open/document-extraction
View Schema
This view of the annotation often reflects the precision of the extraction model or annotator, as well as the complexity of the document.
1
Aviva Investors Liquidity Funds plc
(An umbrella type open - ended investment company with variable capital and with segregated liability between sub - funds)
A company incorporated with limited liability as an investment company with variable capital under the laws of Ireland with registered number 356697
GERMAN CONSOLIDATED PROSPECTUS
This P rospectus is dated 2 9 July 2026
The Directors of Aviva Investors Liquidity Funds plc whose names appear in Part 2 accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
A&L Goodbody LLP , 25 N North Wall Quay, Dublin 1 D01 H104 Ireland
PLEASE NOTE THAT THIS PROSPECTUS CONTAINS INFORMATION RELATING TO THE FUNDS AUTHORISED FOR DISTRIBUTION IN GERMANY AND IS FOR DISTRIBUTION IN GERMANY ONLY.
Page 2
2
Aviva Investors Liquidity Funds plc
(the “Fund”)
__________________________________________ The value of and income from Shares in the Fund may go up or down and you may not get back the amount you have invested in the Fund. Please see the risk factors described under the heading “Risk Factors” below.
The difference at any one time between the sale and redemption price of Shares means that the investment should be viewed as medium to long term.
If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.
Retail investors must subscribe for or redeem Shares through an independent financial adviser or other intermediary. However, this should not result in such investors paying more fees than otherwise would have been paid for a direct investment.
Certain of the Short Term Money Market Sub - Funds have availed of the derogation provided for under Regulation 17 (7) of the Money Market Fund Regulation and may, in accordance with the principle risk - spreading, up to 100% of its assets in different money m arket instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the International Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
Subject to disclosures set out in this Prospectus, each of the LVNAV Liquidity Funds are considered by the Directors to meet the criteria for a “qualifying money market fund”, under article 1(4) of Commission Delegated Directive (EU) 2017/593 of 7 April 20 16 ( QMMF ). Investors should make their own independent determination as to whether an MMF meets the QMMF criteria before investing.
The Fund is an umbrella open - ended investment company with segregated liability between sub - funds and with variable capital incorporated on 10 May, 2002 and is authorised in Ireland as an undertaking for collective investment in transferable securities pur suant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 as amended. Accordingly, the Fund is supervised by the Central Bank of Ireland. This, however, does not constitute a warranty by the Central Bank as to the performance of the Fund and the Central Bank shall not be responsible for the performance or default of the Fund. Authorisation of the Fund is not an endorsement or guarantee of the Fund by the Central Bank nor is the Central Bank responsible for the contents of the Prospectus.
The F Fund h has segregated liability between its Sub - Funds and accordingly any liability incurred on behalf of or attributable to any Sub - Fund shall be discharged solely out of the assets of that
Page 3
3
Sub - Fund.
The F Fund i is authorised as a recognised scheme for the purposes of Section 264 of the Financial Services and Markets Act 2000.
Shareholders in the United Kingdom shall have no right (under the United Kingdom Financial Services Authority’s New Conduct of Business sourcebook, Chapter 15) to cancel the investment agreement constituted by the acceptance by or on behalf of the Fund of an application for Shares. In addition, most if not all of the protections provided under the United Kingdom regulatory system will not apply to investment in the Fund. The rights of Shareholders may not be protected by the investors compensation scheme in the United Kingdom.
Distribution of this Prospectus is not authorised in any jurisdiction unless accompanied by a copy of the then latest published annual report and unaudited accounts. Such reports and this Prospectus together form the prospectus for the issue of Shares in the Fund.
This Prospectus may not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised. In particular, the Shares have not been and will not be registered under the Securities Act of 1933 or the securities laws of the United States. The Shares may not be offered or sold directly or indirectly in the United States or to or for the account or benefit of any U.S. Person or in a transaction not subject to the regulatory requirements of, the Securities Act of 1933 and any applicable state securities laws. Any re - offer or resale of Shares in the United States or to U.S. Persons may constitute a vio lation of U.S. law. The Fund has not been and will not be registered under the Investment Company Act of 1940 and investors will not be entitled to the benefit of registration.
The Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful. The Shares are subject to restrictions on transferability and resale and may not be transferred or resold in the United States except as permitted under t the Securities Act of 1933 and applicable state securities laws, pursuant to registration or exemption therefrom. In order to ensure compliance with the restrictions referred to above, the Fund is, accordingly, not open for investment by any U.S. Persons or ERISA Plans (pursuant to the Employee Retirement Income Security Act of 1974, as amended) except in exceptional circumstances and then only with the prior consent of the Fund. A prospective investor may be required at the time of acquiring Shares to represent that such investor is a qualified investor and not a U.S. Person or acquiring Shares for the account or benefit, directly or indirectly, of a U.S. Person or with the assets of an ERISA Plan. The granting of prior consent by the Fund to an investment does not confer on the investor a right to acquire Shares in respect of any future or subse quent application.
The Articles of Association of the Fund give powers to the Directors to impose restrictions on the holding of Shares by (and consequently to redeem Shares held by), or the transfer of Shares to, any U.S. Persons (unless permitted under certain exceptions u nder the laws of the United States) or by any person who appears to be in breach of any law or requirement of any country or government authority or by virtue of which such person is not qualified to hold such Shares
Page 4
4
or by any person or persons in circumstances (whether directly or indirectly affecting such person or persons, and whether taken alone or in conjunction with any other person or persons, connected or not, or any other circumstances appearing to the Directo rs to be relevant) which, in the opinion of the Directors, might result in the Fund incurring any liability to taxation or suffering any other pecuniary legal or administrative disadvantages or being in breach of any law or regulation which the Fund might not otherwise have incurred, suffered or breached. Where Taxable Irish Persons acquire and hold Shares, the Fund shall, where necessary for the collection of Irish tax, redeem and cancel Shares held by a person who is or is deemed to be or is acting on b ehalf of a Taxable Irish Person on the occurrence of a chargeable event for Irish taxation purposes and pay the proceeds thereof to the Irish Revenue Commissioners.
