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Aviva Investors: Public
AVIVA INVESTORS
INVESTMENT FUNDS ICVC
Prospectus
Aviva Investors UK Fund Services Limited
Registered in England and Wales under Registered Number IC000014 Product Reference: 186932
This Prospectus is dated, and is valid as at 16 March 2026
Prepared in accordance with the Open Ended Investment Companies Regulations 2001 and the Collective Investment Schemes Sourcebook
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AI Investment Funds ICVC Prospectus (16 March 2026) 2
CONTENTS
Contents
Contents 2 Introduction 3 Definitions 6 Company Details 14 Directory 15 The Constitution of the Company and the Funds 17 Shares 31 Dealing in Shares 37 Valuation 52 Income and Distributions 57 Risks 64 Management and Administration 91 Fees and Expenses 103 Changes to the Company and the Funds 126 Instrument of Incorporation 128 Meetings and Voting Rights 130 Taxation 134 Winding up of the Company and Termination of Funds 138 General Information 141 Appendix 1 Investment Objectives, Investment Polices and Classes 148 Appendix 2 Aviva Investors’ Baseline Exclusion policy 201 Appendix 3 Investment and Borrowing Powers and Restrictions 205 Appendix 4 Government and Public Securities Issuers 239 Appendix 5 Eligible Securities Markets and Eligible Derivatives Markets 241 Appendix 6 Other Collective Investment Schemes Managed by the ACD 253 Appendix 7 Past Performance 256 Appendix 8 Directors of the ACD 285 Appendix 9 Delegates and Sub-Delegates of the Depositary 286 Appendix 10 Remuneration Policy 289
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AI Investment Funds ICVC Prospectus (16 March 2026) 3
INTRODUCTION
This document is important: If you are in any doubt as to the meaning of any information in this Prospectus or as to whether an investment in the Aviva Investors Investment Funds ICVC or
one of its sub-funds is suitable for you, you should consult your financial adviser.
This is the Prospectus of Aviva Investors Investment Funds ICVC valid as at 16 March 2026. This Prospectus has been prepared by Aviva Investors UK Fund Services Limited in accordance with the rules contained in the Financial Conduct Authority’s Collective Investment Schemes Sourcebook (COLL
Sourcebook) which forms part of the Financial Conduct Authority Handbook.
This Prospectus has been prepared solely for, and is being made available to investors for, the purposes of evaluating an investment in Shares in the Funds. Investors should only consider investing
in the Funds if they understand the risks involved including the risk of losing all capital invested.
The Company is incorporated in England and Wales as an investment company with variable capital (ICVC) under registered number IC000014. The Shareholders are not liable for the debts of the
Company.
AIUKFSL is the ACD of the Company. AIUKFSL is responsible for the information contained in this Prospectus. To the best of its knowledge and belief (having taken all reasonable care to ensure that
such is the case) the information contained in this document is in accordance with the facts, does not contain any untrue or misleading statement and does not omit anything likely to affect the importance
of such information or any matters required to be included in it by the COLL Sourcebook. AIUKFSL accepts responsibility for the Prospectus accordingly.
This document has been approved by AIUKFSL for the purpose of section 21 of the Financial Services
and Markets Act 2000 and copies of this Prospectus have been sent to the Financial Conduct Authority and to the Depositary.
This Prospectus is based on information, law and practice as at the date of this Prospectus.
This Prospectus will be updated in accordance with the requirements of the Financial Conduct Authority and will cease to have any effect on the publication by the Company of a subsequent
Prospectus. Potential investors should check with AIUKFSL that this is the most recently published Prospectus. Neither the Company nor AIUKFSL will be bound by or accept any
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AI Investment Funds ICVC Prospectus (16 March 2026) 4
liability either in respect of any application for Shares made on the basis of this Prospectus or
in respect of any reliance on this Prospectus once it has been superseded.
No person has been authorised by the Company to give any information or to make any representations in connection with the offering of Shares other than those contained in the Prospectus and, if given or
made, such information or representations must not be relied on as having been made by the Company. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Shares
shall not, under any circumstances, create any implication that either the matters stated in this Prospectus or the affairs of the Company have remained unchanged since the date of this Prospectus.
The Company is marketable to all retail investors.
As permitted by the Financial Conduct Authority Handbook, all Shareholders will be registered as “retail
investors” for the purposes of the client classification and investor protection rules in Chapter 3 of the Financial Conduct Authority’s Conduct of Business Sourcebook (but for no other purpose). This
classification will not affect the day-to-day interactions between Shareholders who are per se professional clients or eligible counterparties and the Company or AIUKFSL.
Intending potential investors should not treat the contents of this document as advice relating to
investment, legal, taxation or any other matters and are recommended to consult their own professional advisers concerning the acquisition, holding or disposal of Shares.
The distribution of this document and the offering or sale of Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or AIUKFSL that would permit an offer of Shares or possession or distribution of this document in any jurisdiction where action for that purpose
is required, other than in the United Kingdom. This document does not constitute an offer of or an invitation to purchase or subscribe for any Shares by anyone in any jurisdiction in which such offer or
invitation is not authorised or to any person to whom it is unlawful to make such offer or invitation. Persons into whose possession this document comes are required by the Company and AIUKFSL to
inform themselves about and to observe any such restrictions.
The Company, AIUKSL or both may have obligations to report details of Shareholders and their interest
in the Funds to HM Revenue & Customs. This is because the UK has entered into intergovernmental information exchange agreements with the United States of America (as a result of the Foreign Account
Tax Compliance Act (“FATCA”)) and other countries (as a result of the Common Reporting Standard) and has introduced domestic law to implement the requirements of those regimes. Consequently, the
Company is required to collect and/or report information about certain types of Shareholders in the Company. Such information may include the identity of Shareholders, their tax identification numbers,
their status under the information exchange agreements, their tax residency status, payments made to
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AI Investment Funds ICVC Prospectus (16 March 2026) 5
the Shareholders in respect of their Shares and the value of the Shares at the end of the calendar year.
The Company may pass this information to HM Revenue & Customs who may, if necessary, share this information with overseas government agencies (including those outside the EEA).
Although it is the intention of AIUKFSL that all of the Funds shall comply with the FATCA provisions,
AIUKSL is not able to guarantee that this will always be the case. Any failure in this regard may result in withholding tax of 30% being deducted from US sourced payments. Were such tax to be suffered, it
shall be charged to the relevant Fund.
A condition of investing, or of continuing to invest, is that, upon request from AIUKFSL or its delegate, Shareholders provide accurate information to be passed on to HM Revenue & Customs which may, as
already stated, be shared with other overseas government agencies.
The provisions of the Company’s Instrument of Incorporation are binding on each of its Shareholders (who are taken to have notice of them).
References to times in this Prospectus are to London times unless otherwise stated.
The Instrument of Incorporation, this Prospectus and all deals in Shares are governed by and at all
times subject to the laws of England and Wales. The Courts of England shall have exclusive jurisdiction in relation to any claim made in relation to them. All dealing, correspondence and communication with
investors in relation to this Prospectus shall take place in English.
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AI Investment Funds ICVC Prospectus (16 March 2026) 6
DEFINITIONS
In this Prospectus the words and expressions set out in the first column below shall have the meanings
set opposite them unless the context requires otherwise. Words and expressions contained in this Prospectus but not defined within it shall have the same meanings as in the Act or the Regulations (as
defined below) unless the contrary is stated.
Accumulation Shares means Shares (of whatever Class) issued from time to time in respect of a
Fund and in respect of which income allocated thereto is credited periodically to capital pursuant to the COLL Sourcebook and the Instrument of
Incorporation;
ACD or AIUKFSL means the authorised corporate director of the Company, Aviva Investors UK Fund Services Limited;
Act means the Financial Services and Markets Act 2000;
Administrator means the administrator of the Company, SS&C Financial Services Europe
Limited;
Approved Bank means in relation to a bank account opened by the Company:
(a) if the account is opened at a branch in the United Kingdom; (i) the Bank of England; or
(ii) the central bank of a member state of the OECD; or (iii) a bank or a building society; or
(iv) a bank which is supervised by the central bank or other banking regulator of a member state of the OECD; or
(b) if the account is opened elsewhere: (i) a bank in (a); or
(ii) a bank which is regulated in the Isle of Man or the Channel Islands; or
(c) a bank supervised by the South African Reserve Bank; or
(d) a credit institution established in an EEA State and duly authorised by the relevant Home State regulator;
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AI Investment Funds ICVC Prospectus (16 March 2026) 7
Associate as defined in the glossary of the Financial Conduct Authority Handbook;
Auditors means the auditors of the Company, Ernst & Young LLP;
Bank of England
Base Rate
means the Bank of England Official Bank Rate;
Benchmark Regulation
means the UK version of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks
in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and
2014/17/EU and Regulation (EU) No 596/2014, which is part of UK law by virtue of the EUWA;
Business Day means Monday to Friday, and other days at the ACD’s discretion, except for
(unless the ACD otherwise decides) a bank holiday in England and Wales or any other day on which the London Stock Exchange is closed;
CCP has the meaning ascribed to it in the glossary of definitions to the Financial
Conduct Authority Handbook;
Class or Classes means in relation to Shares (according to the context) all the Shares relating to a single Fund or a particular class or classes of Share relating to a single
Fund;
COLL refers to the relevant chapter or rule in the COLL Sourcebook;
COLL Sourcebook means the Collective Investment Schemes Sourcebook issued by the Financial Conduct Authority as part of the Financial Conduct Authority
Handbook, as amended or re-issued from time to time, which shall, for the avoidance of doubt, not include the guidance or evidential requirements it
contains;
Company means Aviva Investors Investment Funds ICVC;
Conversion Fee means the fee charged in respect of a Conversion and referred to in more
detail in the section headed “Fees and Expenses” below;
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AI Investment Funds ICVC Prospectus (16 March 2026) 8
Convert, Converted
or Conversion
means the exchange of Shares of one Type or Class for Shares of another
Type or Class within the same Fund;
Custodian means the custodian of the Scheme Property, JPMorgan Chase Bank, National Association (London Branch);
Dealing Day means any Business Day;
Depositary means the depositary of the Company, J.P. Morgan Europe Limited;
Distribution Period means each period by reference to which income is calculated, be it the
annual accounting period, the interim half-yearly accounting period or each quarter or month of the annual accounting period, as appropriate;
EEA means the European Economic Area;
EEA State means a member state of the European Union and any other state which is
within the EEA, as defined in the glossary to the Financial Conduct Authority Handbook;
EEA UCITS
Scheme
means a collective investment scheme established in accordance with the
UCITS Directive in an EEA State;
Eligible Institution means one of certain eligible institutions as defined in the glossary to the Financial Conduct Authority Handbook;
EMIR means the UK version of Regulation (EU) No 648/2012 on OTC derivatives,
central counterparties and trade repositories, which is part of UK law by virtue of the EUWA, sometimes referred to as the "European Markets Infrastructure Regulation" as amended by Regulation (EU) 2019/834 of the European
Parliament and of the Council of 20 May 2019;
Entry Charge means the fee charged on a purchase of Shares and referred to in more detail in the section headed “Fees and Expenses” below and previously referred to
as the “initial charge”;
EPM means efficient portfolio management;
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AI Investment Funds ICVC Prospectus (16 March 2026) 9
EUWA means the European Union (Withdrawal) Act 2018;
Exit Charge means the fee charged on redemption of Shares and referred to in more
detail in the section headed “Fees and Expenses” below and previously referred to as the “redemption charge”;
Financial Conduct
Authority or FCA
means the Financial Conduct Authority or any successor or replacement
regulatory body;
Financial Conduct Authority Handbook
means the Financial Conduct Authority Handbook of Rules and Guidance as amended or re-issued from time to time (previously known as the FSA
Handbook);
Foreign Law Contract means a foreign law contract as defined in the COLL Sourcebook;
Fund or Funds means any (or all) of the sub-funds of the Company (as the context dictates) listed in Appendix 1 of this Prospectus;
Fund Management
Fee
means the single fixed rate charge (subject to any applicable scale discount)
paid from the Scheme Property of a Fund to cover the fees and expenses in relation to the operation and administration of the Company and/or that Fund
and referred to in more detail in the section headed “Fees and Expenses” below;
HMRC or HM
Revenue and Customs
His Majesty’s Revenue and Customs;
Home State regulator has the meaning ascribed to it in the glossary of definitions to the Financial Conduct Authority Handbook;
ICVC means an investment company with variable capital which may also be referred to as an open-ended investment company (OEIC);
Income Shares means Shares (of whatever Class) issued from time to time in respect of a
Fund and in respect of which income is distributed periodically to Shareholders in accordance with the COLL Sourcebook and the Instrument
of Incorporation;
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AI Investment Funds ICVC Prospectus (16 March 2026) 10
Instrument of Incorporation
means the instrument of incorporation of the Company as amended from time
to time;
Investment Manager means Aviva Investors Global Services Limited (except for Aviva Investors Continental European Equity Fund whose Investment Manager is MFS
International (UK) Limited and Aviva US Equity Income Fund I whose Investment Manager is River Road Asset Management LLC);
Investor Protection
Fee
means a dilution levy as defined in the COLL Sourcebook and referred to in
more detail in the section headed “Fees and Expenses” below;
Larger Denomination Share
has the meaning given in the OEIC Regulations. Shares are available in larger and smaller denominations with the Smaller Denomination Share
representing a defined proportion of a Larger Denomination Share;
MiFI Regulations means the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701);
Net Asset Value or NAV
means the value of the Scheme Property of the Company or Fund less the
liabilities of the Company or Fund as calculated in accordance with the Instrument of Incorporation;
OEIC Regulations means the Open-Ended Investment Companies Regulations 2001 as
amended or re-enacted from time to time;
Ongoing Charge means the annual cost of operating the Company and the Funds and referred
to in more detail in the section headed “Fees and Expenses” below;
PRC means The People’s Republic of China;
PRIIPs Regulation means the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products (PRIIPs), which is part of UK law by virtue of the EUWA;
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AI Investment Funds ICVC Prospectus (16 March 2026) 11
Register means the register of Shareholders maintained by the Registrar in
accordance with the OEIC Regulations at the offices of the Administrator who acts as the Registrar’s delegate for the purpose of day-to-day operation of
the Register;
Registrar means the registrar of the Company, Aviva Investors UK Fund Services Limited;
Regulations means the OEIC Regulations, the UCITS Regulations and the COLL
Sourcebook;
Scheme Property means the property of the Company or of any Fund as appropriate;
SDRT means stamp duty reserve tax;
Securities Financing Transaction or SFT
means a securities financing transaction as defined in Article 3(11) SFTR;
SFTR means the UK version of Regulation (EU) 2015/2365 of the European
Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU)
No 648/2012 as amended by the Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019, which
is part of UK law by virtue of the EUWA;
Share or Shares means a share or shares in a Fund (including Larger Denomination Shares
and Smaller Denomination Shares);
Shareholder means a holder of registered Shares;
Smaller Denomination Share
means one thousandth of a Larger Denomination Share;
Switch or Switching means the exchange of Shares of one Class or Fund for Shares of another Class or Fund;
Switching Fee means the fee charged in respect of a Switch and referred to in more detail
in the section headed “Fees and Expenses” below;
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TRS total return swaps involve the exchange of the right to receive the total return, coupons plus capital gains or losses, of a specified reference asset, index or basket of assets against the right to make fixed or floating payments;
Type means the type of Share available within a Class. The categories of Type
available for each Fund and Class are set out in Appendix 1 and may be Income Shares or Accumulation Shares;
UCITS means an Undertaking for Collective Investment in Transferable Securities
which is a UCITS Scheme or an EEA UCITS Scheme;
UCITS Directive means the European Parliament and Council Directive of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to
undertakings for collective investment in transferable securities (UCITS) (No 2009/65/EC), as amended, which applies to EEA UCITS Schemes;
UCITS Regulations means the COLL Sourcebook and the Collective Investment Schemes
(Amendment etc) (EU Exit) Regulations 2019 No.325 including any amendments or updates made in relation thereto;
UCITS Scheme means a UK UCITS, as defined below;
UK means the United Kingdom of Great Britain and Northern Ireland;
UK AIF means an alternative investment fund that is:
(a) an authorised fund; or (b) not an authorised fund but has its registered office or head office in the
UK;
UK AIFM means an alternative investment fund manager established in the UK and with a Part 4A permission to carry on the regulated activity of managing an
alternative investment fund;
UK UCITS means, in accordance with sections 236A and 237 of the Financial Services
and Markets Act 2000, a collective investment scheme which may consist of
several sub-funds, which is either an authorised unit trust scheme, an authorised contractual scheme, or an authorised open-ended investment company with the sole object of collective investment of capital raised from
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AI Investment Funds ICVC Prospectus (16 March 2026) 13
the public in transferable securities or other liquid financial assets, operating on the principle of risk-spreading, with units which are, at the request of holders, repurchased or redeemed, directly or indirectly, out of those
undertakings’ assets, and which has identified itself as a UCITS in its prospectus and has been authorised accordingly by the FCA;
Unclaimed Money means money held by the ACD in accordance with the FCA’s Client Asset
(CASS) Rules, on behalf of a Shareholder following the sale of Shares in a Fund, or any other payment due to a Shareholder in respect of their
investment in a Fund, which the ACD has been unable to pay to the Shareholder. This excludes unclaimed distributions of income;
Valuation Point means the point, whether on a periodic basis or for a particular valuation, at
which the ACD carries out a valuation of the Scheme Property for the purposes of determining the price at which Shares of a Class in any Fund
may be issued, cancelled or redeemed as described in the ‘Valuation’ section; and
VAT means value added tax.
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AI Investment Funds ICVC Prospectus (16 March 2026) 14
COMPANY DETAILS
General
The Company is authorised by the Financial Conduct Authority. It was authorised with effect from 9 September 1998.
Head Office : 80 Fenchurch Street, London, EC3M 4AE
Address for Service : The Head Office is the address in the United Kingdom for service on the
Company of notices or other documents required or authorised to be served on the Company.
Base Currency : The base currency of the Company and Funds is Pounds Sterling.
Share Capital : Maximum: £100,000,000,000.
: Minimum: £100.
Shares in the Company and Funds have no par value. The share capital of the Company will at all times equal the sum of the Net Asset Values of each of the Funds. Shares in the Company are not listed on
any investment exchange.
Shareholders are not liable for the debts of the Company.
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DIRECTORY
The Company and Head Office Aviva Investors Investment Funds ICVC 80 Fenchurch Street, London, EC3M 4AE
Authorised Corporate Director Aviva Investors UK Fund Services Limited 80 Fenchurch Street, London, EC3M 4AE
Investment Manager for all Funds except for Aviva Investors Continental European Equity Fund and Aviva Investors US Equity Income Fund I
Aviva Investors Global Services Limited
80 Fenchurch Street, London, EC3M 4AE
Investment Manager for Aviva Investors Continental European Equity Fund
MFS International (UK) Limited
1 Carter Lane, London, EC4V 5ER
Investment Manager for Aviva Investors US Equity Income Fund I
River Road Asset Management LLC
Registered office:
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808 Business address:
462 South Fourth Street
Suite 2000
Louisville
KY 40202 United States of America
Securities Lending Agent The Bank of New York Mellon, London Branch
160 Queen Victoria Street, London, EC4V 4LA
Administrator SS&C Financial Services Europe Limited
SS&C House
St Nicholas House
Basildon Essex
SS15 5FS
Depositary J.P. Morgan Europe Limited 25 Bank Street
Canary Wharf
London
E14 5JP
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AI Investment Funds ICVC Prospectus (16 March 2026) 16
Custodian JPMorgan Chase Bank, National Association (London Branch) 25 Bank Street
Canary Wharf
London
E14 5JP
Auditors Ernst & Young LLP
25 Churchill Place
London
E14 5EY
Fund Accounting and Pricing Agent J.P. Morgan Chase Bank, National Association (London Branch) 25 Bank Street
Canary Wharf
London, E14 5JP
Registrar Aviva Investors Investment Funds ICVC
80 Fenchurch Street, London, EC3M 4AE
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THE CONSTITUTION OF THE COMPANY AND THE FUNDS
The Company
The Company is a UK UCITS operating under the COLL Sourcebook and is constituted as an “umbrella company” under the Regulations, which means that the Company issues Shares linked to different
Funds.
The Funds
Each Fund is invested in accordance with the investment objective and investment policy applicable to that Fund and as if it were a separate “UK UCITS” for the purposes of the COLL Sourcebook. For
investment purposes the assets of each Fund will be treated as separate from those of every other Fund. The Funds set out below are those currently available:
Fund Name Typical Investor Profile and Target Market
Description
Aviva Investors UK Listed Equity Unconstrained
Fund
This Fund is intended for any investor who is
prepared to risk loss of their capital to potentially get higher returns, by way of capital growth and
who plans to stay invested for at least 5 years. The target market of the Fund is any investor who has read the Key Investor Information Document
(KIID), wants an investment with an investment
objective and policy as described in the KIID, has a risk appetite consistent with the risk indicator displayed in and is aware of the risks associated
with investing that the KIID describes. The Fund is appropriate for an investor with basic knowledge,
or an informed investor or an experienced investor. It can be purchased with or without professional
financial advice. It has been classified as a noncomplex investment product so there is no
requirement to have prior knowledge or experience of this type of investment before investing – but you
should read the KIID and fit into this target market description before making any decisions. The Fund
is designed to be used as part of a portfolio of investments, but may also be used as a standalone
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AI Investment Funds ICVC Prospectus (16 March 2026) 18
solution. It is not guaranteed and the value of the
Fund can go up or down. This Fund is not for investors who require full capital protection or have
no appetite for risk.
Aviva Investors UK Listed Small and Mid-Cap Fund
This Fund is intended for any investor who is prepared to risk loss of their capital to potentially
get higher returns, by way of capital growth and who plans to stay invested for at least 5 years. The
target market of the Fund is any investor who has read the Key Investor Information Document
(KIID), wants an investment with an investment objective and policy as described in the KIID, has
a risk appetite consistent with the risk indicator displayed in and is aware of the risks associated
with investing that the KIID describes. The Fund is appropriate for an investor with basic knowledge, or an informed investor or an experienced investor.
It can be purchased with or without professional financial advice. It has been classified as a non
complex investment product so there is no
requirement to have prior knowledge or experience of this type of investment before investing – but you should read the KIID and fit into this target market
description before making any decisions. The Fund is designed to be used as part of a portfolio of
investments, but may also be used as a standalone solution. It is not guaranteed and the value of the
Fund can go up or down. This Fund is not for investors who require full capital protection or have
no appetite for risk.
Aviva Investors UK Listed Equity Income Fund This Fund is intended for any investor who is prepared to risk loss of their capital to potentially
get higher returns, by way of income and capital growth and who plans to stay invested for at least
5 years. The target market of the Fund is any investor who has read the Key Investor Information
Document (KIID), wants an investment with an
investment objective and policy as described in the
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AI Investment Funds ICVC Prospectus (16 March 2026) 19
KIID, has a risk appetite consistent with the risk
indicator displayed in and is aware of the risks associated with investing that the KIID describes.
The Fund is appropriate for an investor with basic knowledge, or an informed investor or an
experienced investor. It can be purchased with or without professional financial advice. It has been classified as a non-complex investment product so
there is no requirement to have prior knowledge or
experience of this type of investment before investing – but you should read the KIID and fit into this target market description before making any
decisions. The Fund is designed to be used as part of a portfolio of investments, but may also be used
as a standalone solution. It is not guaranteed and the value of the Fund can go up or down. This Fund
is not for investors who require full capital protection or have no appetite for risk.
Aviva Investors UK Smaller Companies Fund (please note that this fund is in the process of
being terminated and is no longer available for new investment)
This Fund is intended for any investor, including a retail investor, who is prepared to risk loss of their
capital to potentially get higher returns, by way of capital growth and who plans to stay invested for at
least 5 years. The target market of the Fund is any investor who has read the Key Investor Information Document (KIID), wants an investment with an
investment objective and policy as described in the
KIID, has a risk appetite consistent with the risk indicator displayed and is aware of the risks
associated with investing that the KIID describes. The Fund is appropriate for an investor with basic knowledge, or an informed investor or an
experienced investor. It can be purchased with or without professional financial advice. It has been
classified as a non-complex investment product so there is no requirement to have prior knowledge or
experience of this type of investment before investing – but you should read the KIID and fit into
this target market description before making any
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AI Investment Funds ICVC Prospectus (16 March 2026) 20
decisions. The Fund is designed to be used as part
of a portfolio of investments, but may also be used as a standalone solution. It is not guaranteed and
the value of the Fund can go up or down. This Fund is not for investors who require full capital
protection or have no appetite for risk.
Aviva Investors Global Equity Income Fund This Fund is intended for any investor who is prepared to risk loss of their capital to potentially
get higher returns, by way of income and capital growth and who plans to stay invested for at least
5 years. The target market of the Fund is any investor who has read the Key Investor Information
Document (KIID), wants an investment with an investment objective and policy as described in the
KIID, has a risk appetite consistent with the risk indicator displayed in and is aware of the risks
associated with investing that the KIID describes.
The Fund is appropriate for an investor with basic
knowledge, or an informed investor or an experienced investor. It can be purchased with or
without professional financial advice. It has been classified as a non-complex investment product so
there is no requirement to have prior knowledge or experience of this type of investment before
investing – but you should read the KIID and fit into this target market description before making any
decisions.
The Fund is designed to be used as part of a
portfolio of investments, but may also be used as a
standalone solution. It is not guaranteed and the value of the Fund can go up or down. This Fund is not for investors who require full capital protection
or have no appetite for risk.
Aviva Investors Continental European Equity
Fund
This Fund is intended for any investor who is
prepared to risk loss of their capital to potentially get higher returns, by way of capital growth and
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AI Investment Funds ICVC Prospectus (16 March 2026) 21
who plans to stay invested for at least 5 years. The
target market of the Fund is any investor who has read the Key Investor Information Document (KIID), wants an investment with an investment
objective and policy as described in the KIID, has
a risk appetite consistent with the risk indicator displayed and is aware of the risks associated with
investing that the KIID describes. The Fund is appropriate for an investor with basic
knowledge, or an informed investor or an experienced investor. It can be purchased with or without professional financial advice. It has been
classified as a non-complex investment product so
there is no requirement to have prior knowledge or experience of this type of investment before investing – but you should read the KIID and fit into
this target market description before making any
decisions. The Fund is designed to be used as part of a portfolio of investments, but may also be used as a standalone solution. It is not guaranteed and
the value of the Fund can go up or down. This Fund is not for investors who require full capital
protection or have no appetite for risk.
Aviva Investors Sterling Corporate Bond Fund This Fund is intended for any investor who is prepared to risk loss of their capital to potentially
get higher returns, by way of income and who plans to stay invested for at least 5 years. The target
market of the Fund is any investor who has read the Key Investor Information Document (KIID),
wants an investment with an investment objective and policy as described in the KIID, has a risk
appetite consistent with the risk indicator displayed in and is aware of the risks associated with
investing that the KIID describes. The Fund is appropriate for an investor with basic knowledge,
or an informed investor or an experienced investor. It can be purchased with or without professional
financial advice. It has been classified as a non-
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AI Investment Funds ICVC Prospectus (16 March 2026) 22
complex investment product so there is no
requirement to have prior knowledge or experience of this type of investment before investing – but you
should read the KIID and fit into this target market description before making any decisions. The Fund
is designed to be used as part of a portfolio of investments, but may also be used as a standalone solution. It is not guaranteed and the value of the
Fund can go up or down. This Fund is not for
investors who require full capital protection or have no appetite for risk.
Aviva Investors Higher Income Plus Fund This Fund is intended for any investor who is
prepared to risk loss of their capital to potentially get higher returns, by way of income and who plans
to stay invested for at least 5 years. The target market of the Fund is any investor who has read
the Key Investor Information Document (KIID), wants an investment with an investment objective
and policy as described in the KIID, has a risk appetite consistent with the risk indicator displayed
in and is aware of the risks associated with investing that the KIID describes.
The Fund is appropriate for an investor with basic knowledge, or an informed investor or an
experienced investor. It can be purchased with or without professional financial advice. It has been
classified as a non-complex investment product so there is no requirement to have prior knowledge or experience of this type of investment before
investing – but you should read the KIID and fit into this target market description before making any
decisions. The Fund is designed to be used as part of a portfolio of investments, but may also be used
as a standalone solution. It is not guaranteed and the value of the Fund can go up or down. This Fund
is not for investors who require full capital protection or have no appetite for risk.
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AI Investment Funds ICVC Prospectus (16 March 2026) 23
Aviva Investors Managed High Income Fund This Fund is intended for any investor who is
prepared to risk loss of their capital to potentially get higher returns, by way of income and who plans
to stay invested for at least 5 years. The target market of the Fund is any investor who has read
the Key Investor Information Document (KIID), wants an investment with an investment objective
and policy as described in the KIID, has a risk appetite consistent with the risk indicator displayed
in and is aware of the risks associated with investing that the KIID describes.
The Fund is appropriate for an investor with basic knowledge, or an informed investor or an
experienced investor. It can be purchased with or without professional financial advice. It has been classified as a non-complex investment product so
there is no requirement to have prior knowledge or
experience of this type of investment before investing – but you should read the KIID and fit into this target market description before making any
decisions. The Fund is designed to be used as part of a portfolio of investments, but may also be used
as a standalone solution. It is not guaranteed and the value of the Fund can go up or down. This Fund
is not for investors who require full capital protection or have no appetite for risk.
Aviva Investors UK Index Tracking Fund This Fund is intended for any investor who is prepared to risk loss of their capital to potentially
get higher returns, by way of capital growth and who plans to stay invested for at least 5 years. The target market of the Fund is any investor who
has read the Key Investor Information Document (KIID), wants an investment with an investment
objective and policy as described in the KIID, has
a risk appetite consistent with the risk indicator displayed in and is aware of the risks associated
with investing that the KIID describes. The Fund is appropriate for an investor with basic knowledge,
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AI Investment Funds ICVC Prospectus (16 March 2026) 24
or an informed investor or an experienced investor.
It can be purchased with or without professional financial advice. It has been classified as a non
complex investment product so there is no requirement to have prior knowledge or experience
of this type of investment before investing – but you should read the KIID and fit into this target market description before making any decisions. The Fund
is designed to be used as part of a portfolio of
investments, but may also be used as a standalone solution. It is not guaranteed and the value of the Fund can go up or down. This Fund is not for
investors who require full capital protection or have no appetite for risk.
