procedures
The Sub-Fund will be managed in accordance with the Liquidity Management Procedures for LVNAV Short Term Money Market Funds as described in Part 2 of the Prospectus.
Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon US money market instruments. The Sub-Fund is suited to short-term cash investors who are looking for a highly liquid fund. Through its daily liquidity facility, the Sub-Fund is structured to give investors easy access to their cash whenever required.
The T Shares are suitable for investors who are familiar with distributed ledger technology and maintain a Digital Wallet in order to receive and hold Digital Tokens and wish to invest in T Shares in accordance with the tokenisation arrangements described in this Prospectus. Investors should also refer to the “Conditions for issue of T Shares and Digital Tokens” described below in the section “Token Classes” in Part 2 of the Prospectus.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub-Fund is not a guaranteed investment. A subscription for Shares of the Sub Fund is not the same as placing funds on deposit with a bank or other deposit-taking body and the principal invested in the Sub-Fund is capable of fluctuation. The Sub-Fund does not rely on external support for guaranteeing the liquidity of the Sub-Fund or stabilising the NAV per share. The risk of loss of the principal shall be borne by the Shareholder. The value of the Sub Fund may be affected by the creditworthiness of issuers of the Sub Fund's investments and, notwithstanding the policy of the Sub Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates or default by the issuer of securities held by the Fund.
Prospective investors looking to invest in the T share class should carefully consider the section entitled “Risk Factors Relating to the Token Share Classes and Digital Tokens”.
Dividend Policy
Dividend Policy for Class 1-4, Class W (Distributing) and Class T Shares
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The Directors intend to declare all or substantially all of the net income of the Sub-Fund attributable to the Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub-Fund’s net income attributable to those Shares will be declared daily and payable monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub-Fund. The Directors may at their discretion adjust dividends to take account of realised and unrealised profits on the disposal / valuation of investments as may be lawfully distributed less realised/ unrealised losses (including fees and expenses) of the Sub-Fund. No dividends shall be paid out of the capital of the Sub-Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub-Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub-Fund’s assets and will be reflected in the Net Asset Value of the Shares.
Dividends payable to Shareholders of distributing Shares will be re-invested each month by subscription for additional Shares in the Sub-Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Dividend Policy for Class 5-8 and Class W (Accumulating) Shares
Dividends will not be paid on Classes 5-8 or Class W (Accumulating) as such classes are accumulating share classes. The net income (if any) attributable to the Class 5-8 and Class W (Accumulating) Shares shall be retained within the Sub-Fund and the value of the Shares will vary accordingly.
Key Information For Purchasing and Redeeming
Base Currency
US Dollar
Business Day and Dealing Day
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Every day (except a Saturday or a Sunday) that the US Bond Markets (which follow the SIFMA Holiday Schedule) are open for normal business and in addition, every day (except a Saturday or a Sunday) on which banks in London are open for normal business.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 USD $ 1,000,000 $ 1,000,000 None Class 2 USD $ 25,000,000 $ 25,000,000 None Class 3 USD $ 100,000,000 $ 100,000,000 None Class 4 USD $ 10,000,000 $ 10,000,000 None Class 5 USD $ 1,000,000 $ 1,000,000 None Class 6 USD $ 25,000,000 $ 25,000,000 None Class 7 USD $ 100,000,000 $ 100,000,000 None Class 8 USD $ 10,000,000 $ 10,000,000 None Class W USD (Accumulating)$ 500,000 $ 500,000 None Class W USD (Distributing) $ 500,000 $ 500,000 None Class T USD $ 1,000,000 $ 1,000,000 None
Class 4 and 8 Shares are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates. Share Class T is only available to those investors who satisfy the conditions for issue of Token Shares and Digital Tokens described in the section “Token Classes” in Part 2 of the Prospectus.
The Directors may for each relevant class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadline
1 p.m. (Irish time) on each Dealing Day.
The Investment Manager reserves the right to advance the time of the Dealing Deadline on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadline will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund.
The Investment Manager reserves the right to alter the Dealing Deadline. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline is in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Interim Dealing Cycles
Subject to the section of the Prospectus entitled “Interim Dealing Cycles – Money Market Funds”, the Aviva Investors US Dollar Liquidity Fund intends to run one or more Interim Dealing Cycles on a Dealing Day as the Manager may from time to time determine.
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Issue Price for Class 1-4 Shares and Class W (Distributing) Shares
Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Issue Price for Class 5-8 Shares and Class W (Accumulating) Shares
The Issue Price per Share of the relevant Class shall be $1,000.0000 during the Initial Offer Period, and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Issue Price for Class T Shares
The Issue Price per Share of the relevant Class shall be $1 during the Initial Offer Period and thereafter the Net Asset Value per Share on the relevant Dealing Day.
Offer Period for Class 1-4 Shares and Class W (Distributing) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class 5-8 Shares
The Initial Offer Period for each of Class 5-8 Shares will run from 9.00 am (Irish Time) on 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 or such a shorter or longer period as the Directors may determine on behalf of the Fund and notify to the Administrator for a class. Where the offer period is shortened or extended, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any Dealing day.
Offer Period for Class W (Accumulating) Shares and Class T Shares
The Initial Offer Period for the Class W (Accumulating) will run from 9.00 am (Irish Time) on 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 and for the Class T Shares will run from 9.00 am (Irish Time) on 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 or such a shorter or longer period as the Directors may determine on behalf of the Fund and notify to the Administrator for a class. Where the offer period is shortened or extended, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any Dealing day.
Minimum Fund Size
$10,000,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
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Settlement Date for Class 1- 8 Shares and Class T Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the same Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Settlement Date for Class W (Accumulating) and Class W (Distributing) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Valuation Point
1.00 p.m. (Irish time) on the Business Day prior to the relevant Dealing Day. The Valuation Point may change if, on or prior to the Dealing Deadline on a Dealing Day, the Manager or its delegate determines that there has been a Valuation Deviation. In such circumstances, Shareholders and applicants for Shares should note that the Valuation Point for the purposes of requests to issue or redeem Shares received on or before the Dealing Deadline on that Dealing Day shall be 1.00 p.m. (Irish time) on the same Dealing Day. Furthermore, on the Dealing Day immediately following any day on which there has been a Valuationt Deviation the Valuation Point shall also be 1.00 p.m. (Irish time) on the same Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub-Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
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Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares Class 4 0.00% of the Net Asset Value of the Class 4 Shares Class 5 0.20% of the Net Asset Value of the Class 5 Shares Class 6 0.15% of the Net Asset Value of the Class 6 Shares Class 7 0.10% of the Net Asset Value of the Class 7 Shares Class 8 0.00% of the Net Asset Value of the Class 8 Shares Class W (Accumulating) 0.10% of the Net Asset Value of the Class W (Accumulating) Shares Class W (Distributing) 0.10% of the Net Asset Value of the Class W (Distributing) Shares Class T 0.20% of the Net Asset Value of the Class T Shares
The fees payable to the Depositary, the Administrator, the Investment Manager, the Distributor, and in respect of the T Share Class, the fees payable to the Digital Custodian and the Tokenisation Platform Provider, shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub-Fund to be borne by each class of Share will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by first the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operation of the Sub-Fund attributable to each class of Share. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has been given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub-Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub-Fund on each Dealing Day during a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub-Fund. No performance fees will be payable by the Sub-Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub-Fund including, but not limited to, investment management, administration, registration, the fees payable to the Digital Custodian and the Tokenisation Platform Provider in respect of the T Share Class, transfer agency, custody, sub-custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi-annual reports and other documents to the Shareholders, the costs and expenses of obtaining authorisations or registrations of the Sub-Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
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The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub-Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effecting or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub-Fund, any out-of-pocket expenses incurred by any of the service providers on behalf of the Sub-Fund, the establishment and organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expenses shall be paid out of the assets of the Sub-Fund.
Any other fees and expenses payable out of the assets of the Sub-Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub-Fund.
Exchange Charge
None.
Redemption Charge
None.
Liquidity Fees
The sub-fund may charge liquidity fees (by applying an anti-dilution levy) as further described in the liquidity management procedures section in part 2 of the prospectus.
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AVIVA INVESTORS STERLING STANDARD LIQUIDITY FUND (IN
TERMINATION – NOT AVAILABLE FOR SUBSCRIPTION)
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PART 2
_______________________________________________________________
MANAGEMENT OF THE FUND
Aviva Investors Liquidity Funds plc
Directors of the Fund
The Directors of the Fund are described below:-
Ms. Denise Kinsella (Irish Resident)
Ms. Kinsella (Irish) is an experienced independent non-executive director and chairperson of a number of asset management companies and funds. She has over 30 years’ experience in international financial services. She is a former partner of Dillon Eustace Solicitors (1999 to 2005) prior to which (1988 to 1999) she held senior executive roles at Bank of Ireland including Head of Client Services and Head of Legal Affairs at Bank of Ireland Securities Services (since acquired by Northern Trust) and, in Bank of Ireland Asset Management, as a Senior Manager. Denise is a past Chairperson of Irish Funds, the Irish funds industry association and its legal and regulatory sub-committee and represented the industry on a number of key funds industry working groups including An Taoiseach's International Financial Services Committee and FEFSI (now EFAMA). She served on the Committee on Collective Investment Governance formed by the Central Bank of Ireland to develop recommendations for good governance practice for funds. Ms. Kinsella was consulting editor to "Collective Investment Schemes in Luxembourg, Law and Practice" published by Oxford University Press and has lectured on financial services law at the Law Society of Ireland. She graduated in law from Trinity College Dublin (1983), was admitted as a solicitor by the Law Society of Ireland (1987) and holds a diploma in company direction from the Institute of Directors (UK) (2011). She is a founding member and past Director of the Irish funds’ industry charity, basis.point.
Ms. Deirdre Gormley (Irish Resident)
Deirdre Gormley (Irish) is an independent investment fund director with over 30 years' experience in the asset management and investment funds industry, having held senior executive and board positions in large international organizations. In her previous executive roles Ms Gormley was responsible for a wide range of investment management, business development, governance and regulatory activities. She was involved in product management for Irish, Luxembourg and Dutch domiciled investment products. Ms Gormley is the former CEO/Head of Management Company for Northern Trust Asset Management in Dublin Ireland. In this role she was responsible for the management of UCITS and IPM business which included Money Market, Equity, Fixed Income and ETF products. She was responsible for the Northern Trust Fund Managers Ireland branches in Europe and the oversight of delegated service providers. Prior to this role Deirdre spent 12 years with Pioneer Investment Limited (now Amundi Ireland Limited) as Head of Product and Marketing Services. Prior to joining Pioneer Deirdre held various senior management posts with JPMorgan both in Dublin and New York covering a range of operational and client relationship roles. Deirdre has a Bachelor of Science degree in Finance from Marist College in Poughkeepsie, New York.
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Mr. Anthony Callcott
Anthony Callcott is Head of UK Liquidity, Client Solutions, and is responsible for the strategy, retention and growth of business into off-shore liquidity funds for Aviva Investors. He primarily focuses on the UK corporate and institutional space and maintaining the correct framework within which business operates. Prior to joining Aviva Investors, Anthony Callcott held senior management roles at ICAP and SunGard with the responsibility of building MMF portals and taking them to market, including: due diligence and department setup; new business; sales pipeline development and relationship management for UK France, and Benelux; client deployment logistics and staff management. He joined the investment industry after an initial career in ecommerce and interbank broking, which began in 1988.
Mr. Martin Bell
Mr Bell is the Director of Global Funds Services, which was created in April 2017 to bring together the activities of the UK and Luxembourg Management Companies covering all Aviva Investors regulated funds business. Prior to moving into the Head of GFS role, Mr Bell was instrumental in building and leading the GFS Investment Oversight team with responsibility for the OEIC, SICAV, TTF, Liquidity Funds and AIFM Fund ranges. The GFS Investment Oversight team is responsible for the oversight of the internal and external Investment Managers with a total of £150bn AUM. Mr Bell was previously responsible for the Integration of the Friends Life Assets into the Aviva Investors Investment Strategy and Operating Model. He was a key SME on the OBOE Project to land £60bn of Client assets at Aviva Investors.
Mr Bell has spent time in both Asset Management and Investment Banking. His first role in Asset Management was Asset Allocation with Merrill Lynch Investment Management, from where he moved to Morgan Stanley, spending ten years in the Portfolio Products Team. He moved back to Asset Management as Head of the Investment Transitions team at Aviva Investors. Mr Bell holds a Bachelor of Arts degree in Financial Services and a Postgraduate Diploma in Strategy & Innovation from Said Business School, University of Oxford. He is an Associate of the CFA Society of the UK and holds the IMC.
No Director has:
(i) any unspent convictions in relation to indictable offences; or
(ii) been a director of any company or partnership which, while he was a director with an executive function or partner at the time of or within the 12 months preceding such events, been declared bankrupt, went into receivership, liquidation, administration or voluntary arrangements; or
(iii) been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies); or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of affairs of any company.
For the purposes of this Prospectus, the address of all the Directors is the registered office of the Fund.
The Fund has appointed the Manager as its UCITS management company.
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The Manager has delegated the day to day investment management and administration of the Fund to the Investment Manager and the Administrator respectively. Consequently, all Directors of the Fund are non-executive.
The Manager
Aviva Investors Luxembourg S.A., whose registered office is situated at 2, rue du Fort Bourbon, L-1249 Luxembourg, is a company established under the laws of the Grand Duchy of Luxembourg and is a wholly owned subsidiary of Aviva Investors Holdings Limited. Aviva Investors Luxembourg is subject to the supervision of the Commission de Surveillance du Secteur Financier. As at 31 March 2021 Aviva Investors Luxembourg S.A. had € 78,468,726,653 in assets under management. Aviva Investors Luxembourg S.A. was incorporated on the 9 of March 1987.
The Manager has responsibility for investment management services, administrative services and distribution services. As detailed futher below the Manager has delegated to third parties some or all of its responsibilities, subject to applicable laws and the consent and supervision of the Board.
For example, so long as it retains control and supervision, the Manager can appoint one or more investment managers to handle the day-to-day management of the Fund’s assets, or one or more advisors to provide investment information, recommendations and research concerning prospective and existing investments.
Directors of the Manager
The Directors of the Manager are described below:-
Management Board
Mrs. Victoria Kernan
Mrs Kernan is Head of Transfer Agency oversight for Aviva Investors and is also one of the Manager’s conducting officers. Mrs. Kernan joined Aviva Investors Luxembourg in 2009 and has been primarily responsible for the outsourcing of core Transfer Agency activity. She established the framework for the Vendor Management process in Luxembourg.
Mrs. Kernan has been working in the fund industry for 20 years and has held various positions with previous employers including State Street and Deutsche Bank. She has the benefit of a detailed operations perspective as both the service provider (Fund Administrator/Custodian) and as the client (Investment Manager), in both Irish, Luxembourgish and the UK regulatory jurisdictions.
Mrs. Kernan is fluent in French and can work proficiently in this language. Victoria holds a degree in Languages and Export Management from Edinburgh Napier University.
Mrs. Justine Losic
Mrs Losic is Head of Fund Accounting and Valuation for Aviva Investors and is also one of
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t h e M a n a g e r ’ s c o n du du c t i n g o ff ffi fi c e r s . M r s . L o s i c j o i n e d A v i v a I n v e s t o r s L u x e m b o u r g i n 2 0 1 8 and has been working in the Fund Accounting and Valuation team since then. In 2023, she became Head of Valuation and established the framework for the Valuation process in Luxembourg.
Mrs Losic has 11 years’ experience in the fund industry, with a strong focus on valuation, fund accounting and fund administration. She has previously held roles within a fund administration service provider, giving her a comprehensive understanding of fund administration activities from both the service provider and client perspectives.
Mrs Losic has been ACCA qualified since 2019 and holds a Master’s degree in Economics and Finance from the Université catholique de Louvain (Belgium).
Mrs. Sophie Vilain
Sophie Vilain is the Head of Risk and conducting officer of the Management Company responsible for risk management.
Mrs Vilain is graduated from HEC Montréal Business School (QC, Canada). Mrs Vilain has over 10 years’ experience in the funds’ industry. After 5 years working at Pricewaterhouse Coopers Luxembourg, initially as auditor and then as Senior Advisor for the Risk & Compliance Advisory Services area, Mrs Vilain joined the Risk department of a Management Company, covering both inhouse and third-party UCITS and AIFs. After 3 years, she joined Aviva Investors Luxembourg in 2018 as Risk Manager and became Head of Risk in 2019.
Mrs. Cindy Joller
Cindy Joller is the Chief Compliance Officer and conducting officer of the Management Company responsible for compliance, complaints handling and anti-money laundering and terrorism financing.
Mrs Joller has 15 years’ experience in the funds’ industry. After 5 years working for a third party Luxembourg Management Company, she joined Aviva Investors in 2013 as Legal Counsel, responsible for developing and managing all legal areas for Aviva Investors Luxembourg and the funds under management (UCITS, Irish MMFs and AIFs), monitoring applicable regulatory changes and providing effective proposals to address such changes. She has been acting as a primary liaison with regulators for Aviva Investors Luxembourg since 2013. Mrs Joller has also been a director of the main Luxembourg regulated funds under management of Aviva Investors Luxembourg between 2020 and 2022.