This Prospectus may be translated into other languages. Any such translation shall only contain the same information and have the same meanings as this English language document. To the extent that there is any inconsistency between this English language document and the document in another language, this English language document shall prevail except to the extent (but only to the extent) required by the laws of any jurisdiction where the Shares are sold so that in an action based upon disclosure in a doc ument of a language other than English, the language of the document on which such action is based shall prevail.
Potential subscribers and purchasers of Shares should inform themselves as to (a) the possible tax consequences, (b) the legal requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which they might encounter under the laws of the countries of their incorporation, citizenship, residence or domicile and which might be relevant to the subscription, purchase, holding or disposal of Shares.
Any information given, or representations made, by any dealer, salesman or other person which are not contained in this Prospectus or in any reports and accounts of the Fund forming part hereof must be regarded as unauthorised and accordingly must not be r elied upon. Neither the delivery of this Prospectus nor the offer, issue or sale of Shares shall under any circumstances constitute a representation that the information contained in this Prospectus is correct as of any time subsequent to the date of this Prospectus. This Prospectus may from time to time be updated and intending subscribers should enquire of the Manager, the Investment Manager or the Administrator as to the issue of any later Prospectus or as to the issue of any reports an d accounts of the Fund.
All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of the provisions of the Memorandum and Articles of Association of the Fund, copies of which are available as mentioned herein.
This Prospectus shall be governed by and construed in accordance with Irish Law.
Defined terms used in this Prospectus shall have the meanings attributed to them in the Definitions section below.
Page 5
5
___________________________________________________________________________
TABLE OF CONTENTS
___________________________________________________________________________ Page
DIRECTORY ................................ ................................ ................................ ................................ ...................... 10
INTRODUCTION ................................ ................................ ................................ ................................ .............. 12
PART 1 ................................ ................................ ................................ ................................ ................................ 13
AVIVA INVESTORS STERLING LIQUIDITY FUND ................................ ................................ ................. 13 Investment Objective and Policies ................................ ................................ ................................ ................... 13 Investment Restrictions ................................ ................................ ................................ ................................ .... 14
Borrowing Limits ................................ ................................ ................................ ................................ ............. 14
Efficient Portfolio Management ................................ ................................ ................................ ...................... 14
Sustainability Disclosures ................................ ................................ ................................ ................................ 15 Rating Award ................................ ................................ ................................ ................................ ................... 16
Liquidity Management Procedures ................................ ................................ ................................ .................. 16
Profile of Typical Investor ................................ ................................ ................................ ............................... 16
Risk Factors ................................ ................................ ................................ ................................ ..................... 17 Dividend Policy ................................ ................................ ................................ ................................ ............... 17 Key Information For Purchasing and Redeeming ................................ ................................ ............................ 18
Fees and Expenses ................................ ................................ ................................ ................................ ........... 21
AVIVA INVESTORS STERLING LIQUIDITY PLUS FUND ................................ ................................ ...... 23
Investment Objective and Policies ................................ ................................ ................................ ................... 23 Investment Restrictions ................................ ................................ ................................ ................................ .... 23 Borrowing Limits ................................ ................................ ................................ ................................ ............. 24
Efficient Portfolio Management ................................ ................................ ................................ ...................... 24
Risk Management Process ................................ ................................ ................................ ............................... 24
Sustainability Disclosures ................................ ................................ ................................ ................................ 25 Rating Award ................................ ................................ ................................ ................................ ................... 25 Profile of Typical Investor ................................ ................................ ................................ ............................... 26
Risk Factors ................................ ................................ ................................ ................................ ..................... 26
Dividend Policy for all Share Classes ................................ ................................ ................................ .............. 26 Key Information for Purchasing and Redeeming ................................ ................................ ............................ 26 Fees and Expenses ................................ ................................ ................................ ................................ ........... 28
AVIVA INVESTORS EURO LIQUIDITY FUND ................................ ................................ .......................... 31
Investment Objective and Policies ................................ ................................ ................................ ................... 31
Investment Restrictions ................................ ................................ ................................ ................................ .... 32
Page 6
6
Borrowing Limits ................................ ................................ ................................ ................................ ............. 32
Efficient Portfolio Management ................................ ................................ ................................ ...................... 32 Sustainability Disclosures ................................ ................................ ................................ ................................ 32 Rating Award ................................ ................................ ................................ ................................ ................... 33
Profile of Typical Investor ................................ ................................ ................................ ............................... 33
Risk Factors ................................ ................................ ................................ ................................ ..................... 33
Dividend Policy ................................ ................................ ................................ ................................ ............... 34 Key Information For Purchasing and Redeeming ................................ ................................ ............................ 34 Fees and Expenses ................................ ................................ ................................ ................................ ........... 37
AVIVA INVESTORS STERLING GOVERNMENT LIQUIDITY FUND ................................ ................... 40
Investment Objective and Policies ................................ ................................ ................................ ................... 40
Investment Restrictions ................................ ................................ ................................ ................................ .... 41 Borrowing Limits ................................ ................................ ................................ ................................ ............. 41 Efficient Portfolio Management ................................ ................................ ................................ ...................... 41
Sustainability Disclosure ................................ ................................ ................................ ................................ . 42
Rating Award ................................ ................................ ................................ ................................ ................... 42 Profile of Typical Investor ................................ ................................ ................................ ............................... 43 Liquidity Management Procedures ................................ ................................ ................................ .................. 43 Risk Factors ................................ ................................ ................................ ................................ ..................... 43