Aviva Investors International Index Tracking Fund
This Fund is intended for any investor who is prepared to risk loss of their capital to potentially
get higher returns, by way of capital growth and who plans to stay invested for at least 5 years. The
target market of the Fund is any investor who has read the Key Investor Information Document (KIID), wants an investment with an investment
objective and policy as described in the KIID, has
a risk appetite consistent with the risk indicator displayed in and is aware of the risks associated
with investing that the KIID describes.
The Fund is appropriate for an investor with basic
knowledge, or an informed investor or an experienced investor. It can be purchased with or
without professional financial advice. It has been classified as a non-complex investment product so
there is no requirement to have prior knowledge or experience of this type of investment before
investing – but you should read the KIID and fit into this target market description before making any
decisions. The Fund is designed to be used as part of a portfolio of investments, but may also be used
as a standalone solution. It is not guaranteed and the value of the Fund can go up or down. This Fund
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AI Investment Funds ICVC Prospectus (16 March 2026) 25
is not for investors who require full capital
protection or have no appetite for risk.
Aviva Investors Multi-asset Income Fund This Fund is intended for any investor who understands the multi-asset approach to investing
and who aims for a return of both income and capital growth from their investment, but who is
prepared to risk loss of their capital to potentially get higher returns. Investors should plan to stay
invested for at least 5 years, and should understand the risks and the investment objective
and policy of the Fund. The target market of the Fund is any investor who has read the Key Investor
Information Document (KIID), wants an investment with an investment objective and policy as
described in the KIID, has a risk appetite consistent with the risk indicator displayed in and is aware of
the risks associated with investing that the KIID describes.
The Fund is appropriate for an investor with basic knowledge, or an informed investor or an
experienced investor. It can be purchased with or without professional financial advice. It has been
classified as a non-complex investment product so there is no requirement to have prior knowledge or
experience of this type of investment before investing – but you should read the KIID and fit into
this target market description before making any decisions. The Fund is designed to be used as a
standalone solution but may also be used as part of a portfolio of investments. It is not guaranteed and the value of the Fund can go up or down. This
Fund is not for investors who require full capital
protection or have no appetite for risk.
Aviva Investors Strategic Bond Fund This Fund is intended for any investor who is prepared to risk loss of their capital to potentially get higher returns, by way of income or by
reinvestment of income for growth and who plans
to stay invested for at least 5 years. The target
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AI Investment Funds ICVC Prospectus (16 March 2026) 26
market of the Fund is any investor who has read
the Key Investor Information Document (KIID), wants an investment with an investment objective
and policy as described in the KIID, has a risk appetite consistent with the risk indicator displayed
in and is aware of the risks associated with investing that the KIID describes. The Fund is appropriate for an investor with basic knowledge,
or an informed investor or an experienced investor.
It can be purchased with or without professional financial advice. It has been classified as a non
complex investment product so there is no requirement to have prior knowledge or experience of this type of investment before investing – but you
should read the KIID and fit into this target market description before making any decisions. The Fund
is designed to be used as part of a portfolio of
investments, but may also be used as a standalone solution. It is not guaranteed and the value of the Fund can go up or down. This Fund is not for
investors who require full capital protection or have no appetite for risk.
Aviva Investors Multi-Strategy Target Return
Fund
The Fund is intended for any investor who is prepared to risk loss of their capital in order to look for a positive return over rolling three-year periods
where volatility is also managed to a target of less
than half the volatility of global equities over the same rolling three-year periods. Volatility, in this case, is the extent to which the share price of the
Fund fluctuates over a period of time. Investors should understand that to achieve its aims the
Fund will invest in an actively managed, risk diversified multi-strategy portfolio and will
understand that in addition to traditional assets such as equities, bonds and cash the Fund makes
significant use of investment strategies based on advanced derivative techniques and are aware of
associated risks of this type of strategy. An investor
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AI Investment Funds ICVC Prospectus (16 March 2026) 27
must be willing to accept that the aims of the Fund
are not guaranteed, and the Fund may not deliver positive returns or achieve the target level of
volatility over three year rolling periods, or any period, and consequently their capital is at risk. The
target market of the Fund is any investor who has read the Key Investor Information Document (KIID), wants an investment with an investment
objective and policy as described in the KIID, has
a risk appetite consistent with the risk indicator displayed in and is aware of the risks associated
with investing that the KIID describes.
The Fund is appropriate for an investor with basic
knowledge, or an informed investor or an experienced investor. It can be purchased with or
without professional financial advice. It has been classified as a non-complex investment product so
there is no requirement to have prior knowledge or experience of this type of investment before
investing – but you should read the KIID and fit into this target market description before making any
decisions. The Fund is designed to be used both as a standalone solution or as part of a portfolio of
investments. It is not guaranteed, and the value of the Fund can go up or down. This Fund is not for
investors who require full capital protection or have no appetite for risk.
Aviva Investors Global Equity Endurance Fund This Fund is intended for any investor who is
prepared to risk loss of their capital to potentially get higher returns, by way of capital growth and
who plans to stay invested for at least 5 years. The target market of the Fund is any investor who has
read the Key Investor Information Document (KIID), wants an investment with an investment
objective and policy as described and has a risk appetite consistent with the risk indicator displayed
and is aware of the risks associated with investing
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AI Investment Funds ICVC Prospectus (16 March 2026) 28
that the KIID describes. The Fund is appropriate for
an investor with basic knowledge, or an informed investor or an experienced investor. It can be
purchased with or without professional financial advice. It has been classified as a non-complex
investment product so there is no requirement to have prior knowledge or experience of this type of investment before investing – but you should read
the KIID and fit into this target market description
before making any decisions. The Fund is designed to be used as part of a portfolio of
investments but may also be used as a standalone solution. It is not guaranteed, and the value of the Fund can go up or down. This Fund is not for
investors who require full capital protection or have no appetite for risk.
Aviva Investors Global Emerging Markets Equity
Unconstrained Fund (please note that this fund
is in the process of being terminated and is no longer available for new investment)
This Fund is intended for any investor, including a retail investor, who is prepared to risk loss of their
capital to potentially get higher returns, by way of capital growth and who plans to stay invested for at
least 5 years. The target market of the Fund is any investor who has read the Key Investor Information
Document (KIID), wants an investment with an investment objective and policy as described in the
KIID, has a risk appetite consistent with the risk indicator displayed in and is aware of the risks
associated with investing that the KIID describes.
The Fund is appropriate for an investor with basic
knowledge, or an informed investor or an experienced investor. It can be purchased with or without professional financial advice. It has been
classified as a non-complex investment product so
there is no requirement to have prior knowledge or experience of this type of investment before investing – but you should read the KIID and fit into
this target market description before making any
decisions. The Fund is designed to be used as part of a portfolio of investments, but may also be used
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AI Investment Funds ICVC Prospectus (16 March 2026) 29
as a standalone solution. It is not guaranteed, and
the value of the Fund can go up or down. This Fund is not for investors who require full capital
protection or have no appetite for risk.
Aviva Investors Global Climate Aware Equity Fund
The Fund is suitable for investors who aim for growth from their investment. Investors should
have a long-term investment horizon (in excess of 5 years) and should be looking to invest in shares
of global companies which are responding to climate change by orientating their business
models to be resilient in a warmer climate and a lower carbon economy; or by providing solutions to
mitigate climate change or help communities adapt to the adverse impacts of climate change. Investors
should understand the risks applicable to the Fund and its investment policy, including the “Transitions” and “Solutions” criteria used to select
investments for the Fund and the screening of
companies deriving certain levels of revenue from producing, or generating electricity from certain
fossil fuels. An investor in the Fund should have read the Fund’s Consumer Disclosure Document
outlining the key sustainability characteristics of the Fund.
Aviva Investors US Equity Income Fund I This Fund is intended for institutional investors,
professional investors (including discretionary fund managers) and investors who have been advised
to invest in the Fund by an independent financial adviser. Investors should be prepared to risk loss
of their capital to potentially get higher returns, by way of income and capital growth and who plans to
stay invested for at least 5 years. The Fund is designed to be used as part of a portfolio of
investments, but may also be used as a standalone solution. It is not guaranteed, and the value of the Fund can go up or down. This Fund is not for
investors who require full capital protection or have
no appetite for risk.
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AI Investment Funds ICVC Prospectus (16 March 2026) 30
Details of these Funds, including their investment objectives and policies, can be found in Appendix 1.
Additional Funds
Further additional Funds may be established in the future by the ACD from time to time with the approval
of the Financial Conduct Authority and the agreement of the Depositary. Approval by the Financial Conduct Authority in this context refers only to approval under the OEIC Regulations 2001 (as
amended) and does not in any way indicate or suggest endorsement or approval of the Funds as an
investment.
Allocation of Assets and Liabilities
Each Fund comprises a specific portfolio of assets and liabilities, which are attributable to the Class or Classes of Shares issued in respect of that Fund. So far as the Shareholders are concerned each Fund
is treated as a separate entity and its assets invested for its exclusive benefit.
Each Fund is a segregated portfolio of assets and, accordingly, the assets of a Fund belong exclusively to that Fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against,
any other person or body, including the Company, or any other Fund, and shall not be available for any such purpose.
While the provisions of the OEIC Regulations provide for segregated liability between Funds, the
concept of segregated liability is relatively new. Accordingly, where claims are brought by local creditors in foreign courts or under Foreign Law Contracts, it is not yet known how those foreign courts will react
to Regulations 11A and 11B of the OEIC Regulations.
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AI Investment Funds ICVC Prospectus (16 March 2026) 31
SHARES
The Company may issue several Classes of Share in respect of each Fund. Classes may be
distinguished on the basis of different criteria which may include (amongst other criteria) their minimum subscription and minimum holding. Access to certain Classes may also be restricted or be subject to
eligibility criteria. The Classes currently available along with the details of subscription, holding criteria, any eligibility criteria for a Class or any restrictions on availability are listed below:
Class Minima and Restrictions
Class 1 Minimum initial subscription £1,000 (less the Entry Charge)
Minimum additional subscription £250 (less the Entry Charge)
Minimum redemption £250
Minimum holding £500 (less any Entry Charges deducted)
Please note: No commission is payable for investments in this Class.
Class A: For the Aviva
Investors UK Index Tracking Fund only
Minimum initial subscription £50,000,000
Minimum additional subscription £250
Minimum redemption £250
Minimum holding £50,000,000
Please note : Shareholders in Class A (being a “Relevant Shareholder” and
a “Relevant Class” for the purposes of the section below entitled “Minimum Holding”) should note the conversion rights that apply as set out in the
section entitled “Minimum Holding” below.
Class 2 Minimum aggregate subscription across all Funds £100,000 (less the Entry Charge)
Minimum holding in any one Fund £10,000 (less the Entry Charge)
Please note: Shareholders in Class 2 of the Aviva Investors Global Equity
Endurance Fund and the Aviva Investors Global Emerging Markets Equity Unconstrained Fund (please note that this fund is in the process of being
terminated and is no longer available for new investment) (being a “Relevant Shareholder” and a “Relevant Class” for the purposes of the section below
entitled “Minimum Holding”) should note the conversion rights that apply, as set out in the section entitled “Minimum Holding” below.
Class 3 Minimum initial subscription £10,000,000
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AI Investment Funds ICVC Prospectus (16 March 2026) 32
Minimum additional subscription £500,000
Minimum holding £10,000,000
Please note: Class 3 Shares are only available to Aviva Plc in-house funds,
and discretionary managed clients of Aviva Investors Global Services Limited.
Please note: Shareholders in Class 3 (being a “Relevant Shareholder” and a “Relevant Class” for the purposes of the section below entitled “Minimum
Holding”) should note the conversion rights that apply as set out in the
section entitled “Minimum Holding” below.
Class 4 Minimum initial subscription £5,000,000 (less the Entry Charge)*
Minimum holding £1,000,000 (less the Entry Charge)*
* Class 4 Shares are only available for investment either: i. directly by an independent financial advisor or a discretionary fund
manager (or its nominee or custodian); or ii. indirectly by a platform (or its nominee or custodian) investing on
behalf of those of its customers that are advised or managed by such independent financial advisor or discretionary fund manager,
and on the basis that:
a) the minimum subscription and holding criteria as set out above shall be required to be satisfied in aggregate for all investments in a Fund
directly by, and/or indirectly on behalf of clients advised or managed by, a particular financial adviser or discretionary fund manager (as
applicable); and b) in the case of any such indirect investment, the relevant platform shall
procure that the availability of Class 4 is “ringfenced” such that none of its other customers, including but not limited to a customer which is
advised and/or managed by any firm other than an independent financial advisor or a discretionary fund manager meeting this criteria,
is permitted access to Class 4.
Please note: Shareholders in Class 4 (being a “Relevant Shareholder” and a “Relevant Class” for the purposes of the section below entitled “Minimum
Holding”) should note the conversion rights that apply, as set out in the section entitled “Minimum Holding” below.
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AI Investment Funds ICVC Prospectus (16 March 2026) 33
Class 5 Minimum initial subscription £1,000,000 (less the Entry Charge)*
Minimum holding £500,000 (less the Entry Charge)*
* Class 5 Shares are only available for investment either:
i. directly by an independent financial advisor or a discretionary fund
manager (or its nominee or custodian); or ii. indirectly by a platform (or its nominee or custodian) investing on
behalf of those of its customers that are advised or managed by such independent financial advisor or discretionary fund manager,
and on the basis that:
a) the minimum subscription and holding criteria as set out above shall be required to be satisfied in aggregate for all investments in a Fund
directly by, and/or indirectly on behalf of clients advised or managed by, a particular financial adviser or discretionary fund manager (as
applicable); and b) in the case of any such indirect investment, the relevant platform shall
procure that the availability of Class 5 is “ringfenced” such that none of its other customers, including but not limited to a customer which is
advised and/or managed by any firm other than an independent financial advisor or a discretionary fund manager meeting this criteria,
is permitted access to Class 5.
Please note: Shareholders in Class 5 (being a “Relevant Shareholder” and a “Relevant Class” for the purposes of the section below entitled “Minimum
Holding”) should note the conversion rights that apply, as set out in the section entitled “Minimum Holding” below.
Class 6 Minimum initial subscription £1,000 (less the Entry Charge)
Minimum additional subscription £250 (less the Entry Charge)
Minimum redemption £250
Minimum holding £500 (less any Entry Charges deducted)
Please note: No commission is payable for investments in this Class.
Class 7 Minimum initial subscription £7,500,000 (less the Entry Charge)
Minimum additional subscription £500,000 (less the Entry Charge)
Minimum holding £5,000,000 (less any Entry Charges deducted)
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AI Investment Funds ICVC Prospectus (16 March 2026) 34
Please note: Shareholders in Class 7 (being a “Relevant Shareholder”
and a “Relevant Class” for the purposes of the section below entitled “Minimum Holding”) should note the conversion rights that apply, as set
out in the section entitled “Minimum Holding” below.
Class 8 Minimum initial subscription £10,000,000
Minimum additional subscription £500,000
Minimum holding £10,000,000
Please note: Class 8 Shares are only available to Aviva plc, its Associates
and any fund or investment entity managed or advised by any such company. Investment in Class 8 is subject to separate written agreement with the ACD pursuant to which, amongst other things, additional fees will
be payable.
Shareholders in Class 8 (being a “Relevant Shareholder” and a “Relevant Class” for the purposes of the section below entitled “Minimum Holding”)
should note the conversion rights that apply, as set out in the section entitled “Minimum Holding” below.
Class 9 Minimum initial subscription £100,000,000 (less the Entry Charge)
Minimum additional subscription £1,000,000 (less the Entry Charge)
Minimum holding £100,000,000
Please note: Class 9 Shares are only available to Aviva group companies or for distribution by those companies.
The ACD has the ability to have different eligibility criteria and/or to apply lower minima than those listed
above.
Each of the Classes may have a different Fund Management Fee ascribed to them. The details of these charges, including in relation to any discount to the Fund Management Fee payable, are to be found in
the section headed ‘Fees and Expenses’ below. As a result of differences in the Fund Management Fee for the different Classes, monies may be deducted from Classes of the same Fund in unequal
proportions. In these circumstances the proportionate interests of the Classes will be adjusted accordingly (for an explanation of proportionate interests, please refer to the section headed ‘Proportionate entitlements’ below).
Net Income Shares and/or net Accumulation Shares are available within each Class. Gross Income
Shares and gross Accumulation Shares in each Fund may also be issued but are not currently offered.
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AI Investment Funds ICVC Prospectus (16 March 2026) 35
The types of Shares presently available in each Fund are set out in the details of the relevant Funds (see Appendix 1).
Further Classes or Types of Share may be established from time to time by the ACD with the approval
of the Financial Conduct Authority and the agreement of the Depositary. On the introduction of any new Fund, Type or Class, either a revised Prospectus or a supplemental Prospectus will be prepared setting
out the relevant details of each Fund, Type or Class.
Switching
Shareholders are entitled (subject to certain restrictions) to Switch all or some of their Shares in one
Class or Fund for Shares in another Class or Fund in the Company (but not into any other funds or classes outside of the Company of which the ACD is the authorised corporate director or authorised
fund manager). Details of this Switching facility and the restrictions are set out in the section headed “Switching” below.
Converting
Shareholders are entitled (subject to certain restrictions) to Convert all or some of their Shares of one Class or Type for Shares of another Class or Type within the same Fund. Details of this Conversion
facility and the restrictions are set out in the section headed “Converting” below.
Income Shares and Accumulation Shares
Income Shares
Holders of Income Shares will receive distributions.
Each such distribution of income made in respect of any Fund at a time when more than one Class is
in issue will be done by reference to the relevant Shareholders’ proportionate interests in the Scheme Property of the Fund in question.
Shareholders can choose to have their distribution of income paid direct to their bank or building society
current account. Alternatively, Shareholders may choose to have their income distributions automatically reinvested, to purchase further Shares of the same Class and Fund at the prevailing Net
Asset Value without attracting an Entry Charge. For regular savings plans invested in Income Shares the income distribution is automatically reinvested in Shares of the same Class and Fund (without
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AI Investment Funds ICVC Prospectus (16 March 2026) 36
attracting an Entry Charge) unless this supplements a lump sum investment on which income payment
has been selected.
In the event that there is a delay or failure by a Shareholder to produce information or documentation to satisfy anti-money laundering due diligence requirements (please see the paragraph headed
“Money Laundering” in the “Dealing in Shares” section below), any distribution payments due may not be released by the ACD until the requested information has been provided.
Distributions to holders of Income Shares will be made following the end of each Distribution Period
on the basis set out in the paragraph headed “Distributions” in the “Income and Distribution” section below.
Accumulation Shares
A number of Funds will have Accumulation Shares (for details of these Funds see Appendix 1). Holders of Accumulation Shares do not receive cash distributions. Instead, any income arising in respect of an
Accumulation Share is automatically accumulated and is reflected in the price of each Accumulation Share. Allocation of income in respect of Accumulation Shares will be transferred to the capital property
of each Fund within two months of the end of the Distribution Period to which that income relates, but will be reflected in the capital value of Accumulation Shares on the first business day following the end
of that Distribution Period. No Entry Charge is levied on this accumulation.
General In respect of income arising on both Income Shares and Accumulation Shares, tax vouchers will be
issued and tax accounted for where relevant.
Where both Income Shares and Accumulation Shares are in existence in relation to a Fund, the relevant
Shareholders’ proportionate interests in the Scheme Property of the Fund represented by each
Accumulation Share increases as income is accumulated. Further, in these circumstances, the income of the Fund is allocated between Income Shares and Accumulation Shares according to the relevant Shareholders’ proportionate interests in the Scheme Property of the Fund represented by the
Accumulation Shares and Income Shares in existence at the end of the relevant Distribution Period.
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AI Investment Funds ICVC Prospectus (16 March 2026) 37
DEALING IN SHARES
The ACD’s offices are open from at least 9am until at least 5pm on each Dealing Day.
Pricing
The Company deals on the basis of “single pricing”. This has the effect that subject to the Entry Charge, the Investor Protection Fee and any Exit Charge both the issue and the redemption price of a Share at
a particular Valuation Point will be the same.
The price per Share at which Shares may be bought or sold is the Net Asset Value of its Class (calculated at the relevant Valuation Point) divided by the number of Shares of that Class in issue. In
addition, the ACD reserves the right to make an Entry Charge on Shares purchased and an Exit Charge on Shares sold. For both purchases and sales, an Investor Protection Fee may be imposed. There is
no current intention to impose an Exit Charge in respect of any Fund or Class.
The Company deals on a forward pricing basis (and not on the basis of published prices). A forward price is the price calculated at the next Valuation Point after the sale or purchase is deemed to be
accepted by the ACD (for details of the Valuation Point see the section headed “Valuation” below).
Information on the prices of Shares will be available by telephoning 0800 051 2003 * or on the internet
at www.avivainvestors.com . Prices may also be published in some newspapers. The ACD does not
accept responsibility for the accuracy of the prices published in or the non-publication of prices by newspapers for reasons beyond the control of the ACD.
* Telephone calls may be recorded by the ACD, its delegates, their duly appointed agents and any of their respective related, associated or affiliated companies for record keeping, security and/or training purposes, please see the paragraph “Telephone Recording” below for further information.
Buying Shares
Applications to purchase Shares can be made by telephoning the ACD on 0800 051 2003 * (subject to
subsequent completion of an application/registration form for administrative and verification purposes), or by sending a completed application form to the ACD. Application forms are available from the ACD
by writing to the Administrator, by telephoning the ACD or on the internet at www.avivainvestors.com .
* Telephone calls may be recorded by the ACD, its delegates, their duly appointed agents and any of their respective related, associated or affiliated companies for record keeping, security and/or training purposes, please see the paragraph “Telephone Recording” below for further information.
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AI Investment Funds ICVC Prospectus (16 March 2026) 38
For all Funds other than the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors
Global Equity Income Fund, applications for Shares which are received and accepted by the ACD by
the Valuation Point on a Dealing Day will be dealt with at the price calculated as at the Valuation Point for that day. Applications received and accepted after that time will be dealt with at the price calculated as at the Valuation Point for the following Dealing Day.
For the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors Global Equity
Income Fund, applications which are received and accepted by the ACD by 12 noon on a Dealing Day
will be dealt with at the price calculated as at the Valuation Point on that Dealing Day. Applications received and accepted after the 12 noon dealing cut off point on a Dealing Day will be held over and dealt with at the price calculated as at the Valuation Point for the next Dealing Day.
The ACD has the right to reject, on reasonable grounds relating to the circumstances of the applicant,
any application for Shares in whole or part, and in this event the ACD will return any money sent, or the balance of such monies, at the risk of the applicant.
In respect of Class 8 only, an application for Shares will not be accepted by the ACD unless the applicant
has entered into the separate written agreement referred to above.
Any subscription monies remaining after a whole number of Shares has been issued will not be returned to the applicant. Instead, Smaller Denomination Shares will be issued in such circumstances. A Smaller
Denomination Share is equivalent to one thousandth of a Larger Denomination Share.
Applications for purchase will not be acknowledged but a contract note will, save where the purchase is via a regular savings plan (see below), be issued by the end of the Business Day following the relevant
Dealing Day, together with, where appropriate, a notice of the applicant’s right to cancel. The contract note will give details of the Shares purchased and the price used.
An applicant who is a consumer (meaning any natural person acting for purposes outside their trade, business or profession, or as further defined in the Financial Conduct Authority Handbook, hereafter a
“Consumer”) and who has received face to face advice in respect of their investment has the statutory right to cancel their application to buy Shares at any time during the 14 days after the date on which
they receive a cancellation notice from the ACD. However, the ACD has chosen to extend this statutory cancellation period and instead offers all Consumers the right to cancel their application for a 30 day
period from the receipt of the cancellation notice. If a Consumer decides to cancel the contract, and the value of the investment has fallen at the time the ACD receives the completed cancellation notice, the
Consumer will not receive a full refund as an amount equal to any fall in value will be deducted from the sum originally invested. The determination of any shortfall will be based upon the price of the Fund at
the next Dealing Day following the ACD’s receipt of the completed cancellation notice.
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AI Investment Funds ICVC Prospectus (16 March 2026) 39
If payment has not already been made settlement of the full purchase price and any related fees and expenses is due immediately. The ACD, at its discretion, may delay issuing the Shares until payment
is received. If settlement is not made within a reasonable period, the ACD has the right to cancel any Shares issued in respect of the application.
Share certificates will not be issued in respect of registered Shares. Ownership of Shares will be
evidenced by an entry on the Register of Shareholders. Statements covering periodic distributions on Shares will show the number of Shares held by the recipient. Individual statements of a Shareholder’s
(or in the case of joint holdings, the first named holder’s) Shares will also be issued at any time on request by the registered holder.
Regular Savings Plan
The ACD operates a regular savings plan for Class 1 and Class 6. The regular savings plan is subject normally to a minimum monthly subscription of £50 in any one Fund. Contract notes for the purchase
of Shares will not be issued to Shareholders investing through a regular savings plan. Regular savings may be permitted in Class 2 Shares at the ACD’s discretion.
Delivery Versus Payment Exemption on the purchase of Shares
The ACD makes use of the ‘delivery versus payment’ (DVP) exemption for Shareholders who consent,
as set out in the FCA’s Client Asset (CASS) Rules.
The use of the DVP exemption is limited to payments the ACD receives from Shareholders by electronic bank transfer or via commercial settlement systems (e.g. EMX or Clearstream) for the purposes of
settling a transaction in Shares.
The DVP exemption for payments received from a Shareholder by electronic bank transfer provides a period, during which the monies received will not be treated as "client money”, within the meaning of
the FCA’s Client Asset (CASS) Rules, from the point the ACD receives a Shareholder’s money until the close of the next business day.
Payments received from Shareholders via commercial settlement systems will not typically be treated
as client money during the same period as that which applies to other payment methods mentioned above. However for payments received via commercial settlement systems the ACD reserves the right
to extend the period during which money is not treated as client money until the close of business three business days after the receipt of the Shareholder’s money.
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Money which is not treated as client money will not be held in a segregated client bank account and will not be protected from the insolvency of the ACD. Should the ACD still hold Shareholder money after the expiry of the DVP exemption period, the ACD
will protect Shareholder money as client money until the transaction has been settled.
If a Shareholder makes payment to the ACD by cheque, debit card or direct debit, the ACD will protect the Shareholder’s money at the time of receipt and will not use the DVP exemption.
Selling Shares
A Shareholder wishing to sell Shares should contact the ACD by telephoning 0800 051 2003 * or in
writing. Instructions to sell are irrevocable. Unless the ACD agrees otherwise, it will not accept instructions to sell Shares on the basis of an authority communicated by electronic means. However,
the ACD may, at its discretion, introduce further methods in the future.
* Telephone calls may be recorded by the ACD, its delegates, their duly appointed agents and any of their respective related, associated or affiliated companies for record keeping, security and/or training purposes, please see the paragraph “Telephone Recording” below for further information.
Every Shareholder is entitled on any Business Day to request that the Company redeem their Shares
and the Company will be required to redeem them in accordance with the procedures set out below.
For all Funds other than the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors Global Equity Income Fund, redemption requests received and accepted by the ACD by the Valuation
Point on a Dealing Day will be dealt with at the price calculated as at the Valuation Point for that Dealing Day. All requests received and accepted after that time will be dealt with at the price calculated as at
the Valuation Point for the following Dealing Day.
For the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors Global Equity Income Fund, redemption requests which are received and accepted by the ACD by 12 noon on a
Dealing Day will be dealt with at the price calculated as at the Valuation Point on that Dealing Day. All requests received and accepted after the 12 noon dealing cut off point on a Dealing Day will be held
over and dealt with at the price calculated as at the Valuation Point for the next Dealing Day. A contract note giving details of the number and price of Shares sold will be sent to the selling Shareholder (the first named in the case of joint holders) together (if sufficient written instructions have
not already been given) with a form of renunciation for completion and execution by the Shareholder
(and in the case of joint holders, by all the joint holders) no later than the end of the Business Day following the day of the Valuation Point by reference to which the redemption price is determined. The redemption monies will be paid within four Business Days of the later of:
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1. the receipt by the ACD of the form of renunciation (or other sufficient written instructions) duly
signed by all the relevant Shareholders and completed as to the appropriate number of Shares, together with any other appropriate evidence of title; and
2. the Valuation Point following receipt by the ACD of the request to redeem.
However where money is owing on the earlier sale of the Shares to be redeemed and has not been
received and cleared by the time the redemption proceeds would otherwise be payable, then the redemption proceeds for those Shares will not be sent until such time as the initial money has been
received and cleared.
For the sale of Shares in Class 8, if any payment due from the Shareholder under the terms of the separate written agreement entered into as a condition to investing in that Class is overdue at the time
of the Shareholder’s request to redeem Shares, the ACD will have the right to deduct the outstanding amount from the redemption proceeds before paying the remainder (if any) to the Shareholder in
satisfaction of the redemption request.
Delivery Versus Payment Exemption on the sale of Shares
The ACD makes use of the ‘delivery versus payment’ (DVP) exemption, for Shareholders who consent,
as set out in the FCA’s Client Asset (CASS) Rules.
The use of the DVP exemption is limited to payments the ACD makes to Shareholders by electronic bank transfer and via commercial settlement systems (e.g. EMX or Clearstream).
All these methods of payment should clear in the Shareholder’s account on the payment date. However,
should such payments fail to clear on the payment date, the DVP exemption provides a period during which the ACD is not required to treat the payment as “client money” within the meaning of the FCA’s
Client Asset (CASS) Rules. For payments made to a Shareholder by electronic bank transfer this period begins on the date the ACD is due to pay the proceeds to the Shareholder until the close of the next
business day.
Payments made to Shareholders via commercial settlement systems will not typically be treated as
client money during the same period as that which applies to other payment methods mentioned above. However for payments made via commercial settlement systems the ACD reserves the right to extend the period during which money is not treated as client money until the close of business three business
days after the date the money is due and payable.
Money which is not treated as client money will not be held in a segregated client bank account and will not be protected from the insolvency of the ACD.
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Should the ACD still hold Shareholder money after the expiry of the DVP exemption period, it will protect
Shareholder money as client money until payment can be made.
If the ACD pays the proceeds from the sale of a Shareholder’s Shares by cheque, the money will be
treated as client money and held in a segregated client bank account from the date the ACD issues the cheque so it remains protected until it is cashed.