Mrs Joller holds a Master Degree in French and International Business Law from the Faculty of International Affairs of the University of Le Havre (France) and a postgraduate degree in Luxembourg Law (“Cours Complémentaires en Droit Luxembourgeois”) from the Faculty of Law, Economics and Science of the University of Luxembourg .
Mr. Matteo Sbrolla
Matteo is the conducting officer of the Management Company in charge for investment management, branches and distribution & marketing.
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Matteo has 20 years of experience in the industries from accounting to middle office and front office and in different jurisdictions. After starting in Dublin, he then moved to Montreal and since 2018 he is in Luxembourg. Since 2018 Matteo has covered different conducting officers mandates from fund accounting to valuation, from investment management to distribution giving him a strong understanding of the full fund lifecycle.
Matteo holds a BA in International Business and Finance from the Nottingham Trent University and Master in Business Studies from the University College of Dublin.
Supervisory Board
Mr. Martin Bell
Mr Bell is the Director of Global Funds Services, which was created in April 2017 to bring together the activities of the UK and Luxembourg Management Companies covering all Aviva Investors regulated funds business. Prior to moving into the Head of GFS role, Mr Bell was instrumental in building and leading the GFS Investment Oversight team with responsibility for the OEIC, SICAV, TTF, Liquidity Funds and AIFM Fund ranges. The GFS Investment Oversight team is responsible for the oversight of the internal and external Investment Managers with a total of £150bn AUM. Mr Bell was previously responsible for the Integration of the Friends Life Assets into the Aviva Investors Investment Strategy and Operating Model. He was a key SME on the OBOE Project to land £60bn of Client assets at Aviva Investors.
Mr Bell has spent time in both Asset Management and Investment Banking. His first role in Asset Management was Asset Allocation with Merrill Lynch Investment Management, from where he moved to Morgan Stanley, spending ten years in the Portfolio Products Team. He moved back to Asset Management as Head of the Investment Transitions team at Aviva Investors. Mr Bell holds a Bachelor of Arts degree in Financial Services and a Postgraduate Diploma in Strategy & Innovation from Said Business School, University of Oxford. He is an Associate of the CFA Society of the UK and holds the IMC.
Mrs. Jacqueline Lowe
Mrs. Jacqueline Lowe is an independent non-executive director. Following a successful executive career, spanning over 30 years in the asset management and financial services sector, Jacqueline now holds a number of non-executive roles with prestigious financial services companies, including T Bailey Asset Management, Embark Investments Limited, Rathbones Asset Management Ltd and First Sentiers Investors Ltd. Jacqueline, a multi award winning fund manager and a highly regarded investment professional now applies her experience and skills to organisations where she has genuine interest and can have a real impact. She has outstanding business management expertise and a proven track record in driving positive change to improve the performance of individuals, teams and businesses. Her ethos of “do the right thing” is her driving force.
Mrs. Lowe was appointed as the Independent Chair of Aviva Investors UK Fund Services Limited in November 2023, and is also the Chair of the Aviva Investors Luxembourg Supervisory Board.
Mrs. Lowe holds a BA in Business from Herriot Watt University in Edinburgh along with an Investment Management Certificate from CFA UK.
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Mrs. Virginie Lagrange
Mrs. Virginie Lagrange is an Independent Director certified by ILA (Luxembourg Institute of Directors) and INSEAD and a certified Réviseur d’Entreprises in Luxembourg (Chartered Financial Analyst). She’s a member of the Board and the Management Committee of ILA. She’s also member of the Board of ECODA (European Confederation of Directors Associations).
She has 27 years of experience in the Bank and Investment Fund industry in Luxembourg. She started as bank auditor at Ernst & Young in 1993. In 2000 she joined UBS as Head Internal Audit and then as Chief Risk Officer. In 2009 she became Chief Financial Officer at Credit Suisse and in 2010 she joined Nomura Bank Luxembourg (“NBL”) and was Chief Administrative Officer responsible for IT and Information Security, Projects, Finance, Human Resources, Data Management, Depositary Bank Controls and all administrative functions of the Bank. She was member of the Executive Committee of NBL. She was also Director of Global Funds Management S.A. which is an AIFM management company belonging to NBL.
Virginie sits on the board of several Banks and Management Companies in Luxembourg and chairs audit / risk committees.
Virginie holds a Master in Management from the French Ecole de Commerce of Marseille. She speaks fluent French, German and English.
Ms. Joanne Bailey
Joanne Bailey is the Director of Financial Reporting, Operations and Control for Aviva Investors, responsible for Group, Statutory and Regulatory Reporting and Capital Management.
Ms Bailey has a background in finance and audit, having trained with KPMG where she spent 10 years working in the Financial Services audit practice. Since joining Aviva, she has spent time in financial reporting roles across Aviva and Aviva Investors. Ms Bailey holds a Master of Science degree in Medicinal and Biological Chemistry from the University of Nottingham, and is a member of the Institute of Chartered Accountants in England and Wales.
Mrs. Kate McClellan
As Chief Operating Officer, Mrs McClellan is responsible for global operations and information technology across the Aviva Investors business. This includes the design and execution of an effective operating model to support the business with a focus on increasing operational efficiency and management of relationships with major outsource providers. Mrs McClellan has over 15 years of experience in the Financial Services sector having spent 10 years in Group Finance at Aviva plc before joining Aviva Investors in 2012. Prior to the interim COO role Mrs McClellan was the Director of Global Funds Services and Controls Operations performing independent monitoring and operational processes that manage and oversee our regulated funds business and deliver compliance with specific regulations such as financial crime, CASS, MiFID II and data protection.She has a track record of delivering change as well as significant process and control improvement across multiple regulations, asset classes, and
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geographies. Before joining Aviva, she was at PricewaterhouseCoopers, with experience in multi-national audit and transaction services in the UK and Romania. Ms McClellan holds a BA (Hons) in Banking & Finance from Loughborough University and is a member of the Institute of Chartered Accountants in England and Wales (ICAEW).
Mrs. Jill Barber
Mrs. Jill Barber Jill is a member of the Aviva Investors Executive Committee and is responsible for delivering client solutions globally, covering all channels. She leads the global teams covering Aviva Client, Institutional, Insurance and Wealth in the UK, Europe, Asia and North America. Jill also oversees Product Strategy, Central Distribution Solutions, Distribution Strategy and Planning, Investment and Client Communications.
P r i o r t o j o i n i n g A v i v a I n v e s t o r s i n 2 0 2 3 , J i l l w a s G l o b a l H e a d o f I n s t i t u t i o n a l S o l u t i o n s at at GAM Investments where she co-led the distribution function. She has also held senior roles at Jupiter Asset Management, Franklin Templeton Investments, Hermes Fund Management and Fidelity International and has demonstrable success in delivering business growth.
Jill passionately believes in a client-centred culture. Through an investment management c a r e e r o f o v e r 2 5 y e a r s , J i l l h a s a n a rr rr a y o f e x p e r i e n c e , s p a n n i n g b u s i n e s s d e v e l o p m e n t , c l i e n t relationship management and consultant relations.
Jill holds a BA(Hons) in French from the University of Canterbury, a Licence de L e t t r e s M o d e rn rn e s fr fr o m t h e U n i v e r s i t é d e G r e n o b l e a n d a P o s t G r a du du a t e D i p l o m a i n E u r o p e a n Management from Royal Holloway, University of London. She also holds the Investment Management Certificate.
Investment Manager and Distributor
The Manager has delegated the powers of investment management of the assets of each Sub Fund to Aviva Investors Global Services Limited in accordance with the Investment Management Agreement. In addition, Aviva Investors Global Services Limited also acts as a Distributor of Shares in the Fund.
Aviva Investors Global Services Limited whose principal office is situated at 80 Fenchurch Street, London EC3M 4AE, United Kingdom is a company established under the laws of England and Wales and is a wholly owned subsidiary of Aviva Investment Holdings Limited. Aviva Investors Global Services Limited is regulated in the UK by the Financial Services Authority and is also registered with the U.S. Securities and Exchanges Commission. As at 31 March 2023 the Aviva Investors group of companies had € 257,560,480,847 in assets under management . Aviva Investors Global Services Limited has been managing mutual funds since 1970.
The Investment Manager may delegate some or all of its duties and obligations in respect of one or all of the Sub-Funds to one or more sub-investment managers whose fees will be discharged by the Investment Manager and not by the relevant Sub-Fund(s). Details of all such sub-investment managers appointed by the Investment Manager will be provided to Shareholders on request and will be disclosed in the periodic reports of the Fund.
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Depositary
The Fund has appointed the Bank of New York Mellon SA/NV, Dublin Branch as depositary of the Company pursuant to the Depositary Agreement with responsibility for acting as depositary of each Fund. The Depositary is a limited liability company established in Belgium on 30 September 2008. The principal activity of the Depositary is asset servicing, which is provided to both third party and to internal clients within The Bank of New York Mellon group. The Depositary is regulated and supervised as a significant credit institution by the European Central Bank (ECB) and the National Bank of Belgium (NBB) for prudential matters and under the supervision of the Belgian Financial Services and Markets Authority (FSMA) for conduct of business rules.
The Depositary is a wholly-owned indirect subsidiary of The Bank of New York Mellon Corporation. BNY Mellon is a global financial services company focused on helping clients manage and service their financial assets, operating in 35 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing superior asset management and wealth management, asset servicing, issuer services, clearing services and treasury services through a worldwide client-focused team.
The Duties of the Depositary
The Depositary acts as the depositary of the Sub-Funds for the purposes of the Regulations and, in doing so, shall comply with the provisions of the Regulations. In this capacity, the Depositary's duties include, amongst others, the following:
(i) ensuring that each Fund’s cash flows are properly monitored, and that all payments made by or on behalf of investors upon the subscription of Shares of the Sub-Funds have been received;
(ii) safekeeping the assets of the Sub-Funds, which includes (a) holding in custody all financial instruments that can be registered in a financial instrument account opened in the Depositary’s books and all financial instruments that can be physically delivered to the Depositary; and (b) for other assets, verifying the ownership by the Company of such assets and the maintenance of a record accordingly (the "Safekeeping Function");
(iii) ensuring that the sale, issue, re-purchase, redemption and cancellation of Shares of each Fund are carried out in accordance with the Regulations and the Articles;
(iv) ensuring that the value of the Shares of each Fund is calculated in accordance with the Regulations and the Articles;
(v) carrying out the instructions of the Manager and the Company unless such instructions conflict with the Regulations or the Articles;
(vi) ensuring that in transactions involving each Fund’s assets any consideration is remitted to the relevant Fund within the usual time limits; and
(vii) ensuring that the Sub-Funds' income is applied in accordance with the Regulations and the Articles.
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Apart from cash (which shall be held and maintained in accordance with the terms of the Regulations), all other assets of the Sub-Funds shall be segregated from the assets of the Depositary, its sub-custodians and from assets held as a fiduciary, custodian or otherwise by the Depositary or sub-custodians or both for other customers. The Depositary shall maintain its records which relate to the assets attributable to each Fund so as to ensure that it is readily apparent that the assets are held solely on behalf of and belong to the Fund and do not belong to the Depositary or any of its affiliates, sub-custodians or delegates or any of their affiliates.
The Depositary has entered into sub-custody agreements delegating the performance of its Safekeeping Function in certain agreed markets to the sub-custodians as set out in Schedule III. The liability of the Depositary will not be affected by the fact that it has entrusted the Safekeeping Function to a third party.
The Depositary must ensure that the sub-custodians:
(i) have adequate structures and expertise;
(ii) in circumstances where custody of financial instruments is delegated to them, are subject to effective prudential regulation, including minimum capital requirements, and supervision in the jurisdiction concerned, as well as an external periodic audit to ensure that the financial instruments are in their possession;
(iii) segregate the assets of the Depositary’s clients from their own assets and assets of the Depositary in such a way that such assets can, at any time, be clearly identified as belonging to the Depositary’s clients;
(iv) ensure that in the event of their insolvency, assets of the Company held by the sub custodians are unavailable for distribution among, or realisation for the benefit of, creditors of the sub-custodians; and
(v) are appointed by way of a written contract and comply with the general obligations and prohibitions in relation to the Safekeeping Function, reuse of assets and conflicts of interest.
Where the law of a third country requires that certain financial instruments be held in custody by a local entity and no local entities are subject to effective prudential regulation, including minimum capital requirements and supervision in the jurisdiction concerned, the Company may instruct the Depositary to delegate its functions to such a local entity only to the extent required by the law of the third country and only for as long as there are no local entities that satisfy the aforementioned regulation, capital and supervision requirements. In the event that custody is delegated to such local entities, prior Shareholder notice will be provided advising of the risks involved in such delegation.
Please refer to the section of this Prospectus entitled ‘Conflicts of Interest’ for details of potential conflicts that may arise involving the Depositary.
The Depositary must ensure that the assets of the Sub-Funds held in custody by the Depositary shall not be reused by the Depositary, or by any third party to whom the custody function has been delegated, for their own account. Reuse comprises any transaction of assets of the Sub Funds held in custody including, but not limited to, transferring, pledging, selling and lending.
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Reuse of the assets of a Fund held in custody is only allowed where:
(a) the reuse of the assets is carried out for the account of the Fund;
(b) the Depositary is carrying out the instructions of the Manager on behalf of the Fund;
(c) the reuse is for the benefit of the Fund and the interest of the investors in the Fund; and
(d) the transaction is covered by high quality and liquid collateral received by the Fund under a title transfer arrangement with a market value at all times at least equivalent to the market value of the reused assets plus a premium.
The Depositary is liable to the Sub-Funds for the loss of financial instruments of the Sub-Funds which are held in custody as part of the Depositary’s Safekeeping Function (irrespective of whether or not the Depositary has delegated its Safekeeping Function in respect of such financial instruments) unless it can prove that the loss of financial instruments held in custody has arisen as a result of an external event beyond its reasonable control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary. This standard of liability only applies to assets capable of being registered or held in a securities account in the name of the Depositary or a sub-custodian and assets capable of being physically delivered to the Depositary. The Depositary shall also be liable to the Sub-Funds for all other losses suffered as a result of the Depositary’s negligent or intentional failure to properly fulfil its obligations pursuant to the Regulations.
The Depositary Agreement provides that the Company will be liable to the Depositary for any losses that may imposed on, suffered by or asserted against the Depositary in connection with or arising out of the Depositary’s proper performance of its obligations and that the Company will indemnify the Depositary against, and hold it harmless from, any losses arising from third party claims that may be suffered by or asserted against the Depositary in connection with or arising out of the Depositary’s proper performance of its obligations.
Up-to-date information regarding the Depositary including the duties of the Depositary, the delegation arrangements and any conflicts of interest that may arise shall be made available to investors upon request to the Manager.
Administrator
The Manager has appointed BNY Mellon Fund Services (Ireland) Designated Activity Company to act as administrator, registrar and transfer agent of the Company with responsibility for performing the day to day administration of the Company, including the calculation of the Net Asset Value and the Net Asset Value per Share of each Fund.
The Administrator is a private limited company incorporated in Ireland on 31st May 1994 and is engaged in the provision of fund administration, accounting, registration, transfer agency and related shareholders services to collective investment schemes and investment funds. The Administrator is a wholly owned indirect subsidiary of The Bank of New York Mellon Corporation. The Administrator is authorised by the Central Bank under the Investment Intermediaries Act, 1995. Investment Objective and Policies
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The Articles provide that the investment objective and policies for each Sub-Fund will be formulated by the Directors at the time of the creation of that Sub-Fund. Details of the investment objective and policies for each Sub-Fund of the Fund appear in the relevant section of Part 1 for the relevant Sub-Fund.
Any change in the investment objective or material change to the investment policies of a Sub Fund may only be made with the approval of an ordinary resolution of the Shareholders of the Sub-Fund. In the event of a change of investment objective and/or policies of a Sub-Fund, the Manager will ensure that a reasonable notification period must be given to each Shareholder of the Sub-Fund to enable a Shareholder to have its Shares redeemed prior to the implementation of such change.
In the event that the Fund utilises financial derivative instruments for a sub-fund, the Fund will upon request provide information to Shareholders on the risk management methods employed in respect of the relevant Sub-Fund including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments.
Efficient Portfolio Management
Subject to the Regulations and to the conditions within the limits laid down by the Central Bank from time to time, the Fund, on behalf of a Sub-Fund may employ techniques and instruments including financial derivative instruments solely for the purposes of (i) the reduction of risk, (ii) the reduction of costs, and/ or (iii) the generation of additional capital or income for the Fund with no, or with an acceptably low level of, risk subject to the provisions set out in the relevant section of Part 1 for the relevant Sub-Fund. Where the Sub-Fund utilises financial derivatives instruments, such instruments will be dealt in on a regulated market specified in the Articles and/or over the counter derivatives “OTCs”.
The following is a description of the types of financial derivative instruments which may be used by a Sub-Fund where provided for in relevant section of Part 1 relating to such Sub-Fund:
Currency Swaps
In a standard swap transaction, two parties agree to exchange returns (or differentials in rates of return) calculated with respect to a notional amount, e.g. the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency. Swaps in which a Sub-Fund may invest include currency swaps. A currency swap is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies.
Currency Forwards
A forward contract locks in the price at which an asset may be purchased or sold on a future date. A Sub-Fund may buy and sell currencies on a spot and forward basis, subject to the limits and restrictions adopted by the Central Bank from time to time to reduce the risks of adverse changes in exchange rates. A forward currency exchange contract, which involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract, reduces a Sub-Fund's exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will receive for the duration of the contract. A contract to sell currency would limit any potential gain, which might be realised
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if the value of the hedged currency increases.