Dividend Policy ................................ ................................ ................................ ................................ ............... 43
Key Information For Purchasing and Redeeming ................................ ................................ ............................ 44 Fees and Expenses ................................ ................................ ................................ ................................ ........... 46
AVIVA INVESTORS US DOLLAR LIQUIDITY FUND ................................ ................................ .............. 49 Investment Objective and Policies ................................ ................................ ................................ ................... 49
Investment Restrictions ................................ ................................ ................................ ................................ .... 50
Borrowing Limits ................................ ................................ ................................ ................................ ............. 50 Efficient Portfolio Management ................................ ................................ ................................ ...................... 50 Sustainability Disclosures ................................ ................................ ................................ ................................ 51 Rating Award ................................ ................................ ................................ ................................ ................... 52
Liquidity Management Procedures ................................ ................................ ................................ .................. 52
Profile of Typical Investor ................................ ................................ ................................ ............................... 52 Risk Factors ................................ ................................ ................................ ................................ ..................... 52 Dividend Policy ................................ ................................ ................................ ................................ ............... 52
Key Information For Purchasing and Redeeming ................................ ................................ ............................ 53
Fees and Expenses ................................ ................................ ................................ ................................ ........... 56
AVIVA INVESTORS STERLING STANDARD LIQUIDITY FUND ................................ .......................... 59 Investment Objective and Policies ................................ ................................ ................................ ................... 59 Investment Restrictions ................................ ................................ ................................ ................................ .... 60
Borrowing Limits ................................ ................................ ................................ ................................ ............. 60
Page 7
7
Efficient Portfolio Management ................................ ................................ ................................ ...................... 60
Risk Management Process ................................ ................................ ................................ ............................... 61 Sustainability Disclosures ................................ ................................ ................................ ................................ 61 Rating Award ................................ ................................ ................................ ................................ ................... 62
Profile of Typical Investor ................................ ................................ ................................ ............................... 62
Risk Factors ................................ ................................ ................................ ................................ ..................... 62
Dividend Policy ................................ ................................ ................................ ................................ ............... 62 Key Information For Purchasing and Redeeming ................................ ................................ ............................ 63 Fees and Expenses ................................ ................................ ................................ ................................ ........... 65
PART 2 ................................ ................................ ................................ ................................ ................................ 68
MANAGEMENT OF THE FUND ................................ ................................ ................................ .................... 68
Directors of the Fund ................................ ................................ ................................ ................................ ....... 68
The Manager ................................ ................................ ................................ ................................ .................... 70 Investment Manager and Distributor ................................ ................................ ................................ ............... 74
Depositary ................................ ................................ ................................ ................................ ........................ 75
Administrator ................................ ................................ ................................ ................................ ................... 77
Investment Objective and Policies ................................ ................................ ................................ ................... 77 Efficient Portfolio Management ................................ ................................ ................................ ...................... 78 Operational Costs/Fees ................................ ................................ ................................ ................................ .... 79
Collateral Policy – – Non Money Market Funds ................................ ................................ ................................ 81
Borrowing and Lending Powers ................................ ................................ ................................ ...................... 85
Dividend Policy ................................ ................................ ................................ ................................ ............... 85 Liquidity Management Procedures – LVNAV Sub - Funds ................................ ................................ .............. 86
TOKEN CLASSES ................................ ................................ ................................ ................................ ............. 90
RISK FACTORS ................................ ................................ ................................ ................................ ................ 94
SHARE DEALINGS ................................ ................................ ................................ ................................ ......... 102
Purchases of Shares ................................ ................................ ................................ ................................ ....... 102
Issue Price ................................ ................................ ................................ ................................ ...................... 103 Payment for Shares ................................ ................................ ................................ ................................ ........ 103 In Specie Issues ................................ ................................ ................................ ................................ .............. 103
Anti - Money Laundering Provisions ................................ ................................ ................................ .............. 104
FATCA ................................ ................................ ................................ ................................ .......................... 104
Limitations on Purchases ................................ ................................ ................................ ............................... 105
REDEMPTION OF SHARES ................................ ................................ ................................ ......................... 105 Redemptions of Shares ................................ ................................ ................................ ................................ .. 105
Redemption Price ................................ ................................ ................................ ................................ ........... 106
Payment of Redemption Proceeds ................................ ................................ ................................ ................. 107
Limitations on Redemptions ................................ ................................ ................................ .......................... 107
Page 8
8
Mandatory Redemptions ................................................................................................................................ 108
Exchange of Shares ........................................................................................................................................ 108 Limitations on Exchange ............................................................................................................................... 110 Calculation of Net Asset Value/Valuation of Assets ..................................................................................... 110
Suspension of Calculation of Net Asset Value .............................................................................................. 114