Minimum Redemption
Part of a Shareholder’s holding may be sold but the ACD reserves the right to refuse a redemption request if the value of the Shares of any Fund to be redeemed is less than the minimum redemption
amounts as stated in the table set out in the section headed “Shares” above.
Additionally the ACD reserves the right to refuse a redemption request for part of Shareholder’s holding if the value of the remaining holding would fall below the minimum aggregate investment amount (if
any) in a Fund or Class or the minimum holding in a Fund or Class as set out in the table set out in the section headed “Shares” above.
Minimum Holding
In respect of a Relevant Shareholder’s holding in a Relevant Class (as such terms are defined in the
table set out in the section headed “Shares” above) if: (i) following a redemption, cancellation, Switch or transfer, the holding in the Relevant Class
falls below the minimum holding specified above; and/or (ii) (in the case of Class 3 or Class 8 only) following a redemption, cancellation, Switch or
transfer, the eligibility criteria for the Relevant Class is otherwise breached; and/or (iii) (in the case of Class 4 or Class 5 only) the Relevant Shareholder fails to meet the
“ringfencing” requirement; and/or (iv) (in the case of Class 8 only) the Relevant Shareholder breaches the terms of the separate
commercial agreement with the ACD in respect of investment in Class 8; the ACD has discretion to Convert the Relevant Shareholder’s entire holding into another Class:
(a) In the case of (i) and (ii) with a lower minimum holding (if available); and/or (b) In the case of (iii) where no such ringfencing requirement applies; and/or
(c) In the case of (iv) where no such written agreement is required as a condition to investing in it.
The alternative Class is likely to have higher charges than the Relevant Class held by the Relevant
Shareholder (in the case of Class 8, when aggregated with amounts charged pursuant to that separate agreement). The ACD may use this discretion at any time but will give a minimum of 60 days’ prior
notice to the Relevant Shareholder. Failure by the ACD to use its discretion immediately after such
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redemption, cancellation, Switch or transfer will not constitute a waiver of this right. The value of Shares
for the purpose of this section is calculated by reference to their prevailing price. The minimum holding requirements will not be treated as being breached if the value of Shares held falls below the relevant
minimum solely as a result of a fall in the Share price.
Switching
Subject to the qualifications below, a Shareholder may at any time Switch all or some of their Shares of one Class or Fund (“ Original Shares” ) for a number of Shares of another Class or Fund (“ New Shares” ). The number of New Shares issued is determined by the following formula:
O x (CP x ER) N = SP
where: N is the number of New Shares to be issued;
O is the number of Original Shares to be Switched;
CP is the published dealing price at which one Share of the original Class/Fund can be redeemed;
ER is 1 (for same currency Shares); and
SP is the published dealing price at which a New Share in the new Class/Fund can be purchased,
in the case of CP and SP, the price referred to is the published dealing price at the applicable Valuation
Point.
Each number referred to in the definition of N or O shall be expressed to the third decimal place and rounded up thereto in the case of N, so that the integer represents the number of Larger Denomination
Shares and the decimal when multiplied by 1,000 represents the number of Smaller Denomination Shares.
If a Shareholder wishes to Switch Shares they should apply to the ACD in the same manner as for a
sale as set out in the section above headed “Selling Shares”. Applications to Switch Shares between Classes or Types within the same Fund will be deemed to be applications to Convert Shares and will
be dealt with in accordance with the Conversion process described below with the exception of the Aviva Investors UK Index Tracking Fund and the Aviva Investors Multi-Strategy Target Return Fund
where the applications will be dealt with in accordance with this “Switching” section.
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The ACD may at its discretion impose restrictions as to the Classes/Funds for which a Switch may be affected.
If the Switch would result in the Shareholder holding a number of Original Shares or New Shares of a
value which is less than the minimum holding in the Fund or Class concerned, the ACD may, if it thinks fit, Switch the whole of the applicant’s holding of Original Shares to New Shares or refuse to effect any
Switch of the Original Shares. No Switch will be made during any period when the right of Shareholders to require the redemption of their Shares is suspended. The general provisions on procedures relating
to redemption will apply equally to a Switch. For all Funds other than the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors Global Equity Income Fund, Switching requests received
after a Valuation Point will be held over until the next day which is a Dealing Day in the relevant Fund(s) or Class(es). For the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors Global
Equity Income Fund, Switching requests received after the dealing cut off point will be held over until the next day which is a Dealing Day.
A Switching Fee may be charged on the Switching of Shares between Funds and additionally
circumstances may arise on Switching when the ACD imposes an Investor Protection Fee. For further details in respect of the level and impact of any such Switching Fee or Investor Protection Fee, please
see the section headed “Fees and Expenses” below. The ACD may adjust the number of New Shares to be issued to reflect the imposition of any Switching Fee together with any other charges or levies in
respect of the issue or sale of the New Shares or repurchase or cancellation of the Original Shares as may be permitted by the COLL Sourcebook and the Instrument of Incorporation.
A Shareholder who Switches Shares in one Fund or Class for Shares in any other Fund or Class will
not be given a right to withdraw from or cancel the transaction.
It should be noted that a Switch of Shares in one Fund for Shares in any other Fund is treated as a realisation and will, for persons subject to United Kingdom taxation, be a disposal for the
purposes of UK taxation.
It should be noted that a Switch of Shares in one Fund for Shares in the same Fund is not
normally treated as a realisation and will not normally, for persons subject to United Kingdom taxation, be a disposal for the purposes of UK taxation, unless it is from a hedged Class to an
unhedged Class (or vice versa).
For further details on the tax implications of the Switch, please see the section headed ‘Taxation’ below.
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Converting
With the exception of the Aviva Investors UK Index Tracking Fund and the Aviva Investors MultiStrategy Target Return Fund a Shareholder may at any time Convert all or some of their Shares of one Class or Type (“ Original Shares” ) for a number of Shares of another Class or Type (“ New Shares” ) in the same Fund.
Conversions will be effected by the ACD recording the change of Type or Class on the Register of the Company.
The number of New Shares on such a Conversion shall be determined in accordance with the following formula:
N =
where:
N is the number of New Shares to be issued;
O is the number of Original Shares to be Converted;
CP1 is the published dealing price at which one Share of the original Class or Type can be redeemed;
ER is 1 (for the same currency Shares); and
CP2 is the published dealing price at which a single Share of the new Class or Type can be purchased,
in the case of CP1 and CP2, the price referred to is the published mid-market dealing price at the applicable Valuation Point for both the Original Shares and New Shares respectively.
Each number referred to in the definition of N or O shall be expressed to the third decimal place and
rounded up thereto in the case of N, so that the integer represents the number of Larger Denomination Shares and the decimal, when multiplied by 1,000, represents the number of Smaller Denomination
Shares.
If a Shareholder wishes to Convert Shares from one Class or Type to another, they should apply to the
ACD in the same manner as for a sale as set out in the section above headed ‘Selling Shares’.
CP2
O O x (CP1 1 x E ER)
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The Conversion shall take place no later than four Business Days after the Conversion request is
received by the ACD or at such other Valuation Point agreed by the ACD at the request of the Shareholder.
The ACD may at its discretion impose restrictions as to the Classes or Types for which a Conversion
may be effected.
If the Conversion would result in the Shareholder holding a number of Original Shares or New Shares
which are less than the required minimum holding for the Class or Type concerned, the ACD may, if it thinks fit, Convert the whole of the applicant’s Original Shares to New Shares or refuse to effect any
Conversion of the Original Shares. No Conversion will be made during any period when the right of Shareholders to require the redemption of their Shares is suspended. The general provisions on
procedures relating to redemption will apply equally to a Conversion.
A Conversion Fee may be charged on the Conversion. For further details in respect of the level and impact of any such Conversion Fee, please see the section headed “Fees and Expenses” below. The
ACD may adjust the number of New Shares to reflect the imposition of any Conversion Fee together with any other charges or levies in respect of the New Shares or the Original Shares as may be
permitted pursuant to the COLL Sourcebook and the Instrument of Incorporation.
A Shareholder who Converts Shares in one Class or Type for Shares in any other Class or Type in the same Fund will not be given a right to withdraw from or cancel the transaction.
With the exception of the Aviva Investors UK Index Tracking Fund and the Aviva Investors
Multi-Strategy Target Return Fund please note that the ACD will process any Shareholder request to exchange existing Shares for Shares of another Class or Type within the same Fund as a Conversion in accordance with the provisions of this section.
It should be noted that a Conversion of Shares in one Fund for Shares in the same Fund is not normally treated as a realisation and will not normally, for persons subject to United Kingdom
taxation, be a disposal for the purposes of UK taxation, unless it is from a hedged Class to an unhedged Class (or vice versa).
For further details on the tax implications of the Conversion, please see the section headed ‘Taxation’
below.
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Transfers
Shareholders are entitled to transfer their Shares to another person or body. All transfers must be in writing in the form of an instrument of transfer approved by the ACD for this purpose. Completed
instruments of transfer must be returned to the ACD. For further details please see the section headed “Instrument of Incorporation” below.
Compulsory Transfer, Redemption and Conversion
Shares in the Company may not be acquired or held by any person in circumstances (“ Relevant
Circumstances ”):
1. which constitute a breach of the law or governmental regulation (or any interpretation of a law
or regulation by a competent authority) of any country or territory; or
2. which would (or would if other Shares were acquired or held in the circumstances) result in the Company incurring any liability to taxation or suffering any other pecuniary disadvantage or
other adverse consequence (including a requirement to register under any securities or investment or similar laws or governmental regulation of any country or territory).
In this connection, the ACD has a discretion to reject any application for the purchase, sale or Switching
of Shares.
If it comes to the notice of the ACD that any Shares (“ Affected Shares ”) have been acquired or are being held directly or beneficially in any of these Relevant Circumstances or by virtue of which the
Shareholder or Shareholders in question is/are not qualified to hold such Shares or if it reasonably believes this to be the case, the ACD may give notice to the holder(s) of the Affected Shares requiring
the transfer of such Shares to a person who is qualified or entitled to own them or that a request in writing be given for the redemption or cancellation of such Shares in accordance with the COLL
Sourcebook. If any person upon whom such a notice is served does not within thirty days after the date of such notice transfer their Affected Shares to a person qualified to own them or establish to the
satisfaction of the ACD (whose judgement shall be final and binding) that they and any person on whose behalf they hold the Affected Shares are qualified and entitled to own them, they shall be deemed upon
the expiration of the thirty day period to have given a request in writing for the redemption or cancellation (at the discretion of the ACD) of all the Affected Shares pursuant to the COLL Sourcebook.
A person who becomes aware that they have acquired or holds Affected Shares in any of these
Relevant Circumstances, or by virtue of which they are not qualified to hold such Affected Shares, must immediately, unless they have already received a notice as set out above, either transfer all their
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Affected Shares to a person qualified to own them or give a request in writing for the redemption of all
their Affected Shares pursuant to the COLL Sourcebook.
In circumstances where the ACD has determined that a Class of a Fund is to be closed, the ACD is able to effect the compulsory Conversion of Shares from the closing Class to another Class of the Fund.
Such compulsory Conversion will only be effected where the rights attaching to the new Class are the same, or more favourable than the Class that is to be closed and where the ACD has satisfied itself that
the Conversion will not result in prejudice to investors in the Fund. The ACD will give prior notice to the Shareholders in the Fund prior to such a compulsory Conversion being effected.
The ACD is also able to effect a compulsory Conversion of:
Class 2 Shares in respect of the Aviva Investors Global Equity Endurance Fund, the Aviva
Investors Global Emerging Markets Equity Unconstrained Fund (please note that this fund is
in the process of being terminated and is no longer available for new investment) and the Aviva Investors Global Climate Aware Equity Fund;
Class 4, 5 or 7 Shares for all applicable Funds,
to another Class where a shareholding falls below the specified minimum holding (see the sections
entitled “Minimum Holding” above within the “Dealing in Shares” section); and
Class 3 Shares in respect of all Funds to another Class where a shareholding falls below the
specified minimum holding or fails to meet any other eligibility criteria for this Class;
Class 8 Shares in Aviva Investors Global Equity Endurance Fund, Aviva Investors Higher
Income Plus Fund and Aviva Investors Managed High Income Fund to another Class where a Shareholder breaches the terms of the separate agreement with the ACD and/or where a
shareholding falls below the specified minimum holding or fails to meet any other eligibility criteria for this Class,
(see the sections entitled “Minimum Holding” above within the “Dealing in Shares” section).
In addition, the ACD may carry out a compulsory Conversion of some or all of the Shares in any Class
into Shares of another Class where it reasonably believes that such Conversion is in the best interests of a Shareholder or Shareholders (for example, when such a conversion would achieve cost savings). The ACD will give at least 60 days’ prior written notice to the relevant Shareholders prior to such a
compulsory Conversion being effected. The right of Shareholders to redeem their Shares prior to a
Conversion taking effect will not be affected.
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Please note that, for any redemption that would leave a residual holding of less than the applicable minimum holding, the ACD has the discretion to require redemption of the entire holding. Please see the section above entitled “Selling Shares” for more information on redemptions.
In Specie Redemptions (Redemptions in kind)
If a Shareholder requests the redemption or cancellation of Shares the ACD may arrange that in place of payment of the price of the Shares in cash, the Company cancels the Shares and transfers Scheme
Property (or, if required by the Shareholder, the net proceeds of sale of relevant Scheme Property), to the Shareholder. This only applies however if the Shares represent over 5% (or such smaller
percentage as the ACD may decide) of the Fund’s value.
Before the proceeds of the cancellation of Shares become payable, the ACD must give written notice to the Shareholder that the Scheme Property or the proceeds of sale of Scheme Property will be transferred to that Shareholder.
The Scheme Property to be transferred will be selected by the ACD in consultation with the Depositary. They must ensure that the selection is made with a view to achieving no more advantage or disadvantage to the Shareholder requesting cancellation/redemption than to the continuing
Shareholders of the Fund concerned.
In Specie Applications (Applications in kind)
The ACD may, at its discretion and by special arrangement, agree to arrange for the Company to issue
Shares in exchange for assets other than money, but will only do so where the Depositary has taken reasonable care to determine that the Company’s acquisition of those assets in exchange for the Shares
is not likely to result in any material prejudice to the interests of Shareholders or potential Shareholders
of the Fund concerned.
The ACD will ensure that the beneficial interest in the assets concerned is transferred to or for the
account of the Company with effect from the date of issue of the Shares.
The ACD will not issue Shares in any Fund in exchange for assets the holding of which would be inconsistent with the investment objective of that Fund.
General
To satisfy a request for the issue, redemption or exchange of Shares, the ACD will normally sell Shares to, or repurchase Shares from, Shareholders to meet such requests.
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The ACD is entitled to hold Shares for its own account and to satisfy requests for sale from its own
holding. Although the ACD dealing in Shares held by it, for its own account, is not with the intention of making a profit there will be occasions when such dealings do give rise to a profit.
In some circumstances and in accordance with the COLL Sourcebook, the Company will issue or cancel
Shares to meet such requests. The COLL Sourcebook requires the ACD to procure the issue or cancellation by the Company where necessary to meet any obligation to sell or redeem Shares.
The ACD is under no obligation to account to the Company or to Shareholders for any profit it makes
on the issue, reissue or cancellation of Shares and will not do so.
The amount to be charged by or paid to the ACD for the sale of a Share by the ACD will not be more than the price of a Share notified to the Depositary at the relevant Valuation Point plus any Entry Charge
and/or Investor Protection Fee which may apply.
The amount to be paid by the ACD for the redemption of a Share will not be less than the price of a Share notified to the Depositary at the relevant Valuation Point minus any Exit Charge or Investor
Protection Fee which may apply.
Market timing
The Funds are intended to be a medium to long-term investment vehicle and are not designed to be used by investors for speculating on short-term market or currency movements. Information on the
typical investor profile and target market for each Fund is set out above. The ACD may refuse to accept a subscription or a Switch between Funds if it has reasonable grounds, in relation to the Shareholder
concerned, for refusing to accept a subscription or a Switch from them. In particular, the ACD may exercise this discretion if it believes the Shareholder has been or intends to engage in market timing
activities. The ACD does not condone or engage in market timing activities.
Money Laundering
Under current legislation in the United Kingdom to prevent money laundering, persons conducting
investment business are responsible for compliance with applicable anti-money laundering regulations. In order to comply with those regulations and protect Shareholders from fraud, the ACD is required to
carry out due diligence checks on all Shareholders or potential Shareholders and any party giving instructions for a Shareholder or their estate, at the start of the investment and on an on-going basis.
The ACD may use an external agency to verify the identity of Shareholders, potential Shareholders or any party giving instructions for a Shareholder, for anti-money laundering purposes.
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The ACD is also required to ensure that any existing Shareholder data and due diligence records are
kept up to date during the time of the investment including on the sale, purchase or transfer of Shares or distribution of income. Shareholders may therefore be contacted by the ACD from time to time to
check that the information held is still valid or to request updates of the documentation or information held by the ACD.
In the event of a delay or failure to produce any information or documentation required to satisfy the
ACD’s due diligence requirements, the ACD reserves the right to refuse to carry out the transaction requested, including accepting additional subscriptions or releasing the investment (including any
distribution payments due to the Shareholders), until the requested information has been provided.
Shareholders will be advised as to the information required in advance of any restrictions placed on their account.
Suspension of Dealings in Shares
The ACD may, with the prior agreement of the Depositary, and will, if the Depositary so requires,
temporarily suspend the issue, cancellation, sale, redemption and exchange of any Class of Shares in any of the Funds, if the ACD or the Depositary is of the opinion that due to exceptional circumstances
there is good and sufficient reason to do so, having regard to the interests of Shareholders or potential Shareholders. The ACD will ensure that a notification of suspension is made to all Shareholders as
soon as practicable after suspension commences.
Such a suspension will continue for as long as it is justified having regard to the interests of
Shareholders or potential Shareholders and must cease as soon as practicable after the exceptional
circumstances referred to above have ceased. The ACD and Depositary must formally review the suspension at least every 28 days and inform the Financial Conduct Authority of the results of the
review.
During the period of suspension the ACD may agree to issue, redeem or exchange Shares in which
case all deals accepted during, and outstanding prior to, the suspension will be undertaken at prices calculated at the first relevant Valuation Point after resumption of dealing.
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VALUATION
The basis of valuation of the Company’s or a Fund’s investments for the purpose of calculating the
issue and redemption price of Shares as stipulated in the COLL Sourcebook and the Instrument of Incorporation is summarised below.
The price of a Share is calculated by reference to the Net Asset Value of the Fund and Class to which
it relates at the Valuation Point. The Valuation Point for all Funds other than the Aviva Investors UK Index Tracking Fund, the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors Global Equity Income Fund is 12 noon on each Dealing Day.
The Valuation Point for the Aviva Investors UK Index Tracking Fund is 5.00 pm on each Dealing Day. The Valuation Point for the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors Global Equity Income Fund is 11.59 pm on each Dealing Day.
Investors should be aware that the Aviva Investors Multi-Strategy Target Return Fund and the Aviva
Investors Global Equity Income Fund operate a 12 noon dealing cut-off. Instructions to deal in Shares in relation to these Funds which are received and accepted by the ACD before 12 noon on a Dealing
Day will be processed at the 11.59pm Valuation Point on that Dealing Day. All instructions received and
accepted after this time will be held over and processed at the 11.59pm Valuation Point on the next Dealing Day. For example, an instruction received by 11.00am on a Tuesday will be processed at the
11.59pm Valuation Point on that day. However, an instruction received at 1.00pm on a Tuesday will not be processed until the 11.59pm Valuation Point on Wednesday.
For all other Funds instructions to deal in Shares received up to Valuation Point on a Business Day will be processed as at that time. Instructions received after the Valuation Point on a Business Day will be
processed on the next Dealing Day.
The ACD may carry out an additional valuation at any time if it considers it desirable to do so.
Calculation of the net asset value
The Net Asset Value of the Scheme Property of the Company and each Fund will be calculated in
accordance with the following provisions:
1. All the property of the Company or the Fund (as the case may be), including receivables, will
be included in the calculation subject as set out below.
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2. Property which is not cash (or other assets dealt with in paragraphs 3 and 4 below) or a
contingent liability transaction will be valued as follows and the prices used shall (subject as follows) be the most recent prices which it is practicable to obtain:
(a) units or shares in a collective investment scheme:
(i) if a single price for buying and selling units or shares is quoted, that price; or
(ii) if separate buying and selling prices are quoted, the average of those prices
provided that the buying price has been reduced by any entry or initial charge included in it and the selling price has been increased by any exit or redemption
charge attributable to it; or
(iii) if the ACD, in its absolute discretion, determines the price obtained is unreliable or no recent traded price is available or if no recent price exists, a value which the
ACD, in its absolute discretion, determines is fair and reasonable provided that the ACD will be entitled to rely upon the advice of a professional adviser which
the ACD reasonably believes to be qualified to give such advice;
(b) exchange-traded derivative contracts:
(i) if a single price for buying and selling the exchange-traded derivative contract is quoted, at that price; or
(ii) if separate buying and selling prices are quoted, at the average of the two prices
(c) over-the-counter derivative contracts shall be valued in accordance with the method of valuation as shall have been agreed between the ACD and the Depositary;
(d) any other investment:
(i) if a single price for buying and selling the security is quoted, that price; or
(ii) if separate buying and selling prices are quoted, the average of the two prices; or
(iii) if the ACD, in its absolute discretion, determines that the price obtained is
unreliable or no recent traded price is available or if the most recent price available does not reflect the ACD’s best estimate of the value, at a value which the ACD, in its absolute discretion, determines is fair and reasonable provided
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that the ACD will be entitled to rely upon the advice of a professional adviser
which the ACD reasonably believes to be qualified to give such advice; and
(iv) any item of Scheme Property other than that described in paragraphs 2(a), 2 (b), 2 (c) above: at a value which the ACD, in its absolute discretion, determines
represents a fair and reasonable mid-market price.
3. Cash and amounts held in current, deposit and margin accounts and in other time related
deposits shall be valued at their nominal values.
4. In determining the value of the Scheme Property, all instructions given to issue or cancel Shares
received prior to the Valuation Point shall be assumed (unless the contrary is shown) to have been carried out and any cash payment made or received and all consequential action required
by the Regulations, the Instrument of Incorporation or this Prospectus shall be assumed (unless the contrary has been shown) to have been taken.
5. Subject to paragraphs 6 and 7 below, agreements for the unconditional sale or purchase of
Scheme Property which are in existence but uncompleted shall be assumed to have been completed and all consequential action required to have been taken. Such unconditional
agreements need not be taken into account if made shortly before the valuation takes place and if the ACD, in its absolute discretion, determines their omission will not materially affect the
final Net Asset Value.
6. Futures or contracts for differences which are not yet due to be performed and unexpired and unexercised written or purchased options shall not be included under paragraph 5.
7. All agreements are to be included under paragraph 5 which are, or ought reasonably to have
been, known to the person valuing the property assuming that all other persons in the ACD’s employment take all reasonable steps to inform it immediately of the making of any agreement.
8. An estimated amount for anticipated tax liabilities (on unrealised capital gains where the liabilities have accrued and are payable out of the Scheme Property of the Scheme; on realised
capital gains in respect of previously completed and current accounting periods; and on income where liabilities have accrued) at the Valuation Point shall be deducted including (as applicable
and without limitation) tax on chargeable gains, income tax, corporation tax, VAT, stamp duty, SDRT and any foreign taxes or duties.
9. An estimated amount for any liabilities payable out of the Scheme Property and any tax or duty
thereon, treating periodic items as accruing from day to day, shall be deducted.
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10. The principal amount of any outstanding borrowings whenever repayable and any accrued but unpaid interest on borrowings shall be deducted.
11. An estimated amount for accrued claims for tax of whatever nature which may be recoverable
shall be added.
12. Any other credits or amounts due to be paid into the Scheme Property shall be added.
13. A sum representing any interest or any income accrued, both on cash and interest bearing securities, due or deemed to have accrued but not received, and any SDRT provision anticipated to be received, shall be added.
14. Currencies or values in currencies other than the Company’s base currency or (as the case
may be) the designated currency of a Fund shall be translated at the relevant Valuation Point at a rate of exchange that is not likely to result in any material prejudice to the interests of
Shareholders and/or potential Shareholders.
Notwithstanding the foregoing, the ACD may, at its discretion, use other generally recognised valuation principles in order to reach a proper valuation of the Net Asset Value of the Company or a Fund, in the
event that it is impractical or manifestly incorrect to carry out a valuation of an investment in accordance with the above rules or it considers such principles better reflect the valuation of a security, interest or
position and are in accordance with generally accepted accounting principles.
Fair Value Pricing
The ACD may, in its absolute discretion and in circumstances where:
1. it believes that no reliable price for the property in question exists; or
2. such price, if it does exist, does not reflect the ACD’s best estimate of the value of such property,
value the Scheme Property or any part of Scheme Property at a price which, in its opinion, reflects a fair and reasonable price for that property ( fair value pricing ).
The ACD is permitted to use fair value pricing in specific circumstances and pursuant to processes and
methodologies that it must have notified to the Depositary. Examples of the circumstances in which the ACD might consider using fair value pricing where a Fund’s Valuation Point is set during the time when
markets in which its portfolio is invested are closed for trading include (without limitation):
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1. market movements above a pre-set trigger level in other correlated open markets; 2. war, natural disaster, terrorism;
3. government actions or political instability; 4. currency realignment or devaluation;
5. changes in interest rates; 6. corporate activity;
7. credit default or distress; or
8. litigation.
Even if a Fund’s Valuation Point is set during the time other markets are open for trading, other scenarios might include (without limitation):
1. failure of a pricing provider;
2. closure or failure of a market;
3. volatile or “fast” markets;
4. markets closed over national holidays;
5. stale or unreliable prices; or
6. listings suspensions or de-listings.
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INCOME AND DISTRIBUTIONS
Accounting periods
The annual accounting period of the Company ends each year on 15 October (the accounting reference
date) and the interim half yearly accounting period ends each year on 15 April. The Aviva Investors Multi-Strategy Target Return Fund, Aviva Investors Strategic Bond Fund, Aviva Investors US Equity
Income Fund I and Aviva Investors Global Equity Income Fund will also have quarterly interim Distribution Periods ending each year on 15 January and 15 July. The Aviva Investors Higher Income
Plus Fund, Aviva Investors Sterling Corporate Bond Fund, Aviva Investors Multi-asset Income Fund and Aviva Investors Managed High Income Fund will, in addition to the annual and interim accounting
periods, have monthly interim Distribution Periods ending on the 15th of each of the remaining 10 months.
Distributions
The Funds will make dividend distributions or accumulations except where over 60% of the Fund’s property has been invested throughout the Distribution Period in interest-bearing investments,
in which case it will make interest distributions or accumulations unless the ACD considers it more appropriate that dividend distributions or accumulations should be made in respect of that Distribution
Period. Please contact the ACD for further information regarding the type of distribution paid by each Fund.
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Distributions to the holders of Income Shares will be made within two months of the end of each
Distribution Period, with the exception of Funds that pay monthly. Distributions will therefore be made as follows:
Distribution Period Ends Income Distribution Paid on or before
15 October 15 December
15 January* 15 March*
15 April** 15 June**
15 July* 15 September*
*Funds with quarterly interim Distribution Periods only.
**Funds with quarterly and 6 monthly interim Distribution Periods only.
For the Aviva Investors Global Equity Endurance Fund, the Aviva Investors Global Emerging Markets
Equity Unconstrained Fund (please note that this fund is in the process of being terminated and is no longer available for new investment) and the Aviva Investors Global Climate Aware Equity Fund,
distributions are accumulated annually. For the Aviva Investors Multi-Strategy Target Return Fund,
distributions are accumulated quarterly.
For Funds that make monthly distributions, distributions will be made as follows:
The Aviva Investors Higher Income Plus Fund distributes income on or before the 14th day of the
month following each Distribution Period end date.
The Aviva Investors Sterling Corporate Bond Fund distributes income on or before the 27th day of
the month following each Distribution Period end date.
The Aviva Investors Managed High Income Fund distributes income on or before the 27th day of the month following each Distribution Period end date.
The Aviva Investors Multi-asset Income Fund distributes income on or before the 14th day of the
month following each Distribution Period end date.
The amount available for distribution in any Distribution Period is calculated in accordance with the allocation procedure set out below. Distributions may be made by cheque or bank transfer or such other means of payment as may be permitted by the ACD in each year.
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If a distribution of income remains unclaimed for a period of six years after it has become due, it will be forfeited and will revert to the Fund. If the Fund is no longer in existence, the income will revert to the Company. The amount available for distribution in any Distribution Period is calculated by taking the
aggregate of the income received or receivable for the account of the relevant Fund in respect of that Distribution Period. The ACD then makes such other adjustments as it considers appropriate (and after
consulting the Auditors as appropriate) in relation to taxation, income equalisation, income unlikely to be received within 12 months following the relevant income allocation date, income which should not
be accounted for on an accrual basis because of lack of information as to how it accrues, transfers
between the income and capital account and other matters.
Allocations of income
On or before each income allocation date (being the date that is two months after the end of the relevant Distribution Period), the ACD will calculate the amount available for income allocation for the
immediately preceding Distribution Period, will inform the Depositary of that amount and allocate the available income to the Shares of each Class in issue in respect of that Fund, taking account of the
procedure set out below and the proportionate amounts of available income attributable to each Class in a Fund.
The income available for distribution or accumulation in relation to a Fund is determined in accordance
with the COLL Sourcebook and the Instrument of Incorporation.
As at the end of each relevant Distribution Period, the ACD will arrange for the Depositary to transfer the amount of income allocated to Classes that distribute income (being in essence the amount
available for income allocation calculated in accordance with COLL) to the distribution account.
The income available for allocation and distribution in respect of each Class is calculated by taking the aggregate of the income property received or receivable for the account of such Class in respect of that
period, deducting charges and expenses paid or payable by such Class out of the income in respect of the period, adding the ACD’s best estimate of any relief from tax on such charges and expenses, and
making other adjustments which the ACD considers appropriate in relation to both income and expenses (including taxation), after consulting the Auditors when required to do so, in relation to:
1. taxation;
2. potential income which is unlikely to be received until 12 months after the income allocation date;
3. income which should not be accounted for on an accrual basis because of lack of information about how it accrues;
4. any transfers between the income account and capital account that are required in relation to:
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(i) stock dividends;
(ii) income equalisation included in income allocations from other collective investment schemes;
(iii) the allocation of payments in accordance with COLL 6.7.10R (Allocation of payments to income or capital);
(iv) taxation; and
(v) the aggregate amount of income property included in Shares issued and Shares cancelled during the period.