Futures
Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market (where permitted by the investment policies and restrictions for a Sub Fund). Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract's delivery date.
Options
The seller (writer) of a call option which is covered (i.e. the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically-unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire investment in the call option. The seller (writer) of a put option which is covered (i.e. the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option.
A Sub-Fund may enter into these contracts to hedge against exchange risk. Suitable hedging transactions may not be available in all circumstances and there can be no assurance that the Sub-Fund will engage in such transactions at any given time or from time to time.
Operational Costs/Fees
Direct and indirect operational costs and/or fees arising from the use of techniques and instruments for Efficient Portfolio Management purposes on behalf of a Sub-Fund may be deducted and the Manager will ensure that the balance of such revenue is delivered to the relevant Sub-Fund. These costs and/or fees will be charged at normal commercial rates and will not include hidden revenue.
Where applicable, the entities to which such direct and indirect operational costs and/or fees have been paid during the annual period to the relevant accounting year end of the Fund (including whether such entities are related to the Fund or Depositary) will be disclosed in the annual report for such period.
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Collateral Policy – Money Market Funds
1. Repurchase Agreements
1.1. Where a Money Market Fund enters into a repurchase agreement, it shall be in accordance with the following conditions:
a) The repurchase agreement will be used on a temporary basis, for no more than 7 working days and shall only be used for liquidity management purposes and not for investment purposes other than as referred to in point (c);
b) The counterparty receiving the assets transferred by the Money Market Fund as collateral under the repurchase agreement shall be prohibited from selling, investing, pledging or otherwise transferring those assets without the prior consent of the Money Market Fund;
c) The cash received by the Money Market Fund as part of the repurchase agreement must be able to be:
i. placed on deposits in accordance with (f) of Article 50 of the UCITS V Directive; or ii. invested in assets referred to Article 15 (6) of the Money Market Fund Regulation, but shall not otherwise be invested in eligible assets as referred to in Article 9 of the Money Market Fund Regulation, transferred or otherwise reused;
d) the cash received by the Money Market Fund as part of the repurchase agreement does not exceed 10% of its assets;
e) the Money Market Fund has the right to terminate the agreement at any time upon giving prior notice of no more than 2 working days.
2. Reverse Repurchase Agreements
2.1. Where a Money Market Fund enters into a reverse repurchase agreement, it shall be in accordance with the following conditions:
a) the Money Market Fund has the right to terminate the agreement at any time upon giving prior notice of no more than 2 working days;
b) the market value of the assets received as part of the reverse repurchase agreement is at all times at least equal to the value of the cash paid out.
2.2. The assets received by a Money Market Fund as part of a reverse repurchase agreement shall not be sold, reinvested, pledged or otherwise transferred.
2.3. Securitisations (as defined in Article 4(1)(61) of Regulation EU 575/2013) and ABCPs shall not be received by a Money Market Fund as part of a reverse repurchase
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agreement.
2.4. The assets received by a Money Market Fund as part of a reverse repurchase agreement shall be sufficiently diversified with a maximum exposure to a given issuer of 15% of the Money Market Fund's Net Asset Value, except where those assets take the form of money market instruments that fulfil the requirements of Article 17(7) of the Money Market Fund Regulation. In addition, the assets received by a Money Market Fund as part of a reverse repurchase agreement shall be issued by an entity that is independent from the counterparty and is expected not to display a high correlation with the performance of the counterparty.
2.5. Where a Money Market Fund enters into a reverse repurchase agreement it shall ensure that it is able to recall the full amount of cash at any time on either an accrued basis or a mark-to-market basis. When cash is recallable at any time on a mark-to market basis, the mark-to-market value of the reverse repurchase agreement shall be used for calculation of the Net Asset Value of the Money Market Fund.
2.6. By way of derogation from paragraph 2.2. above, a Money Market Fund may receive as part of a reverse repurchase agreement, liquid transferable securities or money market instruments other than those that fulfil the requirements set out in Article 10 provided that those assets comply with one of the following conditions:
a) They are issued or guaranteed by the European Union, a central authority or central bank of a Member State, the European Central Bank, the European Investment Bank, the European Stability Mechanism or the European Financial Stability Facility provided that a favourable assessment has been received pursuant to Articles 19 to 22 of the Money Market Fund Regulation.
b) They are issued or guaranteed by a central authority or central bank of a third country, provided that a favourable assessment has been received pursuant to Article 19 to 22 of the Money Market Fund Regulation.
The assets received as part of the reverse repurchase agreement in accordance with the first subparagraph of this paragraph shall fulfil the requirements of Article 17(7) of the Money Market Fund Regulation.
Collateral Policy – Non Money Market Funds
1. Permitted Types of Collateral
1.1. Non-Cash Collateral
1.1.1. Liquidity : Non-cash collateral should be highly liquid and traded on a regulated market or multilateral trading facility with transparent pricing in order that it can be sold quickly at a price that is close to pre-sale valuation. Collateral received should also comply with the provisions of Regulation 74 of the UCITS Regulations (sections 5.1-5.3 in the section entitled “Investment Restrictions, General Provisions” above);
1.1.2. Valuation : Collateral should be valued on at least a daily basis and assets that
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exhibit high price volatility should not be accepted as collateral unless suitably conservative haircuts are in place;
1.1.3. Issuer credit quality : Collateral received should be of high quality. The Fund shall ensure that: (a) where the issuer was subject to a credit rating by an agency registered and supervised by ESMA that rating shall be taken into account by the Fund in the credit assessment process;
(b) where an issuer is downgraded below the two highest shot-term credit ratings by the credit rating agency referred to in (i) this shall result in a new credit assessment being conducted of the issuer by the Fund without delay
1.1.4. Correlation : Collateral received should be issued by an entity that is independent from the counterparty and is not expected to display a high correlation with the performance of the counterparty;
1.1.6 Diversification (asset concentration) :
(a) Subject to (b) below collateral should be sufficiently diversified in terms of country, markets and issuers with a maximum exposure to a given issuer of 20% of the Net Asset Value of the relevant Sub-Fund. When a Sub-Fund is exposed to different counterparties, the different baskets of collateral should be aggregated to calculate the 20% limit of exposure to a single issuer;
(b) A Sub-Fund may be fully collateralised in different transferable securities and money market instruments issued or guaranteed by a Member State, one or more of its local authorities, a third country, or a public international body to which one or more Member States belong. Such a Sub-Fund should receive securities from at least 6 different issues, but securities from any single issue should not account for more than 30% of a Sub-Fund's Net Value.
1.1.7 Immediately available : Collateral received should be capable of being fully enforced by the Fund at any time without reference to or approval from the relevant counterparty; and
1.1.8 Non-cash collateral received cannot be sold, pledged or reinvested by the Fund.
1.2. Cash collateral
1.2.1 Reinvestment of cash collateral must be in accordance with the following requirements:
1.2.2 cash received as collateral may only be invested in the following:
(a) deposits with a credit institution authorised in the European Economic Area (EEA) (EU Member States, Norway, Iceland, Liechtenstein), a credit institution authorised within a signatory state, other than an EU Member State or a Member State of EEA, to the Basle Capital Convergence Agreement of July 1988 (Switzerland, Canada, Japan, United States, UK) or a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand (the Relevant Institutions );
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(b) high quality government bonds;
(c) reverse repurchase agreements provided the transactions are with credit institutions subject to prudential supervision and the Fund is able to recall at any time the full amount of cash on an accrued basis;
(d)short-term money market funds as defined in the ESMA Guidelines on a Common Definition of European Money Market Funds (ref CESR/10-049);
1.2.3 invested cash collateral must be diversified in accordance with the requirements in section (A) 1.1.5 above;
1.2.4 invested cash collateral may not be placed on deposit with the counterparty or a related entity.
2. Level of collateral required
Unless otherwise specified in respect of a Sub-Fund in Part 1 of this Prospectus, the levels of collateral required are as follows:
Repurchase agreements at least 100% of the exposure to the counterparty Reverse repurchase agreements
at least 100% of the exposure to the counterparty Lending of portfolio securities
at least 100% of the exposure to the counterparty OTC derivatives Such collateral to ensure, in any event, that counterparty exposure is managed within the limits set out in Investment Restrictions above
3. Haircut policy
In advance of entering into OTC derivative transactions, repurchase and reverse repurchase agreements, the Investment Manager will determine what, if any, haircut may be required and is acceptable for each class of asset to be received as collateral, which will be set out in the agreement with the relevant counterparty or otherwise documented at the time of entering into such agreement. Such haircut will take into account the characteristics of the asset such as the credit standing or price volatility of the assets received as collateral and, where applicable, the outcome of any stress test performed in accordance with the Central Bank's requirements.
In the event that a Sub-Fund may enter into a securities lending transaction, the Investment Manager does not intend to apply a haircut to any non-cash assets received as collateral but instead, in accordance with market practice, intends to operate a policy of over-collateralisation whereby collateral will be marked to market on an on-going basis. Counterparties may be required to post additional collateral from time to time.
Securities Financing Transactions
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Subject to the requirements of the Central Bank, and, in the case of Money Market Funds, the Money Market Fund Regulation, and where specified in the relevant section of Part 1 for each Sub-Fund, each Sub-Fund may engage in repurchase agreements, reverse repurchase agreements and/or (save in the case of Money Market Funds) securities lending ( Securities Financing Transactions ) for efficient portfolio management purposes. The assets that can be subject to Securities Financing Transactions are the assets described in the investment policy for each Sub-Fund. The expected proportion of assets under management and the maximum proportion of assets under management that may be subject to reverse repurchase agreements is set out in the table below.
Expected Proportion of AUM subject to Securities Financing Transactions
Maximum Proportion of AUM subject to Securities Financing Transactions Reverse Repurchase Agreements
Between 0%-100% of Net Asset Value of the relevant Sub-Fund but in normal market conditions, the typical expected proportion of AUM would be the following: Aviva Investors Sterling Government Liquidity Fund
90% of Net Asset Value
Aviva Investors Sterling Liquidity Fund
15% of Net Asset Value Aviva Investors Sterling Liquidity Plus Fund
10% of Net Asset Value Aviva Investors Euro Liquidity Fund
10% of Net Asset Value Aviva Investors US Dollar Liquidity Fund
15% of Net Asset Value
100% of the Net Asset Value of the relevant Sub-Fund
Counterparties to the Sub-Funds may include central counterparties authorised or recognised by ESMA, credit institutions or entities that have an investment grade credit rating or are indemnified by an institution that has an investment grade credit rating. The Investment Manager will only select counterparties that are in a position to value transactions at least daily and to provide weekly valuations to the Investment Manager. The Sub-Funds may adopt collateral arrangements as described under the Collateral Policy section above in order to reduce exposure to any counterparties to Securities Financing Transactions. Cash will be valued at par value, other securities will be valued on a mark-to-market basis. Assets and collateral subject to Securities Financing Transactions will be held by the Depositary on behalf of the relevant Sub-Fund. The re-use of collateral is not permitted by the Sub-Funds. All proceeds of Securities Financing Transactions shall be allocated to the relevant Sub-Fund minus any reasonable costs borne by the Investment Manager, or fees and costs of third party agents which are not related to the Investment Manager, which shall be at normal commercial rates.
Borrowing and Lending Powers
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A Sub-Fund (that is not a Money Market Fund) may borrow up to 10 per cent of its net assets, provided this borrowing is on a temporary basis for the purpose of meeting redemption requests or defraying operational expenses. The Depositary may give a charge over the assets of the Fund in order to secure borrowings. Credit balances (e.g. cash) may not be offset against borrowings when determining the percentage of borrowings outstanding. Without prejudice to the powers of the Fund to invest in transferable securities, the Fund may not lend to, or act as guarantor on behalf of, third parties. A Sub-Fund may acquire debt securities and securities which are not fully paid.
A Sub-Fund may acquire foreign currency by means of a back-to-back loan agreement. Foreign currency obtained in this manner is not classed as borrowings for the purposes of the borrowing restriction provided that the offsetting deposit is denominated in the Base Currency of the Sub-Fund and equals or exceeds the value of the foreign currency loan outstanding. However, where foreign currency borrowings exceed the value of the back-to-back deposit, the Manager will ensure that any excess is regarded as borrowing for the purpose of this restriction.
Dividend Policy
The Directors decide the dividend policy and arrangements relating to each Sub-Fund and details are set out where applicable in the relevant section of Part 1 for the relevant Sub-Fund.
The Directors intend to operate a distribution policy designed to enable certain Sub-Funds to qualify as distributing funds for the purposes of United Kingdom taxation. In relation to these Sub-Funds, the Directors intend to distribute sufficient surplus net income to enable the relevant Sub-Fund to qualify as a distributing fund for the purposes of United Kingdom taxation as outlined in Part 1.
Under the Articles, the Directors are entitled to declare dividends as appear to the Directors to be justified out of the profits of the relevant Sub-Fund being: (i) the accumulated revenue (consisting of all revenue accrued including interest and dividends) less charges and expenses and/or (ii) realised and unrealised capital gains on the disposal/ valuation of investments and other funds less realised and unrealised accumulated capital losses of the relevant Sub-Fund.
Where the Directors consider the following action to be in the best interest of Shareholders, the Directors may temporarily or permanently alter the distribution policy of a class of distributing Shares to reflect that of accumulating Shares and, where the alteration is temporary, may revert back to the original distribution policy of the relevant class of distributing Shares where the Directors deem it appropriate to do so having regard to market conditions.
In the event that the Directors determine to change the dividend policy for a class of Shares on a permanent basis (to accumulating/distributing as appropriate), full details will be provided in an updated Prospectus and all relevant Shareholders will be notified in advance.
The Directors will be obliged and entitled to deduct an amount in respect of Irish taxation from any dividend payable to a Shareholder in any Sub-Fund who is or is deemed to be a Taxable Irish Person and pay such sum to the Irish tax authorities. Dividends not claimed within six years from their due date will lapse and revert to the relevant Sub-Fund.
Liquidity Management Procedures – LVNAV Sub-Funds
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The Manager applies the following liquidity management procedures for each LVNAV Sub Fund in order to ensure that there is sufficient liquidity available in those Sub-Funds to meet the weekly liquidity thresholds applicable in accordance with the Money Market Fund Regulation.
If the proportion of weekly maturing assets within the portfolio of a LVNAV Sub-Fund falls below (i) 30% of the total assets of that Sub-Fund, and the net daily redemptions on a single Dealing Day exceed 10% of the total assets of that Sub-Fund, the Investment Manager shall immediately inform the board of directors of the Manager. A documented assessment shall be completed of the situation to determine the appropriate course of action having regard to the interests of Shareholders of the relevant Sub-Fund together with the supporting rationale for that course of action. Following this assessment, the Manger, in conjunction with the Investment Manager shall consider, and if appropriate apply, one or more of the measures described below:
(a) application of an Anti-Dilution Levy for such LVNAV Sub-Fund on any redemption requests so that the cost incurred by the Sub-Fund to achieve liquidity to settle that redemption request and to ensure that Shareholders remaining in the Sub-Fund are not unfairly disadvantaged when other Shareholders redeem Shares during the period that the weekly liquidity is exceeded;
(b) impose a limit on the amount of Shares to be redeemed on any one Dealing Day to a maximum of 10 % of the Shares in the Sub-Fund for any period up to 15 Business Days;
(c) suspend redemptions for any period up to 15 Business Days; or
(d) take no immediate action other than fulfilling the obligations laid down in Money Market Fund Regulation.
If the proportion of weekly maturing assets within the portfolio of a LVNAV Sub-Fund falls below 10% of the total assets of that Sub-Fund, the Investment Manager shall immediately inform the board of directors of the Manager. A documented assessment shall be completed of the situation to determine the appropriate course of action having regard to the interests of Shareholders of the relevant Sub-Fund together with the supporting rationale for that course of action. Following this assessment, the Manger, in conjunction with the Investment Manager shall consider, and apply one or more of the measures described below and document the reasons for its choice:
(a) application of an Anti-Dilution Levy for such LVNAV Sub-Fund on any redemption requests so that the cost incurred by the Sub-Fund to achieve liquidity to settle that redemption request and to ensure that Shareholders remaining in the Sub-Fund are not unfairly disadvantaged when other Shareholders redeem Shares during the period that the weekly liquidity is exceeded; or
(b) suspend redemptions for any period up to 15 Business Days.
Internal Credit Quality Assessment Procedures – Money Market Funds
Internal Credit Quality Assessment Procedures
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The Investment Manager's analysts monitor holdings by reading regulatory filings, financial report and accounts, monitoring relevant security and industry news and events (through, for example, Bloomberg (or equivalent) and street (market) research), maintaining robust financial models, and keeping dialogue with management teams (earnings conference calls, phone calls, on-site visits, etc.) to continuously monitor portfolio holdings. This helps the Investment Manager stay dynamic with its investment recommendations and helps ensure the relevant Sub Funds' portfolios incorporate the securities with the optimal risk/return profile.
Internal rating
The internal rating conveys probability of default and loss given default over a two year horizon. To establish this rating, analysts conduct a detailed review of the company, including understanding key risks in the company’s business model, financials and financial policies, and ESG factors (as described below). The credit fundamental review process can be broadly separated into assessing the business risks inherent in the company’s operating model and the resultant financial risks. The Investment Manager does not rely on external credit ratings, and therefore undertakes internal rating assignments to act as an independent assessment of an issuer’s credit quality.