Form of Shares and Transfer of Shares .......................................................................................................... 115
Notification of Prices ..................................................................................................................................... 116
CHARGES AND EXPENSES ......................................................................................................................... 117 Portfolio Transactions and Conflicts of Interest ............................................................................................ 118
Soft Commissions .......................................................................................................................................... 119
TAXATION ....................................................................................................................................................... 122
General ........................................................................................................................................................... 122
Irish Taxation ................................................................................................................................................. 122 Other Jurisdictions ......................................................................................................................................... 126
Information for UK Shareholders .................................................................................................................. 127
GENERAL INFORMATION .......................................................................................................................... 131
Reports and Accounts .................................................................................................................................... 131
Incorporation and Share Capital .................................................................................................................... 131 Memorandum and Articles of Association .................................................................................................... 132 Data Protection Notice ................................................................................................................................... 137
Litigation and Arbitration .............................................................................................................................. 138
Directors’ Interests ......................................................................................................................................... 138 Material Contracts ......................................................................................................................................... 139 Miscellaneous ................................................................................................................................................ 141
Documents for Inspection .............................................................................................................................. 141
Facilities in the United Kingdom ................................................................................................................... 142
AVIVA INVESTORS’ RESPONSIBLE INVESTMENT PHILOSOPHY .................................................. 143
APPENDIX I ..................................................................................................................................................... 151
APPENDIX II ................................................................................................................................................... 163
APPENDIX III .................................................................................................................................................. 165
APPENDIX IV .................................................................................................................................................. 179
APPENDIX V .................................................................................................................................................... 183
APPENDIX VI .................................................................................................................................................. 189
ADDITIONAL I NFORMATION FOR INVESTORS I N THE F EDERAL REPUBLIC OF GERMANY.. 2 2 7
Page 9
9
Page 10
10
___________________________________________________________________________
DIRECTORY
___________________________________________________________________________
Av iva Investors Liquidity Funds pl c. 25 N North Wall Quay Dublin 1 D01 H104 Ireland
DIRECTORS
Denise Kinsella Deirdre Gormley Anthony Callcott Martin Bell
MANAGER
Aviva Investors Luxembourg S.A. 2, rue du Fort Bourbon L - 1249 Luxembourg
INVESTMENT MANAGER
Aviva Investors Global Services Limited 80 Fenchurch Street London EC3 M 4AE United Kingdom
DEPOSITARY
The Bank of New York Mellon SA/NV, Dublin b b ranch Riverside Two Sir John Rogerson’s Quay Dublin 2 D02 KV60 Ireland
Page 11
11
ADMINISTRATOR
BNY Mellon Fund Services (Ireland) Designated Activity Company One Dockland Central Guild Street IFSC Dublin 1 Irelan d
DISTRIBUTOR
Aviva Investors Global Services Limited 80 Fenchurch Street London EC3M 4AE United Kingdom
AUDITORS Ernst & Young Harcourt Centr e Harcourt Street Dublin 2 D02 YA40 Ireland IRISH LEGAL ADVISERS TO THE FUND
A&L Goodbody LLP 25 N North Wall Quay Dublin 1 D01 H104 Ireland
SECRETARY
Goodbody Secretarial Limited 25 N North Wall Quay Dublin 1 D01 H104 Ireland
Page 12
12
___________________________________________________________________________
INTRODUCTION
___________________________________________________________________________ The Fund is structured as an open - ended umbrella investment company in that Shares representing interests in different Sub - Funds may be issued from time to time by the Directors. Shares of more than one class may be issued in relation to a Sub - Fund. All Shares of each class will rank p pari passu save as otherwise provided for in the relevant section of Part 1 for the relevant Sub - Fund. On the introduction of any new Sub - Fund (for which the prior approval of the Central Bank is required) or any new class of Shares (which must be issued in accordance with the requirements of th e Central Bank), the Fund will prepare and the Directors will issue a supplement setting out the relevant details of each such Sub - Fund or new class of Shares. A separate portfolio of assets will be maintained for each Sub - Fund (and accordingly not for ea ch class of Shares) and will be invested in accordance with the investment objective and policies applicable to such Sub - Fund.
Particulars relating to the Sub - Funds of the Fund and the classes of Shares available therein are set out herein in Part 1. For certain classes of Shares of some Sub - Fund s (the Token Share Classes ) digital tokens ( Digital Tokens ) will be issued alongside the Shares , as described in more detail in the section entitled ‘ ‘ Token Share Classes’’ .
Aviva Investors Global Services Limited (the ‘Investment Manager’) serves as investment manager of the Fund and as a distributor of its Shares.
The Fund may decline any application for Shares in whole or in part without assigning any reason therefor.
After the initial issue of Shares at the Initial Issue Price, Shares will be issued and redeemed at the Net Asset Value per Share in accordance with the provisions summarised under ‘Issue and Redemption Prices / Calculation of Net Asset Value / Valuation o f Assets’ in Part 2. A currency conversion will take place at the prevailing exchange rates on the issue, redemption and exchange of Shares or on distribution where applicable.
Details of Dealing Days in respect of each Sub - Fund appear in Part 1.
Information in this introduction and Part 1 is selective and should be read in conjunction with Part 2 of the Prospectus.
Page 13
13
__________________________________________________________________________
PART 1
_______________________________________________________________
AVIVA INVESTORS STERLING LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub - Fund is to offer returns in line with money market rates and to preserve the value of the investment.
The Sub - Fund is actively managed and will endeavour to achieve its objective by investing in a diversified portfolio of high grade Sterling denominated short term debt and debt related instruments described below which are traded on the Markets listed in Appendix II of the Prospectus or which are to be traded on such Markets within a year of being issued. The performance of the Sub - Fund will be benchmarked against the SONIA rate. 1
The Sub - Fund is a LVNAV Short Term Money Market Fund and its investments will include fixed or floating rate instruments including but not limited to commercial paper, term deposits, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset - backed securities and bonds. The investments shall be denominated in Sterling but may also be denominated in other currencies and hedged back to Sterling, and may be issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentalities, supran ational entities and EU and non - EU corporations and financial institutions who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while not located in those jurisdictions, conduct substantial business in them as determined by the Investment Manager, including (i ) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends to manage the Sub - Fund according to its classification as a Short Term Money Market Fund and the restrictions imposed by recognised rating agencies in order to maintain an overall credit rating of Aaa which may include where applicable ensuring that the Sub - Fund's investments have such ratings as may be required from time to time by the relevant rating agency to maintain the credit rating.
The Investment Manager intends to manage the Sub - Fund in accordance with the ESG Considerations as detailed further below. The Sub - Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulat ion (EU) 2019/2088 , the Sustainable Finance Disclosure Regulation (the “SFDR”).