5. making any other adjustments or any reimbursement of set-up costs that the ACD considers appropriate after consulting the Auditors.
An allocation of income (whether annual or interim) to be made in respect of each Share issued by the
Company or sold by the ACD during the Distribution Period in respect of which that income allocation is made will be of the same amount as the allocation to be made in respect of the other Shares of the
same Class in a Fund.
Each allocation of income made at a time when more than one Class is in issue in a Fund shall be done by reference to the relevant Shareholders’ proportionate interests in the property of that Fund. These
will be ascertained by reference to the “ Proportion Account ” for each such Class described in the section entitled “Proportionate entitlements” below.
The ACD will distribute the income allocated to Income Shares of each Class in a Fund among their
holders in proportion to the numbers of such Shares held, or treated as held, by them respectively at the end of the relevant Distribution Period. The ACD will pay the distribution to the holders of Income
Shares in accordance with the instructions.
The amount of income allocated to the holders of a Class of Accumulation Shares will become part of the capital property (as defined in the COLL Sourcebook) attributable to those Shares as at the end of
the relevant Distribution Period. Where other Classes are in issue in respect of a Fund during that Distribution Period, the interests of the holders of Accumulation Shares in the amount of income
allocated to a particular Class must be satisfied by an adjustment, as at the end of the period, in the proportion of the value of the Scheme Property to which the price of an Accumulation Share in the
relevant Class is related. The adjustment must be such as will ensure that the price per Share of an Accumulation Share of the relevant Class remains unchanged despite the transfer of income to the
capital property of the Company.
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Income equalisation
The following provisions shall apply in respect of Shares in issue in respect of each of the Funds.
An allocation of income (whether annual or interim) to be made in respect of each Share to which this clause applies issued by the Company or sold by the ACD during the Distribution Period in respect of
which that income allocation is made shall be of the same amount as the allocation to be made in respect of the other Shares in the same Class in issue in respect of the same Fund but shall include a
capital sum ( income equalisation ) representing the ACD’s best estimate of the amount of income included in the price of that Share.
The amount of income equalisation in respect of any Share shall be either:
1. the actual amount of income included in the issue price of that Share; or
2. an amount arrived at by taking the aggregate of the amounts of income included in the price in
respect of Shares of that Class issued or sold in the annual or interim Distribution Period in question and dividing that aggregate amount by the number of such Shares and applying the
resultant average to each of the Shares in question.
Proportionate entitlements
Where Funds have more than one Class in issue, the proportionate interests of each Class, in the
amount available for income allocation will be determined in accordance with the Instrument of Incorporation.
The proportionate interests of each Class in the assets and income of the Fund shall be calculated as
follows:
A notional account will be maintained for each Class. Each account will be referred to as a “Proportion
Account”. The word proportion in the following paragraphs used in connection with a Class of Share means the proportion which the balance on the Proportion Account for that Class at the relevant time
bears to the aggregate of all the balances on all the Proportion Accounts maintained in respect of the
Fund at that time.
There will be credited to a Proportion Account:
1. upon an initial or subsequent subscription for any Share of the relevant Class, the subscription
price of that Share;
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2. on each Dealing Day, that Class’s proportion of the amount by which the Net Asset Value of
the Fund exceeds the Net Asset Value of the Fund on the preceding Dealing Day (ignoring in the calculations of the Net Asset Value all costs, charges, liabilities of any kind and expenses
incurred solely in respect of one or more Class of Share);
3. that Class’s proportion of the income of the Fund received and receivable (except to the extent already taken into account);
4. any notional tax benefit allocated to that Class (except to the extent already taken into account);
and
5. any other amount which the ACD considers to be appropriate to credit to that Proportion Account.
There will be debited to a Proportion Account:
1. upon redemption of any Share of the relevant Class, the redemption price of that Share;
2. on each Dealing Day, that Class’s proportion of the amount by which the Net Asset Value of
the Fund is less than the Net Asset Value of the Fund on the preceding Dealing Day (ignoring in the calculations of the Net Asset Value all costs, charges, liabilities of any kind and expenses
incurred solely in respect of one or more Class of Share);
3. upon any amount becoming due and payable as a distribution in respect of Shares of the relevant Class, the amount to be distributed in respect of that Class;
4. all costs, charges, liabilities of any kind and expenses incurred solely in respect of that Class;
5. that Class’s share of the costs, charges, liabilities of any kind and expenses incurred in respect of that Class and one or more other Class or Classes; and
6. any notional tax liability allocated to that Class (except to the extent already taken into account).
Any tax liability in respect of the Fund and any tax benefit received or receivable in respect of the Fund
will be allocated between Classes in order to achieve, so far as possible, the same result as would have been achieved if each Class were itself a Fund so as not materially to prejudice that Class. The
allocation will be carried out by the ACD after consultation with the Auditors.
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Where a Class is denominated in a currency which is not the base currency of the Fund, the balance
of the Proportion Account shall be translated into the base currency of the Fund in order to ascertain the proportions of all Classes. Translations between currencies shall be at a rate that is not likely to
result in any material prejudice to the interests of Shareholders or potential Shareholders of any Class.
The Proportion Accounts are:
1. memorandum accounts maintained for the purpose of calculating proportions. They do not represent debts from the Company to Shareholders or the other way round;
2. maintained such that each credit and debit to a Proportion Account shall be allocated to that
account on the basis of that Class’s proportion immediately before the allocation. All such adjustments shall be made as are necessary to ensure that on no occasion on which the
proportions are ascertained is any amount counted more than once.
The Company may adopt a method of calculating the amount of income to be allocated between the Shares in issue in respect of any Fund which is different to the method set out above provided that the
ACD is satisfied that such method is fair to Shareholders and that it is reasonable to adopt such method in the given circumstances.
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RISKS
The following are important warnings and potential investors should consider the following risk
factors before investing in the Company.
The following risk factors may relate to a particular Fund as that Fund invests directly in a particular asset or because that Fund invests in a collective investment scheme which in turn invests in a particular
asset.
General
There are inherent risks in investment markets. Security prices are subject to market fluctuations and
can move irrationally and be unpredictably affected by many and various factors including political and economic events and rumours. There can be no assurance that any appreciation in value of investments
will occur. The value of investments and the income derived from them may go down as well as up and investors may receive less than the original amount invested.
There is no guarantee that the investment objectives of any Fund will be achieved. It is important to
note that past performance is not a guide to future returns or growth. Shares should be viewed as a medium to long term investment.
Investors will need to decide whether or not an investment vehicle of this nature is appropriate for their
requirements.
Counterparty Risk See also ‘Credit Risk’. The bankruptcy or default of any counterparty could result in losses to any Fund.
In addition, a Fund may bear the risk of loss because a counterparty does not have the legal capacity to enter into a transaction, or if the transaction becomes unenforceable due to relevant legislation or
regulation (see ‘Legal Risk’).
In the case of any insolvency or failure of any such party, a Fund might recover only a pro rata share of
all property available for distribution to all of such party’s creditors and/or customers. Such an amount may be less than the amounts owed to that Fund.
Trading in financial derivative instruments which have not been collateralised gives rise to direct counterparty exposure. A Fund might mitigate much of this risk by receiving collateral with a value at
least equal to the exposure to each counterparty but, to the extent that any financial derivative instrument is not fully collateralised or, to the extent the Fund has provided collateral to the counterparty
under a SFT in excess of the termination value of the underlying contract, a default by the counterparty
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may result in a reduction in the value of a Fund. In the event of the insolvency of the counterparty to a derivative, the Fund of the Company will be treated as a general creditor of such counterparty, and will not have any claim with respect to the underlying indebtedness. Consequently, that Fund of the
Company will be subject to the credit risk of the counterparty as well as that of the issuer of the indebtedness. As a result, concentrations of derivatives in any one counterparty may subject a Fund to
an additional degree of risk with respect to defaults by such counterparty as well as by the issuer of the underlying indebtedness.
To mitigate counterparty risk the Company will only use preferred counterparties which it believes to be
creditworthy and may reduce the exposure incurred in connection with such transactions through the use of collateral. A formal review of each new counterparty is completed and all approved counterparties are regularly assessed. However there can be no guarantee that a counterparty will not default or that
a Fund of the Company will not sustain losses as a result.
The ACD is free to use one or more separate counterparties for derivative investments. Some or all of
these counterparties may be associates of the Aviva Group.
Credit Risk See also ‘Counterparty Risk’. Credit risk is the risk that the counterparty to a financial instrument will
fail to discharge an obligation. Each Fund will be exposed to a credit risk for the parties with whom it
trades. Investing in sovereign debt, any other debt guaranteed by a sovereign government, or corporate debt entails risks related to the issuer’s ability and willingness to repay principal and pay interest. A default by the issuer of the bond may impact the value of a Fund. Short-term cash equivalent
investments, such as commercial paper, bankers’ acceptances, certificates of deposit, and repurchase transactions, are not guaranteed by any government and are subject to some risk of default.
Credit risk may also arise through a default by one or several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a
series of defaults by the other institutions. This is sometimes referred to as a "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities
firms and exchanges, with which the Company interacts on a daily basis.
Equities
In general, equities involve higher risks than bonds or money market instruments. Equities can lose
value rapidly, and can remain at low prices indefinitely. Equities of companies that appear to be priced below true value may continue to be undervalued. If a company goes through bankruptcy or other
financial restructuring, its equities may lose most or all of their value.
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Derivatives usage
Over-the-Counter Counterparty (OTC) and Market Risk Each of the Funds may hold OTC derivative positions. The fair value of these derivatives will take into account their tendency, in some cases, to have limited liquidity and higher price volatility. In addition, a
Fund holding OTC derivatives will be exposed to credit risk on counterparties with whom the transactions are made and will bear the risk of settlement default with those counterparties.
Liquidity Risk When trading derivatives; market demand can impact the ability to acquire or liquidate assets, particularly where positions and contracts entered into are complex and bespoke. Counterparty liquidity can be reduced by lower credit ratings or large cash outflows and margin calls can increase a Fund’s
liquidity risk.
Credit Default Swaps The Funds may use credit default swaps. A credit default swap is a bilateral financial contract in which
one counterparty (the protection buyer) pays a periodic fee in return for a contingent payment by the protection seller following a credit event of a reference issuer. The protection buyer must either sell particular obligations issued by the reference issuer for its par value (or some other designated
reference or strike price) when a credit event (such as bankruptcy or insolvency) occurs or receive a
cash settlement based on the difference between the market price and such reference price. The Funds may use credit default swaps in order to hedge the specific credit risk of some of the issuers in their portfolio by buying protection. As with any OTC derivative, a Fund holding credit default swaps will be
exposed to counterparty risk with whom the transactions are made and will bear the risk of settlement
default with those counterparties. There is also the risk of legal disputes as to whether a credit event has occurred, which could mean that a Fund cannot realise the full value of the credit default swap. In addition, capability to close out positions before maturity may be limited.
Exchange-Traded Futures Contracts A particular risk associated with this type of contract is the means by which the futures contract is required to be terminated. A futures contract can only be terminated by entering into an offsetting
transaction. This needs a liquid secondary market on the exchange on which the original position was established. The ACD will use its judgement to establish that there appears to be a liquid secondary
market for such instruments but there can be no assurance that such a market will exist for any particular contract at any point in time. In that event, it might not be possible to establish or liquidate a position.
In addition, because the instrument underlying a futures contract traded by the Fund will often be different from the instrument or market being hedged or to which exposure is sought, the correlation
risk could be significant and could result in losses to the Fund. The use of futures involves basis risk the risk that changes in the value of the underlying instrument will not be fully reflected in the value of
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the futures contract. The liquidity of a secondary market in futures contracts is also subject to the risk of trading halts, suspensions, exchange or clearing house equipment failures, government intervention, insolvency of a brokerage firm, clearing house or exchange or other disruptions of normal trading
activity. Each securities exchange typically has the right to suspend or limit trading in all securities which it lists. Such a suspension would render it impossible for the Fund to liquidate positions and, accordingly,
expose the Company to losses and delays in its ability to redeem Shares. There is also a degree of leverage inherent in futures trading i.e. the loan margin deposits normally required in futures trading
means that such trading may be leveraged.
Forward Currency Contracts Forward contracts, are not traded on exchanges, are not standardised and each transaction tends to be negotiated on an individual basis. Forward and ‘cash’ trading is substantially unregulated.
There is no requirement that the principals who deal in the forward markets are required to continue to make markets in the currencies they trade and these markets can experience periods of illiquidity,
sometimes of significant duration. Disruptions can occur in any market traded by the Fund due to unusually high trading volume, political intervention or other factors. The imposition of controls by governmental authorities might also limit such forward trading to less than that which the ACD would
otherwise recommend, to the possible detriment of the Fund. In respect of such trading, the Fund is
subject to the risk of counterparty failure or the inability or refusal by a counterparty to perform with respect to such contracts. Market illiquidity or disruption could result in major losses to the Fund.
The ACD considers that derivative usage in respect of any Fund other than the Aviva Investors Multi-Strategy Target Return Fund and the Aviva Investors Strategic Bond Fund:
is not likely significantly to amplify the movement of the prices of Shares in that Fund; and
is not expected to increase the risk profile of that Fund compared to the risk profile the Fund
would have if it invested directly in the underlying assets.
Details of derivatives usage and the associated risks in respect of the Aviva Investors Multi
Strategy Target Return Fund and the Aviva Investors Strategic Bond Fund are detailed in the sections headed ‘Additional risks for the Aviva Investors Multi-Strategy Target Return Fund’ and ‘Additional risk for the Aviva Investors Strategic Bond Fund’ below.
Liquidity Risk
The absence of adequate liquidity which restricts investment opportunities is known as liquidity risk.
Liquidity risk tends to compound other risks. If a Fund has a position in an illiquid asset, its limited ability to liquidate that position at short notice will compound its market risk.
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Currency Exchange Rates
Investments for some Funds will be made in assets denominated in various currencies and exchange
rate movements may affect the value of an investment favourably or unfavourably, separately from the gains or losses otherwise made by such investments.
Effect of Entry Charge
Where charged, the Entry Charge is deducted from the investment at outset. Hence investors, having
paid an Entry Charge, who redeem their Shares in the short term may not (even in the absence of a fall in the value of the relevant investments) realise the original amount invested.
Emerging Markets
In general, investment in emerging markets (such as the less developed markets of Asia, Africa, South
America, and Eastern Europe) involve higher risk than developed markets (such as those of Western Europe, the United States of America, and Japan).
Risks that may be higher in emerging markets include:
failed or delayed settlement of market transactions;
lack of standardised or reliable custody and/or registration arrangements, particularly in Russia, where the securities are not directly held or controlled by the Depositary or its local agent; This
may give rise to difficulties and delays in settling, realising and recovering assets of the Funds.
companies in emerging markets may not be subject (i) to accounting, auditing and financial
reporting standards, practices and disclosure requirements comparable to those applicable to companies in major markets; and (ii) to the same level of government supervision and
regulation of stock exchanges as countries with more advanced securities markets;
political, economic, or social instability which means conditions may change without notice;
unfavourable changes in regulations and laws;
excessive fees, trading costs or taxation, or outright seizure of assets;
rules or practices that place outside investors at a disadvantage;
incomplete, misleading, or inaccurate information about securities and/or their issuers could affect the accuracy of security valuations;
manipulation of market prices by large investors;
currency risk, due to restrictive currency control regulations, artificial conversion rates, and
greater short-term fluctuation in currency exchange rates;
arbitrary delays and unscheduled market closures; and
fraud and corruption.
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Accordingly, certain emerging markets may not afford the same level of investor protection as would apply in more developed jurisdictions.
Restrictions on foreign investment in emerging markets may preclude investment in certain securities by certain Funds and, as a result, limit investment opportunities for the Funds. Substantial government
involvement in, and influence on, the economy may affect the value of securities in certain emerging markets. The Funds could be adversely affected by the introduction of new restrictions over the
repatriation of capital, dividends, interest or other income from emerging market countries. Economic or political conditions could lead to the revocation or variation of consent to repatriate monies back to
the Funds. Lack of liquidity and efficiency in certain of the stock markets or foreign exchange markets in certain
emerging markets may mean that from time to time the ACD may experience more difficulty or delays in purchasing, selling, or receiving settlement for securities, than would be expected in a more
developed markets.
The legislative framework may be relatively new and untested and there can be no assurance regarding how local courts or agencies will react to questions arising from a Fund’s investment in such countries.
There is no guarantee that arrangements made between the Depositary and any agent, sub-custodian
or their delegate will be upheld by a local court, or that any judgement obtained by the Depositary or the Fund will be enforced by the local court.
Investors should consider whether or not investment in such Funds is either suitable for or should
constitute a substantial part of an investor’s portfolio.
China
Investors should be aware that, in addition to the “Emerging Markets” risks outlined above, investment
in China exposes Funds to particular risks, as further outlined in this section. Generally, investors should note that the rights of investors in China are uncertain, government intervention is common and
unpredictable, and many of the market systems are unproven. Chinese authorities may impose measures that result in additional costs and/or have the effect of blocking, limiting or otherwise
restricting trading, potentially hindering a Fund in implementing its intended investment strategy.
Stock Connect Risk
Certain Funds may invest in China A-Shares through the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect programmes (the “Stock Connect”). The Stock Connect is a
securities trading and clearing linked programme developed by Hong Kong Exchanges and Clearing Limited ("HKEx"), the Hong Kong Securities Clearing Company Limited ("HKSCC"), Shanghai Stock
Exchange, Shenzhen Stock Exchange and China Securities Depository and Clearing Corporation
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Limited ("ChinaClear") with an aim to achieve mutual stock market access between mainland China
and Hong Kong. The Stock Connect allows foreign investors to trade certain Shanghai Stock Exchange or Shenzhen Stock Exchanges listed China A-Shares through their Hong Kong based brokers. Any
Fund seeking to invest via the Stock Connect is subject to the following additional risks:
Clearing and Settlement Risk: The HKSCC and ChinaClear have established the clearing links
and each will become a participant of each other to facilitate clearing and settlement of crossboundary trades. For cross-boundary trades initiated in a market, the clearing house of that
market will on one hand clear and settle with its own clearing participants, and on the other
hand undertake to fulfil the clearing and settlement obligations of its clearing participants with the counterparty clearing house. As the national central counterparty of the PRC’s securities market, ChinaClear operates a comprehensive network of clearing, settlement and stock
holding infrastructure. ChinaClear has established a risk management framework and measures that are approved and supervised by the China Securities Regulatory Commission.
The chances of a ChinaClear default are considered to be remote. In the event ChinaClear defaults, HKSCC's liabilities under its market contracts with clearing participants will be limited
to assisting clearing participants in pursuing their claims against ChinaClear. HKSCC should act in good faith to seek recovery of the outstanding stocks and monies from ChinaClear
through available legal channels or the liquidation of ChinaClear. In that event, the Fund may not fully recover its losses or its Stock Connect securities or the process of recovery could be
delayed.
Legal/Beneficial Ownership: Where securities are held in custody on a cross-border basis, there
are specific legal/beneficial ownership risks linked to compulsory requirements of the local Central Securities Depositaries, HKSCC and ChinaClear. As in other emerging and less
developed markets, the legislative framework is only beginning to develop the concept of legal/formal ownership and of beneficial ownership or interest in securities. In addition, HKSCC,
as nominee holder, does not guarantee the title to Stock Connect securities held through it and is under no obligation to enforce title or other rights associated with ownership on behalf of
beneficial owners. Consequently, the courts may consider that any nominee or custodian as registered holder of Stock Connect securities would have full ownership thereof, and that those
Stock Connect securities would form part of the pool of assets of such entity available for distribution to creditors of such entities and/or that a beneficial owner may have no rights
whatsoever in respect thereof. Consequently the Fund and the Depositary cannot ensure that the Fund’s ownership of these securities or title thereto is assured. To the extent that HKSCC
is deemed to be performing safekeeping functions with respect to assets held through it, it should be noted that the Depositary and the Fund will have no legal relationship with HKSCC and no direct legal recourse against HKSCC in the event that the Fund suffers losses resulting
from the performance or insolvency of HKSCC.
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No Protection by Investor Compensation Fund: Investments through the Stock Connect are
conducted through brokers, and are subject to the risks of default by such brokers in their obligations. The Funds’ investments under the Stock Connect are not covered by the Hong
Kong’s Investor Compensation Fund, which is established to pay compensation to investors of any nationality who suffer pecuniary losses as a result of default of a licensed intermediary or
authorised financial institution in relation to exchange-traded products in Hong Kong. Therefore the Fund is exposed to the risks of default of the broker(s) it engages in its trading in China A
Shares through the Stock Connect. Further, since the Fund is carrying out trading through securities brokers in Hong Kong but not PRC brokers, it is not protected by the China Securities
Investor Protection Fund in the PRC.
Operational risk: The Stock Connect provides a channel for investors from Hong Kong and
overseas to access the PRC Stock Exchanges directly. The Stock Connect is premised on the functioning of the operational systems of the relevant market participants. Market participants
are able to participate in these programmes subject to meeting certain information technology capability, risk management and other requirements as may be specified by the relevant exchange and/or clearing house. The securities regimes and legal systems of the two markets
differ significantly and market participants may need to address issues arising from the
differences on an on-going basis. Further, the “connectivity” in the Stock Connect requires routing of orders across the border. There is no assurance that the order routing systems will
function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems fail to function properly, trading in both markets through
the programme can be disrupted. The Fund’s ability to access the China A-Shares market (and hence to pursue its investment strategy) will be adversely affected. The HKSCC provides clearing, settlement, nominee functions and other related services of the trades executed by
Hong Kong market participants. PRC regulations which include certain restrictions on selling
and buying will apply to all market participants. In the case of sale, pre-delivery of shares is required to the broker. Because of such requirements, the Fund may not be able to purchase and/or dispose of holdings of in a timely manner.
Quota limitations risk: The Stock Connect is subject to quota limitations. Trading under the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect will be
subject to a daily quota respectively (“Daily Quota”). The Daily Quota will apply on a “net buy” basis. In particular, once the remaining balance of the Daily Quota drops to zero or the Daily
Quota is exceeded during the opening call auction session, new buy orders will be rejected (though investors will be allowed to sell their cross-boundary securities regardless of the quota
balance). Therefore, quota limitations may restrict the Fund’s ability to invest in China A-Shares through the Stock Connect on a timely basis, and the Fund may not be able to effectively pursue
its investment strategies.
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Regulatory risk: Any changes in laws, regulations and policies of the China A-Shares market
or rules in relation to Stock Connect may affect trading capabilities and/or share prices. Additionally, the Stock Connect is a novel concept and is subject to regulations promulgated by
regulatory authorities and implementation rules made by the stock exchanges in the PRC and Hong Kong. Further, new regulations may be promulgated from time to time by the regulators
in connection with operations and cross-border legal enforcement in connection with crossborder trades under the Stock Connect. Also, the current regulations are subject to change.
There can be no assurance that the Stock Connect will not be abolished. Any Fund which may invest via the Stock Connect may be adversely affected as a result of such changes.
China Interbank Bond Market (“CIBM”) and Bond Connect Risk The CIBM is an interbank bond market where the products traded include government bonds, policy
bank bonds and corporate bonds. Certain Funds may invest in the CIBM through “Bond Connect”, an initiative developed by the China Foreign Exchange Trade System & National Interbank Funding
Centre, China Central Depository & Clearing Corporation Limited, Shanghai Clearing House, Hong Kong Exchanges and Clearing Limited ("HKEx"), and Central Moneymarkets Unit (“CMU”). Bond
Connect is a trading link between China and Hong Kong which allows eligible foreign investors to invest in bonds circulated in the CIBM, with the trading link accessed via electronic bond trading platforms
such as Tradeweb and Bloomberg. All bonds traded by eligible foreign investors will be registered in the name of CMU, which will hold such bonds as a nominee owner.
Any Fund seeking to invest via Bond Connect is subject to the following additional risks:
Reliance on Third Parties Risk: currently, the settlement and custody of bonds traded via Bond Connect is carried out through the settlement and custody link between the CMU (as offshore custody agent), and China Central Depository & Clearing Co and Shanghai Clearing House (as
onshore custodian and clearing institutions). Consequently, the relevant filings, registrations with PRC and account opening have to be carried out by third parties. As such, the relevant
Fund is subject to the risk of default and errors by such third parties. The Funds may also be exposed to risks associated with settlement procedures and the default of counterparties.
Operational risk: Bond Connect provides a channel for investors from Hong Kong and overseas to access the CIBM. It is premised on the functioning of the operational systems of the relevant
market participants. Market participants are able to participate in these programmes subject to meeting certain information technology capability, risk management and other requirements as
may be specified by the relevant exchange and/or clearing house. The securities regimes and legal systems of the two markets differ significantly and market participants may need to
address issues arising from the differences on an on-going basis. Further, the “connectivity” in Bond Connect requires routing of orders across the border, through newly developed trading
platforms and operational systems. There is no assurance that these systems will function
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properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems fail to function properly, trading in both markets through the programme can be disrupted. Further, Funds accessing the CIBM through Bond Connect may
be subject to risks or delays inherent in order execution and settlement systems. A Fund’s ability to access the CIBM (and hence to pursue its investment strategy) could therefore be
adversely affected.
Volatility and Liquidity risk: There are no investment quotas for bonds traded on the CIBM via
the northbound trading link of Bond Connect. Nevertheless, market volatility and potential lack of liquidity due to the particular trading volumes of certain bonds on the CIBM may result in
significant price fluctuation from time to time. The bonds may also be hard to sell. In addition, there may be large bid/offer spreads on the prices of such bonds which could cause a Fund to
incur significant trading costs. Funds investing via Bond Connect could therefore struggle to acquire or dispose of bonds at their true value, and could suffer losses when selling such
investments.
Taxation: Any changes in Chinese tax law or applicable policies, including subsequent
retroactive enforcement by the tax authorities of any tax, may result in loss to the Funds.
Legal/Beneficial Ownership: Where bonds are held in custody on a cross-border basis, there
are specific legal/beneficial ownership risks linked to compulsory requirements of the local agents. As in other emerging and less developed markets, the legislative framework is only
beginning to develop the concept of legal/formal ownership and of beneficial ownership or interest in securities. Consequently, the Fund and the Depositary cannot ensure that the Fund’s
ownership of bonds held via Bond Connect is assured. It should be noted that the Depositary and the Fund have no legal relationship with the CMU, the China Central Depositary & Clearing
Co or the Shanghai Clearing House, and no direct legal recourse against them in the event that the Fund suffers losses resulting from the performance or insolvency of any of the CMU, the
China Central Depositary & Clearing Co or the Shanghai Clearing House.
No Protection by Investor Compensation Fund: The Funds’ investments via Bond Connect are
not covered by either the Hong Kong’s Investor Compensation Fund or the China Securities Investor Protection Fund in the PRC (see the above warning under “Stock Connect Risk; No
Protection by Investor Compensation Fund”).
Regulatory risk: Any changes in laws, regulations and policies of the CIBM or rules in relation
to Bond Connect may affect trading capabilities and/or investment returns. Bond Connect is a novel concept and is subject to regulations promulgated by regulatory authorities and
implementation rules made by relevant market participants, such as custody and settlement agents in China and Hong Kong. New regulations may be promulgated from time to time by the
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regulators in connection with operations and cross-border legal enforcement in connection with cross-border trades under Bond Connect or the CIBM more generally. Also, the current
regulations are subject to change and any such changes may have potential retrospective effect. There can be no assurance that Bond Connect will not be suspended from time to time or abolished. Any Fund which may invest via Bond Connect may be adversely affected as a
result of such changes.
Investment in Smaller Companies Smaller companies’ securities may be less liquid than the securities of larger companies as a result of
inadequate trading volume or restrictions on trading. Smaller companies may possess greater potential for growth, but can also involve greater risks, such as limited product lines and markets, and financial
or managerial resources. Trading in such securities may be subject to more abrupt price movements
and greater fluctuations in available liquidity than trading in the securities of larger companies.
Participation Notes Participation notes (“P-Notes”) are issued by banks or broker-dealers and are designed to offer a return
linked to the performance of a particular underlying equity security or market. P-Notes can have the characteristics or take the form of various instruments, including, but not limited to, certificates or
warrants.
The holder of a P-Note that is linked to a particular underlying security is entitled to receive any
dividends paid in connection with the underlying security. However, the holder of a P-Note generally does not receive voting rights as it would if it directly owned the underlying security. P-Notes constitute
direct, general and unsecured contractual obligations of the banks or broker-dealers that issue them, which therefore subject the Fund to counterparty risk.
Investments in P-Notes involve certain risks in addition to those associated with a direct investment in the underlying foreign securities or foreign securities markets whose return they seek to replicate. For instance, there can be no assurance that the trading price of a P-Note will equal the value of the
underlying foreign security or foreign securities market that it seeks to replicate. As the purchaser of a P-Note, a Fund is relying on the creditworthiness of the counterparty issuing the P-Note and has no
rights under a P-Note against the issuer of the underlying security. Therefore, if such counterparty were
to become insolvent, a Fund would lose its investment. The risk that a Fund may lose its investments due to the insolvency of a single counterparty may be amplified to the extent a Fund purchases P-Notes issued by one issuer or a small number of issuers.
P-Notes also include transaction costs in addition to those applicable to a direct investment in securities.
Due to liquidity and transfer restrictions, the secondary markets on which P-Notes are traded may be
less liquid than the markets for other securities, which may lead to the absence of readily available
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market quotations for securities and may cause the value of the P-Notes to decline. Accordingly, it may be more difficult for a Fund to accurately assign a daily value to such securities.
Equity and Mortgage Real Estate Investment Trusts (REITs)
An Equity REIT is a company that owns income-producing real estate. Therefore, investing in Equity REITs exposes the Funds to property-related risks such as: changes in the values of properties (which
may be affected by such factors as general economic and market conditions, interest rates and tax consideration); changes in rental rates and income; operating expenses (including the company’s ability
to finance property purchases and renovations and manage its cash flows); and occupancy rates; potential for defaults on leases and payments; and competition within the property market affecting the
availability of potential investments. Accordingly, investors should be aware that since Equity REITS may be invested in a limited number of projects or in particular market segment, they are more
susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. Such factors may cause variability in the dividends payable by an Equity REIT
and may lead to volatility in the Net Asset Value per ordinary share and the trading price of ordinary shares of Equity REITs.