The review of financials is driven by detailed analysis of published statements and discussions with management with respect to financial policies, recent performance indicators and future performance outlook. Specific factors will vary across industries but will likely involve a mix of solvency/leverage measures, size and profitability measures, among other factors. Both cash flow and balance sheet risks are evaluated and important.
It is important to note that while the internal rating captures an assessment of borrower worthiness at a point in time there is a forward looking aspect to the rating, as the analyst will include their best estimate of where the fundamentals are heading over the time horizon, given all available information. The internal rating captures where the analyst sees the issuer heading in the long-term.
The internal rating is expressed on a scale comparable to those used in the rating agencies, with iAAA being the highest, and iC- the lowest.
Fundamental (“F” score)
The factors driving the F score are similar to those considered by the internal rating, though the F score conveys the marginal change in fundamentals, therefore reflecting a six month time horizon. There may be periods where these two measures are at odds, as an analyst may see long-term improvements in an issuer who is subject to shorter-term cyclical deterioration. F scores provide the analyst's view of the direction and magnitude of change in underlying fundamentals at the issuer level over a six to twelve month time horizon. It is scored on a scale of 1 to 5, with 1 being an expected sharp deterioration and 5 being an expected sharp improvement.
Subscriptions and Redemptions Account
The Fund has established an Umbrella Cash Account through which all subscription, redemptions, dividends or cash distributions payable to or from a Sub-Fund are channelled and managed.
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The Umbrella Cash Account is an asset of the Fund held in the name of the Depositary. As an asset of the Fund, the Depositary is subject to specific requirements in respect of the Umbrella Cash Account under the UCITS Regulations and is also subject to specific requirements in respect of the Umbrella Cash Account pursuant to the Central Bank's own requirements for such accounts. These obligations include the requirement for the Depositary to have clear oversight and monitor the Fund's cash flows as well as be informed about all payments made by or on behalf of investors upon the subscription of Shares in a Sub Fund. In addition, the Fund, the Administrator and the Depositary have a policy in place in respect of the maintenance and monitoring of the Umbrella Cash Account which is reviewed at least annually and provides for daily reconciliation of the Umbrella Cash Account against the Fund's records.
As the Umbrella Cash Account is maintained at the level of the Fund rather than each Sub Fund, investors should be aware of the following risk which reflect the fact that the Fund is an umbrella fund with a number of Sub-Funds:
-subscription monies received in respect of a Sub-Fund in advance of the issue of Shares will be held in the Umbrella Cash Account in the name of the Depositary on behalf of the Fund and will be treated as an asset of the relevant Sub-Fund. Investors will be unsecured creditors of the relevant Sub-Fund with respect to the amount subscribed and held in the Umbrella Cash Account until Shares are issued on the Dealing Day. As such, investors will not benefit from any appreciation in the Net Asset Value of the relevant Sub-Fund or any other Shareholder rights (including dividend entitlement) until such time as Shares are issued on the relevant Dealing Day. In the event of an insolvency of the Fund or the Sub-Fund, there is no guarantee that the Fund or the Sub-Fund will have sufficient funds to pay unsecured creditors in full.
-issues of Shares and the payment of redemption proceeds and dividends in respect of a particular Sub-Fund is subject to receipt by the Administrator of the subscription documents (with the original, where required, to follow by post) and compliance with all anti-money laundering/ financial crime procedures and any further particulars detailed in the section entitled “Share Dealings” of this Prospectus. Notwithstanding this, redeeming Shareholders will cease to be Shareholders, with regard to the redeemed Shares, and will be unsecured creditors of the particular Sub-Fund, from the relevant Dealing Day. Pending redemptions and distributions, including blocked redemptions or distributions, will, pending payment to the relevant Shareholder, be held in the Umbrella Cash Account in the name of the Depositary on behalf of the Fund. Redeeming Shareholders and Shareholders entitled to such distributions will be unsecured creditors of the relevant Sub-Fund, and will not benefit from any appreciation in the Net Asset Value of the Sub-Fund or any other Shareholder rights (including further dividend entitlement), with respect to the redemption or distribution amount held in the Umbrella Cash Subscriptions and Redemptions Account. In the event of an insolvency of the relevant Sub-Fund or the Fund, there is no guarantee that the Sub-Fund or the Fund will have sufficient funds to pay unsecured creditors in full. Redeeming Shareholders and Shareholders entitled to distributions should ensure that any outstanding documentation and information is provided to the Administrator promptly. Failure to do so is at such Shareholder’s own risk.
- in the event of the insolvency of another Sub-Fund of the Fund (the Insolvent Fund ), recovery of any amounts held in the Umbrella Cash Subscriptions and Redemptions Account to which another Sub-Fund is entitled (the Entitled Fund ), but which may have transferred to the Insolvent Fund as a result of the operation of the Umbrella Cash Subscriptions and Redemptions Account, will be subject to the principles of Irish insolvency law and the terms
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and conditions for the Umbrella Cash Subscriptions and Redemptions Account. There may be delays in effecting and / or disputes as to the recovery of such amounts, and the Insolvent Fund may have insufficient funds to repay amounts due to the Entitled Fund.
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________________________________________________________________ TOKEN CLASSES
___________________________________________________________________________
Token Classes have been established in certain Sub-Funds of the Company, in respect of which Digital Tokens will be issued pursuant to the Tokenisation Model described below.
Tokenisation Model
In the Tokenisation Model, the T Shares operate in the same manner as other Shares of the Sub-Funds. Digital Tokens issued in relation to the T Shares do not constitute separate or standalone instruments. Each Digital Token represents, and is at all times directly linked to, a corresponding traditional share of the Fund and cannot exist independently of such traditional share. Traditional share dealing processes are operated by the Administrator, and dealing in T Shares is reflected in the Share Register of the relevant Sub-Fund. Upon an investor making a valid subscription for T Shares with the Company through the Administrator, corresponding Digital Tokens are Minted showing the Token Shareholder as the holder of Digital Tokens signifying their holding of T Shares in the Sub-Fund. Similarly, upon the making of a valid redemption for T Shares with the Company through the Administrator, corresponding Digital Tokens are Burned to show that the Token Shareholder no longer holds the relevant Digital Tokens signifying its holding of the T Shares in the Sub-Fund which it has just redeemed.
The records on XRPL of the holders of the Digital Tokens are consistent with the Share Register maintained by the Administrator in respect of each of the Token Share Classes. The Share Register maintained by the Administrator (which remains the authoritative register of record) and the records of the holders of the Digital Tokens on XRPL are reconciled on a daily basis by the Manager. The Administrator reconciles the Share Register with the cash collection accounts used in respect of the Token Share Classes daily, and shares this reconciliation with the Manager to facilitate the daily reconciliation of the Share Register and the records of the holders of the Digital Tokens on XRPL.
Transfers by investors of the T Shares and Digital Tokens signifying a holding of T Shares are not possible in this Tokenisation Model. Investors may only subscribe and redeem their T Shares through the Administrator and are not entitled to transfer T Shares and Digital Tokens.
Issue and Redemption of T Shares and the corresponding Digital Tokens
Issue
In order to subscribe for T Shares an investor must set up user accounts with each of the Digital Custodian and the Tokenisation Platform, and must also complete the standard application and investor onboarding process with the Administrator in respect of its subscription for the T Shares as further described in the “Share Dealings” section of the Prospectus. Once the investor is onboarded by the Administrator, and has set up user accounts with the Digital Custodian and the Tokenisation Platform, the investor can request to make a subscription in the T Shares through the Administrator. Subscriptions in the T Shares will continue to be effected through the traditional “off chain” processes operated by the Administrator. Investors may not initiate subscriptions for T Shares through the Tokenisation Platform or their Digital Tokens.
Digital Tokens will be Minted and issued to the Token Shareholder after the issue of the T
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Shares. Digital Tokens will be held in custody with the Digital Custodian on behalf of the investor. The Minting of the Digital Tokens initially on the Tokenisation Platform, and then in the Digital Wallets maintained with the Digital Custodian, will be executed once the subscription monies have been received.
Redemption
A redemption request in respect of T Shares (like a subscription request in respect of T Shares) must be processed by the Administrator and reflected in the Share Register before Digital Tokens are respectively Burned. Investors may not initiate redemptions of T Shares through the Tokenisation Platform or their Digital Tokens.
The Burning of the Digital Tokens initially on the Tokenisation Platform, and then in the Digital Wallets maintained with the Digital Custodian, once the redemption request is processed.
Conditions for issue of T Shares and Digital Tokens
In order for investors to be issued T Shares and corresponding Digital Tokens the following pre-conditions will need to be satisfied:
a) the investor has successfully onboarded with the Digital Custodian, cleared the Digital Custodian’s AML/KYC, and anti-sanctions screening checks, and created a Digital Wallet with the Digital Custodian in accordance with the Digital Custodian’s terms and conditions.;
b) the investor has completed onboarding on the Tokenisation Platform and is recognised as an eligible institutional investor (Professional Client under MiFID II, or applicable equivalent in its jurisdiction of establishment). The investor has cleared the Tokenisation Platform Provider’s AML/KYC and anti-sanctions screening checks and Digital Wallet validation with the Digital Custodian has been completed and recorded;
c) the investor has submitted a completed Application Form to the Administrator and satisfactorily cleared the Company’s AML/KYC and anti-sanctions screening checks and investor onboarding requirements applied by the Administrator as described in the section entitled ‘‘Share Dealings’’ of this Prospectus; and
d) the investor has agreed with each of the Company, the Digital Custodian and the Tokenisation Platform to the terms and conditions applicable to the Token Share Classes (as detailed in the Prospectus, the memorandum and articles of association of the Company and the Application Form) and terms and conditions applicable to the corresponding Digital Tokens as detailed in the Digital Custodian’s and tfhe Tokenisation Platform Provider’s respective client agreements and terms and conditions.
In order to hold T Shares the Token Shareholder must:
a) have and maintain an active user account and Digital Wallet with the Digital Custodian, and an active user account with the Tokenisation Platform throughout the period of its holding of T Shares; and
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b) agree not to exercise its right to transfer the T Shares that it holds, such that the Token Shareholder may only subscribe and redeem T Shares with the Company, but may not transfer T Shares. The T Shares will remain transferable subject to Director consent, similar to other classes of Shares issued by the Company and the Sub-Funds.
Tokenisation Platform Provider
LiCuido Limited is appointed by the Company to operate the Tokenisation Platform and make Digital Tokens available to Token Shareholders. The Tokenisation Platform Provider acts solely on instruction of the Company and the Manager in its role as UCITS management company, on behalf of the Company in respect of all Digital Token actions including Minting and Burning. Investors can view their Digital Tokens on the Tokenisation Platform.
Digital Custodian
Komainu (Jersey) Limited is appointed as Digital Custodian with responsibility for holding the Digital Tokens of each Token Shareholder in custody. The Digital Custodian maintains on-chain Digital Wallets for each Token Shareholder (issued in respect of its holding in T Shares). ‘Minted’ Digital Tokens will be issued to the investor’s Digital Wallet with the Digital Custodian upon a subscription for T Shares. Similarly, upon a redemption of T Shares, Digital Tokens will be withdrawn from the investor’s Digital Wallet for ‘Burning’.
Use of Blockchain Distributed Ledger Technology (DLT)
The Digital Tokens are issued and recorded on XRP Ledger which is a blockchain distributed ledger technology or DLT organising data into a linked chain of blocks. Digital Wallets will be hosted on this network.
XRP Ledger is a blockchain distributed ledger which securely records transactions between two parties in a verifiable and append-only manner using cryptographic techniques. Transactions on DLT are verified and authenticated by computers on the network, which receive, propagate, verify, and execute these transactions. This authentication process in respect of a transaction before it is recorded in the DLT ensures that only valid and authorized transactions are permanently recorded on the DLT in groups of transactions. Each DLT network operates based on software source code that defines and governs its cryptographic system for transaction verification.
The Digital Token security model is based on cryptographic key management technology designed to enable the safe use of Digital Tokens on a distributed ledger through the Token Key. The private cryptographic Token Key associated with the Digital Tokens is managed using hardware security modules (“HSMs”). The private Token Keys are encrypted and stored in the HSM. Access to the Token Keys stored in the HSM goes through strict governance policies, requiring multiple approvals to be collected before transactions are signed and broadcast to the distributed ledger.
Public blockchain networks such as XRP Ledger require the payment of transaction fees to validate transactions. These fees are used to carry out the maintenance of the network and to help protecting it from frivolous or malicious activity. The Manager or Tokenisation
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Platform Provider will discharge any such fees associated with the transactions in Digital Tokens under the Company’s Tokenisation Model. Investors in the Token Share Classes will not be required to purchase any native digital assets to transact on the blockchain XRP Ledger.
The Company and/or the Manager reserve the right to reassess the suitability of XRP Ledger as the blockchain network in use in the Company’s Tokenisation Model, and/ or to add other blockchain networks to compliment or replace the use of XRP Ledger as the blockchain network in use in the Company’s Tokenisation Model.
The use of blockchain technology remains relatively new within the fund management industry and carries specific risks, which are further outlined in the section entitled “Risk Factors Relating to the Token Share Classes and Digital Tokens” in the “Risk Factors” section of this Prospectus.
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__________________________________________________________________________ RISK FACTORS
___________________________________________________________________________
Persons considering purchasing Shares should inform themselves as to (i) the legal requirements within their own countries for the purchase of Shares, (ii) any foreign exchange restrictions which may be applicable and (iii) the income and other tax consequences of purchase and redemption of Shares.
General
The investments of a Sub-Fund in securities are subject to normal market fluctuations and other risks inherent in investing in securities. The value of investments and the income from them, and therefore the value of and income from Shares relating to each Sub-Fund can go down as well as up and an investor may not get back the amount he invests. Changes in exchange rates between currencies or the conversion from one currency to another may also cause the value of the investments to diminish or increase. The value of Shares expressed in a currency other than the Base Currency will be subject to exchange rate risk in relation to the Base Currency.
Segregated Liability between the Funds
Each Sub-Fund is a segregated portfolio of assets and will accordingly bear its own liabilities and will be solely liable to third parties for all of the liabilities of the relevant Sub-Fund. While the provisions of the Companies Act 2014 provide for segregated liability between Sub-Funds, these provisions have yet to be tested in foreign courts, in particular, in satisfying local creditor claims. At the date of this Prospectus, the Directors are not aware of any such existing or contingent liability.
Control of Investments
The Fund and the Investment Manager will not have control over the activities of any company or collective investment scheme invested in by a Sub-Fund. Managers of collective investment schemes and companies in which a Sub-Fund may invest may manage the collective investment schemes or be managed in a manner not anticipated by the Fund or the Investment Manager.
Conflict of Interest Risk
Subject to the Regulations, and, in the case of Money Market funds, the MMFR, a Sub-Fund may invest a portion of its assets in unquoted investments. The Fund may consult the Manager and/or the Investment Manager with respect to the valuation of unquoted investments. There is an inherent conflict of interest between the involvement of the Manager and the Investment Manager in determining the valuation price of a Sub-Fund’s unquoted investments and the Manager's and the Investment Manager’s other responsibilities. Furthermore, as the fees of the Manager and the Investment Manager are based on the Net Asset Value, if the Net Asset Value increases so too does the fees payable to such parties and accordingly there is a conflict of interest for the Manager and the Investment Manager in determining the valuation price of a Sub-Fund’s investments.
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Witholding Tax
The income and gains of a Sub-Fund from its assets may suffer withholding tax which may not be reclaimable in the countries where such income and gains arise. If this position changes in the future and the application of a lower rate results in a repayment to the relevant Sub-Fund, the Net Asset Value will not be re-stated and the benefit will be allocated to the existing Shareholders rateably at the time of repayment.
Stocklending Risk
Subject to the Regulations, a Sub-Fund (that is not a Money Market Fund), where specified in the relevant section of Part 1, may enter into stocklending arrangements for Efficient Portfolio Management purposes and there are risks in the exposure to market movements if recourse has to be had to collateral, or if there is fraud or negligence on the part of the Depositary, Investment Manager or lending agent. In addition there is an operational risk associated with marking to market daily valuations and there are the potential stability risks of providers of collateral. The principal risk in such stocklending arrangements is the insolvency or default of the borrower. In this event the Sub-Fund could experience delays in recovering its securities and such event could possibly result in capital losses. As with any extensions of credit, there are risks of delay and recovery. For securities lending made with connected persons of the Depositary, it must be made on arm’s length commercial terms and the Depositary’s written consent is required. Investors should refer to the section entitled “Portfolio Transactions and Conflicts of Interest” below for further details.
Collateral Risk
Cash received as collateral may be invested in other eligible securities, including shares of a short term money market fund in accordance with the requirements of the Central Bank, and, in the case of a Money Market Fund, the requirements set out in the Money Market Fund Regulation. Investing this cash subjects that investment, as well as any securities loaned, to market appreciation or depreciation and the risks associated with such investments, such as failure or default of the issuer of the relevant security.