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, t he Sub - Fund may invest up to 100% o of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or
1 The SONIA rate is the Sterling Overnight Index Average rate which is the average effective overnight interest rate for unsecu red transactions in which British banks borrow sterling overnight from other financial institutions and institutional investors. Th is benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investi ng in liquid money market securities.
Page 14
14
their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the Internation al Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
The Sub - Fund may invest up to 10% of its Net Asset Value in other Short Term Money Market Funds.
The weighted average maturity of the Sub - Fund's investments will not exceed 60 days and in any event the Sub - Fund’s investments will have a residual maturity until the legal redemption date not exceeding 397 days. When calculating the weighted average maturity of investments, the maturity of a fl oating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the Sub - Fund’s investments will not exceed 120 days. The Sub - Fund may also hold ancillary liquid assets such as bank deposits.
The Sub - Fund is subject to and managed in accordance with the portfolio rules of Article 24 of the Money Market Fund Regulation.
Investment Restrictions
The investment r estrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus .
The Sub - Fund may not invest more than 10% of its Net Asset Value in other Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such inst ances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits
The Sub - Fund may not borrow cash (this does not include temporary involuntary overdrafts) . The Sub - Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions within the limits laid down by the Central Bank from time to time, the Sub - Fund may invest in financial derivative instruments dealt in on a Market listed in Appendix II of the Prospectus and/or over the cou nter derivatives “OTCs” which will be used solely for the purposes of hedging interest rate or exchange rate risks inherent in other investments of the Sub - Fund The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories. Use of financial derivative instruments is subject to the conditions and limits laid down by the Central Bank and the requirements of the MMFR .
Page 15
15
Before utilising financial derivative instruments, the Fund on behalf of the Sub - Fund shall file with the Central Bank a risk management process report. The Fund will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments.
Under the Regulations, the Sub - Fund may utilise financial derivative instruments subject to the following terms and conditions: -
1. The global exposure of the Sub - Fund relating to financial derivative instruments must not exceed its total net asset value;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money market instruments when combined where relevant with positions resulting from direct instruments must not exceed the investment limits specified under the heading Investment Restrictions above.
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
The Sub - Fund may also utilise repurchase agreements and reverse repurchase agreements, that fulfil the conditions of Article 14 and Article 15 respectively of the Money Market Fund Regulation respectively.
Further information on the use of finan cial derivatives instruments, reverse repurchase agreements and repurchase agreements is set out in Part 2 of the Prospectus.
Sustainability Disclosures
This Sub - Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
To be eligible for investment, all investments that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to perform ESG analysis on investments used for hedging and efficient portfolio management purposes.
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generate competitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub - Fund.
Further information regarding how the Investment Manager integrates ESG into its investment
Page 16
16
approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philosophy section of the Prospectus and on the Manager's website at https://www.avivainvestors.com/engb/about/responsible- investment/policies -and-documents/ .
Rating Award
The Fund has obtained an “Aaa - mf” money market rating from Moody’s Investors Service (“Moody’s”) and an AAAm rating from Standard & Poor’s (“S&P”) for the Sub - Fund. When awarding this rating Moody’s and S&P take into account, inter alia, the Sub - Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub - Fund's published objectives. The Directors intend to operate the Sub - Fund in accordance with Moody's and S&P’s requirements to maintain the rating awards. The rating was solicited or financed by the Sub -F und or its Investment Manager .
Liquidity Management Procedures
The Sub - Fund will be managed in accordance with the Liquidi ty Management Procedures for LVN VNAV Short Term Money Market Funds as described in Part 2 of the Prospectus.
Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon UK money market instruments. The Sub - Fund is suited to short - term cash investors who are looking for a highly liquid fund. Through its daily liquidity facility, the Sub - Fund is structured to give investors easy access to their cash whene ver required.
The level of an investment will determine the class of Shares an invest or may subscribe for. Classes 4 , 9 , 13 and 14 are only available to Shareholders that have a separate mandate with the Investment Manager or its affiliates.
The T Shares are suitable for investors who are familiar with distributed ledger technology and maintain a Digital Wallet in order to receive and hold Digital Tokens and wish to invest in T Shares i in accordance with the tokenisation arrangements described in this Prospectus. I Investors should also refer to the “Conditions for issue of T Shares and Digital Tokens ” described below in the section “ Token Classes ” in Part 2 of the Prospectus.
Page 17
17
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub Fund is not a guaranteed investment. A subscription for Share s of the Sub Fund is not the same as placing funds on deposit with a bank or other deposit - taking body and the principal invested in the Sub - Fund is capable of fluctuation. The Sub - Fund does not rely on external support for guaranteeing the liquidity of th e Sub - Fund or stabilising the NAV per share. The risk of loss of the principal shall be borne by the Shareholder. The value of the Sub Fund may be affected by the creditworthiness of issuers of the Sub Fund's investments and, notwithstanding the policy of the Sub Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates.
Prospective investors looking to invest in the T share class should carefully consider the section entitled “Risk Factors Relating to the T Share Classes and Digital Tokens”.
Dividend Policy
Dividend Policy for Class 1 - 9 Shares , Class W ( Distributing ) Shares and Class T Shares
The Directors intend to declare all or substantially all of the net income of the Sub - Fund attributable to the Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub - Fund’s net income attributable to those Shares will be declared daily and payable monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub - Fund. The D irectors may at their discretion adjust dividends to take account of realised and un realised profits on the disposal / valuation of investments as may be lawfully distributed less r realised/ d/ un realised losses (including fees and expenses) of the Sub - Fund. No dividends shall be paid out of the capital of the Sub - Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub - Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub ub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub - Fund’s assets and will be reflected in the Net Asset Value of the Shares.