A Mortgage REIT is a company that loans money for mortgages to owners of real estate, or purchases existing mortgages or mortgage-backed securities. Their revenues are generated primarily by the
interest that they earn on the mortgage loans. Mortgage REITs are sensitive to changes in short-term and long-term interest rates. When interest rates rise, Mortgage REITs typically lose value. However, Mortgage REITs may also lose value when interest rates fall, and more mortgages are prepaid, limiting
the amount of interest income Mortgage REITs can generate. Some Mortgage REITs may be exposed to higher credit risk depending on the creditworthiness of the underlying borrowers and whether they
are guaranteed by a government agency. If mortgages go into default, the Mortgage REITs that hold
them may lose value. Please also see the risks associated with mortgaged-backed securities as outlined below.
Credit, Debt and other Fixed Interest Securities
Credit and Default Risk
If the financial health, or the perceived financial health, of the issuer of a bond or money market security weakens, the value of the bond or money market security may fall. In extreme cases, the issuer may
delay scheduled payments to investors causing a reduction in the income received by the Fund; or may become unable to make its payments at all, and the issuer’s bonds or money market securities may become worthless. Under extreme market or economic conditions, defaults could be widespread and
their effect on Fund performance significant. Credit and default risk are greater for sub-investment grade bonds (see below), also known as high-yield securities, than investment grade securities.
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Interest Rate Risk The price of a bond or a fixed income security is dependent upon interest rates. When interest rates
rise the value of bonds generally fall, and vice-versa. The longer the term of a bond or fixed income instrument, the more sensitive it will be to fluctuations in value from interest rate changes. Interest rate
risk is also generally greater the higher the credit quality of a bond. Changes in interest rates may have a significant effect on a Fund.
Sub-Investment Grade (or High-Yield) Bonds
These bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. They have a lower credit rating than investment
grade bonds, may be subject to greater market fluctuations and have a higher risk of default. The secondary market for sub-investment grade bonds may be less liquid than that of higher-rated securities
and they may be more difficult to sell in adverse conditions. Sub-investment grade bonds therefore carry a degree of risk both to the income and capital value of a Fund.
Emerging Market Corporate Debt Securities
The market values of these securities are sensitive to individual corporate developments and changes
in economic conditions. Emerging markets issuers may be highly leveraged and may not have more traditional methods of financing available to them. Therefore, their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired,
resulting in a higher risk of default.
Emerging Market Sovereign Debt Securities
Investing in sovereign debt securities will expose the relevant Fund to the direct or indirect consequences of political, social or economic changes in the emerging market countries that issue the
securities. The ability and willingness of sovereign issuers in emerging market countries, or the governmental authorities that control repayment of their debt, to pay principal and interest on such debt
when due may depend on general economic and political conditions within the relevant country. Some countries in which a Fund might invest have historically experienced, and may continue to experience,
high rates of inflation, high interest rates, exchange rate fluctuations, trade difficulties and extreme poverty and unemployment. Many of these countries are also characterised by political uncertainty or
instability. As a result, a governmental issuer may default on its obligations. If such a default occurs, the relevant Fund may have limited legal recourse against the issuer and/or guarantor. Remedies may, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of
foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant
country.
Sovereign issuers in emerging market countries have been among the world's largest debtors to
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commercial banks, other governments, international financial organisations and other financial institutions. These issuers have in the past experienced substantial difficulties in servicing their external debt obligations, which have led to defaults on certain obligations and the restructuring of certain
indebtedness. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers.
Asset-Backed Securities Asset-backed securities represent interests in pools of consumer loans such as: credit card receivables,
motor vehicle loans and leases, or leases on equipment such as computers, and are subject to certain additional risks. Due to the nature of the underlying assets, the ability of an issuer of asset-backed
securities to enforce its security interest in the underlying assets may be limited.
The principal (amount loaned) on asset-backed securities may be prepaid at any time. Voluntary prepayment of the loan will reduce the yield and market value of an asset-backed security.
Rising interest rates tend to extend the duration of asset-backed securities, making them more sensitive
to changes in interest rates. As a result, in a period of rising interest rates, volatility of asset-backed securities may increase. The risk of default by borrowers is greater during periods of rising interest rates
and/or unemployment rates.
When interest rates are declining, there are usually more prepayments of loans as borrowers are
motivated to pay off debt and refinance at new lower rates, which will shorten the life of asset-backed securities, reducing the potential capital growth. The reinvestment of cash received from prepayments
will, therefore, usually be on less attractive terms and at a lower interest rate than the original investment, lowering the yield payable. The incidence of prepayment of asset-backed securities will also be affected by other factors including general economic and other demographic conditions.
If a Fund purchases asset-backed securities that are “subordinated” to other interests in the same pool of assets, that Fund, as a holder of those securities, may only receive payments after the pool’s
obligations to other investors have been satisfied.
Instability in the markets for asset-backed securities may affect the liquidity of such securities, which means that the Fund may be unable to sell such securities at an advantageous time and price. As a
result, the value of such securities may decrease and the Fund may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the
market for lower-rated asset-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.
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Mortgage-Backed Securities
Mortgage-backed securities are debt instruments which provide securitised interest in a pool of mortgage loans. Cash flows from the pool of mortgages represent repayment of the principal sum
borrowed and/or interest payments arising on the mortgage loans.
As the principal sum borrowed may be prepaid at any time, voluntary prepayment of mortgages within the pool will reduce the yield and market value of mortgage-backed securities.
Mortgage-backed securities are sensitive to changes in interest rates resulting in prepayment and extension risk.
Prepayment risk is normally precipitated by a decline in interest rates where mortgages in the pool are paid off more quickly than anticipated as borrowers are motivated to pay off debt and refinance at new
lower rates. In these cases, the principal sum borrowed will be returned prematurely, meaning future interest payments that would have otherwise been paid will no longer be received, shortening the life
of the asset. The reinvestment of cash received from prepayments will, therefore, also usually be on less attractive terms and at a lower interest rate than the original investment, lowering the yield payable.
Conversely an increase in interest rates may lead to extension risk where mortgages in the pool are
paid off less quickly than anticipated, thus increasing the duration of mortgage-backed securities making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, volatility
of mortgage-backed securities may increase. The risk of default by borrowers is greater during periods of rising interest rates and/or unemployment rates.
If a Fund purchases mortgage-backed securities that are “subordinated” to other interests in the same
mortgage pool, that Fund, as a holder of those securities, may only receive payments after the pool’s obligations to other investors have been satisfied. For example, an unexpectedly high rate of defaults
on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the Fund as a holder of such subordinated securities, reducing the values of
those securities or in some cases rendering them worthless.
Certain mortgage-backed securities may include securities backed by pools of mortgage loans made
to “subprime” borrowers or borrowers with blemished credit histories; the risk of defaults is generally higher in the case of mortgage pools that include such subprime mortgages. The underwriting standards
for subprime loans are more flexible than the standards generally used by banks for borrowers with
non-blemished credit histories with regard to the borrower’s credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major
derogatory credit items such as outstanding judgments or prior bankruptcies. In addition, they may not have the documentation required to qualify for a standard mortgage loan. As a result, the mortgage
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loans in the mortgage pool are likely to experience rates of delinquency, foreclosure and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. In addition, changes in the values of the mortgaged
properties, as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy and loss experience of the mortgage loans in the mortgage pool than on
mortgage loans originated in a more traditional manner.
Instability in the markets for mortgage-backed securities may affect the liquidity of such securities, which
means that a Fund may be unable to sell such securities at an advantageous time and price. As a result, the value of such securities may decrease, and a Fund may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the market
for lower-rated mortgage-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.
Convertible Securities
Convertible securities include corporate bonds, notes, preferred stocks or debt-securities of issuers that can be converted into (that is, exchanged for) common stocks or other equity securities at a stated price
or rate. Convertible securities also include other securities, such as warrants, that provide an opportunity for equity participation. Because convertible securities can be converted into equity
securities they may involve the risks of both equity and debt/fixed interest investments.
They may also involve opportunity risks, for example their value will normally vary in some proportion
with those of the underlying equity securities and their price appreciation may be less than that for pure equity securities of the same or similar issuers. Due to the conversion feature, convertible securities
generally yield less than non-convertible fixed income securities of similar credit quality and maturity.
A Fund’s investment in convertible securities may at times include securities that have a mandatory conversion feature, where securities convert automatically into common stock at a specified date and
conversion ratio, or that are convertible at the option of the issuer. When conversion is not at the option of the holder, a Fund may be required to convert the security into the underlying common stock even
at times when the value of the underlying common stock has declined substantially.
SFTs
The primary risk in any SFT is counterparty credit risk (see “Counterparty Risk”).
Risk is mitigated by the choice of counterparty and the use of collateral. In the event of a counterparty
default, collateral securities delivered by the failing counterparty are sold, and the sale proceeds used to purchase replacement loan securities. There is a risk that these collateral sale proceeds are insufficient to purchase the replacement loan securities, leading the Fund to incur a loss. This risk is
mitigated by the fact that all SFT activity is governed by industry standard legal documentation and
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collateralised to a minimum value of 100% of the loan portfolio plus a premium. Collateral, consisting
of liquid, marketable securities, is valued daily on a mark-to-market basis.
SFTs also involve operational liquidity risk arising where a Fund may be unable to settle the sale of a
security if it cannot be recalled from a borrowing counterparty on a timely basis. This risk is mitigated by a comprehensive set of systems and procedures in place to ensure that any security on loan may
be recalled at any time as required from the borrowing counterparty.
Investment in other funds
Where a Fund invests in other collective investment schemes or exchange traded funds, in accordance with its investment objectives and policy, it will assume any specific risks associated with those schemes
or funds. Some funds, such as Exchange Traded Funds may have significant exposure to derivative investments, and as such counterparty default risk would be considered a specific risk of these funds.
In addition, there are certain risks of more general application associated with such investments. Furthermore, there may be additional costs to an investor with these strategies, arising out of the double
charging incurred, as the underlying funds can also have initial or entry charges and annual management charges plus additional attributable expenses. In addition to the fees and expenses levied
by a Fund, there may be charges levied by the underlying funds in which it invests. These underlying charges will indirectly affect the investor’s investment.
Exclusion Policies
Where a Fund applies an exclusion policy (for example, the Aviva baseline exclusion policy or ESGbased exclusionary criteria) in its investment selection process, this may result in the Fund foregoing
opportunities to buy certain investments when it might otherwise be advantageous to do so, and/or selling securities due to their ESG characteristics when it might be disadvantageous to do so.
Environmental, Social and Governance (ESG) risk
If a Fund has an explicit sustainability objective, or is required to invest in accordance with specific ESG
investment criteria, this may limit the choice of investments. The Fund will not perform in line (either positively or negatively) with either the market (as represented by the relevant benchmark indices used
by the Funds) or other funds that have a broader investment policy.
A Fund with a sustainability objective may exercise any voting rights it has in relation to an investment
in a manner that is consistent with such an objective, which may not always be consistent with maximising the investment performance of the relevant investment or issuer.
In evaluating an investment based on ESG criteria, the Investment Manager is dependent upon
information and data from third party resources, including the investment issuer and data providers,
which may be incomplete, inaccurate, inconsistent or unavailable. As a result, there is a risk that the
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Investment Manager may incorrectly assess a security or issuer. There is also a risk that the Investment Manager may not apply the relevant ESG criteria correctly or that a Fund with a sustainability objective
may nonetheless gain limited exposure to investments which are not consistent with the Fund’s investment objectives or policy.
Constituents of an index
Where a constituent of an index accounts for more than 20% of the Index, the Fund’s ability to obtain full exposure is limited by the availability of manufactured securities designed to replicate its investment
performance by virtue of COLL Sourcebook.
Suspension of Dealings
In certain circumstances the right to redeem Shares may be suspended (see the section headed “Suspension of Dealings in Shares” above).
Charges to Capital
Where the investment objective of a Fund is to prioritise the generation of income over capital growth,
or in circumstances where they have equal priority, all or part of the Fund Management Fee may be charged against capital instead of against income. This will only be done with the approval of the
Depositary. It is also possible to charge other costs against capital instead of against income. This may limit capital growth. For further information on this, including confirmation as to which Funds have the
Fund Management Fee charged to capital and which Funds have the Fund Management Fee charged to income, please see the section headed “Fees and Expenses” below.
Inflation
Inflation will reduce the purchasing power of your money when your investment is redeemed.
Operational Risk
There is a dependency upon the ability to process transactions in different markets and currencies. Shortcomings or failures in internal processes, people or systems could lead to, among other
consequences, financial loss and reputation damage. In addition, the ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports the business and the
communities in which they are located.
Cybersecurity Risk
With the increasing use of the internet and technology in connection with the operations of the Company, the ACD, the Investment Manager and of other service providers, the Company is
susceptible to greater operational and information security risks through breaches in cyber security. Cyber security breaches include, without limitation, infection by computer viruses and gaining
unauthorised access to systems through "hacking" or other means for the purpose of misappropriating
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assets or sensitive information, corrupting data, or causing operations to be disrupted. Cyber security
breaches may also occur in a manner that does not require gaining unauthorised access, such as denial-of-service attacks or situations where authorised individuals intentionally or unintentionally
release confidential information stored on the ACD’s, the Investment Manager's or other service provider's systems. A cyber security breach may cause disruptions and impact the Company's business
operations, which could potentially result in financial losses, inability to determine the net asset value, violation of applicable law, regulatory penalties and/or fines, compliance and other costs. The Company
and its Shareholders could be negatively impacted as a result. In addition, because the Company works
closely with third-party service providers, indirect cyber security breaches at such third-party service providers may subject the Company and its Shareholders to the same risks associated with direct cyber security breaches. Further, indirect cyber security breaches at an issuer of securities in which a Sub
Fund invests may similarly negatively impact the relevant Sub-Fund and its Shareholders.
Legal risk
Legal Risk is the risk of loss due to the unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly. The risks are largely minimised in respect
of OTC Derivatives by ensuring that contracts known as “ISDA agreements” are in place with counterparties prior to trading.
Additional risks for the Aviva Investors Multi-Strategy Target Return Fund
1. Use of Derivatives
1.1 General
There are certain investment risks that apply in relation to the use of financial derivative instruments. The Aviva Investors Multi-Strategy Target Return Fund may use financial derivative instruments as a
cheaper or more liquid alternative to other investments, to attempt to hedge or reduce the overall risk of its investments, or as part of the principal investment policies and strategies used in the pursuit of its
investment objectives. The Fund’s ability to use these strategies may be limited by market conditions, regulatory limits and tax considerations. Investments in financial derivative instruments are subject to
normal market fluctuations and other risks inherent in investment in securities. In addition, the use of financial derivative instruments involves special risks, and risks different from, and, in certain cases,
greater than, the risks presented by more traditional investments, including:
• dependence on the Investment Manager’s ability to accurately predict movements in the price of the underlying security and the fact that the skills needed to use these strategies are different from those
needed to select portfolio securities; • imperfect correlation between the movements in securities or currency on which a financial derivative
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instruments contract is based and movements in the securities or currencies in the Fund; • the absence of a liquid market for any particular instrument at any particular time which may inhibit the ability of the Fund to liquidate a financial derivative instrument at an advantageous price;
• possible impediments to efficient portfolio management or the ability to meet repurchase requests or other short-term obligations because a percentage of the Fund’s assets may be segregated to
cover its obligations.
Should the Investment Manager’s expectations in employing such techniques and instruments be incorrect or ineffective, the Fund may suffer a substantial loss, having an adverse effect on
the Net Asset Value of the Shares. Such strategies might also be unsuccessful and incur losses for the Fund, due to market conditions.
The use of derivatives also means that the Net Asset Value of the Fund may at times be volatile.
However, as the Aviva Investors Multi-Strategy Target Return Fund aims to manage volatility by seeking to operate with less than half the volatility of global equities, the ACD does not consider
that the proposed derivative usage is likely to significantly amplify the movement of share prices in the Fund. It is noted however, that the ability of the Fund to operate to a target of less than
half the volatility of global equities is not guaranteed.
The Investment Manager employs a risk management process to oversee and manage derivatives exposure within the Fund.
1.2 Swaps
The Aviva Investors Multi-Strategy Target Return Fund may enter into a variety of swaps contracts including those detailed below. Swap contracts are subject to counterparty credit risk, which is the
possibility that the other party to the swap contract may default on its obligations. Collateralisation
arrangements will be in place to minimize this counterparty credit risk.
Interest Rate Swaps
The Aviva Investors Multi-Strategy Target Return Fund may enter into interest rate swaps. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or
receive interest, such as an exchange of fixed rate payments for floating rate payments. As the Fund
enters into interest rate swaps on a net basis, the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Interest rate swaps entered into on a net basis do not involve the physical delivery of investments, other underlying assets
or principal. Accordingly, it is intended that the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make. If the other
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party to an interest rate swap defaults, in normal circumstances the Funds’ risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive.
Inflation Swaps These are derivative contracts which typically exchange fixed rate interest payments for inflation-linked
coupon payments. As actual rates of inflation do not always match expectations, Inflation Swaps are subject to inflation risk. Where the Fund has entered into a swap to receive a fixed rate interest payment,
losses may be incurred if inflation exceeds expectations. Conversely, if the Fund has entered into a swap to pay a fixed rate interest payment, losses may be incurred if inflation is lower than expected.
Dividend Swaps
These are over-the-counter financial derivative contracts. They consist of a series of payments made between two parties at defined intervals over a fixed term (e.g., annually over 5 years). One party - the
holder of the fixed leg - will pay its counterparty a pre-designated fixed payment at each interval. The other party - the holder of the floating leg - will pay its counterparty the total dividends that were paid
out by a selected underlying, which can be a single company, a basket of companies, or all the members of an index. The payments are multiplied by a notional number of shares. The contract is usually
arranged such that its value at signing is zero. This is accomplished by making the value of the fixed leg equal to the value of the floating leg - in other words, the fixed leg will be equal to the average
expected dividends over the term of the swap. Therefore, the fixed leg of the swap can be used to estimate market forecasts of the dividends that will be paid out by the underlying. If the Investment
Manager is incorrect in its forecasts of future dividends, the investment performance of the Fund could be less favourable than it would have been if these investment techniques were not used.
Variance Swaps A Variance Swap is an over the counter swap agreement that allows one to speculate on or hedge risks
associated with the magnitude of movement, i.e. volatility, of some underlying security/market, like an
exchange rate, interest rate, or stock index. Variance Swaps are subject to interest rate risk with an additional risk that the variance of the underlying security/market may vary from expectations at the
point the position is entered into. Adverse movements in either case would result in losses to the Fund.
Credit default swaps
In addition to the usage of credit default swaps as set out in the section headed “Derivatives Usage” under the general heading “Risk” above, the Aviva Investors Multi-Strategy Target Return Fund may
also buy protection under credit default swaps without holding the underlying assets. The Fund may also sell protection under credit default swaps in order to acquire a specific credit exposure. Selling
protection in this way means that the Fund is exposed to the creditworthiness of the reference issuer without any legal recourse to such reference issuer.
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Total Return Swaps
The Aviva Investors Multi-Strategy Target Return Fund may use TRS. A TRS is a swap agreement in
which the total return of a security is exchanged for some other cash flow, usually tied to a funding reference rate. TRS are subject to interest rate risk with an additional risk that underlying
security/market movements may vary from expectations at the point the position is entered into. Adverse movements in either case would result in losses to the Fund. TRS are also subject to
counterparty credit risk, which is the possibility that the other party to the swap contract may default on its obligations. Collateralisation arrangements will be in place to minimize this counterparty credit risk.
1.3 Options/Swaptions
The Aviva Investors Multi-Strategy Target Return Fund may enter into option and swaption contracts. These contracts gives the right, but not the obligation, to buy or sell an underlying asset or instrument at a specified strike price on or before a specified date. Over the counter options although providing
greater flexibility may involve greater credit risk than exchange-traded options as they are not backed
by the clearing organisation of the exchanges where they are traded, and as such, there is a risk that the seller will not settle as agreed.
Purchased options/swaptions Purchased Option/Swaption contracts are exposed to a maximum loss equal to the price paid for the
option/swaption (the premium) and no further liability.
Written Options/Swaptions Written options/swaptions give the right of potential exercise to a third party. This creates exposure for
the Fund as it may have to deliver out the underlying investments and should the market move unfavourably result in a loss. The maximum loss for the writer of a put option is equal to the strike price
less the premium received. The maximum loss for the writer of an uncovered call option is unlimited. The maximum loss for the writer of an uncovered swaption is unlimited. In the case of a written option
the notional underlying is not delivered upon exercise as the contract is cash settled. The Fund’s financial liability is therefore linked to the marked-to-market value of the notional underlying
investments.
1.4 Short positions
Holding a short position is when a security that the Fund does not physically own is sold. This is done if the price of that security is expected to fall so that it can be purchased at a later date for a lower price
to make a profit. Short selling of physical securities is prohibited under UCITS Regulations, but the
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creation of synthetic short positions through the use of cash settled derivatives is permitted, as long as any exposure created is covered by the assets of the Fund. Short position in a security could create greater risks than would occur with a long position. These include the possibility of an unlimited loss
due to potentially unlimited price increases in the securities concerned and issues associated with the cost or availability of stock to borrow for the Fund.
1.5 Leveraging
Derivatives may also be used to introduce leverage into the Fund. Leverage occurs when the Fund’s exposure to underlying assets is greater than the amount invested and is an investment technique which can magnify gains and losses. Consequently any adverse changes in the value or level of the
underlying asset, rate or index will amplify losses compared to those that would have been incurred if the underlying asset had been directly held by the Fund. As such, adverse changes will result in losses
greater than the amount invested in the derivative itself. Leverage increases volatility, may impair the Fund’s liquidity and may cause the Fund to liquidate positions at unfavourable times.
1.6 Large cash balances
The use of derivatives as part of the investment strategy will result in large cash balances, which will
be invested in deposits and/or money markets. This may result in a substantial counterparty exposure.
2 Achievement of the Target Return and Target Volatility
It is important to remember that the target return and target volatility, as stated within the investment objective of the Fund, are aims of the Fund. As such, there can be no guarantee that the return or
volatility targets will be met, and consequently investors’ capital could be at risk.
3 Commodity Investment
The Fund may gain exposure to commodities, including gold, indirectly, for example, through certain
Exchange Traded Commodities (ETC’s), Exchange Traded Funds (ETF’s) and exposure to certain broad based commodity indices. Investments which offer exposure to commodities may have greater
volatility than investments in more traditional securities such as equities and bonds. Where the Fund invests in commodity instruments which are physically backed, recourse is limited to the extent of the
value of the commodities physically held. Where such value is insufficient to meet claims, payment obligations may not be met, and the Fund may suffer losses. The value of commodity-based
investments may also be affected by additional risks such as political risk, natural events or terrorism, which may in turn, influence the production, trading, and liquidity of commodities.
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Additional risk for the Aviva Investors Strategic Bond Fund
1. Credit default swaps
In addition to the usage of credit default swaps as set out in the section headed “Derivatives Usage” under the general heading “Risk” above, the Aviva Investors Strategic Bond Fund may also buy
protection under credit default swaps without holding the underlying assets, and may also sell protection under credit default swaps in order to acquire a specific credit exposure. Selling protection in this way
means that the Fund is exposed to the creditworthiness of the reference issuer without any legal recourse to such reference issuer.
Additional risks for the Aviva Investors Global Equity Endurance Fund
2. Concentration Risk
The Aviva Investors Global Equity Endurance Fund’s investment approach is to invest in a relatively
small number of securities (subject to the spread limits set out below). This may result in portfolio
concentration in sectors, countries, or other groupings. These potential concentrations mean that a loss arising in a single investment may cause a proportionately greater loss to the Fund than if a larger number of investments were made. However, the nature of the companies in which the Fund will invest
(as set out in the Fund’s investment policy below) means that taking into account the locations and industries that these companies generate their revenue from, as well as the location of their listing,
means that the portfolio will demonstrate a greater diversification than identified considering the location in which the companies are listed or their high level sector classification alone.
Additional risks for the Aviva Investors Global Climate Aware Equity Fund
The Fund’s focus on shares of global companies responding to climate change may affect the Fund’s
exposure to certain sectors or types of investments. The Fund’s relative performance may therefore be impacted by the underlying performance of such sectors and investment types. Certain of the Fund’s
investments may be more susceptible to foreign government policies, including tax incentives and subsidies, as well as political support for certain environmental initiatives and developments affecting
companies focused on climate change. In addition, under certain market conditions, the Fund may underperform funds that invest in a broader array of shares in global companies. The Fund’s screening
of investments in companies which derive certain levels of revenue from fossil fuel activities, in particular, may adversely affect the Fund’s relative performance at times when such investments are performing well. In addition, although the Fund does not base its investment process on the MSCI® All
Countries World Index (“the Index”), Shareholders should be aware that strategy employed to select
global companies eligible for core investment may result in the Fund’s performance being very different to that of the Index, or to a fund that does not include similar climate transition considerations and fossil
fuel screening.
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Additional Risks in respect of the International Index Tracking Fund and the UK
Index Tracking Fund (the “Index Tracking Funds”)
1. Tracking Error Risk
Each of the Index Tracking Funds aims to track the performance of its respective index. However, each Fund’s performance may not track the relevant index performance exactly for a number of reasons, as
set out in this section:
It may not be possible or practicable for the Index Tracking Funds to purchase or hold every
constituent of the index, or to hold it in the same proportion as the index. For example, there may be considerable cost or practical difficulties to achieving exact replication.
Certain shares may become temporarily illiquid or less liquid, making it necessary for the Index Tracking Funds to retain that holding for a period after the shares have been removed from the
index. This will be the case for instance where securities have been delisted or suspended.
The Index Tracking Funds will be subject to transaction costs and other fund costs that are not applicable to the performance of the index.
The Index Tracking Funds will need to retain an appropriate amount of cash to meet their liabilities including potential demand from investors wishing to redeem their shares in each
Fund.
Legal or regulatory restrictions apply to the Index Tracking Funds that do not apply to the indices. For example, where a constituent of an index accounts for more than 20% of the index,
each Fund’s ability to obtain full exposure is limited by the availability of manufactured securities designed to replicate its investment performance by virtue of the COLL Sourcebook.
The Index Tracking Funds may receive non-benchmark holdings as a consequence of corporate actions on existing holdings. We generally expect those holdings to be sold within 90
days, unless there are extenuating circumstances, for instance where the security is illiquid (please see above). The Fund may also hold and purchase non-benchmark holdings that rank
pari passu with a benchmark constituent that is not available to foreign investors, or if it is more beneficial for the Fund to own the non-benchmark line.
When the index is rebalanced, we expect that to be reflected in the Index Tracking Funds at the earliest opportunity. However, the fund manager may buy and sell shares to reflect those
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changes up to 1 business day in advance of the actual rebalance date or, conversely, may take longer to buy and sell securities after the rebalancing has taken effect. This may result in the Fund holding non-benchmark securities for a short period of time. There may be larger
differences in the portfolio weighting to each index security during this period.
The UK International Index Tracking Fund is valued at midday, whilst the performance of its index is valued at close of business. This timing difference will result in differences in
performance.
The International Index Tracking Fund aims to track its respective index by investing in a sample of securities which the portfolio manager believes are representative of the index and will therefore produce comparable returns. The sample is selected on the basis of ensuring this
Fund has geographic/country/sector exposure as close to the benchmark as possible. There is a risk the actual performance of the sample of shares selected for investment does not mirror
that of the entire index.
The Index Tracking Funds also have limited exclusions based on the Aviva Investors UK Responsible Investment Policy, which may prevent the Funds from holding the constituents of
the index in the same proportions (see “Responsible Investment”, below).
Additional risks for the Aviva Investors Multi-asset Income Fund
1. Total Return Swaps (TRS) The Aviva Investors Multi-asset Income Fund may use TRS. A TRS is a swap agreement in which the total return of a security is exchanged for some other cash flow, usually tied to a funding reference rate.
TRS are subject to interest rate risk with an additional risk that underlying security/market movements may vary from expectations at the point the position is entered into. Adverse movements in either case
would result in losses to the Fund. TRS are also subject to counterparty credit risk, which is the possibility that the other party to the swap contract may default on its obligations. Collateralisation
arrangements will be in place to minimize this counterparty credit risk.
2. Commodity Investment The Fund may gain exposure to commodities, including gold, indirectly, for example, through certain
Exchange Traded Commodities (ETC’s), Exchange Traded Funds (ETF’s) and exposure to certain broad based commodity indices. Investments which offer exposure to commodities may have greater
volatility than investments in more traditional securities such as equities and bonds. Where the Fund invests in commodity instruments which are physically backed, recourse is limited to the extent of the
value of the commodities physically held. Where such value is insufficient to meet claims, payment obligations may not be met, and the Fund may suffer losses. The value of commodity-based
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investments may also be affected by additional risks such as political risk, natural events or terrorism, which may in turn, influence the production, trading, and liquidity of commodities.
3. Short positions Holding a short position is when a security that the Fund does not physically own is sold. This is done if the price of that security is expected to fall so that it can be purchased at a later date for a lower price
to make a profit. Short selling of physical securities is prohibited under UCITS Regulations, but the creation of synthetic short positions through the use of cash settled derivatives is permitted, as long as
any exposure created is covered by the assets of the Fund. Short position in a security could create greater risks than would occur with a long position. These include the possibility of an unlimited loss
due to potentially unlimited price increases in the securities concerned and issues associated with the cost or availability of stock to borrow for the Fund.
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MANAGEMENT AND ADMINISTRATION
Authorised Corporate Director
The ACD of the Company is Aviva Investors UK Fund Services Limited. The ACD is a private company
limited by shares and incorporated in England and Wales on 20 December 1985.
With effect from the 1 May 2014, the ACD has been wholly owned by Aviva Investors Holdings Limited, a company incorporated in the United Kingdom and within the Aviva Group of Companies. The Directors
of the ACD are listed in Appendix 8.
The registered office of the ACD and its principal place of business is 80 Fenchurch Street, London, EC3M 4AE.
The ACD has an issued share capital of £21,500,000 which is fully paid up .
The ACD is responsible for managing and administering the Company’s affairs in compliance with the COLL Sourcebook.
The ACD may provide investment services to other funds and clients and to companies in which the
Company may invest, and also acts as the ACD and manager to other ICVCs and authorised unit trusts as more fully described in Appendix 6.