Repurchase Agreements
Subject to the conditions and limits set out in the Central Bank UCITS Regulations, and, in the case of a Money Market Fund, the requirements set out in the Money Market Fund Regulation, a Sub-Fund may enter into repurchase agreements, where specified in the relevant section of Part 1 for each Sub-Fund. The value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. If the other party to a repurchase agreement should default, the Sub-Fund might suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Fund in connection with the refuted repurchase agreement are less than the repurchase price. In addition, in the event of bankruptcy or similar proceedings of the other party to the repurchase agreement or its failure to repurchase the securities as agreed, the Sub-Fund could suffer losses, including loss of interest on or principal of the security and costs associated with delay and enforcement of the repurchase agreement.
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Reverse Repurchase Agreements
Reverse repurchase transactions involve risks in that (a) in the event of the failure of the counterparty with which cash of a Sub-Fund has been placed there is the risk that collateral received may realise less than the cash placed out, whether because of inaccurate pricing of the collateral, adverse market movements, a deterioration in the credit rating of issuers of the collateral, or the illiquidity of the market in which the collateral is traded; and that (b) (i) locking cash in transactions of excessive size or duration, (ii) delays in recovering cash placed out, or (iii) difficulty in realising collateral may restrict the ability of the Sub-Fund to meet redemption requests, security purchases or, more generally, reinvestment.
Derivatives Risk
While the prudent use of financial derivative instruments can be beneficial, it can also involve risks different from, and in certain cases greater than, the risks presented by more traditional investments. The use of techniques and instruments also involves certain special risks, including (1) dependence on the ability to predict movements in the prices of securities being hedged and movements in interest rates, (2) imperfect correlation between the hedging instruments and the securities or market sectors being hedged, (3) the fact that skills needed to use these instruments are different from those needed to select the Sub-Fund’s securities and (4) the possible absence of a liquid market for any particular instrument at any particular time, and (5) possible impediments to Effective Portfolio Management.
Futures
Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the Fund’s position with cash. They may carry a higher degree of risk. The gearing or leverage often obtainable in futures (where applicable) trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small market movement can lead to a proportionately much larger movement in the value of the Fund’s investment, and this can work against the Fund as well as for the Fund. Futures transactions have a contingent liability, and investors should be aware of the implications of this, in particular the margining requirements.
Options
The seller (writer) of a call option which is covered (i.e. the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically-unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire investment in the call option. The seller (writer) of a put option which is covered (i.e. the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying
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security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option.
Sustainability Risk
When considering Sustainability Risks, the Investment Manager primarily relies on its in-house Environmental, Social & Governance (ESG) analysis and climate risk indicators to categorise the potential level of Sustainability Risks in a Sub-Fund. Sustainability Risks may arise in respect of an issuer itself, its affiliates or in its supply chain and/or apply to a particular economic sector, geographic area or political region. Environmental risks, including risks arising from climate change, may be associated with events or conditions affecting the natural environment. Social risks may be internal or external to an issuer and may be associated with employees, local communities or customers of companies or populations of countries and/or regions. Governance risks may be associated with the quality, effectiveness and process for the oversight of day to day management of companies, or the governance structures of countries or regions.The level of Sustainability Risk may fluctuate depending on which counterparties and issuers the Investment Manager identifies. A Sub-Fund may be exposed to Sustainability Risks which may impact the value of its investments and may negatively impact upon the Net Asset Value and returns of the Sub-Fund.
Currency Risk
The Fund may from time to time utilise techniques and instruments to seek to protect (hedge) against currency fluctuations either on a spot basis or by buying currency exchange forward or swap contracts. Currency spot, forward or swap contracts do not eliminate fluctuations in the prices of a Sub-Fund's securities or in foreign exchange rates, or prevent loss if the prices of a Sub-Fund's securities should decline. Although these transactions are intended to minimise the risk of loss due to a decline in the value of hedged currency, they also limit any potential gain that might be realised should the value of the hedged currency increase. The precise matching of the relevant contract amounts and the value of the securities involved will not generally be possible because the future value of such securities will change as a consequence of market movements in the value of such securities between the date when the relevant contract is entered into and the date when it matures. The successful execution of a hedging strategy which matches exactly the profile of the investments of any Sub-Fund cannot be assured. It may not be possible to hedge against generally anticipated exchange rate fluctuations at a price sufficient to protect the assets from the anticipated decline in value of the portfolio positions as a result of such fluctuations. In addition, a Sub-Fund may be exposed to credit risks with regard to counterparties with whom the Fund trades as well as risks relating to settlement default. Such risks could result in substantial losses to a Sub-Fund.
Cyber Security Risk
The Fund and its service providers' use of internet, technology and information systems may expose the Fund and the Sub-Funds to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause a Sub-Fund and/or its service providers to suffer data corruption or lose operational functionality.
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Suspension of Redemptions
A LVNAV Money Market Fund or a Public Debt CNAV Money Market Fund will cease to be treated as such a Money Market Fund, in accordance with the Money Market Fund Regulations, when the period of suspension of redemptions exceeds 15 days in a 90 day period.
Pandemic Risk
An outbreak of an infectious disease, pandemic or any other serious public health concern could occur in any one or more jurisdictions in which a Sub-Fund may invest, leading to changes in regional and global economic conditions and cycles which may have a negative impact on the Fund’s investments and consequently its Net Asset Value. Any such outbreak may also have an adverse effect on the wider global economy and/or markets, such as the ability of exchanges to trade securities and clear and settle transactions, which may negatively impact a Sub- Fund’s investments more generally. In addition a serious outbreak of infectious disease may also be a force majeure event under contracts that the Fund or a Sub-Fund has entered into thereby relieving a counterparty of the timely performance of the services such counterparties have contracted to provide to a Fund or a Sub-Fund (the nature of the services will vary depending on the agreement in question).
Risk Factors Relating to the Token Share Classes and Digital Tokens
Investors in the Token Share Classes should carefully consider the following risk factors in addition to the general risk factors applicable to all Shares of the Sub-Funds. The risks described below relate specifically to the Token Share Classes and the Digital Tokens issued in respect of holdings of T Shares.
Nature and Status of Digital Tokens
Digital Tokens are issued on the XRP Ledger as a digital representation of an investor's holding of T Shares. A Digital Token does not itself constitute a share in the Company, a financial instrument or a transferable security; it is a record on the XRP Ledger that signifies the investor's holding of T Shares as recorded on the Share Register. There is no established legal precedent governing the characterisation of digital tokens of this nature. There is a risk that courts or regulatory authorities in Ireland or elsewhere may in future seek to classify or reclassify such digital tokens in a manner that imposes additional regulatory requirements, restricts their use, or creates adverse consequences for holders of T Shares. Investors' rights as shareholders derive solely from their holding of T Shares as recorded on the Share Register maintained by the Administrator, and not from the holding of Digital Tokens.
Distributed Ledger Technology and the XRP Ledger
Digital Tokens are issued and recorded on the XRP Ledger, a public distributed ledger technology network. The continued and proper functioning of the XRP Ledger is outside the control of the Company, the Manager and each of their respective service providers. The XRP Ledger is a decentralised network and there is no single entity responsible for its operation, maintenance or continued availability. If the XRP Ledger experiences technical failures, network disruptions, consensus protocol issues or prolonged downtime, investors' Digital Tokens may temporarily become inaccessible or the Minting and Burning of Digital Tokens
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may be delayed.
The XRP Ledger may also be subject to protocol upgrades, changes to the consensus mechanism, or forks (where the ledger splits into two or more separate chains). In the event of a fork or significant protocol change, there may be uncertainty as to the status or visibility of the Digital Tokens, which could result in temporary disruption to the Tokenisation Model. Whilst the XRP Ledger's consensus protocol is designed to resist permanent forks (which could occur if the blockchain splits into two or more separate chains), there can be no assurance that all such events will be resolved without operational impact.
A significant security breach, technical failure, or fraud affecting another blockchain network or a high-profile tokenised product could undermine broader confidence in distributed ledger technology as a whole. Such an event could lead to increased regulatory scrutiny of tokenised fund structures, reduced investor appetite for products involving distributed ledger technology, or reputational harm to the Company and its service providers, notwithstanding that the XRP Ledger and the Tokenisation Model were not directly affected.
Reconciliation of the Share Register and the XRP Ledger
The Share Register maintained by the Administrator is the sole authoritative record of ownership of T Shares for all legal purposes. The records of Digital Tokens on the XRP Ledger are reconciled by the Manager with the Share Register on a daily basis. There is a risk that discrepancies may arise between the Share Register and the XRP Ledger records due to delays in Minting or Burning of Digital Tokens, network or system outages, processing errors or failures in the reconciliation process itself. In the event of any discrepancy between the Share Register and the records on the XRP Ledger, the Share Register shall prevail and investors' rights shall be determined solely by reference to the Share Register. Discrepancies, if they arise, may result in a temporary mismatch between an investor's visible Digital Token balance and their actual shareholding.
Irreversibility of Blockchain Transactions
Transactions recorded on the XRP Ledger, including the Minting and Burning of Digital Tokens, are immutable and cannot be reversed once a ledger close has occurred. Unlike traditional fund administration systems, an error in the Minting or Burning process cannot be corrected by amending the original record. Any correction would require a subsequent offsetting transaction, with the original erroneous transaction remaining permanently visible on the ledger. In all cases, the Share Register will remain the sole authoritative record of ownership.
Custody Provider and Digital Wallet Risks
Investors in the Token Share Classes are required to hold their Digital Tokens in a Digital Wallet maintained with the Digital Custodian. If the Digital Custodian experiences an operational failure, a security breach, insolvency or ceases to provide custody services, investors' access to their Digital Tokens and their ability to view Digital Token balances on the Tokenisation Platform may be disrupted. However, as Digital Tokens are a representation of T Shares rather than the T Shares themselves, a disruption to Digital Token custody would not affect investors' ownership of or rights in respect of T Shares as recorded on the Share Register.
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Non-Transferability of T Shares and Digital Tokens
Investors may only subscribe for and redeem T Shares through the Administrator in accordance with the procedures set out in this Prospectus. There is currently no secondary market for T Shares or Digital Tokens. T Shares are not currently transferable.
Cybersecurity Risks
The Tokenisation Model introduces additional cybersecurity risks beyond those applicable to other Shares. The interaction between the Tokenisation Platform, the Digital Token custody infrastructure, the XRP Ledger and the Company's traditional fund operations creates multiple points of potential vulnerability. Risks include, but are not limited to, phishing or ransomware attacks targeting service providers or investors and the compromise of Token Keys.
A successful cyber-attack could result in disruption to the Minting and Burning of Digital Tokens, temporary loss of visibility of Digital Token balances, reputational damage to the Company or its service providers or delays in the reconciliation of records.
Data Privacy and Transparency on the XRP Ledger
Although no personal data is recorded on the XRP Ledger and investor identifiers are pseudonymised through Digital Wallet addresses, all Digital Token transaction data is permanently recorded on the XRP Ledger and is publicly visible. There is a risk that, through analysis of transaction patterns or correlation with other data sources, it may be possible to link a wallet address to an investor's identity. Once such a link is established, all historical and future Digital Token activity associated with that Digital Wallet address could become attributable to the investor.
Regulatory and Legal Uncertainty
The legal and regulatory framework governing distributed ledger technology, digital tokens and tokenised fund structures is evolving and may change in Ireland and other jurisdictions. Future developments could impose new requirements on the Company, its service providers or investors in respect of the Tokenisation Model, the Digital Tokens or the XRP Ledger, which could increase costs, restrict the operation of the Tokenisation Model or require changes to the terms of the Token Share Classes.
Investors in multiple jurisdictions may be subject to differing or uncertain regulatory treatment in respect of their holding of T Shares and Digital Tokens. The regulatory treatment of Digital Tokens in any given jurisdiction may differ from that in Ireland, and investors should take their own legal advice as to the implications of holding T Shares and the corresponding Digital Tokens in their jurisdiction of residence or domicile.
Tax Risks
The tax treatment of T Shares held in conjunction with Digital Tokens may be uncertain in certain jurisdictions. Tax authorities may adopt different positions as to whether the issuance, holding, or cancellation of a Digital Token alongside a Token Share gives rise to a taxable event or alters the tax treatment that would otherwise apply to the holding of shares in the Sub Funds. Investors should consult their own tax advisers regarding the tax consequences of
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investing in T Shares and holding the corresponding Digital Tokens, having regard to their particular circumstances.
Novel Technology
The Tokenisation Model uses relatively new technology. The processes, service providers and technology underpinning the Tokenisation Model have not been tested at scale or over a prolonged period in respect of this Company. Investors should be aware that the Tokenisation Model may be modified or discontinued at any time in response to technological, regulatory or operational developments.
Additional risk factors (if any) in respect of each Sub-Fund are set out the relevant section of Part 1 for the relevant Sub-Fund.
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__________________________________________________________________________ SHARE DEALINGS
___________________________________________________________________________
SUBSCRIPTION FOR SHARES
Purchases of Shares
Issues of Shares will normally be made with effect from a Dealing Day in respect of applications received on or prior to the Dealing Deadline. Dealing Days and Dealing Deadlines relating to each Sub-Fund are specified in the relevant section of Part 1 for each Sub-Fund. Applications for the issue of Shares may be submitted in writing, by facsimile, by telephone to the Fund care of the Administrator, or in certain circumstances by other electronic methods (save for applications for the issue of T Shares which may not be submitted by facsimile ot telephone), where specifically agreed to in advance by the Fund, provided in each case that an Application Form and any supporting documentation required with regard to anti-money laundering matters/ financial crime or otherwise, shall be submitted in the case of an initial application for Shares (with the original documentation, where required, to follow by post). In the case of retail investors, subscription requests must be sent through an independent financial adviser or other intermediary. However, this should not result in such investors paying more fees than otherwise would have been paid for a direct investment.
A subscription request in respect of T Shares must be processed by the Administrator in the manner described above and reflected in the Share Register and subscription confirmed before the Digital Tokens are then Minted. The Minting of the Digital Tokens initially on the Tokenisation Platform, and then in the Digital Wallets, will be executed once subscription monies have been received.
Applications received after the Dealing Deadline for the relevant Dealing Day shall, unless the Directors shall otherwise agree and provided they are received before the Valuation Point for the relevant Dealing Day, be deemed to have been received by the next Dealing Deadline. Applications will be irrevocable unless the Directors otherwise agree.
The Minimum Initial Subscription for Shares of each Sub-Fund that may be subscribed for by each investor on initial application is set out in the relevant section of Part 1 for the relevant Sub-Fund. Thereafter, existing Shareholders may make subscriptions for additional Shares of that Sub-Fund in the Minimum Additional Subscription (if any).
Fractions of not less than 0.001 of a Share may be issued. Subscription monies representing smaller fractions of Shares will not be returned to the applicant but will be retained as part of the assets of the relevant Sub-Fund.
The Application Form contains certain conditions regarding the application procedure for Shares in the Fund and certain indemnities in favour of the Fund, the Administrator, the Depositary, the Manager, the Investment Manager and the other Shareholders for any loss suffered by them as a result of certain applicants acquiring or holding Shares.
If an application is rejected, the Administrator at the risk of the applicant will return application monies or the balance thereof by telegraphic transfer to the account from which it was paid within 10 Business Days (as specified in in the relevant section of Part 1 for each Sub-Fund)
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of the rejection, at the cost and risk of the applicant.
Issue Price
During the Initial Offer Period for each Sub-Fund, the Initial Issue Price for Shares in the relevant Sub-Fund shall be the amount set out in the relevant section of Part 1 for the relevant Sub-Fund.
The issue price at which Shares of any Sub-Fund will be issued on a Dealing Day after the Initial Offer Period is calculated by ascertaining the Net Asset Value per Share of the relevant class on the relevant Dealing Day.
The Administrator may, in calculating the issue price, include in the issue price in respect of each Sub-Fund, for its own account, a charge sufficient to cover stamp duties and taxation (if any) in respect of the issue of Shares or certificates and delivery and insurance costs in respect of certificates.
No Preliminary Charge will be payable on the issue of Shares of the Fund.
Payment for Shares
Payment in respect of the issue of Shares must be made by the relevant Settlement Date by telegraphic transfer in cleared funds in the Base Currency of the relevant Sub-Fund. The Directors or their delegates may, at their discretion, accept payment in other currencies, but such payments will be converted into the relevant Base Currency at the then prevailing exchange rate available to the Administrator and only the net proceeds (after deducting the conversion expenses) will be applied towards payment of the subscription monies. This may result in a delay in processing the application.
If payment in full has not been received by the Settlement Date, or in the event of non-clearance of funds, all or part of any allotment of Shares made in respect of such application may, at the discretion of the Directors, be cancelled, or, alternatively, the Directors may treat the application as an application for such number of Shares as may be purchased with such payment on the Dealing Day next following receipt of payment in full or of cleared funds. In such cases the Fund may charge the applicant for any resulting loss incurred by the relevant Sub-Fund.
In Specie Issues
The Directors may in their absolute discretion, provided that they are satisfied that no material prejudice would result to any existing Shareholder and subject to the provisions of the Companies Acts 2014, allot Shares in any Sub-Fund against the vesting in the Depositary on behalf of the Fund of investments which would form part of the assets of the relevant Sub Fund. The number of Shares to be issued in this way shall be the number which would on the day the investments are vested in the Depositary on behalf of the Fund have been issued for cash against the payment of a sum equal to the value of the investments. The value of the investments to be vested shall be on such basis as the Directors may decide, but such value cannot exceed the highest amount at which they would be valued by applying the valuation methods described below under the heading “Calculation of Net Asset Value/ Valuation of Assets.”