Dividends payable to Shareholders of distributing Shares will be re - invested each month by subscription for additional Shares in the Sub - Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following
Page 18
18
the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Dividend Policy for Class 10 - 14 and Class W ( Accumulating ) Shares
Dividends w ill not be paid on Classes 10 – 14 or Class W (Accumulating) as such classes are accumulating share classes. The net income (if any) attributable to the Class 10 – 14 and Class W (Accumulating) Shares shall be retained within the Sub - Fund and the value of the Shares will vary accordingly.
Key Information For Purchasing and Redeeming
Base Currency
Sterling
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal business.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 £1,000,000 £1,000,000 None Class 2 £ 2 5,000,000 £ 2 5,000,000 None Class 3 £10 0 ,000,000 £1 0 0,000,000 None Class 4 £10,000,000 £10,000,000 None Class 9 £10,000,000 £10,000,000 None Class 10 £1,000,000 £1,000,000 None Class 11 £25,000,000 £25,000,000 None Class 12 £100,000,000 £100,000,000 None Class 13 £10,000,000 £10,000,000 None Class 14 £10,000,000 £10,000,000 None Class W (Accum ulating ) £500,000 £500,000 None Class W (Dist ributing ) £500,000 £500,000 None Class T £1,000,000 £1,000,000 None
Share Classes 4, 9 , 13 and 14 are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates. Share Class T is only available to those investors who satisfy the conditions for issue of T S h ares and Digital Tokens described below in the section “ Token Classes ” in Part 2 of the Prospectus .
The Directors may for each relevant class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadline
1 .30 p.m. (Irish time) on each Dealing Day , except in the case of any Dealing Day occurring
Page 19
19
on 24 December and/ d/or on 31 December in each calendar year , on which Dealing Days the Dealing Deadline shall be 12 p . m . (Irish time).
The Investment Manager reserves the right to advance the time of the Dealing Deadline on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadline will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund .
The Investment Manager reserves the right to alter the Dealing Deadline. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline is in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Interim Dealing Cycles
Subject to the sect ion of the Prospectus entitled “ Interim Dealing Cycles – Money Market Funds ” , the Aviva Investors Sterling Liquidity Fund int ends to run one or more Interim D Dealing Cycles on a Dealing Day as the Manager may from time to time determine .
Issue Price for Class 1 - 9 Shares , Class W (Accumulating) Shares and Class W (Distributing) Shares
Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Issue Price for Class 10 - 14 Shares
The Issue Price per Share of the relevant Class shall be £1,000.0000 during the Initial Offer Period and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Issue Price for Class T Shares
The Issue Price per Share of the relevant Class shall be £1 during the Initial Offer Period and thereafter the Net Asset Value per Share on the relevant Dealing Day.
Offer Period for Class 1 - 9 Shares , Class W (Accumulating) Shares and Class W (Distributing) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class 10 - 14 Shares and Class T Shares
The Initial Offer Period for each of Class 10 - 14 Shares will run from 9.00 am (Irish Time) on 22 July 2026 to 5.00 pm (Irish Time) on 21 January 202 7 and for the Class T Shares will run from 9.00 am (Irish Time) on 2 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 or such a shorter or longer period for each Class as the Directors may determine on behalf of the Sub -
Page 20
20
Fund ( (in accordance with the requirements of the Central Bank) a and notify to the Administrator for a class. Where the offer period is shortened or extended, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuou sly available for subscriptions on any dealing day.
Minimum Fund Size
£ 10,000,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 1 - 14 Shares and Class T Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the same Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redem ption documentation.
Settlement Date for Class W (Accumulating) and Class W (Distributing) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day , then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation
Valuation Point
Page 21
21
1. 3 0 p.m. (Irish time) on the Business Day prior to the relevant Dealing Day. The Valuation Point may change if, on or prior to the Dealing Deadline on a Dealing Day, the Manager or its delegate determines that there has been a Valuation Deviation. In such c ircumstances, S hareholders and applicants for S hares should note that the Valuation Point for the purposes of requests to issue or redeem Shares received on or before the Dealing Deadline on that Dealing Day shall be 1. 3 0 p.m. (Irish time) on the same Dealing Day. Furthermore, on the Dealing Day immediately following any day on which there has been a Valuation Deviation the Valuation Point shall also be 1. 3 0 p.m. (Irish time) on the same Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub - Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares Class 4 None Class 9 N one Class 1 0 0.20% of th e Net Asset Value of the Class 10 Shares Class 11 0.15% of th e Net Asset Value of the Class 11 Shares Class 12 0.10% of th e Net Asset Value of the Class 12 Shares Class 13 None Class 14 None Class W (Accumulating) 0. 1 0% of th e Net Asset Value of the Class W (Accumulating) Shar es Class W (Distributing) 0. 1 0% of th e Net Asset Value of the Class W (Distributing) Shar es Class T Shares 0.20% of th e Net Asset Value of the Class T Shar es
The fees payable to the Depositary, the Administrator, the I Investment M Manager , the Distributor , and in respect of the T Share Class , the fees payable to the Digital Custodian and the Tokenisation Platform Provider , shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub - Fund to be borne by each class of Share will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by fir st the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operati on of the Sub - Fund attributable to each class of Share. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has b een given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub - Fund on a monthly basis (i.e. which equals
Page 22
22
the aggregate of the net assets of the Sub - Fund on each Dealing Day during a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable cos ts and out of pocket expenses out of the assets of the Sub - Fund. No performance fees will be payable by the Sub - Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub - Fund including, but not limited to, investment management, administration, registration, the fees payable to the Digital Custodian and the Tokenisation Platform Provider in respect of the T Share Class, t transfer agency, custody, sub - custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi - annual reports and other documents to the Shareholders, the costs and expenses of obtaining authorisations or registrations of the Sub - Fund with any regulatory authority in any jurisdictio n , professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub - Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effectin g or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub - Fund, any out - off- pocket expenses incurred by any of the service providers on behalf of the Sub - Fund, the establishment an d organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expe nses shall be paid out of the assets of the Sub - Fund.