The ACD provides its services to the Company under the terms of an agreement (the “ ACD
Agreement ”) dated 11 September 1998, as amended and restated on 17 February 2017, which provides that the appointment of the ACD is for an initial period of three years and thereafter may be
terminated upon 12 months’ written notice by the Company, although in certain circumstances the agreement may be terminated forthwith by notice in writing by the ACD to the Company or the Depositary or the Company to the ACD. Termination of the ACD’s appointment cannot take effect until
the Financial Conduct Authority has approved the change of director.
In the case of termination under the terms of the ACD Agreement the ACD is entitled to its pro rata fees
and expenses to the date of termination and any additional expenses necessarily realised in settling or realising any outstanding obligations. There is no compensation for loss of office provided for in the ACD Agreement. The ACD Agreement provides indemnities to the ACD other than where there has
been negligence, fraud, wilful default, breach of duty or breach of trust in the performance of its duties
and obligations.
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Subject to the COLL Sourcebook, the ACD has full power to delegate the whole or any part of its duties
under the ACD Agreement but the ACD remains liable to the Company for the management of the Scheme Property.
As referred to in the section headed “Dealing in Shares” above, the ACD is also under no obligation to
account to the Depositary or the Shareholders for any profit it makes on the issue, re-issue or cancellation of Shares which it has redeemed
The ACD is authorised and regulated by the Financial Conduct Authority of 12 Endeavour Square,
London E20 1JN.
The Depositary
The Depositary is J.P. Morgan Europe Limited. It is a private company incorporated in England and Wales on 18 September 1968. The registered office of the Depositary is 25 Bank Street, Canary Wharf,
London, E14 5JP. The Depositary’s principal business activity is acting as corporate trustee including trusteeship of unit trust schemes and depositary of open-ended investment companies. The Depositary
is dual authorised and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. The ultimate holding company of the Depositary is JPMorgan Chase & Co, a Delaware
Corporation.
The Depositary provides to the Company depositary, custodial, settlement and all other duties and
obligations required of a depositary as specified in the UCITS Regulations. It is therefore responsible for the safekeeping and ownership verification of all the Scheme Property of the Company, cash flow
monitoring and oversight functions in accordance with the UCITS Regulations. The Depositary will further:
(a) ensure that the issue, redemption and cancellation of Shares effected by the Company or on its behalf are carried out in accordance with the UCITS Regulations or the Instrument of
Incorporation; (b) ensure that the value per Share of the Company is calculated in accordance with the UCITS
Regulations and the Instrument of Incorporation; (c) carry out, or where applicable, cause any Custodian or other custodial delegate to carry out the instructions of the Company or the ACD unless they conflict the UCITS Regulations and
the Instrument of Incorporation; (d) ensure that in transactions involving the assets of the Company, the consideration is remitted
to it within the usual time limits; and (e) ensure that the income of the Company is applied in accordance with the Instrument of
Incorporation.
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In carrying out its role as depositary, the Depositary shall act independently from the Company and the
ACD and solely in the interest of the Company and the Shareholders.
The Depositary provides its services and assumes its responsibilities in accordance with the UCITS
Regulations under an agreement effective 1 December 2018 between the Company, the ACD and the Depositary (as amended, restated, supplemented, varied or novated from time to time) (the
“D “Depositary Agreement ”). The Depositary Agreement states that investments will not be re-used other than with the prior written consent of the Company and then only in accordance with the UCITS
Regulations.
The Depositary Agreement may be terminated on 180 days’ written notice by the Depositary to the Company or on 90 days’ written notice by the ACD and/or the Company to the Depositary. The
Depositary may not retire voluntarily except upon the appointment of a new Depositary. The Company
and the ACD will use best endeavours to appoint a successor depositary within the notice period, and until such replacement is appointed the Depositary shall continue to perform its services under the Depositary Agreement. Subject to the UCITS Regulations, the Depositary Agreement may also be
terminated by the Depositary on 30 days’ notice in writing if the Depositary is unable to ensure the required level of protection of the Company’s investments under the UCITS Regulations because of the
investment decisions of the Manager. The Depositary Agreement may also be terminated immediately by either party on the occurrence of certain events of default.
The Depositary Agreement provides indemnities to the Depositary in respect of performance under the Depositary Agreement (other than as a result of its fraud, negligence or wilful misconduct). The
Depositary is liable to the Company or its Shareholders for the loss of a financial instrument held in custody by the Depositary or any of its delegates. The Depositary shall, however, not be liable if it can
prove that the loss 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.
The Depositary is also liable to the Company or the Shareholders for all other losses suffered by them as a result of the Depositary’s negligence, or intentional failure to properly fulfil its obligations pursuant
to the Depositary Agreement or the UCITS Regulations.
Subject to the UCITS Regulations, the Depositary has full power under the Depositary Agreement to
delegate its safekeeping function and thereby entrust all or part of the assets of the Company that it holds in custody to such Custodians as may be determined by the Depositary from time to time (and authorise its Custodian to sub-delegate such services). When selecting and appointing a Custodian or
other delegate, the Depositary shall exercise all due skill, care and diligence as required by the UCITS Regulations to ensure that it entrusts the Company’s assets only to a delegate who may provide an
adequate standard of protection. Except as provided in the UCITS Regulations, the Depositary’s liability shall not be affected by the fact that it has entrusted all or part of the assets in its care to a third party.
A list of the Custodians and other sub-delegates used by the Custodian is contained in Appendix 9. The
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latest version of this list is also available on request from the ACD. The Depositary may not delegate
any of its other functions.
As part of the normal course of global custody business, the Depositary may from time to time have
entered into arrangements with other clients, funds or other third parties for the provision of safekeeping and related services. Within a multi-service banking group such as JPMorgan Chase Group, from time
to time conflicts may arise as a result of the relationship between the Depositary and its safekeeping delegates, for example, where an appointed delegate is an affiliated group company and is providing a
product or service to a fund and has a financial or business interest in such product or service or where an appointed delegate is an affiliated group company which receives remuneration for other related
custodial products or services it provides to the funds, for instance foreign exchange, securities lending, pricing or valuation services. In the event of any potential conflict of interest which may arise during the
normal course of business, the Depositary will at all times have regard to its obligations under applicable laws including the UCITS Regulations. Please note that these kinds of conflicts of interest do not involve
the ACD and are conflicts involving third parties.
The Investment Manager
For all Funds except for Aviva Investors Continental European Equity Fund and Aviva Investors US Equity Income Fund I:
The ACD has appointed the Investment Manager to provide investment management and advisory
services to the ACD pursuant to an umbrella investment management agreement between the Investment Manager and the ACD, as amended and restated pursuant to a sixth deed of amendment
and restatement dated 30 April 2025 (as further amended, restated, supplemented, varied or novated from time to time) (the “ Aviva Investment Management Agreement ”). Under the Aviva Investment
Management Agreement, the Investment Manager is appointed in respect of a range of the ACD’s funds, including the Funds (except for Aviva Investors Continental European Equity Fund). The Aviva
Investment Management Agreement contains detailed mandates prescribing the restrictions and limits to which the Investment Manager will manage each Fund. The Aviva Investment Management Agreement may be terminated immediately, at the discretion of the ACD, if either it is in the best
interests of investors to do so, or if the Investment Manager ceases to be authorised by the Financial Conduct Authority.
The Investment Manager is in the same group of companies as the ACD. Its registered office is at 80 Fenchurch Street, London, EC3M 4AE. The principal activity of the Investment Manager is acting as an
investment manager and adviser.
The Investment Manager is authorised and regulated by the Financial Conduct Authority.
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Additional agreements may, with the prior approval of the ACD, be in place between the Investment
Manager and a third party (including an Associate) for the provision of investment management services in respect of a Fund or a part of a Fund’s portfolio. At the date of this Prospectus, these comprised:
a sub-delegation of repurchase and reverse repurchase (repo) transaction management services to the Bank of New York Mellon, London Branch, in respect of the Aviva Investors
Multi-Strategy Target Return Fund.
The Investment Manager may receive research material or services from third parties in accordance
with the FCA Rules and the Investment Manager’s Third Party Research Policy. For details on such services are paid for, please see the section below headed “Fees and Expenses”,
For Aviva Investors Continental European Equity Fund:
In respect of the Aviva Investors Continental European Equity Fund, the ACD has appointed MFS
International (UK) Limited (“MFS”) to act as the investment manager pursuant to an investment management agreement between MFS and the ACD dated 21 November 2022 (the “ MFS Investment
Management Agreement ”). The MFS Investment Management Agreement contains detailed mandates prescribing the restrictions and limits to which the MFS will manage the Aviva Investors
Continental European Equity Fund. The MFS Investment Management Agreement may be terminated immediately, at the discretion of the ACD, if either it is in the best interests of investors to do so, or if
MFS ceases to be authorised by the Financial Conduct Authority.
MFS is authorised and regulated by the Financial Conduct Authority under the reference number
181136.
For Aviva Investors US Equity Income Fund I:
In respect of the Aviva Investors US Equity Income Fund I, the ACD has appointed River Road Asset
Management LLC (“ River Road ”) to act as the investment manager pursuant to an investment management agreement between River Road and the ACD (the “ River Road Investment Management Agreement ”). The River Road Investment Management Agreement contains detailed
mandates prescribing the restrictions and limits to which the River Road will manage the Aviva Investors US Equity Income Fund I. The River Road Investment Management Agreement may be terminated immediately, at the discretion of the ACD, if either it is in the best interests of investors to do.
River Road is a registered investment adviser with the US Securities and Exchange Commission for
the purpose of asset management.
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River Road may sub-delegate all or part of its functions to a third party with the prior written consent of the ACD. At the date of this Prospectus, there was no such sub-delegation of the functions performed
by River Road.
River Road may receive research material or services from third parties.
The Securities Lending Agent
The Bank of New York Mellon, London Branch, has been appointed to act as securities lending agent for the following Funds:
Aviva Investors UK Listed Equity Unconstrained Fund Aviva Investors UK Listed Small and Mid-Cap Fund
Aviva Investors UK Listed Equity Income Fund Aviva Investors UK Smaller Companies Fund (please note that this fund is in the process of being terminated and is no longer available for new investment)
Aviva Investors Global Equity Income Fund Aviva Investors Continental European Equity Fund
Aviva Investors Sterling Corporate Bond Fund Aviva Investors Higher Income Plus Fund
Aviva Investors Managed High Income Fund
Aviva Investors UK Index Tracking Fund Aviva Investors International Index Tracking Fund Aviva Investors Multi-asset Income Fund
Aviva Investors Strategic Bond Fund Aviva Investors Multi-Strategy Target Return Fund
Aviva Investors Global Equity Endurance
The Securities Lending Agent has the discretion to arrange securities loans with approved counterparties. Further details are provided in Appendix 3 - Investment and Borrowing Powers and
Investment Restrictions below.
Register of Shareholders
The Register of Shareholders is maintained by the Company’s Administrator, SS&C Financial Services
Europe Limited at its office at SS&C House, St Nicholas Lane Basildon Essex SS15 5FS and may be inspected at that address during normal business hours by any Shareholder or any Shareholder’s duly
authorised agent.
Share certificates will not be issued.
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Shareholders will be able to monitor their holdings by a statement showing transactions in Shares and current holdings which will be sent out to all Shareholders, or in the case of joint holdings to the first
named, twice a year by the Administrator acting as delegate to the Registrar for the maintenance of the Register. The Register is prima facie evidence of matters properly entered in it.
If any Shareholder requires evidence of title to Shares then, upon such proof of identity as it shall
reasonably require, the Administrator, acting as delegate to the Registrar for the maintenance of the Register, will provide the Shareholder with a certified copy of the relevant entry in the Register.
Shareholders must notify the Administrator, in its capacity as delegate to the Registrar for the maintenance of the Register, of any change of address.
Fund Accounting and Pricing Agent
J.P. Morgan Chase Bank, National Association (London Branch) has been appointed to provide fund
accounting services including the calculation of the Net Asset Value of the Company and its Funds and the calculation of prices of Shares in each Class in each Fund on behalf of the ACD in respect of the Company in each Fund. It is appointed to act on behalf of the ACD pursuant to a contract entered into
by a number of Aviva Investors group companies in respect of fund accounting services for their
respective products.
Shareholders' rights
A Shareholder has rights as a shareholder in the Company. Their rights derive from the rights attached to the terms of rights attaching to Shares as set out in the Company's Instrument of Incorporation.
Shareholders may have rights against the ACD in connection with a holding of Shares as provided
under this Prospectus and under the Regulations.
No Shareholder has any direct contractual claim against any delegate of the ACD or the Depositary or
any service providers in respect of the Company including the Auditors or legal advisers.
This position is without prejudice to any right a Shareholder may have to bring a claim against an
Financial Conduct Authority authorised service provider under the Financial Services and Markets Act 2000 or any cause of action which arises in tort; any right as an "eligible complainant" which may arise
in respect of complaints against the ACD or the Depositary in respect of the Financial Ombudsman Service (further details of which are available at www.financial-ombudsman.org.uk ); or, should any
Financial Conduct Authority authorised service provider including the ACD and the Depositary be in default, any eligibility for compensation under the Financial Services Compensation Scheme (in relation
to which information is available at www.fscs.org.uk).
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The Auditors
The Auditors are Ernst & Young LLP of 25 Churchill Place, London, E14 5EY.
Remuneration of Service Providers
As described further in the section below headed “Fees and Expenses”, the remuneration to which the ACD, the Depositary, the Investment Manager, the Administrator acting as delegate to the Registrar for
the maintenance of the Register and the Auditor are entitled is payable out of the Fund Management Fee.
Delegation
Subject to exceptions in the COLL Sourcebook, the ACD and the Depositary may retain (or arrange for
the Company to retain) the services of other persons to assist them in performing their contracted functions. In relation to certain functions the ACD and the Depositary will not be liable for the actions of those appointed provided certain provisions in the COLL Sourcebook apply. The following functions are
delegated at the present time:
Client Administration and maintenance of the Register – SS&C Financial Services Europe Limited;
Fund Administration, including Fund Accounting and Unit Pricing – Aviva Investors Global Services Limited who have sub-delegated this to J.P. Morgan Chase Bank, National
Association (London Branch);
Investment Management – Aviva Investors Global Services Limited, for the Aviva Investors
Continental European Equity Fund MFS International (UK) Limited and for the Aviva Investors US Equity Income Fund I River Road Asset Management LLC.
Conflicts of Interest
The ACD, the Aviva plc group and the Investment Manager The ACD, other companies within the Aviva plc group and the Investment Manager may, from time to
time, act as managers, corporate directors, investment managers or advisers to other funds or subfunds which follow similar investment objectives to those of the Funds of the Company. It is therefore
possible that the ACD and/or the Investment Manager may in the course of their businesses have potential conflicts of interest with the Company or a particular Fund. Each of the ACD and the
Investment Manager will, however, have regard in such event to its obligations under the ACD
Agreement, and the relevant Investment Management Agreement respectively and, in particular, to its obligation to act in the best interests of the Company so far as obligations to other clients are concerned
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when undertaking investment where potential conflicts of interest may arise. Where a conflict of interest cannot be avoided, the ACD will ensure that the Company and the other funds it manages are fairly
treated.
The ACD maintains a written conflict of interest policy. The ACD acknowledges that there may be some
situations where the organisational or administrative arrangements in place for the management of conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the
interests of the Company or its Shareholders will be prevented. Should any such situations arise the ACD will, as a last resort if the conflict cannot be avoided disclose these to Shareholders in an
appropriate format.
The Securities Lending Agent The Securities Lending Agent derives income from permitted securities lending activities in relation to
Scheme Property. Any income derived from such securities lending activities will be shared between the Funds and the Securities Lending Agent on a basis, agreed with the Depositary, that they consider
does not materially differ from normal market rates and any such conflict will be managed according to the measures identified in this section.
The Depositary The Depositary may, from time to time, act as the Depositary of other companies and may, subject to
the COLL Sourcebook, hold money on deposit from, lend money to, or engage in share lending transactions in relation to the Company provided such transactions are at arm’s length. Please see the
paragraph entitled “The Depositary” in the Management and Administration section for further details.
The Depositary has a conflict of interest policy in place to identify, manage and monitor on an on-going
basis any actual or potential conflict of interest. The Depositary has functionally and hierarchically separated the performance of its depositary tasks from its other potentially conflicting tasks. The system
of internal controls, the different reporting lines, the allocation of tasks and the management reporting allow potential conflicts of interest and the Depositary issues to be properly identified, managed, and
monitored.
Service Providers
Certain entities in which a Fund has an investment (whether directly or indirectly) may also provide goods or services to, or have a business, financial or other relationship with other Funds of the
Company, the ACD, their associates and other funds managed by the ACD or their associates. Such entities may also be a source of financing and investment opportunities or co-investors in investments
made by the Funds (whether directly or indirectly) or other funds managed by the ACD or their associates. These relationships may influence the ACD or their associates in deciding whether to select
or recommend a supplier of goods or a service provider to perform services for the Funds or other funds
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managed by the ACD or associates (the cost of which will generally be borne directly or indirectly by
the Fund or such other funds). Notwithstanding the above, the selection of such entities that may
provide goods and services will generally be allocated based on an evaluation which includes such entities’ provision of certain goods and services that the ACD or associates believes to be of benefit to a Fund, or such other funds managed by the ACD or associates.
General
The COLL Sourcebook contains provisions on conflict of interest governing any transaction concerning
the Company which is carried out by or with any “ affected person ”, an expression which covers the Company, the ACD, the Investment Manager, the Depositary, Securities Lending Agent and an
Associate of any of them.
These provisions, among other things, enable an affected person to sell or deal in the sale of property to the Company or the Depositary for the account of the Company; vest property in the Company or the Depositary against the issue of Shares; purchase property from the Company (or the Depositary acting
for the account of the Company); enter into a securities lending transaction, or a derivatives transaction permitted by the COLL Sourcebook, in relation to the Company; or provide services for the Company.
Any such transactions with or for the Company are subject to best execution on exchange, or independent valuation or arm’s length requirements as set out in the COLL Sourcebook. An affected
person carrying out such transaction is not liable to account to the Company, the Depositary, the ACD, any other affected person, or to the Shareholders or any of them for any benefits or profits thereby
made or derived.
Order Execution
The ACD is responsible for the investment management of the underlying assets of the Funds within
the Company and, as such, is subject to the Financial Conduct Authority Handbook that applies to operators of collective investment schemes. These require all ACDs to meet the requirements relating
to best execution when carrying out scheme management activity for its Funds.
In view of this, the ACD is required to treat the Company as its client and must act in the best interests
of each Fund when executing decisions to deal on behalf of the relevant Fund. The ACD is also required to have an order execution policy in place detailing (i) the systems and controls that have been put in
place and (ii) how the ACD will act in line with the best interests of the Company and the Funds whilst
complying with its obligations to obtain the best possible result, when it directly executes an order, places an order with, or transmits an order to, another entity for execution. Copies of the ACD’s order execution policy and of the Investment Manager’s order execution policy which the ACD relies on, are
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AI Investment Funds ICVC Prospectus (16 March 2026) 101
available from the ACD on request. If you have any questions regarding the policy please contact the
ACD or your professional adviser.
Inducements and commissions
When executing orders, or placing orders with other entities for execution, that relate to financial instruments for, or on behalf of, the Funds, Investment Manager or ACD (as relevant) will not accept
and retain any fees, commissions or monetary benefits; or accept any non-monetary benefits, where these are paid or provided by any third party or a person acting on behalf of a third party.
The Investment Manager or ACD will return to each relevant Fund as soon as reasonably possible after
receipt any fees, commissions or any monetary benefits paid or provided by any third party or a person acting on behalf of a third party in relation to the services provided to that fund, and disclose in the
annual report the fees, commissions or any monetary benefits transferred to them.
However, the Investment Manager or ACD may accept without disclosure minor non-monetary benefits that are capable of enhancing the quality of service provided to the fund; and of a scale and nature such
that they could not be judged to impair their compliance with its duty to act honestly, fairly and professionally in the best interests of each Fund.
Strategy for the exercise of voting rights
A summary of the ACD’s strategy for determining when and how voting rights attached to ownership of
Scheme Property are to be exercised to the exclusive benefit of the Company is available on the internet
at www.avivainvestors.com/en-gb/capabilities/regulatory/voting-rights-strategy .
Foreign Law Contracts
Where reasonable grounds exist for an ACD of a Company which is an umbrella to consider that a Foreign Law Contract entered into by the Company may have become inconsistent with the principle
of limited recourse stated in the Instrument of Incorporation of the Company (see COLL 3.2.6R(22A) (ICVCs: Umbrella schemes – principle of limited recourse)) the ACD must:
1) promptly investigate whether there is an inconsistency; and 2) if the inconsistency still appears to exist, take appropriate steps to remedy that inconsistency.
In deciding what steps are appropriate to remedy the inconsistency, the ACD should have regard to the
best interests of the Shareholders. Appropriate steps to remedy the inconsistency may include: 1) where possible, renegotiating the Foreign Law Contract in a way that remedies the
inconsistency; or 2) causing the Company to exit the Foreign Law Contract.
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FEES AND EXPENSES
Fund Management Fee
Each Fund will be charged a single fixed rate charge, referred to as the Fund Management Fee, to cover (save in respect of Class 8 of any relevant Fund) the following underlying fees and expenses in
relation to the operation and administration of the Company and/or that Fund:
1. fees and expenses payable to the ACD under its agreement with the Company in payment for
carrying out its duties and responsibilities, which in summary involve it running the day to day operations of the Company, marketing and distributing the Company and otherwise providing
or procuring the provision of such administrative, accounting, consultancy, advisory, secretarial and general management services as are necessary to manage the Funds in accordance with
the Instrument of Incorporation, this Prospectus and the Regulations (including monitoring the investment strategy, monitoring the valuation of the Funds’ assets and maintaining the necessary records);
2. a fee for establishing and maintaining the Register of Shareholders and providing related registration services;
3. the Investment Manager’s fees and expenses (plus any VAT thereon) except for any such expenses incurred in the performance of its services that are properly the responsibility of the
Company namely (i) the costs of buying, selling and registering the underlying assets of that Fund, including any dealing spreads, broker / dealing commissions, and any related issue or
transfer taxes in respect of dealing in the assets of that Fund and (ii) any taxation and duties payable by the Company in respect of that Fund without limitation in respect of the Scheme
Property or the issue or redemption of Shares and any VAT or similar tax and which may be reimbursed out of the Scheme Property as described in the section below headed “Other
Payments out of the Scheme Property”;
4. the fees payable to the Depositary in payment for carrying out its duties and responsibilities, which in summary involve it acting solely in the interests of Shareholders of the Funds, taking
steps to ensure that the ACD is investing and valuing the assets of the Funds in accordance with the Financial Conduct Authority Rules, and remuneration for performing or arranging for
the performance of the functions conferred on the Depositary by the Instrument of Incorporation or the COLL Sourcebook. In addition to these fees and remuneration, the Depositary will be
entitled to receive reimbursement for expenses properly incurred by it in the discharge of its duties or exercising any of the powers conferred upon it in relation to the Company and each
Fund, subject to approval by the ACD. This includes, without limitation, all charges and
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AI Investment Funds ICVC Prospectus (16 March 2026) 104
expenses of any agents appointed by the Depositary in the discharge of its duties and all charges and expenses incurred in relation to the preparation of the Depositary’s annual report to Shareholders and legal expenses incurred by the Depositary or its delegates in the facility of
transactions or agreements for the benefit of a Fund or the ACD. Depositary charges vary according to the countries in which a Fund invests. In addition, a charge can be levied for
derivative transactions;
5. the fees and expenses payable to the Custodian in payment for carrying out its duties and
responsibilities, determined by the custody rate applying to the territory or country in which the assets of each Fund are held, together with a transaction fee in relation to transactions undertaken in respect of the underlying assets of each Fund determined by the territory or
country in which the transaction is effected;
6. the fees, expenses and disbursements of the Auditors (amongst other things, in respect of auditing the annual financial statements of the Company in accordance with applicable law and
accounting standards), which are payable in respect of each Fund in an amount calculated in accordance with the rate card agreed with the Auditors;
7. any costs incurred as a result of preparing, printing and distributing reports (including periodic
statements) and accounts;
8. fees of the Financial Conduct Authority under Schedule 1 Part III of the Act which are required to be paid by all regulated firms in order to contribute to the running costs of the Financial
Conduct Authority, and the corresponding periodic fees of any regulatory authority in the country or territory outside the United Kingdom in which Shares are or may lawfully be
marketed;
9. royalty fees incurred for the use of stock exchange index names, charged on a fixed annual basis for each relevant Fund;
10. any amount payable by the Company under any indemnity provisions contained in the
Instrument of Incorporation or any agreement with any functionary of the Company;
11. directors’ remuneration in the event that the Company has directors in addition to the ACD;
12. the fees and expenses incurred in establishing any new Class and/or Fund, any offer of Shares (including the preparation and printing of any prospectus) and the creation, Conversion and
cancellation of Shares;
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AI Investment Funds ICVC Prospectus (16 March 2026) 105
13. the fees and expenses connected with the listing of Shares on any stock exchange (although
it is not currently proposed to seek a listing for the Shares on any stock exchange);
14. the fees, expenses and disbursements of the tax, legal and other professional advisers of the Company (excluding the fees, disbursements and expenses of the tax, legal and other
professional advisers in relation to litigation pursued for, or on behalf of, the Company or Fund(s));
15. any liabilities on amalgamation or reconstruction of the Company or any Fund or which arise
after transfer of property to the Company in consideration for the issue of Shares in accordance with the COLL Sourcebook;
16. expenses incurred in distributing and dispatching income and other payments to Shareholders;
17. fees and expenses in respect of the publication and circulation of details of Share prices;
18. the costs of convening and holding Shareholder meetings (including meetings of Shareholders
in any particular Fund, or any particular Class within a Fund) and of producing associated documentation;
19. safe custody charges (save to the extent that they relate to matters which are covered by the
fees paid to the Depositary and/or the Custodian);
20. costs incurred in taking out and maintaining any insurance policy in relation to the Company and/or its directors;
21. fees and expenses incurred in company secretarial duties, including the cost of minute books
and other documentation required to be maintained by the Company;
22. any payments otherwise due by virtue of the applicable rules within the Financial Conduct
Authority Handbook;
23. any costs incurred as a result of preparing, printing and distributing Prospectuses or (subject to the COLL Sourcebook) promotional material in respect of the Company and of any marketing activities undertaken by the ACD in relation to the Company; publishing prices; periodic updates
of any Prospectus; amending the Instrument of Incorporation; preparing and printing key
investor information documents, and any other such administrative expenses; and
24. subject to current HM Revenue & Customs regulations, any Value Added Tax (or similar tax)
payable in respect of any fees or expenses referred to above. Where appropriate, such tax is
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AI Investment Funds ICVC Prospectus (16 March 2026) 106
charged at the prevailing rate imposed by HMRC (or other relevant tax authority) on the relevant
expense and accrued and paid at the time of the expense.
The Fund Management Fee accrues daily at the rate for each Class and Fund set out in the table of
charges below, as adjusted for any applicable scale discount as noted below, and is calculated as a percentage of the Net Asset Value of that Fund on the previous Business Day, calculated on a mid
market basis and adjusted for any Shares issued or cancelled between the Valuation Point on the day that the fee accrues and the Valuation Point on the previous Dealing Day. The Fund Management Fee
is payable on the basis set out below:
(a) the Company may pay any of the underlying fees, expenses and charges referred to above (for the avoidance of doubt, excluding any Invoiced Fees and Expenses) directly to the relevant
recipient of the same as and when they are due. Such underlying fees, expenses and charges that are specific to a Class or Fund will be paid out of the Scheme Property of, and be paid
against the Fund Management Fee accrued to, that Class or Fund or, where they are not considered to be attributable to any one Class or Fund, otherwise in a manner which is fair to
Shareholders generally. This will normally be a payment against the Fund Management Fee accrued to all Classes and Funds pro rata to the value of the net assets of the relevant Classes
and Funds; and
(b) the balance of the accrued Fund Management Fee that remains after any payments against
the same pursuant to paragraph (a) above have been made will be paid to the ACD monthly in arrears, from which the ACD will pay any of the remaining underlying fees, expenses and
charges referred to above (for the avoidance of doubt, excluding any Invoiced Fees and Expenses) which are due and payable. This balancing amount of the Fund Management Fee
will be paid out of the Scheme Property of the relevant Fund, and attributed to the Class of Shares, in respect of which it is imposed.
In respect of Class 8 of any relevant Fund, until further notice:
(i) the Fund Management Fee will not cover the fees and expenses in relation to the operation and administration of the Company and/or that Fund listed at paragraphs 1 to 3 above
which are attributable to that Class of Fund (the “ Invoiced Fees and Expenses ”) and which instead shall be invoiced directly to each Shareholder in that Class pursuant to the separate
written agreement required to be entered into between the ACD and such Shareholder as a condition of investing in that Class rather than being paid out of the Scheme Property of
that Class. The fees and expenses in relation to the operation and administration of the Company and/or that Fund listed at paragraphs 4 to 25 above will be charged to the Fund
Management Fee in the usual way. This does not preclude the ACD from changing the arrangement by giving due notice as agreed with the Depositary to Shareholders in that
Class; and
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(ii) the ACD may, together with the balance of the accrued Fund Management Fee that
remains after the payment of those underlying fees, expenses and charges which are covered by the Fund Management Fee and which have been paid out of the Scheme
Property of that Class, use amounts received from Shareholders in that Class pursuant to such invoicing to pay any of the underlying fees, expenses and charges which are still
covered by the Fund Management Fee but which are not paid out of the Scheme Property of that Class.
Where the investment objective of a Fund is to treat the generation of income as a higher priority than
capital growth or the generation of income and capital growth have equal priority, all or part of the Fund Management Fee may be charged against capital instead of against income. This will only be done with
the approval of the Depositary. This treatment of the Fund Management Fee will increase the amount of income available for distribution to Shareholders in the Fund concerned, but may constrain capital
growth. At the present time the Fund Management Fee is charged against income in respect of all the Funds, with the exception of the Aviva Investors UK Listed Equity Income Fund, the Aviva Investors
Global Equity Income Fund, the Aviva Investors Multi-asset Income Fund and the Aviva Investors US Equity Income Fund I, where it is charged against capital. Where the charge would normally be made
to income but a Class’s expenses in any period exceed the income attributable to it, the ACD may take that excess from the capital property attributable to that Class.