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Anti-Money Laundering Provisions
Measures provided for in the Criminal Justice (Money Laundering and Terrorist Financing) Act, 2010, as amended and the Criminal Justice (Terrorist Offences) Act, 2005 which are aimed towards the prevention of money laundering, require detailed verification of each applicant’s identity; for example an individual may be required to produce a copy of his passport or identification card together with evidence of his address such as a utility bill or bank statement and his date of birth. In the case of corporate applicants this may require production of a certified copy of the certificate of incorporation (and any change of name), memorandum and articles of association (or equivalent) and the names, occupations, dates of birth and residential and business address of the directors and beneficial owners of the Fund.
The Administrator, Manager and the Fund reserve the right to request such information as is necessary to verify the identity of an applicant. In the event of delay or failure by the applicant to produce any information required for verification purposes, the Administrator may refuse to accept the application and return all subscription monies. If an application is rejected, and where appropriate to do so, the Administrator will return application monies or the balance thereof by telegraphic transfer to the account from which it was paid at the cost and risk of the applicant.
Depending on the circumstances of each application, a detailed verification may not be required where: (a) the applicant makes payment from an account held in the applicant’s name at a recognised financial institution, or (b) the application is made through a recognised intermediary, or (c) investment is made by a recognised intermediary or financial institution. These exceptions will only apply if the financial institution or intermediary referred to above is located in a country, which has equivalent anti-money laundering legislation to that in place in Ireland and the Fund will make the ultimate decision whether the detailed verification is required. Applicants may contact the Administrator or the Fund in order to determine whether they meet the above exceptions. The Fund or the Manager will make the ultimate decision whether the detailed verification is required.
In accordance with section 54 of the Criminal Justice (Money Laundering and Terrorist Financing) Act, 2010, as amended, The Administrator and the Fund reserve the right to request additional information and documentation in respect of keeping Investor information and documentation up to date. In the event of delay or failure by the applicant to produce any information or documentation required for ongoing verification purposes, the Administrator and the Fund may refuse to accept subscriptions, or permit, process, or release the investor's investment.
FATCA
Due to tax regulations which are implemented as a result of the Irish government entering into an intergovernmental agreement with the United States, there is a requirement to share tax information, where applicable, with overseas tax authorities. As a financial institution, the Fund is obliged to comply with Irish legislation, and is obliged to collect details of all Shareholders’ tax residency and taxpayer identification numbers and any other information as directed by the Office of the Revenue Commissioners. The Fund will pass such information to the Office of the Revenue Commissioners, who will in turn exchange this information with the United States.
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The extent to which the Fund is able to report to the Office of the Revenue Commissioners will depend on each affected Shareholder in the Fund providing the Fund or its delegate with any information that the Fund determines is necessary to satisfy such obligations.
By signing the Application Form to subscribe for Shares in the Fund, each affected Shareholder is agreeing to provide such information upon request from the Fund or its delegate. The Fund may exercise its right to redeem completely an affected Shareholder if the Shareholder fails to provide the Fund with the information the Fund requests to satisfy its obligations under FATCA. Shareholders are encouraged to consult with their own tax advisers regarding the possible implications of FATCA on their interest in the Fund.
Limitations on Purchases
Shares may not be issued or sold by the Fund during any period when the calculation of the Net Asset Value of the relevant Sub-Fund is suspended in the manner described under “Suspension of Calculation of Net Asset Value” below. Applicants for Shares will be notified of such postponement and, unless withdrawn, their ap plications will be considered as at the next Dealing Day following the ending of such suspension.
The Fund, at its discretion, reserves the right to refuse to accept any application for initial or subsequent subscriptions, or to compulsorily redeem Shares held by any Shareholder, without giving any reason where the Fund suspects market timing. Without limiting the foregoing, and as further described below, the Fund may not be used as a vehicle for frequent trading in response to short term market fluctuations (so called “market timing”). Accordingly, the Fund may reject any subscriptions (or may compulsorily redeem Shares) from any investor that it determines is engaged in market timing or other activity which it believes is harmful to the Fund or any Sub-Fund.
Shares may not be directly or indirectly offered or sold in the United States or purchased or held by or for U.S. Persons except in a transaction which does not violate United States securities laws.
REDEMPTION OF SHARES
Redemptions of Shares
Requests for the redemption of Shares should be made to the Fund care of the Administrator in writing, by facsimile, by telephone, or by other electronic methods (save for applications for the redemption of T Shares which may not be submitted by facsimile ot telephone), where specifically agreed to in advance by the Fund, and must quote the relevant account number, the relevant Sub-Fund(s) and class of Shares (if applicable), and be signed by or on behalf of the Shareholder before payment of redemption proceeds can be made. In the case of retail investors, redemption requests must be sent through an independent financial adviser or other intermediary. However, this should not result in such investors paying more fees than otherwise would have been paid for a direct investment.
A redemption request in respect of T Shares must be processed by the Administrator in the manner described above and reflected in the Share Register and redemption confirmed before the Digital Tokens are then burned. The Burning of the Digital Tokens initially on the
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Tokenisation Platform, and then in the Digital Wallets, will be executed once redemption proceeds have been released.
Requests received on or prior to the relevant Dealing Deadline will, subject as mentioned in this section, normally be dealt with on the relevant Dealing Day. Redemption requests received after the Dealing Deadline shall, unless the Directors shall otherwise agree and provided they are received before the relevant Valuation Point, be treated as having been received by the following Dealing Deadline. Redemption requests made by facsimile or telephone as set out above must be followed by subsequent confirmation in writing.
A redemption request will not be capable of withdrawal after acceptance by the Administrator. If requested, the Directors may, in their absolute discretion and subject to the prior approval of the Depositary, agree to designate additional Dealing Days and Valuation Points for the redemption of Shares relating to any Sub-Fund which will be open to all Shareholders.
The Directors or their delegates may decline to effect a redemption request which would have the effect of reducing the value of any holding of Shares relating to any Sub-Fund below the Minimum Holding for that class of Shares of that Sub-Fund. Any redemption request having such an effect may be treated by the Fund as a request to redeem the Shareholder’s entire holding of that class of Shares.
The Administrator will not accept redemption requests, which are incomplete, until all the necessary information is obtained.
Redemption Price
The price at which Shares will be redeemed on a Dealing Day is also calculated by ascertaining the Net Asset Value per Share of the relevant class on the relevant Dealing Day. The method of establishing the Net Asset Value of any Sub-Fund and the Net Asset Value per Share of any class of Shares in a Sub-Fund is set out in the Articles as described herein under the heading “Calculation of Net Asset Value/Valuation of Assets” below.
No Redemption Charge will be payable on the redemption of Shares in the Fund.
When a redemption request has been submitted by an investor who is or is deemed to be a Taxable Irish Person or is acting on behalf of a Taxable Irish Person, the Fund shall deduct from the redemption proceeds an amount which is equal to the tax payable by the Fund to the Irish Revenue Commissioners in respect of the relevant transaction.
If redemption requests in respect of any Shares are received by the Fund the implementation on any Dealing Day of which will, in the opinion of the Directors, necessitate the breaking of deposits at a penalty, the redemption price attributable to such Shares will be reduced by a proportionate part of such reduction in value or penalty, which, will be suffered by the relevant Sub-Fund in such manner, as the Directors may consider fair and equitable and is approved by the Depositary. Alternatively, the Directors may arrange for the Fund to borrow monies in accordance with the “Borrowing and Lending Powers” section set out above and the costs of such borrowing will be apportioned as aforesaid to such extent as the Directors may consider fair and equitable. The Directors consider that the provisions of this paragraph shall only be utilised in exceptional circumstances.
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Payment of Redemption Proceeds
The amount due on redemption of Shares will be paid by telegraphic transfer to an account nominated by the Shareholder in the Base Currency of the relevant Sub-Fund (or in such other currency as the Directors shall determine) by the Settlement Date. Payment of redemption proceeds will be made to the registered Shareholder or in favour of the joint registered Shareholders as appropriate. Third party payments are not permitted. The proceeds of the redemption of the Shares will only be paid on receipt by the Administrator of the Application Form and any supporting anti-money laundering/ financial crime or related documentation (with the original documentation, where required, to follow by post) as the Fund or the Administrator may require.
The Fund will be required to withhold Irish tax on redemption monies, at the applicable rate, unless it has received from the Shareholder a Relevant Declaration in the prescribed form, (the Subscription Agreement, Finance Act Declaration and supporting documentation should be remitted by post thereafter) confirming that the Shareholder is not an Irish Resident and not an Irish Ordinary Resident investor in respect of whom it is necessary to deduct tax.
Limitations on Redemptions
The Fund may not redeem Shares of any Sub-Fund during any period when the calculation of the Net Asset Value of the relevant Sub-Fund is suspended in the manner described under “Suspension of Calculation of Net Asset Value” below. Applicants for redemptions of Shares will be notified of such postponement and, unless withdrawn, their applications will be considered as at the next Dealing Day following the ending of such suspension.
The Directors are entitled to limit the number of Shares of any Sub-Fund repurchased on any Dealing Day to Shares representing 10 per cent of the total Net Asset Value of that Sub-Fund on that Dealing Day (for LVNAV Sub-Funds, such gate may apply for up to 15 Business Days at a time). In this event, the limitation will apply p pro rata so that all Shareholders wishing to have Shares of that Sub-Fund redeemed on that Dealing Day realise the same proportion of such Shares. Shares not redeemed, but which would otherwise have been redeemed, will be carried forward for redemption on the next Dealing Day. If requests for redemption are so carried forward, the Administrator will inform the Shareholders affected.
The Articles contain special provisions where a redemption request received from a Shareholder would result in Shares representing more than five per cent of the Net Asset Value of any Sub-Fund being redeemed by the Fund on any Dealing Day. In such a case, the Fund may satisfy the redemption request by a distribution of investments of the relevant Sub-Fund in specie provided that such a distribution would not be prejudicial to the interests of the remaining Shareholders of that Sub-Fund. Where the Shareholder requesting such redemption receives notice of the Fund’s intention to elect to satisfy the redemption request by such a distribution of assets that Shareholder may require the Fund instead of transferring those assets to arrange for their sale and the payment of the proceeds of sale to that Shareholder less any costs incurred in connection with such sale.
The Articles provide that the Fund cannot effect a redemption of Shares, if after payment of any amount in connection with such redemption, the Net Asset Value of the issued share capital of the Fund would be equal to or less than Euro 40,000 or its foreign currency equivalent. This will not apply to a redemption request accepted by the Directors in contemplation of the
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dissolution of the Fund.
The Fund, at its discretion, reserves the right to refuse to accept any request for redemption, or to compulsorily redeem Shares held by any Shareholder, without giving any reason where the Fund suspects market timing. Without limiting the foregoing, and as further described below, the Fund may not be used as a vehicle for frequent trading in response to short term market fluctuations (so called “market timing”). Accordingly, the Fund may reject any redemption requests (or may compulsorily redeem Shares) from any investor that it determines is engaged in market timing or other activity which it believes is harmful to the Fund or any Sub-Fund.
Mandatory Redemptions
The Fund may compulsorily repurchase all of the Shares of any Sub-Fund if the Net Asset Value of the relevant Sub-Fund is less than the Minimum Fund Size of the relevant Sub-Fund, details of which are set out in the relevant section of Part 1 for each Sub-Fund.
The Fund reserves the right to redeem any Shares which are or become owned, directly or indirectly, by a U.S. Person (unless pursuant to an exemption under U.S. securities laws), by any person who appears to be in breach of any law or requirement of any country or governmental authority or by virtue of which such person is not qualified to hold such Shares, or by any person or person in circumstances which might result in the relevant Sub-Fund incurring any liability to taxation or suffering any other pecuniary legal or material administrative disadvantages or being in breach of any law or regulation which the relevant Sub-Fund might not otherwise have incurred, suffered or breached. In particular, the Fund may exercise its right to redeem completely an affected Shareholder if the Shareholder fails to provide the Fund with the information the Fund requests to satisfy its obligations under FATCA.
Where Taxable Irish Persons acquire and hold Shares, the Fund shall, where necessary for the collection of Irish Tax, redeem and cancel Shares held by a person who is or is deemed to be a Taxable Irish Person or is acting on behalf of a Taxable Irish Person on the occurrence of a chargeable event for taxation purposes and to pay the proceeds thereof to the Irish Revenue Commissioners.
The Fund reserves the right to compulsorily redeem T Shares where an investor ceases to satisfy the eligibility requirements for the Token Share Classes, where an investor fails to maintain an active user account and Digital Wallet with the Digital Custodian or an active user account with the Tokenisation Platform, or where the Directors otherwise determine that compulsory redemption is in the interests of the Company or is required for regulatory compliance.
Exchange of Shares
Shareholders will be able to apply to exchange on any Dealing Day all or part of their holding of Shares of any class in any Sub-Fund (the “First Class”) for Shares in a corresponding class in another Sub-Fund which are being offered at that time (the “New Class”) provided that all the criteria for applying for Shares in the New Class have been met and by giving notice to the Administrator on or prior to the Dealing Deadline for the relevant Dealing Day. Unless otherwise determined by the Directors, a Shareholder may exchange Shares of one class in any Sub-Fund for Shares in another class of the same Sub-Fund. The Directors may however at
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their discretion agree to accept requests for exchange received after the relevant Dealing Deadline provided they are received prior to the relevant Valuation Point. The general provisions and procedures relating to the issue and redemption of Shares will apply equally to exchanges save in relation to charges payable details of which are set out below and in Part 1 for the relevant Sub-Fund.
When requesting the exchange of Shares as an initial investment in a Sub-Fund, Shareholders should ensure that the value of the Shares exchanged is equal to or exceeds the Minimum Initial Subscription for the relevant New Class specified in the relevant section of Part 1 for the relevant Sub-Fund. In the case of an exchange of a partial holding only, the value of the remaining holding must also be at least equal to the Minimum Holding for the First Class.
The number of Shares of the New Class to be issued will be calculated in accordance with the following formula:
S = [R x (RP x ER)] – F SP where:
R = the number of Shares of the First Class to be exchanged;
S = the number of Shares of the New Class to be issued;
RP = the redemption price per Share of the First Class as at the Valuation Point for the relevant Dealing Day;
ER = in the case of an exchange of Shares designated in the same Base Currency is 1. In any other case, it is the currency conversion factor determined by the Directors at the Valuation Point for the relevant Dealing Day as representing the effective rate of exchange applicable to the transfer of assets relating to the First and New Classes of Shares after adjusting such rate as may be necessary to reflect the effective costs of making such transfer;
SP = the issue price per Share of the New Class as at the Valuation Point for the applicable Dealing Day; and
F = the Exchange Charge (if any) payable on the exchange of Shares.
An Exchange Charge of up to 2% of the redemption price of the Shares being exchanged may be charged by the Fund on the exchange of Shares but it is the intention of the Directors that such charge (if any) should not exceed such amount as is set out in Part I for the relevant Sub Fund.
Where there is an exchange of Shares, Shares of the New Class will be allotted and issued in respect of and in proportion to the Shares of the First Class in the proportion S to R.
In certain circumstances, at the discretion of the Directors, Shareholders will be deemed to have exchanged their Shares in one class of Shares for Shares in another Class of Shares where the Sub-Fund operates a tier mechanism between Share Classes (for example Share Classes 4 to 7 of the Aviva Investors Sterling Liquidity Fund). In such an event the above provisions
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will apply except that the Shareholders will not be required to submit an exchange request and the “Exchange Charge” will be waived.
Limitations on Exchange
Shares may not be exchanged for Shares of a different class during any period when the calculation of the Net Asset Value of the relevant Sub-Fund or Sub-Funds is suspended in the manner described under “Suspension of Calculation of Net Asset Value” below. Applicants for exchange of Shares will be notified of such postponement and, unless withdrawn, their applications will be considered as at the next Dealing Day following the ending of such suspension.
The Fund, at its discretion, reserves the right to refuse to accept any application for exchange, or to compulsorily redeem Shares held by any Shareholder, without giving any reason where the Fund suspects market timing. Without limiting the foregoing, and as further described below, the Fund may not be used as a vehicle for frequent trading in response to short term market fluctuations (so called “market timing”). Accordingly, the Fund may reject any exchange requests (or may compulsorily redeem Shares) from any investor that it determines is engaged in market timing or other activity which it believes is harmful to the Fund or any Sub-Fund.
Shares in a Token Share Class cannot be exchanged for Shares of a different class at any time.
Calculation of Net Asset Value/Valuation of Assets
General
Where there is more than one class of Shares in a Sub-Fund in issue, the Net Asset Value per Share of any class is calculated by the Directors or their delegate by ascertaining the Net Asset Value of the relevant Sub-Fund as at the Valuation Point for that Sub-Fund for the relevant Dealing Day (to which the Directors or their delegate may apply a provision for duties and charges) and determining the amount of the Net Asset Value which is attributable to the relevant class of Shares. The Net Asset Value per Share of the relevant class is calculated by dividing that proportion of the Net Asset Value of the Sub-Fund which is attributable to the relevant class by the total number of Shares of the relevant class in issue at the relevant Valuation Point. The Valuation Point for each Sub-Fund is set out in Part 1 for the relevant Sub-Fund. The Net Asset Value per Share is the resulting sum rounded to the nearest seven decimal places (or such other amount as may be determined by the Directors at their discretion).