Any other fees and expenses payable out of the assets of the Sub - Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub - Fund.
Exchange Charge
None.
Redemption Charge None.
Liquidity Fees
The Sub - Fund may charge liquidity fees (by applying an anti - dilution levy) as further described in the Liquidity Management Procedures section in part 2 of the Prospectus.
Page 23
23
AVIVA INVESTORS STERLING LIQUIDITY PLUS FUND
Investment Objective and Policies
The investment objective of the Sub - Fund is to provide an investment return with a low level of capital volatility whilst maintaining liquidity . The performance of the Sub - Fund will be benchmarked against the SONIA rate. 2
In order to achieve its investment objective, the Sub - Fund is actively managed and will invest in a diversified portfolio of short term debt and debt related instruments which are primarily denominated in Sterling but may also be denominated in other currencies and hedged back to Sterling , and which are traded on the Markets listed in Appendix II of the Prospectus or which are traded on such Markets within a year of being issued. No less than 80% of the Sub - Fund's investments will be denominated in Sterling. The Sub - Fund’s investments will include fixed or floating rate instruments including but not limited to commercial paper, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset - backed securities and bonds. Th e maximum final maturity for fixed rate securities is up to 10 years in respect of each individual issue. The investments shall be issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentalities, supranational entities and EU and non - EU corporations and fina ncial institutions, who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while not located in those jurisdictions, conduct substantial business in them as determined by the Investment Manager, including (i ) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends to manage the Sub - Fund in accordance with the ESG Considerations as detailed further below. The Sub - Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulat ion (EU) 2019/2088 , the Sustainable Finance Disclosure Regulation (the “SFDR”).
The investment policy is to invest in a portfolio of gilts, corporate bonds , a asset backed securities and money market instruments. The Investment Manager intends where possible, to manage the Sub - Fund according to the restrictions imposed by the rating agency in order to maintain an overall credit rating of Aaa .
Investment Restrictions
The general investment restrictions as set out in Appendix V of the Prospectus shall apply .
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such instances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
2 The SONIA rate is the Sterling Overnight Index Average rate which is the average effective overnight interest rate for unsecured transactions in which British b anks borrow sterling overnight from other financial institutions and institutional investors . This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
Page 24
24
Borrowing Limits
The Sub - Fund may borrow up to 10% of the Sub - Fund’s net assets on a temporary basis at any time for the account of the Sub - Fund. The Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the Sub - Fund may u utilise currency forwards and swaps dealt in on a Market listed in Appendix II of the Prospectus and/or over the counter derivatives “OTCs” which will be used solely for the purposes of hedging exchange rate risks inherent in investments of the Sub Fund . The underlying of such derivative instruments will be foreign e xchange rates, and currencies.
The Sub - Fund may also utilise repurchase agreements and reverse repurchase agreements which shall be within the conditions and the limits laid down by the Central Bank. The purpose of investing in the repurchase agreements is (i) the reduction of risk, (ii) reduction of costs, and/ or (iii) the generation of additional capital or income to the Sub - Fund with no, or with an acceptably low level of, risk. The Sub - Fund may also enter into reverse repurchase agreements for liquidity management purposes and to generate additional capital or income to the Sub Fund p provided that it is within the conditions and limits laid down by the Central Bank.
Under the Regulations, the Sub - Fund may utilise financial derivative instruments subject to the following terms and conditions: -
1. The global exposure of the Sub - Fund relating to financial derivative instruments must not exceed its total net asset value calculated using the commitment approach;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money market instruments when combined where relevant with positions resulting from direct instruments must not exceed the investment limits specified under the heading Investment Restrictions above; and
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
Further information on the use of financial derivative instruments and techniques and instruments for Efficient Portfolio Management is set out in Part 2 of the Prospectus.
Risk Management Process
The Fund on behalf of the Sub - Fund employs a risk management process which helps it to accurately measure monitor and manage the various risks associated with financial derivative instruments.
The Fund will on request, provide supplementary information to Shareholders relating to the
Page 25
25
risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk characteristics of the main categories of investments in fi nancial derivative instruments.
The Sub - Fund will only utilise financial derivative instruments which have been included in the risk management process report that has been prepared and submitted to the Central Bank in accordance with the Central Bank 's requirements.
Sustainability Disclosures
This Sub - Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
To be eligible for investment, all investment that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to perform E SG analysis on investments used for hedging and efficient portfolio management purposes.
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generate competitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub - Fund.
Further information regarding how the Investment Manager integrates ESG into its investment approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philos ophy section of the Prospectus and on the Manager's website at https://www.avivainvestors.com/en gb/about/responsible - investment/policies - and - documents/.
Rating Award
The Fund has obtained an AAAf rating from Fitch Ratings Inc. for the Sub - Fund. When awarding this rating Fitch Ratings take into account, inter alia, the Sub - Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub - Fund's published objectives. The Directors intend to operate the Sub - Fund in accordance with Fitch Rating's requirements to maintain the rating award.
Page 26
26
Profile of Typical Investor
The Sub Fund is suitable for investors who are prepared to hol d an investment for at least 3 to 6 months in order to obtain higher returns than those available from a traditional money market fund and who are seeking to invest cash reserves to maximise income consistent with the preservation of capital through investment in the securities of the Sub Fund denominated in sterling. The Sub - Fund is an Ultra Short Duration bond fund which aims to offer medium term cash investors (typically at least three to six months) higher returns than those available from a traditional money market fund for only a moderate increase in credit and liquidity risk. The level of an investment will determine the class of Shares an investor may subscribe for.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that subscription for Shares of the Sub - Fund is not the same as placing fu nds on deposit with a bank or other deposit - taking body. The value of the Sub - Fund may be affected by the creditworthiness of issuers of the Sub - Fund's investments and, notwithstanding the policy of the Sub - Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates.