The underlying fees, expenses and charges covered by the Fund Management Fee may fluctuate, notwithstanding that the Fund Management Fee is being taken at a fixed rate. In fixing the Fund
Management Fee in this way, the ACD bears the risk that the balance of the Fund Management Fee payable to it will not fully remunerate it when compared to the amount that it would otherwise have been
permitted to charge under a more traditional charging method. This is due to the fact that:
(i) the amount of the underlying fees, expenses and charges referred to above that are actually incurred in any given period may exceed the Fund Management Fee taken for that period; or
(ii) only in the case of the Class of Funds as indicated in the table in the Ongoing Charge section below, which shows the caps on the Ongoing Charge figure, the effect of synthetic charges
might, when added to the Fund Management Fee that would otherwise be due, cause the relevant cap to be exceeded (please see the section below headed “Ongoing Charge” for
further details in relation to the addition of synthetic charges to the Fund Management Fee in the calculation of the Ongoing Charge),
and in those circumstances the resulting excess would be covered by the ACD. Conversely, however,
where those fees, expenses and charges in any given period are less than the level of the Fund Management Fee for that period, then in these circumstances, the ACD is permitted to retain the
resulting surplus and is not accountable to Shareholders for this.
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The ACD reserves the right to increase or decrease the Fund Management Fee. Any increase in the
Fund Management Fee will be deemed to be a significant change and may be made after giving at least 60 days written notice to Shareholders and revising the Prospectus to reflect the proposed increase in
accordance with the COLL Sourcebook, provided this is to cover underlying fees, expenses and charges which this Prospectus already contemplates as being paid from the Fund Management Fee.
However, if a new category of fee, expense or charge is being introduced which this Prospectus does not contemplate as being paid against or from the Fund Management Fee, as applicable, whether or
not this is resulting in an increase in the Fund Management Fee, then this will be deemed to be a fundamental change and the approval of Shareholders will be required in accordance with the COLL
Sourcebook. For the avoidance of doubt, the ACD does not consider any change to the arrangements pursuant to which Invoiced Fees and Expenses are recovered, including without limitation starting to
pay these out of Scheme Property following any consequential increase to the Fund Management Fee as necessary, as the introduction of a new category of fee, expense or charge. Any decrease in the
Fund Management Fee will be deemed to be a notifiable change and may be made in accordance with the requirements set out in the section headed “Changes to the Company and the Funds” below.
Discounts to the Fund Management Fee
The ACD passes on some of the benefits of potential savings generated by significant growth in assets under management by discounting the Fund Management Fee payable in respect of retail Classes of
Shares in the Funds. The size of the discount to the usual Fund Management Fee is determined by the size of the relevant Fund and the type of fund (as set out below) and is capped at 0.05%.
For equity and fixed income funds (“simple” funds):
the Fund Management Fee payable in respect of retail Classes in Funds with £500,000,000 up to £1 billion of assets under management is discounted by 0.01%.
the Fund Management Fee payable in respect of retail Classes in Funds with £1 billion up to
£1.5 billion of assets under management is discounted by 0.02%.
the Fund Management Fee payable in respect of retail Classes in Funds with £1.5 billion up to
£2 billion of assets under management is discounted by 0.03%.
the Fund Management Fee payable in respect of retail Classes in Funds with £2 billion up to £2.5 billion of assets under management is discounted by 0.04%.
the Fund Management Fee payable in respect of retail Classes in Funds with £2.5 billion plus
of assets under management is discounted by 0.05%.
A numerical example for equity and fixed income funds is set out below.
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Assets under management Discounted Fund Management Fee for a retail Class of Share (for example a Class 1 Share)
Example Fund Management Fee: 1.00% (please see below for the exact Fund Management Fee charged by each Class of Share in each Fund)
£500,000,000 - £1 billion 0.99%
£1 billion – £1.5 billion 0.98%
£1.5 billion - £2 billion 0.97%
£2 billion - £2.5 billion 0.96%
£2.5 billion and above 0.95%
For multi-asset funds (“standard” funds):
the Fund Management Fee payable in respect of retail Classes in Funds with £1 billion up to
£2 billion of assets under management is discounted by 0.01%.
the Fund Management Fee payable in respect of retail Classes in Funds with £2 billion up to £3 billion of assets under management is discounted by 0.02%.
the Fund Management Fee payable in respect of retail Classes in Funds with £3 billion up to
£4 billion of assets under management is discounted by 0.03%.
the Fund Management Fee payable in respect of retail Classes in Funds with £4 billion up to
£5 billion of assets under management is discounted by 0.04%.
the Fund Management Fee payable in respect of retail Classes in Funds with £5 billion plus of assets under management is discounted by 0.05%.
A numerical example for multi-asset funds is set out below.
Assets under management Discounted Fund Management Fee for a retail Class of Share (for example a Class 1 Share)
Example Fund Management Fee: 1.00%
(please see below for the exact Fund Management Fee charged by each Class of Share in each Fund)
£1 billion - £2 billion 0.99%
£2 billion - £3 billion 0.98%
£3 billion - £4 billion 0.97%
£4 billion - £5 billion 0.96%
£5 billion and above 0.95%
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For multi-strategy and property funds (“complex” funds):
the Fund Management Fee payable in respect of retail Classes in Funds with £2.5 billion up to £5 billion of assets under management is discounted by 0.01%.
the Fund Management Fee payable in respect of retail Classes in Funds with £5 billion up to
£7.5 billion of assets under management is discounted by 0.02%.
the Fund Management Fee payable in respect of retail Classes in Funds with £7.5 billion up to £10 billion of assets under management is discounted by 0.03%.
the Fund Management Fee payable in respect of retail Classes in Funds with £10 billion up to £12.5 billion of assets under management is discounted by 0.04%.
the Fund Management Fee payable in respect of retail Classes in Funds with £12.5 billion plus
of assets under management is discounted by 0.05%.
A numerical example for multi-strategy and property funds is set out below.
Assets under management Discounted Fund Management Fee for a retail Class of Share (for example a Class 1 Share)
Example Fund Management Fee: 1.00% (please see below for the exact Fund Management Fee charged by each Class of Share in each Fund)
£2.5 billion - £5 billion 0.99%
£5 billion - £7.5 billion 0.98%
£7.5 billion - £10 billion 0.97%
£10 billion - £12.5 billion 0.96%
£12.5 billion and above 0.95%
This discount will apply once any other discount to the Fund Management Fee noted below for a particular Fund has been applied. For the avoidance of doubt, in the event that on any given day the
assets under management of a Fund are less than the base amount at which the discount starts to apply in accordance with the classification of that Fund, then no discount shall apply under this
paragraph and the amount accrued in respect of the Fund Management Fee shall be calculated by reference to the full value of the Fund Management Fee referred to in the table of charges below (as
this may be adjusted by any discount which is applied to the Fund Management Fee other than pursuant to this paragraph). The ACD reserves the right to change the ranges at which discounts apply or the
discount applied for any given range. In the event of any such change, the ACD will notify Shareholders in writing. The classification (“simple”, “standard” or “complex”) of each Fund is set out in the table of
charges below. The latest size of each Fund can be found on our website at www.avivainvestors.com/en-gb/capabilities/fund-centre .
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Ongoing Charge
The Ongoing Charge represents the ongoing costs of managing each Fund. This is the figure which, in
accordance with current Applicable Law, is disclosed to investors in the Key Investor Information Document of each Fund. The Ongoing Charge is made up of:
a) the Fund Management Fee;
b) any fees, disbursements and expenses of the tax, legal and other professional advisers in relation to litigation pursued for, or on behalf of, the Company or Fund(s); and
c) where a Fund invests a substantial portion of its assets in other funds, an amount for the prorated charges of those other funds. These pro-rated charges are commonly referred to as
“synthetic charges” or the “synthetic” part of the Ongoing Charge. This ensures that the publicised Ongoing Charge of a Fund takes account of the ongoing charges incurred by those
other funds, even though they are not a direct cost, and so are not actually paid out of the Scheme Property, of that Fund.
It is important to note that the Ongoing Charge still does not reflect the total costs of investing in the
Funds. For example, it does not include performance fees (to the extent that these are charged) or certain other payments permitted to be made out of the Scheme Property of the Fund (as referred to in
more detail in the section headed “Other Payments out of Scheme Property” below, such as the costs of acquiring and disposing of certain investments). Furthermore, other one-off charges may be
applicable which are applied directly to an investor’s investment, rather than being taken from the Scheme Property of the Fund, namely any Entry Charge, Exit Charge, Switching Fee or Conversion
Fee (which are referred to in more detail in the section headed “One-Off Charges” below).
The Ongoing Charges figure is stated as a percentage of the average Net Asset Value of that Fund. It
is based on previous costs incurred and will be calculated (i) at the end of each annual accounting period, by reference to the actual costs incurred in the previous 12 month period and (ii) at the end of
each interim half-yearly accounting period, by reference to the annualised costs for the previous 6 month period (that is, the costs incurred in that 6 month period, adjusted so as to reflect what these
costs would amount to over a 12 month period). It may also be based on an estimate of upcoming costs where this provides a better indication of the expected costs in the relevant Class or Fund, in which
case it will also be calculated as required.
However, specifically for the following Class of the following Funds, the ACD has capped the OCF at the levels indicated below:
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Fund Share Class Cap on Ongoing Charges figure
incurred in respect of this Class of Fund in any 12 month period (%)
Aviva Investors UK Listed Equity
Unconstrained Fund
Share Class 1 1.00
Aviva Investors UK Listed Small and Mid-Cap Fund
Share Class 1 1.00
Aviva Investors UK Listed Equity Income Fund Share Class 1 1.00
Aviva Investors Continental European Equity
Fund
Share Class 1 1.00
Aviva Investors Higher Income Plus Fund Share Class 1 1.00
Aviva Investors Sterling Corporate Bond Fund Share Class 1 0.80
Aviva Investors UK Index Tracking Fund Share Class 1 0.70
Aviva Investors International Index Tracking
Fund
Share Class 1 0.70
Aviva Investors Multi-asset Income Fund Share Class 1 0.80
Aviva Investors Multi-asset Income Fund Share Class 2 0.60
Aviva Investors Multi-asset Income Fund Share Class 9 0.35
Aviva Investors Global Equity Income Share Class 7 0.50
The Ongoing Charges figure can be found in the Key Information Investor Document for the relevant
Fund and also at www.avivainvestors.com/en-gb/capabilities/fund-centre .
One-Off Charges
Entry Charge
The ACD is permitted by the Financial Conduct Authority Rules to charge an Entry Charge on the
purchase of Shares by an investor which is calculated as a percentage of the total amount tendered for investment. The Entry Charge is deducted from the total amount tendered for investment with the
remaining balance (less any Investor Protection Fee, if applicable) invested in the investor’s chosen Fund(s). The current Entry Charge for each Class and Fund is set out in the table of charges below.
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Switching Fee
If a Shareholder Switches Shares in one Fund for Shares in another Fund the ACD is entitled to charge a Switching Fee. The Switching Fee which is payable to the ACD will not exceed an amount equal to
the prevailing Entry Charge for the Class of the Fund into which the Shares are being Switched.
Where a Switching Fee is charged by the ACD, the ACD may adjust the number of New Shares to be
issued in connection with the Switch to reflect the imposition of any such Switching Fee together with any other charges or levies in respect of the issue of the New Shares or the cancellation of the Original
Shares as may be permitted by the COLL Sourcebook and the Instrument of Incorporation.
However, currently no Switching Fee is charged.
Conversion Fee
If a Shareholder Converts Shares of one Class or Type for Shares of another Class or Type within the same Fund, the ACD is entitled to charge a Conversion Fee. The Conversion Fee which is payable to
the ACD will not exceed an amount equal to the prevailing Entry Charge for the Class or Type into which the Shares are being Converted.
Where a Conversion Fee is charged by the ACD, the ACD may adjust the number of New Shares to be
issued in connection with the Conversion to reflect the imposition of any such Conversion Fee together with any other charges or levies in respect of the issue of the New Shares or the cancellation of the
Original Shares as may be permitted pursuant to the COLL Sourcebook and the Instrument of
Incorporation.
However, currently no Conversion Fee is charged.
Exit Charge
The ACD is entitled to make a charge, referred to as an Exit Charge, on the value of the Shares
redeemed by an investor. The current Exit Charge for each Class and Fund is set out in the table of
charges below.
Increases in One-Off Fees
Any increase in the Entry Charge, Switching Fee, Conversion Fee or Exit Charge may be made if it is
deemed by the ACD to be a significant rather than a fundamental change as set out in the COLL Sourcebook, only after giving 60 days written notice to Shareholders and revising the Prospectus to
reflect the proposed increase. If the proposed charge is deemed fundamental the approval of Shareholders is required.
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Table of charges
The current Fund Management Fee, Entry Charge, and Exit Charge for each Class and Fund, are:
Class 1
Fund Entry (%) Exit (%) Fund Management Fee (%)*
Classification for Discount to Fund Management Fee
Aviva Investors Multi-asset Income Fund
0.00 0.00 0.80 Simple
Aviva Investors UK Listed Equity Unconstrained Fund
0.00 0.00 1.00 Simple
Aviva Investors UK Listed Small and Mid-Cap Fund
0.00 0.00 1.00 Simple
Aviva Investors UK Listed Equity Income Fund
0.00 0.00 1.00 Simple
Aviva Investors UK Smaller Companies Fund (please note that this fund is in the process of being terminated and is no longer available for new investment)
0.00 0.00 0.832** Simple
Aviva Investors Global Equity Income Fund
0.00 0.00 1.12 Simple
Aviva Investors Continental European Equity Fund
0.00 0.00 1.00 Simple
Aviva Investors Managed High Income Fund
0.00 0.00 0.87 Simple
Aviva Investors Higher Income Plus Fund
0.00 0.00 0.87 Simple
Aviva Investors Sterling Corporate Bond Fund
0.00 0.00 0.70 Simple
Aviva Investors UK Index Tracking Fund
0.00 0.00 0.41 Simple
Aviva Investors International Index Tracking Fund
0.00 0.00 0.45 Simple
Aviva Investors Strategic Bond Fund
0.00 0.00 0.88 Simple
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Aviva Investors Multi-Strategy Target Return Fund
0.00 0.00 1.00 Complex
Aviva Investors Global Emerging Markets Equity Unconstrained Fund (please note that this fund is in the process of being terminated and is no longer available for new investment)
0.00 0.00 1.00 N/A - please note that this fund is in the process of being terminated and is no longer available for new investment
Aviva Investors Global Climate Aware Equity Fund
0.00 0.00 1.00 Simple
* See “Discounts to the Fund Management Fee” above for further detail on the potential discount to the Fund Management Fee for this Class. **The Fund Management Fee that is deducted from Scheme Property of each Class of the Aviva Investors UK Smaller Companies Fund noted above shall be calculated by reference to the Net Asset Value of that Fund excluding the cash and deposits that it holds.
Class 2
Fund Entry (%) Exit (%) Fund Managem ent Fee (%)
Aviva Investors Multi-asset Income Fund
0.00 0.00 0.60
Aviva Investors UK Listed Equity Unconstrained Fund
0.00 0.00 0.82
Aviva Investors UK Listed Small and Mid-Cap Fund
0.00 0.00 0.83
Aviva Investors UK Listed Equity Income Fund
0.00 0.00 0.81
Aviva Investors UK Smaller Companies Fund (please note that this fund is in the process of being terminated and is no longer available for new investment)
0.00 0.00 0.712*
Aviva Investors Global Equity Income Fund
0.00 0.00 0.87
Aviva Investors Continental European Equity Fund
0.00 0.00 0.85
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Aviva Investors Managed High Income Fund
0.00 0.00 0.62
Aviva Investors Higher Income Plus Fund
0.00 0.00 0.62
Aviva Investors International Index Tracking Fund
0.00 0.00 0.25
Aviva Investors Strategic Bond Fund
0.00 0.00 0.63
Aviva Investors UK Index Tracking Fund
0.00 0.00 0.20
Aviva Investors Multi-Strategy Target Return Fund
0.00 0.00 0.85
Aviva Investors Sterling Corporate Bond Fund
0.00 0.00 0.50
Aviva Investors Global Equity Endurance Fund
0.00 0.00 0.87
Aviva Investors Global Emerging Markets Equity Unconstrained Fund
(please note that this fund is in the process of being terminated and is no longer available for new investment)
0.00 0.00 0.85
Aviva Investors Global Climate Aware Equity Fund
0.00 0.00 0.85
* The Fund Management Fee that is deducted from Scheme Property of each Class of the Aviva Investors UK Smaller Companies Fund noted above shall be calculated by reference to the Net Asset Value of that Fund excluding the cash and deposits that it holds.
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Class A
Fund Entry (%) Exit (%) Fund Managem ent Fee (%)
Aviva Investors UK Index Tracking Fund
0.00 0.00 0.05
Class 3
Fund Entry (%) Exit (%) Fund Manage ment Fee (%)
Aviva Investors Global Emerging Markets Equity Unconstrained Fund
(please note that this fund is in the process of being terminated and is no longer available for new investment)
0.00 0.00 0.40
Class 4
Fund Entry (%) Exit (%) Fund Managem ent Fee (%)
Aviva Investors Global Emerging Markets Equity Unconstrained Fund
(please note that this fund is in the process of being terminated and is no longer available for new investment)
0.00 0.00 0.475
Aviva Investors UK Listed Equity Income Fund
0.00 0.00 0.45
Aviva Investors Global Equity Income Fund
0.00 0.00 0.42
Aviva Investors Global Climate Aware Equity Fund
0.00 0.00 0.475
Aviva Investors US Equity Income Fund I
0.00 0.00 0.40
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Class 5
Fund Entry (%) Exit (%) Fund Managem ent Fee (%) Aviva Investors Strategic Bond Fund
0.00 0.00 0.58
Aviva Investors Multi-Strategy Target Return Fund
0.00 0.00 0.70
Aviva Investors International Index Tracking Fund
0.00 0.00 0.20
Aviva Investors Global Climate Aware Equity Fund
0.00 0.00 0.40
Aviva Investors US Equity Income Fund I
0.00 0.00 0.55
Aviva Investors Sterling Corporate Bond Fund
0.00 0.00 0.35
Class 6
Fund Entry (%) Exit (%)
Fund Management Fee (%)*
Classification for Discount to Fund Management Fee Aviva Investors Global Equity Endurance Fund
0.00 0.00 1.00 Simple
* See “Discounts to the Fund Management Fee” above for further detail on the potential discount to the Fund Management Fee for this Class.
Class 7
Fund Entry (%) Exit (%) Fund
Managem
ent Fee
(%)
Aviva Investors Global Equity
Income Fund
0.00 0.00 0.50
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Class 8*
Fund Entry (%) Exit (%) Fund
Managem
ent Fee
(%)
Aviva Investors Global Equity
Endurance Fund
0.00 0.00 0.02
Aviva Investors Higher Income Plus
Fund
0.00 0.00 0.02
Aviva Investors Managed High
Income Fund
0.00 0.00 0.02
Aviva Investors Global Climate
Aware Equity Fund
0.00 0.00 0.04
Aviva Investors Continental
European Equity Fund
0.00 0.00 0.05
Aviva Investors Global Equity
Income Fund
0.00 0.00 0.02
Aviva Investors International Index
Tracking Fund
0.00 0.00 0.05
Aviva Investors Sterling Corporate
Bond Fund
0.00 0.00 0.03
Aviva Investors Multi-Strategy
Target Return Fund
0.00 0.00 0.03
Aviva Investors Strategic Bond
Fund
0.00 0.00 0.03
Aviva Investors UK Index Tracking
Fund
0.00 0.00 0.01
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Aviva Investors UK Listed Equity
Income Fund
0.00 0.00 0.02
Aviva Investors UK Listed Equity
Unconstrained Fund
0.00 0.00 0.02
Aviva Investors UK Listed Small
and Mid-Cap Fund
0.00 0.00 0.03
Aviva Investors UK Smaller
Companies Fund (please note that
this fund is in the process of being
terminated and is no longer
available for new investment)
0.00 0.00 0.032**
*Investment in Class 8 is for investment by Aviva plc companies only and is subject to separate written agreement with the ACD. **The Fund Management Fee that is deducted from Scheme Property of each Class of the Aviva Investors UK Smaller Companies Fund noted above shall be calculated by reference to the Net Asset Value that Fund excluding the cash and deposits that it holds.
Class 9
Fund Entry (%) Exit (%) Fund Managem ent Fee (%) Aviva Investors Multi-Strategy Target Return Fund
0.00 0.00 0.80
Aviva Investors Multi-asset Income Fund
0.00 0.00 0.35
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Other Payments out of the Scheme Property
In addition to the Fund Management Fee, so far as the Regulations allow, the Company will routinely pay the following out of the Scheme Property of each Fund, and these would typically not be included
in the Ongoing Charges figure:
1. taxation and duties payable by the Company without limitation in respect of the Scheme Property or the issue or redemption of Shares to the relevant tax authority which shall be
reviewed daily and accrued as and when a provision is required to be made and paid when
due; and
2. fees and expenses incurred in acquiring, disposing of and registering investments which for
example may include, but are not limited to (i) the fee paid to a broker to execute a trade, based on the number of shares traded and (ii) any issue or transfer taxes, stamp duty or SDRT
chargeable at the prevailing rate imposed by and payable to the relevant tax authority. Such costs are typically included as part of the confirmed purchase/sale price of the investment and
are paid as part of that price on the contractual settlement date of the purchase / sale.
So far as the Regulations allow, and save where they are notionally attributable to Class 1 of the Funds listed below:
1. the Company may also pay out of the Scheme Property of each Fund interest on borrowings and charges and expenses incurred in effecting, arising out of or terminating such borrowings
or in negotiating or varying the terms of such borrowings as and when such fees and expenses arise; and
2. the fees, disbursements and expenses of tax, legal and other professional advisers in relation to litigation pursued for, or on behalf of, the Company or Fund(s).
Although not something which the Company would routinely incur, if and when they did arise, these would typically not be included in the Ongoing Charges figure, with the exception of the fees and
expenses referred to at paragraph 2 above (fees incurred in relation to litigation pursued on behalf of the Company or Fund(s)) which would be included in the Ongoing Charges figure. This shall not be the
case for any such interest, charges and expenses which are notionally attributable (whether by way of a notional specific allocation or a notional pro rata allocation) to Class 1 of the following Funds where
such interest, charges and expenses will not be allocated to that Class for payment, but will be met by the ACD:
Aviva Investors UK Listed Equity Unconstrained Fund; Aviva Investors UK Listed Small and Mid-Cap Fund;
Aviva Investors UK Listed Equity Income Fund;
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Aviva Investors Continental European Equity Fund;
Aviva Investors Higher Income Plus Fund; and Aviva Investors Sterling Corporate Bond Fund
Subject to current HM Revenue & Customs regulations, the Company may pay out of the Scheme
Property of each Fund any Value Added Tax (or similar tax) payable in respect of any fees or expenses referred to in this section. Where appropriate, such tax is charged at the prevailing rate imposed by
HMRC (or other relevant tax authority) on the relevant expense and accrued and paid at the time of the
expense.
Fees and expenses (and taxes thereon) are allocated between capital and income in accordance with the Regulations and the Statement of Recommended Practice regarding the Financial Statements of
Authorised Open-Ended Investment Companies issued by the Investment Association as of 1 December 2003 and for the time being in force.
All the above fees and expenses (other than those borne by the ACD) will be charged to the Fund in
respect of which they were incurred but where it is not considered to be attributable to any one Fund, it will be allocated by the ACD in a manner which is fair to Shareholders generally. They will normally be
allocated to all Funds pro rata to the value of the net assets of the relevant Funds.
Fees and expenses specific to a Class will be allocated to that Class. They will otherwise be allocated
in a manner which is fair to Shareholders generally and will normally be allocated to all Classes pro rata to the value of the net assets of the relevant Class.
Investor Protection Fee (dilution levy)
When the Company purchases or sells investments it will usually incur cost in the form of dealing
charges and any spread between the buying and selling prices of the investment. This cost is not reflected in the sale or purchase price paid by an investor. In some circumstances (for example, large volumes of deals in a Fund’s Shares require a Company to purchase or sell Fund investments) this may
have an adverse effect on Shareholders’ interests in the Fund. This effect is referred to as “dilution”. To counteract the effect of dilution, the ACD may charge a dilution levy (referred to in this Prospectus as
the Investor Protection Fee) on the purchase and/or sale of Shares. If charged, this fee is added to the purchase cost or deducted from the sale proceeds, as appropriate, and paid into and becomes a part
of the Scheme Property of the relevant Fund.
The ACD has no entitlement to the Investor Protection Fee.
The Investor Protection Fee for each Fund will be calculated by reference to the costs of dealing in the
underlying investments of that Fund, including any dealing spreads, commission and transfer taxes and
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AI Investment Funds ICVC Prospectus (16 March 2026) 123
will be calculated at the Valuation Point of any relevant dealing of Shares triggering the need for an
Investor Protection Fee.
The necessity to charge an Investor Protection Fee will depend on the volume of purchases or sales of Shares and an Investor Protection Fee may therefore be charged in the following circumstances:
i) on a Fund experiencing large levels of net purchases (i.e. purchases less sales) relative to
its size. In these circumstances the Investor Protection Fee may be applied in particular to individual deals exceeding £15,000;
ii) on a Fund experiencing large levels of net sales (i.e. sales less purchases) relative to its
size. In these circumstances the Investor Protection Fee may be applied in particular to individual deals exceeding £15,000;
iii) on “large deals”. For these purposes a large deal is defined as a deal exceeding 2% of the size of a Fund;
iv) where a Shareholder redeems or Switches a holding of Shares within 30 days of its
purchase;
v) where a Fund is an index tracking fund or is otherwise passively managed;
vi) in any other case where the ACD is of the opinion that the interests of existing Shareholders (for purchases) or remaining Shareholders (for sales) (i) require the imposition of an
Investor Protection Fee or (ii) might otherwise be adversely affected.
On the occasions where an Investor Protection Fee is not applied, there may be an adverse impact on the total assets of the Company, which may constrain capital growth of the Company.
In the twelve-month period to the end of December 2024, an Investor Protection Fee was levied on sixty six (66) occasions:
Six (6) were for Aviva Investors Global Equity Endurance Fund (Class 8 Accumulation) with an
average amount of £9,497.70
Fifteen (15) were for the Aviva Investors Global Equity Income Fund (Class 8 Income) with an average amount of £16,707.55
Two (2) were for the Aviva Investors Sterling Corporate Bond Fund (Class 8 Accumulation) with an average amount of £24,966.34
Twelve (12) were for the Aviva Investors Global Climate Aware Equity Fund (Class 8
Accumulation) with an average amount of £2,588.56
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One (1) was for the Aviva Investors Continental European Equity Fund (Class 8 Income) for
£2,225.89
Seventeen (17) were for the Aviva Investors Global Equity Income Fund (Class 2 Accumulation)
with an average amount of £1,399.26
One (1) was for the Aviva Investors Managed High Income Fund (Class 8 Income) for £6,097.90
One (1) was for the Aviva Investors UK Smaller Companies Fund (Class 8 Income) for
£33,859.19
As dilution is directly related to the inflow and outflow of monies from the Company, it is not possible to
accurately predict whether a dilution will occur at any future point in time. Consequently, it is not possible to accurately predict how frequently the ACD will need to impose an Investor Protection Fee. Based on
historic data and on its experience of managing the Funds, the ACD is unlikely to impose an Investor Protection Fee unless it considers that the dealing costs relating to a Shareholder transaction(s) are
significant and will have a material impact on the value of the Fund in question. This paragraph will
continue to be revised from time to time.
Securities Lending Agent’s Fee
For the Funds which operate securities lending, the Securities Lending Agent is permitted to deduct a
monthly fee equating to 20 per cent of the securities lending income generated for the Fund. The fee will be charged to the Fund each month in respect of the securities lending activity from the preceding
month. No Securities Lending Agent fee will be deducted from the Scheme Property if no revenue from securities lending activity has been generated in the preceding month. No additional fee will be charged
by the ACD.
Access to costs and charges information
In addition to the information set out in the section headed “Fees and Expenses” and other than the Ongoing Charge, further costs and charges information for investors and prospective investors relating to MiFI Regulations and PRIIPs Regulation can also be found on the ACD’s website at
www.avivainvestors.com/en-gb/capabilities/regulatory/mifid-ii or www.avivainvestors.com/en
gb/capabilities/regulatory/eu-priips .
Forward looking costs figures are estimates based on historic data, where available and relevant, or
are based upon the MiFI Regulations guidelines for producing estimated forward looking costs figures when historic data is not available. Actual cost figures, which will be reported on an ex-post basis, may vary from estimates given; in particular, research costs previously charged to the Funds will now be
paid for by the ACD or Investment Manager.
Research Costs
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Any third-party research received in connection with investment advisory services that the Investment Manager or the ACD provides to the Funds will be paid for by the Investment Manager or the ACD, as relevant in relation to each Fund, out of its fees and will not be charged to the Funds.
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CHANGES TO THE COMPANY AND THE FUNDS
Where any changes are proposed to be made to the Company or a Fund the ACD will assess whether the change is fundamental, significant or notifiable in accordance with COLL 4.3. If the change is
regarded as fundamental, Shareholder approval will be required. If the change is regarded as significant, 60 days’ prior written notice will be given to Shareholders. If the change is regarded as
notifiable, Shareholders will receive suitable notice of the change.
Certain changes to the Company and the Funds may require approval by the Financial Conduct
Authority under the Regulations. In addition, the ACD is required to seek your approval to, or notify you of, various types of changes to the Company and the Funds, as detailed below.
Fundamental changes
A fundamental change is a change or event which changes the purposes or nature of the Company or a Fund or may materially prejudice a shareholder or alter the risk profile of a Fund or introduce any new
type of payment out of the scheme property of a Fund.
For fundamental changes, the ACD must obtain Shareholder approval, by way of an Extraordinary Resolution (which needs 75% of the votes cast to be in favour if the resolution is to be passed). An
Extraordinary Resolution is required, for example, for the introduction of new fees.
There may also be other instances where a change is not classified as fundamental but Shareholder
approval is still required. Unless an Extraordinary Resolution is specifically required by the COLL Sourcebook, the Instrument of Incorporation or this Prospectus, this will be by Ordinary Resolution. For
an Ordinary Resolution to be passed, more than 50% of the votes cast must be in favour. An Ordinary Resolution is required, for example, for the removal of the ACD which is proposed at the instigation of
Shareholders.