The Articles provide for the method of valuation of the assets and liabilities of each Sub-Fund and of the Net Asset Value of each Fund. Pursuant to the terms of the Management Agreement, the Directors have, among other things, delegated to the Manager all of their powers relating to the valuation of assets and liabilities of each Sub-Fund.
Calculation of Net Asset Value per share for LVNAV Money Market Funds
Any LVNAV Money Market Fund shall calculate a constant Net Asset Value per share as the difference between the sum of all of its assets valued in accordance with the amortised cost method as described below and the sum of all its liabilities divided by the number of its outstanding shares. The constant Net Asset Value per Share of a LVNAV Money Market Fund
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shall be rounded to the nearest percentage point or its equivalent when the constant Net Asset Value is published in a currency unit.
The constant Net Asset Value per Share shall be calculated at least daily. The difference between the constant Net Asset Value per Share and the Net Asset Value per share calculated in accordance with Article 30 of the Money Market Fund Regulation shall be monitored and published daily on www.avivainvestors.com.
Where the constant Net Asset Value per Share deviates from the Net Asset Value per Share as calculated using the methodology for Variable NAV Money Market Funds (as provided for below) by more than 20 basis points any following subscriptions and redemptions in the Fund shall be undertaken at a price that is equal to the NAV per share calculated in accordance with the Variable NAV MMF valuation while (i) such 20 basis point deviation subsists or (ii) such deviation does decrease below 20 basis points but is above 15 basis points and in the case of (ii) the Manager deems it to be in the best interests of the Sub-Fund as a whole to continue to use the Variable NAV MMF Valuation.
Calculation of Net Asset Value per share for Variable NAV Money Market Funds
Any variable Money Market Fund shall calculate the Net Asset Value per Share as the difference between the sum of all assets of the Money Market Fund and the sum of all liabilities of the Money Market Fund valued in accordance with the mark-to-market or mark-to-model, or both divided by the number of outstanding shares of the Money Market Fund. The Net Asset Value per Share shall be rounded to the nearest basis point or its equivalent when the Net Asset Value is published in a currency unit. The Net Asset Value per Share shall be calculated and published at least daily.
Interim Dealing Cycles – Money Market Funds
The Fund may offer intra-day dealing for Money Market Funds through Interim Dealing Cycles within which subscriptions and redemptions may be accepted for execution in that Interim Dealing Cycle where provided for in the relevant section of the Prospectus for a LVNAV Sub Fund.
Where Interim Dealing Cycles are offered to investors, it is done so at the discretion of the Manager. The Manager may, in its absolute discretion, run more or less Interim Dealing Cycles for a particular Class or Sub-Fund. Interim Dealing Cycles will be immediately suspended in the event of a Valuation Deviation. In addition to the calculation of Net Asset Value of an LVNAV MMF and review for a Valuation Deviation at each Valuation Point, the Net Asset Value will be subject to intra-day checks during Interim Dealing Cycles and at the Dealing Deadline to protect against undetected Valuation Deviations. The Manager, and its delegates, continually monitor for market and credit risks which may give rise to such a Valuation Deviation.
Shareholders should note that Interim Dealing Cycles may be impacted by operational and settlement challenges and accordingly are subject to change. The number and/or time of Interim Dealing Cycles on any Dealing Day may vary as a result of such challenges. Subscriptions, Share transfers and redemptions may be included in a later Interim Dealing Cycle or at the Dealing Deadline for a Dealing Day if, for any reason, their application was not processed in time for the intended Interim Dealing Cycle.
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Valuation of Money Market Funds
1. The assets of Money Market Funds shall be valued at the relevant Valuation Point using mark-to-market whenever possible subject to the derogation set out in paragraphs 4 and 5 below.
2. When using mark-to-market, the assets of the Money Market Fund shall be valued at the more prudent side of bid and offer unless the asset can be closed out at mid-market. The Manager will only use good quality market data and such data shall be assessed by the Manager on the basis of all of the following factors:
The number and quality of the counterparties;
The volume and turnover in the market of the asset of the Money Market Fund; The issue size and the portion of the issue that the Money Market Fund plans to buy or sell.
3. Where use of mark-to-market is not possible or the market data is not of sufficient quality, an asset of a Money Market Fund shall be valued conservatively by using mark to-model. The model shall accurately estimate the intrinsic value of the asset of a Money Market Fund, based on all of the following up-to-date key factors:
The volume and turnover in the market of that asset;
The issue size and the portion of the issue that the Money Market Fund plans to buy or sell; Market risk, interest rate risk, credit risk attached to the asset.
When using the mark-to-model, the amortised cost method shall not be used.
4. By way of a derogation from the above, the assets of LVNAV Money Market Sub Funds that have a residual maturity of up to 75 days will be valued using amortised cost method.
5. The amortised cost method shall only be used for valuing an asset of a LVNAV Money Market Fund in circumstances where the price of that asset calculated in accordance with the paragraphs 1,2 and 3 does not deviate from the price of that asset calculated in accordance with the amortised cost method by more than 10 basis points. In the event of such deviation, the price of that asset shall be calculated in accordance with paragraphs 1, 2 and 3 (as applicable).
General Valuation – Non Money market Funds
Money market instruments in a non-money market Sub-Fund may be valued by the Directors or their delegates at their amortised cost, in accordance with the Central Bank’s requirements.
Subject to the foregoing, any investments owned or contracted for by a Sub-Fund which are listed or dealt in on a Market the value thereof shall be based on the “latest mid-market price”, being the mean price between bid and offer prices for such security last available as at the relevant Valuation Point. Where such Investment is listed or dealt in on more than one Market the Manager shall select the Market which constitutes the main market for the foregoing
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purposes. Investments listed or traded on a regulated market but acquired at a premium or at a discount outside the relevant market may be valued taking into account the level of premium or discount at the date of valuation.
The Articles also provide that the value of any investment which is not listed or dealt in on a Market or of any investment which is normally listed or dealt in on a Market but in respect of which (i) the Manager (as the Fund's delegate) shall determine that the amortised cost method of valuation is not appropriate and (ii) the middle market price is currently unavailable or the current price of which does not in the opinion of the Manager represent fair market value shall be the probable realisation value thereof estimated with care and in good faith by the Manager or a competent person appointed by the Manager, in each case approved, for such purpose, by the Depositary. In determining the probable realisation value of any such investment, a certified valuation thereof provided by a competent independent person or, in the absence of any independent person, the Investment Manager, who in each case shall have been approved for such purposes by the Depositary, shall be sufficient.
The Articles also provide that valuations of units or shares or other similar participation in any collective investment scheme, which provides for the units or shares or other similar participation therein to be redeemed at the option of the holder out of the assets of that undertaking, shall be valued at the last available net asset value per unit or share or other similar participation as at the relevant Valuation Point or if bid and offer prices are published at the last available bid price.
The Articles further provide that the value of any cash in hand or on deposit, prepaid expenses, cash dividends and interest declared or accrued and not yet received as at a Valuation Point shall be deemed to be the face value thereof with interest accrued where applicable, unless in any case the Directors are of the opinion that the same is unlikely to be paid or received in full in which case the value thereof shall be arrived at after making such discount as the Directors may consider appropriate in such case to reflect the true value thereof as at any Valuation Point.
The value of any demand notes, promissory notes and accounts receivable shall be deemed to be the face value or full amount thereof after making such discount as the Manager may consider appropriate to reflect the true current value thereof as at the relevant Valuation Point.
Certificates of deposit, treasury bills, bank acceptances, trade bills and other negotiable instruments shall each be valued by reference to the best price available for certificates of deposit, treasury bills, bank acceptances, trade bills and other negotiable instruments of like maturity, amount and credit risk at the relevant Valuation Point.
Forward foreign exchange contracts shall be valued by reference to the price as at the relevant Valuation Point at which a new forward contract of the same size and maturity could be undertaken, or, if unavailable, at the settlement price provided by the counterparty. The value of any exchange traded futures contracts, share price index futures contracts and options and other derivatives contracts which are dealt in on a Market shall be the settlement price as determined by the Market in question as at the relevant Valuation Point, provided that where it is not the practice for the relevant Market to quote a settlement price or such settlement price is not available for any reason as at the relevant Valuation Point, such value shall be the probable realisation value thereof estimated with care and in good faith by the Administrator or another competent person provided that the Administrator or such other competent person have been approved for such purpose by the Depositary.
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The value of any off-exchange derivative contracts shall be the quotation from the counterparty to such contracts at the Valuation Point and shall be valued at least daily. The valuation will be verified at least weekly by a party independent of the counterparty, who has been approved for such purpose by the Depositary.
Any value expressed otherwise than in the Base Currency of the relevant Sub-Fund (whether of any investment or cash) and any non-Base Currency borrowing shall be converted into the Base Currency at the rate (whether official or otherwise) which the Manager shall determine to be appropriate in the circumstances.
Notwithstanding any of the foregoing, the Manager may with the approval of the Depositary adjust the value of any investment or other asset if, having regard to currency, applicable rate of interest, anticipated rate of dividend, maturity, marketability, liquidity and/or such other considerations as they may deem relevant, they consider that such adjustment is required to reflect the fair value thereof as at the relevant Valuation Point.
If in any case a particular value is not ascertainable as above provided or if the Directors shall consider that some other method of valuation better reflects the fair value of the relevant investment, then in such case the method of valuation of the relevant investment shall be such as the Manager shall determine, such method of valuation to be approved by the Depositary and the rationale used shall be clearly documented.
Suspension of Calculation of Net Asset Value
The Directors may at any time temporarily suspend the calculation of the Net Asset Value of any Sub-Fund and the issue, redemption and exchange of Shares and the payment of redemption proceeds during:
(i) any period when any of the Markets on which a substantial portion of the investments of the relevant Sub-Fund from time to time are quoted is closed, otherwise than for ordinary holidays, or during which dealings therein are restricted or suspended; or (ii) any period when, as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Directors, disposal or valuation of a substantial portion of the investments of the relevant Sub-Fund is not reasonably practicable without this being seriously detrimental to the interests of Shareholders of the relevant Sub-Fund or if, in the opinion of the Directors, the Net Asset Value of the Sub-Fund cannot be fairly calculated; or (iii) any breakdown in the means of communication normally employed in determining the price of a substantial portion of the investments of the relevant Sub-Fund or when for any other reason the current prices on any Market of any of the investments of the relevant Sub-Fund cannot be promptly and accurately ascertained; or (iv) any period during which any transfer of funds involved in the realisation or acquisition of investments of the relevant Sub-Fund cannot, in the opinion of the Directors, be effected at normal prices or rates of exchange; or (v) any period when the Fund is unable to repatriate funds required for the purpose of making payments due on the redemption of Shares in the relevant Sub-Fund; or (vi) any period when the Directors consider it to be in the best interest of the relevant Sub Fund; or (vii) when any other reason makes it impracticable to determine the value of a meaningful
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portion of the investments of the Fund or any Sub-Fund.
Where possible, all reasonable steps will be taken to bring any period of suspension to an end as soon as possible.
Shareholders who have requested issue or redemptions of Shares of any class or exchanges of Shares of one class to another will be notified of any such suspension in such manner as may be directed by the Directors and, unless withdrawn but subject to the limitation referred to above, their requests will be dealt with on the first relevant Dealing Day after the suspension is lifted. Any such suspension will be notified without delay and in any event on the same Business Day to the Central Bank and will be communicated without delay to the competent authorities in the Member States in which it markets its Shares.
Form of Shares and Transfer of Shares
Shares will be issued in registered form. Contract notes providing details of the trade will normally be issued within three Business Days of the relevant Dealing Day. Written confirmations of ownership evidencing entry in the register will be issued within 30 days of the relevant Dealing Day upon receipt of all documentation required by the Administrator.
Shares in each Sub-Fund will be transferable by instrument in writing in common form or in any other form approved by the Directors and signed by (or, in the case of a transfer by a body corporate, signed on behalf of or sealed by) the transferor. Transferees will be required to complete an Application Form and provide any other documentation reasonably required by the Fund or the Administrator. In the case of the death of one of joint Shareholders, the survivor or survivors will be the only person or persons recognised by the Fund as having any title to or interest in the Shares registered in the names of such joint Shareholders.
Shares may not be transferred to (i) a U.S. Person; or (ii) any person who, by holding Shares, would be in breach of any law or requirement of any country or governmental authority or by virtue of which such person is not qualified to hold such Shares or if the holding of the Shares by any person is unlawful or if the person or entity is resident in a country in which the sale of the shares of the Fund to the public is not authorized; or (iii) might result in the relevant Sub Fund incurring any liability to taxation or suffering pecuniary legal or material administrative disadvantages or being in breach of any law or regulation which the relevant Sub-Fund might not otherwise have incurred, suffered (including without limitation, where a Shareholder fails to provide the Fund with information required to satisfy the obligations under any tax requirements or regulations or any automatic exchange of information obligations or other similar requirements of the Fund, the Depositary, the Administrator, the Manager, the Investment Manager or any delegate thereof, or where the Directors suspect market timing) or might result in the relevant Sub-Fund, the Fund, the Manager, the Investment Manager or Investment Manager's group of companies being required to comply with registration or filing requirements in any jurisdiction with which it would not otherwise be required to comply or is otherwise prohibited by the Articles; or (iv) a minor or a person of unsound mind, any transfer unless the transferee of such Shares would following such transfer be the holder of Shares equal to or greater than the Minimum Initial Subscription; or (v) any person in circumstances where as a result of such transfer the transferor or transferee would hold less than the Minimum Holding and any person where in respect of such transfer in regard to which any payment of taxation remains outstanding. Registration of any transfer may be refused by the Directors if, following the transfer, either transferor or transferee would hold Shares having a value less
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than the Minimum Holding for that class of Shares specified in the relevant section of Part 1 for the relevant Sub-Fund
If the transferor is or is deemed to be or is acting on behalf of a Taxable Irish Person, the Fund is entitled to redeem and cancel a sufficient portion of the transferor’s Shares as will enable the Fund to pay the tax payable in respect of the transfer to the Revenue Commissioners in Ireland.
Notification of Prices
The Net Asset Value per Share of each class of Shares in each Sub-Fund will be available from the Administrator.
The Net Asset Value per Share as calculated on any Dealing Day with respect to each class of Shares in each Sub-Fund will be published on www.avivainvestors.com .
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_______________________________________________________________________ CHARGES AND EXPENSES
___________________________________________________________________________
Particulars of the charges and expenses (including performance fees, if any) payable to the Manager and the Investment Manager out of the assets of each Sub-Fund are set out in the relevant section of Part 1 for each Sub-Fund. The Manager shall pay out of such fee, the fees, charges and expenses payable to the Depositary (including the charges and expenses of sub custodians which will be at normal commercial rates), the Administrator, the Distributor, the Digital Custodian, the Tokenisation Platform Provider and the Directors, and all other annual charges and expenses of each Sub-Fund on the terms provided for in the relevant section of Part 1 for each Sub-Fund.
The Fund may pay or procure the payment out of the assets of each Sub-Fund, the charges and expenses payable to the Manager, the Investment Manager, the Depositary, the Administrator, any Distributor, the Digital Custodian, the Tokenisation Platform Provider, the charges and expenses of sub-custodians which will be at normal commercial rates, the charges and expenses of the Directors, any charges in respect of circulating details of the Net Asset Value, stamp duties, taxes, company secretarial fees, any costs incurred in respect of meetings of Shareholders, distribution costs, investment transaction charges, costs incurred in respect of the distribution of income to Shareholders, the charges and expenses of any paying agent or representative appointed in compliance with the requirements of another jurisdiction, any amount payable under indemnity provisions contained in the Articles or any agreement with any appointee of the Fund, all sums payable in respect of directors’ and officers’ liability insurance cover, brokerage or other expenses of acquiring and disposing of investments, the charges and expenses of the auditors, tax and legal advisers and registering the Fund for sale in other jurisdictions. The costs of printing and distributing this Prospectus, reports, accounts and any explanatory memoranda, any necessary translation fees, the costs of publishing prices and any costs incurred as a result of periodic updates of the Prospectus, or of a change in law or the introduction of any new law (including any costs incurred as a result of compliance with any applicable code, whether or not having the force of law) will also be paid by the Fund.
Alternatively, the Manager may in its own discretion discharge such costs listed in the above paragraph out of its own fees. In such circumstances details will be set out in the relevant section of Part 1 for each Sub-Fund.
Such fees, charges and duties will be charged to the Sub-Fund in respect of which they were incurred or, where an expense is not considered by the Directors to be attributable to any one Sub-Fund, the expense will be allocated by the Directors with the approval of the Depositary, in such manner and on such basis as the Directors in their discretion deem fair and equitable. In the case of any fees, charges or expenses of a regular or recurring nature, such as audit fees, the Directors may calculate such fees, charges and expenses on an estimated figure for yearly or other periods in advance and accrue the same in equal proportions over any period.
The Directors will be entitled to be reimbursed for their reasonable out of pocket expenses incurred in discharging their duties as directors.
The cost of establishing the Fund, the initial Sub-Fund, obtaining authorisation from any authority, listing the Shares on Euronext Dublin, filing fees, the preparation and printing of this Prospectus, and the fees of all professionals relating to it were borne by the Fund and have been
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amortised. The cost of establishing the Aviva Investors Euro Liquidity Fund, the Aviva Investors Sterling Liquidity Plus Fund and Aviva Investors Sterling Government Liquidity Fund, obtaining authorisation from any authority, listing the Shares on Euronext Dublin, filing fees, the preparation and printing of this Prospectus, and the fees of all professionals relating to it were borne by the relevant Sub-Fund and have been amortised.
In relation to the Aviva Investors US Dollar Liquidity Fund, the cost of establishing the relevant Sub-Fund, obtaining authorisation from the Central Bank, listing the Shares on Euronext Dublin where relevant, filing fees, the preparation and printing of the revised Prospectus, and the fees of all professionals relating to the relevant Sub-Fund amount to approximately £50,000 (including VAT) and will be borne by the relevant Sub-Fund and will be amortised over the first five accounting periods of the Sub-Fund's existence.
Unless otherwise determined at the time of establishment of the relevant Sub-Fund, the cost of establishing subsequent Sub-Funds will be charged to the relevant Sub-Fund.
Portfolio Transactions and Conflicts of Interest
Subject to the provisions of this section, the Manager, the Investment Manager, the Administrator, the Depositary and the Directors and any of their respective subsidiaries, affiliates, associates, agents or delegates (each a “Connected Person”) may contract or enter into any financial, banking or other transaction with one another or with the Fund. This includes, without limitation, investment by the Fund in securities of any Connected Person or investment by any Connected Persons in any company or bodies any of whose investments form part of the assets comprised in any Sub-Fund or be interested in any such contract or transactions. In addition, any Connected Person may invest in and deal in Shares relating to any Sub-Fund or any property of the kind included in the property of any Sub-Fund for their respective individual accounts or for the account of someone else.
Any cash of the Fund may be deposited, subject to the provisions of the Central Bank Acts 1942 to 2010, with any Connected Person or invested in certificates of deposit or banking instruments issued by any Connected Person. Banking and similar transactions may also be undertaken with or through a Connected Person.
Any Connected Person may also deal as agent or principal in the sale or purchase of securities and other investments to or from the Fund. There will be no obligation on the part of any Connected Person to account to the Fund or to Shareholders for any benefits so arising, and any such benefits may be retained by the relevant party, provided that such transactions are carried out as if effected on normal commercial terms negotiated at arm's length, are consistent with the best interests of the Shareholders and:
(a) a certified valuation of such transaction by a person approved by the Depositary (or in the case of any such transaction entered into by the Depositary, the Directors) as independent and competent has been obtained; or
(b) such transaction has been executed on best terms reasonably available on an organised investment exchange under its rules; or
(c) where (a) and (b) are not reasonably practicable, such transaction has been executed on terms which the Depositary is (or in the case of any such transaction entered into by the
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Depositary, the Directors are) satisfied conform with the principle that such transactions be carried out as if effected on normal commercial terms negotiated at arm’s length.
Conflicts of Interests may arise as part of the use of techniques and instruments for Efficient Portfolio Management purposes. If any such conflict arises, the Manager will have regard to its obligations under the Management Agreement and the Investment Manager will have regard to its obligations under the Investment Management Agreement to act in the best interest of the Fund and the Shareholders. At all times the Manager and the Investment Manager will strive to ensure that such Efficient Portfolio Management transactions are effected on terms which are not less favourable to the Fund than if the potential conflict had not existed.
The Manager and the Investment Manager may each also, in the course of its business, have potential conflicts of interest with the Fund in circumstances other than those referred to above. The Manager will have regard to its obligations under the Management Agreement and the Investment Manager will have regard to its obligations under the Investment Management Agreement and, in particular, to their respective obligations to act in the best interests of the Fund so far as practicable, having regard to their respective obligations to other clients when undertaking any investments where conflicts of interest may arise and will ensure that such conflicts are resolved fairly as between the Fund, the Sub-Funds and other clients. The Investment Manager will ensure that investment opportunities are allocated on a fair and equitable basis between the Fund and its other clients. In the event that a conflict of interest does arise the directors of the Manager and the Investment Manager will endeavour to ensure that such conflicts are resolved fairly.
Soft Commissions
It is not intended that any soft commission arrangements will be entered into in relation to any Sub-Fund.
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Remuneration Policy
Scope
The Manager's remuneration policy applies to the employees and in particular the identified staff of the Manager.
Remuneration Principles
The Manager’s employees' remuneration is designed in a way that is consistent with and promotes sound and effective risk management and does not encourage risk taking which is inconsistent with the risk profiles, rules or instruments of incorporation of the funds that the Manager manages. The Manager’s remuneration policy is in line with the business strategy, objectives, values and interests of the Manager, of the funds that it manages and of the investors in such funds, and includes measures to avoid conflicts of interest. The Manager has established its remuneration committee as a sub-committee of the board of directors of the Manager to determine the annual bonus pool, approve individual performance bonuses and to ensure that the application of the remuneration policy is in line with the applicable regulation in Luxembourg (the “Remuneration Committee”).
The total remuneration of an individual consists mainly of some or all of the following remuneration structures: Basic salary
Discretionary bonus
Long term incentive plan awards Benefits (including Pensions)
The remuneration structure is determined in a way that the fixed component represents a sufficiently high proportion of the total remuneration allowing the Manager to operate a fully flexible bonus policy, including the possibility to pay no variable remuneration component. Bonus pools and target calculations are based on the performance of the Manager as a business. Performance is measured over a multiyear period appropriate to the holding period recommended to the investors of the funds managed by the Manager in order to ensure that the assessment process is based on the longer-term performance of the funds and its investment risks and that the actual payment of performance-based components of remuneration is spread over the same period. Performance assessments include both financial and non-financial metrics. Individual bonuses are recommended by line managers, based on performance-, risk and other parameters, and approved by the Remuneration Committee. The Remuneration Committee performs a review of the prior year’s bonus allocation and determines, based on the risk adjusted performance and the information available, if some or all of the deferred part of the bonus should be reduced. In addition, the Remuneration Committee has the right, in appropriate circumstances, to require reimbursement of any annual performance bonus or long-term incentive payment from individuals. The remuneration in shares will be disapplied for staff working in control functions.
Details of the Manager's up-to-date remuneration policy, including, but not limited to, the composition of its Remuneration Committee and a description of how remuneration and benefits are calculated, are available at https://www.avivainvestors.com/en gb/institutional/investing-with-us/asset-classes/liquidity.html . A hard copy version of the Manager's remuneration policy will be made available free of charge upon request at the
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Manager’s registered office.
Infringement Policy
The Fund has in place appropriate procedures for the reporting of infringements internally through a specific, independent and autonomous channel, in compliance with the Regulations.
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___________________________________________________________________________
TAXATION
___________________________________________________________________________
General
The following statements on taxation are by way of a general guide to potential investors are based on advice received by the Fund regarding the law and practice in force in the relevant jurisdiction at the date of this document and do not constitute legal or tax advice. As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment in the Fund is made will endure indefinitely as the basis for, and rates of, taxation can fluctuate.
Prospective Shareholders should familiarise themselves with and, where appropriate, take advice on the laws and regulations (such as those relating to taxation and exchange controls) applicable to the subscription for, and the holding and redemption of, Shares in the places of their citizenship, residence and domicile.
Irish Taxation
Tax on Income and Capital Gains
The Fund
On the basis that the Fund is a UCITS it is outside the scope of Part 27 Chapter 1B of the Taxes Consolidation Act 1997 TCA dealing with Irish real estate funds.
The Directors have been advised that the Fund will only be subject to tax on chargeable events in respect of Shareholders who are Taxable Irish Persons (generally persons who are resident or ordinarily resident in Ireland for tax purposes)(see relevant Irish tax definitions for more details).
A chargeable event occurs on, for example:
(a) a payment of any kind to a Shareholder by the Fund;
(b) a transfer, cancellation, redemption or repurchase of Shares; and
(c) on the eighth anniversary of a Shareholder acquiring Shares and every subsequent eight anniversary;
but does not include for example any transaction in relation to Shares held in a clearing system recognised by the Irish Revenue Commissioners, certain transfers arising as a result of an amalgamation or reconstruction of fund vehicles and certain transfers between spouses or former spouses.
If a Shareholder is not a Taxable Irish Person at the time a chargeable event arises no Irish tax will be payable on that chargeable event in respect of that Shareholder.
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Where tax is payable on a chargeable event, subject to the comments below, it is a liability of the Fund which is recoverable by deduction or, in the case of a transfer and on the eight year rolling chargeable event by cancellation or appropriation of Shares from the relevant Shareholders. In certain circumstances, and only after notification by the Fund to a Shareholder, the tax payable on the eight year rolling chargeable event can at the election of the Fund become a liability of the Shareholder rather than the Fund. In such circumstances the Shareholder must file an Irish tax return and pay the appropriate tax (at the rates set out below) to the Irish Revenue Commissioners.
In the absence of the appropriate declaration being received by the Fund that a Shareholder is not a Taxable Irish Person or if the Fund has information that would reasonably suggest that a declaration is incorrect , and in the absence of written notice of approval from the Revenue Commissioners to the effect that the requirement to have been provided with such declaration is deemed to have been complied with (or following the withdrawal of, or failure to meet any conditions attaching to such approval), the Fund will be obliged to pay tax on the occasion of a chargeable event (even if, in fact, the Shareholder is neither resident nor ordinarily resident in Ireland). Where the chargeable event is an income distribution tax will be deducted at the rate of 38% or at the rate of 25% where the Shareholder is a company and the appropriate declaration has been made, on the amount of the distribution. Where the chargeable event occurs on any other payment to a Shareholder, not being a company which has made the appropriate declaration, on a transfer of Shares and on the eight year rolling chargeable event, tax will be deducted at the rate of 38% on the increase in value of the shares since their acquisition. Tax will be deducted at the rate of 25% on such transfers where the Shareholder is a company and the appropriate declaration has been made. In respect of the eight year rolling chargeable event, there is a mechanism for obtaining a refund of tax where the Shares are subsequently disposed of for a lesser value.
Where a Shareholder holds Shares in a nominee capacity, a declaration is required from the Shareholder that, to the best of its knowledge and belief, the beneficial owner is neither resident nor ordinarily resident in Ireland if a tax liability is not to arise on a chargeable event.
An anti-avoidance provision increases the 38% rate of tax to 60% (80% where details of the payment/disposal are not correctly included in the individual's tax return) if, under the terms of an investment in a Sub-Fund, the investor or certain persons associated with the investor have an ability to influence the selection of the assets of the Sub-Fund.
Other than in the circumstances described above the Fund will have no liability to Irish taxation on income or chargeable gains.
Shareholders
Shareholders who are neither resident nor ordinarily resident in Ireland in respect of whom the appropriate declarations have been made (or in respect of whom written notice of approval from the Revenue Commissioners has been obtained by the Fund to the effect that the requirement to have been provided with such declaration from that Shareholder or class of shareholders to which the Shareholder belongs is deemed to have been complied with) will not be subject to tax on any distributions from the Fund or any gain arising on redemption or transfer of their Shares provided the Shares are not held through a branch or agency in Ireland. No tax will be deducted from any payments made by the Fund to those Shareholders who are not Taxable Irish Persons.
Page 116
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Shareholders who are Irish resident or ordinarily resident or who hold their Shares through a branch or agency in Ireland may have a liability under the self-assessment system to pay tax or further tax on any distribution or gain arising from their holdings of Shares. In particular where the Fund has elected not to deduct tax at the occasion of the eight year rolling chargeable event a Shareholder will have an obligation to file a self-assessment tax return and pay the appropriate amount of tax to the Irish Revenue Commissioners. Certain Irish resident an ordinarily resident Shareholders will be exempt from exit tax on distributions and gains on redemptions by the Fund provided the appropriate declaration is in place.
Refunds of tax where a relevant declaration could be made but was not in place at the time of a chargeable event are generally not available except in the case of certain corporate Shareholders within the charge to Irish corporation tax.
Stamp Duty
No Irish stamp duty will be payable on the subscription, transfer or redemption of Shares provided that no application for Shares or redemption or redemption of Shares is satisfied by an in specie transfer of any Irish situated property.
Capital Acquisitions Tax
No Irish gift tax or inheritance tax (capital acquisitions tax) liability will arise on a gift or inheritance of Shares provided that:-
(a) at the date of the disposition the transferor is neither domiciled nor ordinarily resident in Ireland and at the date of the gift or inheritance the transferee of the Shares is neither domiciled nor ordinarily resident in Ireland; and
(b) the Shares are comprised in the disposition at the date of the gift or inheritance and the valuation date.
Other Irish Tax Matters
The income and/or gains of the Fund from its securities and assets may suffer withholding tax in the countries where such income and/or gains arise. The Fund may not be able to benefit from reduced rates of withholding tax in double taxation agreements between Ireland and such countries. If this position changes in the future and the application of a lower rate results in repayment to the Fund, the Net Asset Value of the relevant Sub-Fund will not be restated and the benefit will be allocated to the existing Shareholders in the relevant Sub-Fund rateably at the time of repayment.
Relevant Irish Tax Definitions
Irish residence and ordinary residence for tax purposes:
(i) Residence - Company
Prior to Finance Act 2014, company residence was determined with regard to the long established common law rules based on central management and control. These rules were
Page 117
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significantly revised in Finance Act 2014 to provide that a company incorporated in the State will be regarded as resident for tax purposes in the State, unless it is treated as resident in a treaty partner country by virtue of a double taxation treaty. While the common law rule based on central management and control remains in place, it is subject to the statutory rule for determining company residence based on incorporation in the State set out in the revised section 23A of the TCA.
The incorporation rule for determining the tax residence of a company incorporated in the State applies to companies incorporated on or after 1 January 2015. For companies incorporated in the State before this date, a transition period applied until 31 December 2020.
(ii) Residence - Individual
An individual will be regarded as being resident in Ireland for a tax year if s/he:
1. spends 183 days or more in the State in that tax year; or
2. has a combined presence of 280 days in the State, taking into account the number of days spent in the State in that tax year together with the number of days spent in the State in the preceding year.
Presence in a tax year by an individual of not more than 30 days in the State will not be reckoned for the purpose of applying the two year test. P resence in the State for a day means the personal presence of an individual at any time during the day.
(iii) Ordinary Residence - Individual
The term “ordinary residence” as distinct from “residence”, relates to a person’s normal pattern of life and denotes residence in a place with some degree of continuity.
An individual who has been resident in the State for three consecutive tax years becomes ordinarily resident with effect from the commencement of the fourth tax year.
An individual who has been ordinarily resident in the State ceases to be ordinarily resident at the end of the third consecutive tax year in which s/he is not resident. Thus, an individual who is resident and ordinarily resident in the State in 2026 and departs from the State in that tax year will remain ordinarily resident up to the end of the tax year in 2029.
(iv) Intermediary
This means a person who:-
(a) carries on a business which consists of, or includes, the receipt of payments from an investment undertaking resident in Ireland on behalf of other persons; or
(b) holds units or shares in an investment undertaking on behalf of other persons.
Page 118
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Other Jurisdictions
As Shareholders are no doubt aware, the tax consequences of any investment can vary considerably from one jurisdiction to another, and ultimately will depend on the tax regime of the jurisdictions within which a person is tax resident. Therefore the Directors strongly recommend that Shareholders obtain tax advice from an appropriate source in relation to the tax liability arising from the holding of Shares in the Fund and any investment returns from those Shares. It is the Directors’ intention to manage the affairs of the Fund so that it does not become resident outside of Ireland for tax purposes.
Irish reporting financial institutions, which may include the Fund have reporting obligations in respect of certain investors under FATCA as implemented pursuant to the Ireland – US intergovernmental agreement and/or the OECD's Common Reporting Standard (see below).
Information exchange and the implementation of FATCA in Ireland
Since 1 July 2014, the Fund is obliged to report certain information in respect of U.S. investors in the Fund to the Irish Revenue Commissioners. The Irish Revenue Commissioners share that information with the U.S. tax authorities. FATCA imposes a 30% U.S. withholding tax on certain withholdable payments made on or after 1 July 2014 unless the payee enters into and complies with an agreement with the U.S. Internal Revenue Services ( IRS ) to collect and provide to the IRS substantial information regarding direct and indirect owners and account holders.
On 21 December 2012, Ireland signed an Intergovernmental Agreement (IGA ) with the U.S. to Improve International Tax Compliance and to Implement FATCA. Under this IGA, Ireland agreed to implement legislation to collect certain information in connection with FATCA and the Revenue Commissioners and IRS have agreed to automatically exchange this information. The IGA provides for the annual automatic exchange of information in relation to accounts and investments held by certain U.S. persons in a broad category of Irish financial institutions and vice versa.
Under the IGA and the Financial Accounts Reporting (United States of America) Regulations 2014 (as amended) (the Irish Regulations ) implementing the information disclosure obligations, Irish financial institutions such as the Fund are required to report certain information with respect to U.S. account holders to the Revenue Commissioners. The Revenue Commissioners automatically provide that information annually to the IRS. The Fund (and/or the Administrator, the Manager or the Investment Manager on behalf of the Fund) must obtain the necessary information from investors required to satisfy the reporting requirements whether under the IGA, the Irish Regulations or any other applicable legislation published in connection with FATCA and such information is being sought as part of the application process for shares in the Fund. It should be noted that the Irish Regulations require the collection of information and filing of returns with the Irish Revenue Commissioners regardless as to whether the Fund holds any U.S. assets or has any U.S. investors.
If a Shareholder causes the Fund to suffer a withholding for or on account of FATCA (
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