The convening and conduct of meetings of Shareholders and the voting rights of Shareholders at those
meetings is governed by the provisions of the Financial Conduct Authority Rules and the Company’s
Instrument of Incorporation, and are also explained in the section entitled ‘Meetings and Voting Rights’ of this Prospectus.
Significant changes
A significant change is a change or event which is not fundamental but which affects the Shareholder’s
ability to exercise their rights in relation to their investment or would reasonably be expected to cause the Shareholder to reconsider their participation in a Fund or results in any increased payments out of
the Scheme Property to the ACD or to an associate of the ACD or materially increases any other type
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of payment out of the Scheme Property of a Fund. For example at least 60 days’ written notice would
be given of any increase in fees payable to the ACD. The ACD must give reasonable prior notice (of not less than 60 days) in respect of any such proposed change to the operation of the Company or its
Funds.
Notifiable changes
A notifiable change is a change or event other than a fundamental change or a significant change of which a Shareholder must be made aware unless the ACD concludes that the change is insignificant. The ACD must inform Shareholders in an appropriate manner and time scale of any notifiable changes
that are reasonably likely to affect or have affected the operation of the Company or a Fund.
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INSTRUMENT OF INCORPORATION
The Instrument of Incorporation of the Company (which is available for inspection at the ACD's offices
at 80 Fenchurch Street, London, EC3M 4AE), contains provisions to the following effect:
Object
The object of the Company is to invest the Scheme Property in transferable securities, money market
instruments, units in collective investment schemes, deposits and derivatives and forward transactions in accordance with the COLL Sourcebook with the aim of spreading investment risk and giving its
Shareholders the benefit of the results of the management of that property.
Shares, Classes & Types
1. The Company may from time to time issue Shares of different Classes and the ACD may by resolution from time to time create additional Classes (whether or not falling within one of the
Classes in existence on incorporation).
2. The special rights attaching to a Class are not (unless otherwise expressly provided by the conditions of issue of such Shares) deemed to be varied by:
(a) the creation, allotment or issue of further Shares of any Class ranking pari passu with them;
(b) the Switch of Shares of any Class into Shares of another Class; (whether or not the Classes
are in different Funds);
(c) The Conversion of Shares of any Class or Type into Shares of another Class or Type in the same Fund.
(d) the creation, allotment, issue or redemption of Shares of another Class within the same Fund, provided that the interests of that other Class in the Fund represent fairly the financial
contributions and benefits of Shareholders of that Class;
(e) the creation, allotment, issue or redemption of Shares of another Fund;
(f) the exercise by the directors of their powers to re-allocate assets, liabilities, expenses, costs or charges attributable to one Fund or to terminate a Fund; or
(g) the passing of any resolution at a meeting of another Fund which does not relate to the Fund in which the Class is interested.
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Transfer of Shares
1. All transfers of registered Shares must be effected by transfer in any usual or common form or in any other form as may be approved by the ACD. The transfer must be in writing unless the
ACD decides otherwise. The signature on the instrument of transfer may be affixed manually or electronically and may be an actual signature or a facsimile signature. The ACD need not
enquire as to the genuineness of any signature. The transferor shall remain the holder of the Shares concerned until such time as the name of the transferee is entered in the Register.
2. No instrument of transfer may be given in respect of more than one Class.
3. In the case of a transfer to joint holders, the number of joint holders to whom a Share is to be
transferred may not exceed four.
4. Unless the ACD in its discretion decides otherwise, no transfer may result in either the
transferor or the transferee holding fewer Shares of the Class concerned or Shares having a lesser aggregate value than any number or value as is stated in the Prospectus as the minimum
which may be held.
Number of Directors
Unless otherwise determined by the ACD the number of directors of the Company shall not at any time exceed one.
Removal of ACD
Where a resolution to do so is proposed by Shareholders, the Company may by ordinary resolution remove the ACD before the expiration of its period of office, notwithstanding anything in the Instrument of Incorporation or in any agreement between the Company and the ACD, but the removal will not take effect until the Financial Conduct Authority has approved it and a new ACD approved by the Financial Conduct Authority has been appointed.
Amendments and Priority
The Instrument of Incorporation may be amended by resolution of the ACD to the extent permitted by the COLL Sourcebook.
In the event of any conflict arising between any provision of the Instrument of Incorporation and the Regulations, the Regulations will prevail.
Indemnity
The Instrument of Incorporation contains provisions indemnifying the ACD, Auditor or Depositary against liability incurred in defending proceedings for negligence, default, breach of duty or breach of
trust, and indemnifying the Company’s Depositary against liability in certain circumstances otherwise
than in respect of failure to exercise due care and diligence.
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MEETINGS AND VOTING RIGHTS
General Meetings
All general meetings shall be called Extraordinary General Meetings. The Company will not convene annual general meetings.
Requisitions of Meetings
The ACD may requisition a general meeting of Shareholders at any time.
Shareholders may also requisition a general meeting. A requisition by Shareholders must state the
objects of the meeting, be dated, be signed by Shareholders who, at the date of the requisition, are registered as the holders of Shares representing not less than one-tenth in value of all Shares then in
issue and the requisition must be deposited at the head office of the Company. A general meeting must then be convened for a date no later than eight weeks after receipt of such requisition.
Notice and Quorum
Shareholders will receive at least 14 days' written notice of a Shareholders' meeting inclusive of the date on which the notice is served and the day of the meeting. The quorum for a meeting is two
Shareholders present in person or by proxy. The quorum for an adjourned meeting is one Shareholder present in person or by proxy.
Notices of meetings and adjourned meetings will be sent to Shareholders at their registered addresses.
Voting Rights
Generally, Shareholders are entitled to receive notice of a meeting and to vote at a meeting if they were
holders of Shares in the Company on the date seven days before the notice is sent out. This will not, however, include those who are known to the ACD not to be holders at the date of the meeting.
At a meeting of Shareholders, on a show of hands every Shareholder who (being an individual) is
present in person or (being a corporation) is present by its representative properly authorised in that regard is entitled to one vote.
On a poll vote, a Shareholder may vote either in person or by proxy. The voting rights attaching to each
Share in such a case are such proportion of the voting rights attached to all the Shares in issue as the price of the Share bears to the aggregate price(s) of all the Shares in issue at the date seven days
before the notice of meeting is sent out.
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An instrument appointing a proxy may be in any usual or common form, or any form approved by the ACD. The person appointed to act as a proxy need not be a Shareholder.
A Shareholder entitled to more than one vote need not, if they vote, use all their votes or cast all the
votes they use in the same way.
The ACD is entitled to attend any meeting but, except in relation to third party Shares, may not vote or be counted in the quorum for a meeting and any Shares it holds are treated as not being in issue for
the purposes of the meeting. An Associate of the ACD is entitled to attend any meeting of the Company and may be counted in the quorum, but may not vote except in relation to third party Shares. For these
purposes third party Shares are any Shares which the ACD or Associate holds on behalf of or jointly with a person who, if the registered Shareholder, would be entitled to vote and from whom the ACD or
Associate has received voting instructions.
Powers of a Shareholders' Meeting
The Company's Instrument of Incorporation and the COLL Sourcebook empower Shareholders in
general meeting to approve or require various steps (generally also subject to Financial Conduct Authority approval).
These matters include:
removal of the ACD
changes to some of the matters contained in the Instrument of Incorporation and this Prospectus
the amalgamation or reconstruction of the Company.
In accordance with the COLL Sourcebook, other provisions may be changed by the ACD without the
approval of Shareholders in a general meeting.
There are circumstances, however, in which the COLL Sourcebook or the Instrument of Incorporation
will require an extraordinary resolution which needs 75% of the votes cast at the meeting to be in favour if the resolution is to be passed, for example, fundamental changes to the investment objectives of a
Fund.
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AI Investment Funds ICVC Prospectus (16 March 2026) 132
Proceedings at General Meetings
A person nominated by the Depositary will preside as chairman at general meetings. If no such person is present or declines to take the chair, the Shareholders present may choose one of their number to
be chairman of the meeting.
The chairman of any quorate meeting may with the consent of the meeting adjourn the meeting from time to time (or without date) and from place to place, and if they are directed by the meeting to adjourn
they must do so. No business can be transacted at an adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.
Shareholders have rights under the COLL Sourcebook to demand a poll. In addition, a poll may be demanded by the chairman of the meeting or by the ACD on any resolution put to the vote of a general
meeting.
Unless a poll is required, a declaration by the chairman that a resolution has been carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book or computer record of
proceedings will be taken without proof, as conclusive evidence of that fact. If a poll is required, it will be taken in such manner (including the use of ballot papers or electronic or computer voting system) as
the chairman may direct.
The chairman of a general meeting may take any action they consider appropriate, for example, for the safety of people attending a general meeting, the proper and orderly conduct of the general meeting or
in order to reflect the wishes of the majority.
Corporations Acting by Representatives
Any corporation which is a Shareholder may by resolution of its directors or other governing body and in respect of any Share or Shares of which it is the holder authorise such individual as it thinks fit to act
as its representative at any general meeting of the Shareholders or of any Class or Fund meeting. The individual so authorised shall be entitled to exercise the same powers on behalf of such corporation as
the corporation could exercise in respect of such Share or Shares if it were an individual Shareholder and such corporation shall be deemed to be present in person if an individual so authorised is present.
A corporation which holds Shares as nominee may appoint more than one such representative, each
in respect of a specified number of Shares which the corporation holds, and each such representative shall be entitled to exercise the powers mentioned above only in respect of the Shares concerned.
Any corporation which is a director of the Company may by resolution of its directors or other governing
body authorise such individual as it thinks fit to act as its representative at any general meeting of the
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AI Investment Funds ICVC Prospectus (16 March 2026) 133
Shareholders, or of any Class or Fund meeting or any meeting of the directors. The person so
authorised shall be entitled to exercise the same powers at such meeting on behalf of such corporation as the corporation could exercise if it were an individual director and such corporation shall be deemed
to be present in person if an individual so authorised is present.
Class and Fund Meetings
The above provisions, unless the context otherwise requires, apply to Class meetings and meetings of Funds as they apply to general meetings of Shareholders but by reference to Shares of the Class or
Fund concerned and the Shareholders and prices of such Shares.
Variation of Class Rights
The rights attached to a Class or Fund may only be varied with the sanction of a resolution passed at a
meeting of Shareholders of that Class or Fund by a 75% majority of those votes validly cast for and
against such resolution.
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AI Investment Funds ICVC Prospectus (16 March 2026) 134
TAXATION
General and Disclaimer
The following is an outline of the ACD’s understanding of current UK taxation legislation and
practice that applies to the Company and investments in the Company held by UK resident investors. It does not apply to special categories of Shareholder such as dealers in securities
and life insurance companies. The basis of taxation and any applicable relief, and the rates of taxation, may change in the future. Please note that the tax treatment of investors depends on
their individual circumstances and may be subject to change in the future. Shareholders are therefore recommended to consult their professional advisers for specific advice in connection
with any decision to acquire, hold, switch, convert or dispose of Shares. Shareholders may be subject to taxation in a country other than the UK, for example because they reside or were
established in that other country.
Distributions
The Fund will make dividend distributions or accumulations except where over 60% of the Fund’s property has been invested throughout the distribution period in interest bearing or similar investments,
in which case it will make interest distributions or accumulations unless the ACD considers it more appropriate that dividend distributions or accumulations should be made in respect of that Distribution
Period. Details of which Funds pay interest distributions are set out in the section headed “Income and Distributions” above.
The Company
Each Fund of the Company will be treated as a separate entity for UK tax purposes. The Funds are
liable to corporation tax at a rate of 20% on their net income, excluding dividends received from UK companies and most non-UK companies, and any part of the dividend distributions from a UK collective
investment scheme that represents them. Allowable expenses of management and the gross amount of any interest distributions paid are deducted from the Fund’s income to arrive at its net income. Each
Fund may be entitled to offset some or all of any foreign tax suffered on its overseas income against its liability to corporation tax. Each Fund does not pay tax on any chargeable gains arising from the disposal of investments held by them, and are not normally taxable on capital profits, gains or losses arising in
respect of loan relationships or derivatives held by them.
Foreign Tax Income received from overseas companies may be subject to foreign withholding tax deductions. Where
possible, the Funds take advantage of Double Taxation Treaties to reduce the rates of withholding tax
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AI Investment Funds ICVC Prospectus (16 March 2026) 135
in the countries where they invest to the lower rates applicable under the respective Treaties, although it may not always be possible for the Funds to obtain the lower Treaty rate of withholding tax in all
markets. Accordingly, any such withholding tax incurred may reduce the returns to the Funds and investors.
Shareholders
Shareholders may potentially suffer tax both on any income they receive from their Shares and on any profit they realise on disposing of their Shares.
Income Equalisation
The price of a Share is based on the value of that Class’s proportionate interest in the relevant Fund
including its proportionate interest in the income of the Fund since the preceding distribution or, in the case of Accumulation Shares, deemed distribution. In the case of the first distribution received a part of
the amount, namely the equalisation payment, is a return of capital and is not taxable as income in the hands of the Shareholder. However, this amount must be deducted from the cost of the Share in computing any capital gains on disposals of Income Shares.
In the case of Accumulation Shares, no adjustment need be made to the cost of the Share for the
purposes of tax.
Equalisation does not apply to Shares already held at the beginning of the Distribution Period. It applies only to Shares purchased during the relevant Distribution Period.
Accumulation Shares
Shareholders holding Accumulation Shares will not receive income payments from their Shares. Any income is automatically accumulated and is reflected in the price of each Accumulation Share. No Entry
Charge is levied on this accumulation. This does not affect the income tax treatment of the accumulated income which will be taxed in the hands of the Shareholder as a distribution, in the same way as a
normal distribution on an Income Share (for further information see the sections below). Tax vouchers for Accumulation Shares will be issued in respect of income earned and accumulated. Any income
arising will be treated as an additional base cost in calculating the profit arising on the disposal of the Accumulation Shares for capital gains tax purposes.
ISA (Individual Savings Account) Shareholders
It is possible to invest in certain Classes of Shares of the Company via an ISA. There are limits as to
the amount that can be invested into an ISA in a tax year.
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AI Investment Funds ICVC Prospectus (16 March 2026) 136
Distributions A distribution from Shares held via an ISA is not taxable. For the purposes of this Taxation section of
the Prospectus, any reference to dividend or interest distributions will include accumulated income on Accumulation Shares.
Profits on disposal of Shares Any profits arising from the disposal of Shares held via an ISA are not taxable.
Other UK Resident Individual Shareholders
The following allowances are in effect at the date of the prospectus:
(a) personal savings allowance of £1,000 for basic rate taxpayers and £500 for higher rate taxpayers. No personal saving allowance is available for additional rate taxpayers. (b) an annual dividend allowance is available to exempt the first £500 of dividends received by
individuals in the 2024/2025 and thereafter.
Profits on disposal of Shares Profits arising on the disposal of Shares held in the Company are subject to capital gains tax. Part of
any increase in value of Accumulation Shares is accumulated income. This may be added to the acquisition cost when calculating the capital gain.
However, if the total gains realised from all sources by an individual Shareholder in a tax year, after
deducting allowable losses, are less than the annual exemption, there is no capital gains tax to pay. Capital gains tax should not be payable if Shares in a Fund are Converted/Switched for Shares of a
similar Type or Class within the same Fund which will be treated as if they were acquired at the same time and in the same way as the original Shares for capital gains tax purposes.
HM Revenue & Customs have confirmed that a Switch/Conversion between a hedged and an unhedged
share class (or vice versa) in the same fund would be treated as a disposal for UK capital gains tax.
A liability to capital gains Tax may arise when an investor disposes of Shares or exchanges Shares in
one Fund for Shares in another Fund. Conversions/Switches between a different Type or Class (i.e. income to accumulation or vice versa) of Shares within the same Fund may give rise to a disposal for
capital gains tax purposes. The profit arising on such a disposal or exchange will be calculated by reference to the market value of the relevant Shares at the date of the exchange or disposal.
UK Resident Corporate Shareholders
Corporate Shareholders subject to UK corporation tax must treat their holding in a Fund that pays
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AI Investment Funds ICVC Prospectus (16 March 2026) 137
interest distributions as a creditor loan relationship, including the gross amount of any distributions, subject to a fair value basis of accounting.
Corporate Shareholders who receive dividend distributions may have to divide them into two (in which case the division will be on the tax voucher). The basic rule is that income that is not subject to
corporation tax in the Fund (such as portfolio dividend income) will be treated as dividend distributions and no corporation tax will be due on it. Any part representing income subject to corporation tax in the
Fund (such as interest income) will be treated as an annual payment after deduction of income tax at the basic rate, and Corporate Shareholders may, depending on their circumstances, be liable to
corporation tax on this part of the distribution or to reclaim some or all of this part of the distribution (as indicated on their tax voucher).
In the event that a Fund holds greater than 60% of its total investments in interest paying and economically equivalent assets at any time during a Corporate Shareholder’s accounting period, then
the Corporate Shareholder must treat their holding as a creditor loan relationship and bring the holding, including distributions, into account for corporation tax purposes on a fair value basis.
Non-UK resident Corporate Shareholders will have no UK tax liability on dividend or interest
distributions.
Profits on disposal of Shares
(a) Any profit arising on the disposal of Shares of a Fund that makes interest distributions is subject to corporation tax under the rules for the taxation of loan relationships, and reflects any amounts
already recognised under these rules.
(b) Any profit arising on the disposal of Shares of a Fund that pays dividends is subject to corporation tax on chargeable gains, unless the Fund held more than 60% of its total
investments in interest paying and economically equivalent assets at any time during a Corporate Shareholder’s accounting period. Any profit arising on disposal of shares in the Fund
will be assessable to corporation tax under the loan relationship rules.
As with individual UK resident Shareholders, a tax charge can also arise if Shares are exchanged for
Shares in a different Fund.
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AI Investment Funds ICVC Prospectus (16 March 2026) 138
WINDING UP OF THE COMPANY AND TERMINATION OF FUNDS
The Company may be wound up under the COLL Sourcebook or as an unregistered company under Part V of the Insolvency Act 1986. A Fund may only be terminated under the COLL Sourcebook if the
Fund is solvent and the steps required under Regulation 21 of the OEIC Regulations are complied with, or the Fund is to be wound up under Part V of the Insolvency Act 1986 (as modified by Regulation 33C
of the OEIC Regulations) as an unregistered company.
Winding up under the COLL Sourcebook may only be commenced following approval by the Financial Conduct Authority. The Financial Conduct Authority may only give such approval if the ACD provides a
statement (following a full enquiry into the affairs of the Company, or in the case of the termination of a Fund, the Fund’s affairs, business and property) either that the Company or the Fund will be able to
meet its liabilities (including contingent and prospective) within 12 months of the date of the statement or that the Company or the Fund will be unable to do so. The Company may not be wound up or a Fund terminated under the COLL Sourcebook if there is a vacancy in the position of the ACD at the relevant
time.
Subject to the above, the Company or a Fund will be wound up or terminated under the COLL Sourcebook:
1. If an extraordinary resolution of the Company or the Fund (as the case may be) to that effect is
passed by Shareholders; or
2. If the share capital of the Company is below its prescribed minimum or (in relation to any Fund)
the Net Asset Value of the Fund is less than £1,000,000, or if a change in the laws or regulations of any country means that, in the ACD’s opinion, it is desirable to wind up the Company or to
terminate the Fund; or
3. If the Financial Conduct Authority agrees to a request by the ACD for the revocation of the
authorisation order or to update its records in respect of the Company or the relevant Fund.
Following the occurrence of any of the above:
1. COLL 6.2 (Dealing), COLL 6.3 (Valuation and Pricing) and COLL 5 (Investment and Borrowing Powers) will cease to apply to the Company or the particular Fund;
2. The Company will cease to issue and cancel Shares in the Company or the particular Fund;
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AI Investment Funds ICVC Prospectus (16 March 2026) 139
3. The ACD will cease to sell or redeem Shares or arrange for the Company to issue or cancel them for the Company or the particular Fund;
4. No transfer of a Share will be registered and no other change to the Register will be made
without the sanction of the ACD;
5. Where the Company is being wound-up, the Company will cease to carry on its business except in so far as it is beneficial for the winding up of the Company; and
6. The corporate status and powers of the Company and, subject to the provisions of 1 to 5 above,
the powers of the ACD shall remain until the Company is dissolved.
Winding up under the COLL Sourcebook is carried out by the ACD. The ACD shall, as soon as practicable after the Company or the Fund falls to be wound up or terminated, realise the assets and
meet the liabilities of the Company or the Fund (as the case may be) and, after paying or making adequate provisions for the costs of winding up and for all liabilities properly payable, may arrange for
the Depositary to make one or more interim distributions out of the remaining funds (if any) to Shareholders in proportion to their rights to participate in the Scheme Property of the Company or the
Fund. In the case of the Company, the ACD will also publish notice of the commencement of the winding up of the Company in the London Gazette.
The ACD will, as soon as practicable, after the Company or the Fund commences being wound up or
terminated, give written notice of the commencement of the winding up or termination to Shareholders if the ACD has not previously notified them.
When the ACD has caused all the Scheme Property to be realised and all of the liabilities of the
Company or the particular Fund known to the ACD to be realised, the ACD will arrange for the Depositary to make a final distribution to Shareholders on or prior to the date on which the final account is sent to Shareholders of any balance remaining (net of a provision for any future expenses of the
Company or Fund) in proportion to their holdings in the Company or the particular Fund.
Where any sum of money (including unclaimed distributions) stands to the account of a Fund at the date of its termination, the ACD will assess whether such amount is material. If deemed to be material,
it will be apportioned and paid to Shareholders in proportion to their rights to participate in the Scheme
Property of the Fund at the closure date. If not deemed to be material, it will be donated to a charity selected by the ACD (but on the basis that the ACD will retain appropriate records and will pay a sum equal to a Shareholder’s share of the balance so paid away to charity in the event of any future claim
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AI Investment Funds ICVC Prospectus (16 March 2026) 140
made by that Shareholder). Materiality in this context will be considered with the Depositary relative to
the costs of distribution.
On completion of a winding up of the Company, the Company will be dissolved. As soon as reasonably practicable after the completion of the winding up of the Company, the ACD shall notify the Financial
Conduct Authority that the winding-up has been completed, or request that the Financial Conduct Authority update its records on the termination of a Fund.
Following the completion of a winding up of the Company or termination of a Fund, the ACD must
prepare a final account showing how the winding up was conducted and how the Scheme Property was distributed. The Auditors shall make a report in respect of the final account stating their opinion as to
whether the final account has been properly prepared. Within four months of the end of the final accounting period this final account and the Auditors’ report must be sent to the Financial Conduct
Authority, to each affected Shareholder (or the first named in the case of joint holders) and, in the case of the winding up of the Company, to the Registrar of Companies.
Any liabilities attributable or allocated to a particular Fund under the COLL Sourcebook shall be met out
of the Scheme Property attributable or allocated to that particular Fund.
Except to the extent that the ACD can show that it has complied with its obligations under the COLL Sourcebook to ascertain liabilities of the Company or Fund, the ACD will meet the liability of the
Company or a particular Fund, wound up or terminated under this section, that was not discharged before the completion of the winding up or termination.
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AI Investment Funds ICVC Prospectus (16 March 2026) 141
GENERAL INFORMATION
Annual and Half-Yearly Reports
Annual reports of the Company will be published within four months of the end of each annual accounting period and half-yearly reports will be published within two months of the end of each interim half-yearly accounting period. These are available at www.avivainvestors.com or on request from the ACD.
Documents of the Company
The following documents may be inspected free of charge between 9.00am and 5.00pm on every Business Day at the offices of the ACD at 80 Fenchurch Street, London, EC3M 4AE.
1. the most recent annual and half-yearly reports of the Company;
2. the most recent Prospectus of the Company;
3. the Instrument of Incorporation (and any amending Instrument of Incorporation);
4. the material contracts referred to below; and
5. information relating to the Company’s risk management policy, quantitative limits and methods
used and recent developments.
Copies of the above documents may be obtained from the above address and those set out at 1 and 2, above, are available at www.avivainvestors.com . The ACD may make a charge at its discretion for
copies of documents (other than those set out at 1 and 2 above).
Material Contracts
The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Company and are, or may be, material:
1. the ACD Agreement referred to in the section entitled “Authorised Corporate Director” above;
and
2. the Depositary Agreement referred to in the section entitled “The Depositary” above.
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AI Investment Funds ICVC Prospectus (16 March 2026) 142
Property
There is no intention for the Company to have an interest in any immovable property or tangible
moveable property.
Complaints
Complaints may be referred to the ACD by writing to Aviva Investors Administration Office PO Box 10410 Chelmsford CM99 2AY.
If you're not happy with our response to your complaint:
If you feel we've not considered all of your issues or you can provide further information, please let us
know and we'll be happy to review it. But if you're unhappy with the outcome you can ask the Financial Ombudsman Service to carry out an independent review of your complaint. In any event, you have the
right to ask them to review your complaint if we've been unable to resolve it within 8 weeks.
If you are unsure whether the Financial Ombudsman Service will consider your complaint, please contact them directly for advice. The service they provide is free and impartial and contacting them at
any stage of your complaint will not affect your legal rights.
The contact details are:
Financial Ombudsman Service Exchange Tower
London E14 9SR
Their phone numbers are 0300 123 9123 (charged at a national rate) or 0800 023 4567 (free from UK
landlines and mobiles). Lines are open from Monday to Friday - 8am to 8pm, Saturday - 9am to 1pm.
Alternatively, you can file a complaint on their website help.financial-ombudsman.org.uk/help or
browse their site for advice and information www.financial-ombudsman.org.uk.
Making a complaint will not prejudice a Shareholder’s right to take legal proceedings.
Further information regarding any compensation scheme or any other investor compensation scheme of which the ACD or any Fund is a member (including, if relevant, membership through a branch) or
any alternative arrangement provided, are also available on request.
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AI Investment Funds ICVC Prospectus (16 March 2026) 143
Further details may be obtained from the Compliance Officer of the ACD at the address for Aviva
Investors Administration Office set out above.
Telephone Recording
The ACD may record telephone calls for training and monitoring purposes and to confirm investors’
instructions. Recordings will be provided on request for a period of at least five years from the date of such recording, or, where requested by a competent regulatory authority, for a period of seven years, where we can identify the call coming from the relevant investor. If the ACD is requested to provide a
recording of a particular call, the ACD may ask for further information to help it identify the exact call to
which the request relates.
Client Money
All money received from the Shareholder or due to be paid to the Shareholder will be held in bank accounts domiciled in the UK. When the money is held outside the delivery versus payment window (defined in “Dealing in Shares” above) it will be held in a client money bank account and segregated
from the ACD’s own money as required by the FCA’s Client Asset (CASS) Rules.
Money held in client money bank accounts will not accrue interest. No interest will be paid to the Shareholder, and none will be retained by the ACD.
The ACD will send an annual client money statement to the Shareholder if it holds any client money for
that Shareholder on the statement date.
Unclaimed Money
Where Unclaimed Money cannot be returned to the relevant Shareholder for a period of at least six years, despite the ACD’s attempts to contact them, the FCA’s Client Asset (CASS) Rules permit the
ACD to pay the Unclaimed Money to charity. The payment of Unclaimed Money to charity does not prevent a Shareholder from claiming the money in the future, and the ACD will honour all valid claims
from Shareholders whether or not the Unclaimed Money has been paid to charity.
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AI Investment Funds ICVC Prospectus (16 March 2026) 144
Restrictions on investment and holding of Aviva Plc shares and other Aviva securities
The ACD has determined with effect from 17 February 2020 to restrict the Company’s Funds that are
actively managed from being permitted to directly or indirectly invest in or hold Aviva Plc shares and other securities issued by Aviva Plc such as bonds, commercial paper and derivatives of these securities (collectively ‘Aviva Securities’). The prohibition on indirect exposure to Aviva Securities shall
not include:
indirect exposure to a financial index, for example through an index future, where Aviva is a constituent of the financial index and,
investment in other funds managed by third parties, where the underlying funds may have exposure to Aviva Securities.
For further details on the Funds which are impacted refer to Appendix 3 Investment and Borrowing Powers and Restrictions.
Firm-level stewardship and ESG integration approach
The Investment Manager endeavours to comply with the requirements of the UK Stewardship Code.
Stewardship is the responsible allocation, management and oversight of capital to create long-term sustainable value for clients and beneficiaries. Environmental and social factors, in addition to
governance, can be material issues for fund managers to consider when making investment decisions and undertaking stewardship. We therefore seek to integrate financially material ESG insights into the
investment process to allow for better risk management, the identification of investment opportunities and to support the delivery of long-term risk-adjusted returns. These considerations are not binding on
the investment manager's decision beyond any specific criteria in the relevant mandate or in this prospectus. ESG insights also inform our stewardship activities, including considering the potential or
actual material risk that sustainability issues may have on an investment.
For more information on how the Investment Manager carries out this activity and meets the requirements of the UK Stewardship Code, as well as details about Aviva Investors’ firmwide policies,
please see www.avivainvestors.com/en-gb/about/responsible-investment/policies-and-documents . These disclosures are consistent with Aviva Investors’ obligations under the FCA Rules as set out in COBS 2.2B to disclose our approach to engagement and voting.
Index Disclaimers
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AI Investment Funds ICVC Prospectus (16 March 2026) 145
Where a Fund refers to an index in its investment objective and or policy, the index provider does not
approve, sponsor, advise, review, recommend, endorse, produce or promote the Fund, and in particular for the following index providers, please note the following:
Index provider Disclaimer
FTSE International
Limited
The Sub-Funds have been developed solely by Aviva Investors UK Fund Services Limited. The Sub-Funds are not in any way connected to or sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). FTSE International is a trading name of certain of the LSE Group companies. All rights in FTSE International vest in the relevant LSE Group company which owns the Index. “FTSE®”, “FTSE International ®”, “Russell®”, “FTSE Russell®”, are a trade mark(s) of the relevant LSE Group company and is/are used by any other LSE Group company under license. The Index is calculated by or on behalf of FTSE International Limited or its affiliate, agent or partner. The LSE Group does not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Index or (b) investment in or operation of the Sub-Funds. The LSE Group makes no claim, prediction,
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"page_number": 6,
"text": "In this Prospectus the words and expressions set out in the first column below shall have the meanings"
},
{
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},
"id": "844976ce-e8ad-4721-bced-9d7052521d93",
"page_number": 6,
"text": "set opposite them unless the context requires otherwise. Words and expressions contained in this"
},
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...