Dividend Policy for all Share Classes
The Shares of the Sub - Fund are accumulation Shares and therefore carry no right to any dividend. The net income attributable to the Shares shall be retained within the Sub - Fund and the value of the Shares shall rise accordingly.
Key Information for Purchasing and Redeeming
Base Currency
Sterling
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal business.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 £1,000,000 £1,000,000 None Class 2 £25 ,000,000 £ 2 5,000,000 None Class 3 £10 0 ,000,000 £1 0 0,000,000 None Class 4 £10,000,000 £10,000,000 None Class W (Accum ulating ) £ 500,000 £ 500,000 None
Class 4 Shares are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates.
Page 27
27
The Directors may for each relevant class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadline s
1 p.m. (Irish time) on the Business Day immediately preceding the relevant Dealing Day, except in the case of a ny Dealing Day occurring on 24 December and/ d/or on 31 December in each calendar year, on which Dealing Days the Dealing Deadline shall be 12 p . m . (Irish time) on the Business Day immediately preceding the relevant Dealing Day .
The Investment Manager reserves the right to advance the time of the Dealing Deadline for subscriptions and redemptions on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by p articipants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadlines will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control o f the Fund .
The Investment Manager reserves the right to alter the Dealing Deadline for subscriptions and redemptions. Prior notification of the revised Dealing Deadlines shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadlines are in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Issue Price for Class 1 - 4 Shares
Net Asset Value per Share of the relevant class on the relevant Dealing Day.
Issue Price for Class W (Accumulating) Shares
The Issue Price per Share of the Class W (Accumulating) Shares shall be £ 1,000.0000 during the Initial Offer Period and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Offer Period for Class 1 - 4 Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class W (Accumulating) Shares
The Initial Offer Period for Class W (Accumulating) Shares will run from 9.00 am (Irish Time) on 3 October 2023 to 5.00 pm (Irish Time) on 3 April 202 4 or such a shorter or longer period for each Class as the Directors may determine on behalf of the Sub - Fund (in accordance with the requirements of the Central Bank) and notify to the Administrator for a class. Where the offer period is shortened or extend ed, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any dealing day.
Page 28
28
Minimum Fund Size
£ 500,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 1 - 4 Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day, unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation .
Settlement Date for Class W (Accumulating) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation
Valuation Point
1 p.m. (Irish time) on each Dealing Day.
Fees and Expenses
Page 29
29
The Manager shall be entitled to receive out of the assets of the Sub - Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares Class 4 None Class W (Accumulating) 0. 1 5 % of the Net Asset Value of the Class W (Accumulating) Shares
The Directors reserve the right to reduce or waive the above charges from time to time.
The fees payable to the Depositary, the Administrator, the Investment Manager and the Distributor shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub - Fund to be borne by each class of Shares will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by fi rst the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operat ion of the Sub - Fund attributable to each class of Shares. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has b een given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub - Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub - Fund on each Dealing Day dur ing a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub - Fund. No performance fees will be payable by the Sub - Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub - Fund including, but not limited to, investment management, administration, registration, transfer agency, custody, sub - custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi annual reports and other documents to the Shareholders, the c osts and expenses of obtaining authorisations or registrations of the Sub - Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub - Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effectin g or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment
Page 30
30
in Shares of the Sub - Fund, any out - off- pocket expenses incurred by any of the service providers on behalf of the Sub - Fund, the establishment and organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs a nd expenses (if any) as may arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expenses shall be paid out of the assets of the Sub - Fund.
Any other fees and expenses payable out of the assets of the Sub - Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub - Fund.
Exchange Charge
None.
Redemption Charge
None.
Page 31
31
AVIVA INVESTORS EURO LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub - Fund is to offer returns in line with money market rates and preserve the value of the investment . The performance of the Sub - Fund will be be nchmarked against the Euro Short Term Rate . 3
The Sub - Fund is a L VNAV Short Term Money Market Fund . The Sub - Fund is actively managed and its investments will include fixed or floating rate instruments including but not limited to commercial paper, term deposits, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset - backed securities and bonds. The investments shall be denominated in Euro and all of the Sub - Fund ' s assets may be invested in the above listed investments which are issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentalities, supran ational entities and EU and non - EU corporations and financial institutions who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while not located in those jurisdictions, conduct s substantial business in them as determined by the Investment Manager, including (i ) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends to manage the Sub - Fund according to its classification as a Short Term Money Market Fund and the restrictions imposed by recognised rating agencies in order to maintain an overall credit rating of Aaa which may include where applicable ensuring that the Sub - Fund's investments may have such ratings as may be required from time to time by the relevant rating agency to maintain the credit rating, or if unrated, be deemed to be of comparable quality by the Investment Manager.
The Investment Manager intends to manage the Sub - Fund in accordance with the ESG Considerations as detailed further below. The Sub - Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulat ion (EU) 2019/2088 , the Sustainable Finance Disclosure Regulation (the “SFDR”).
The weighted average maturity of the Sub - Fund's investments will not exceed 60 days and in any event the Sub - Fund’s investments will have a residual maturity until the legal redemption date not exceeding 397 days. When calculating the weighted average matu rity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date (which shall be at least every 397 days). The weighted average life of the Sub - Fund’s investments will not exceed 120 days.
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, t he Sub - Fund may invest up to 100% o of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or their central banks, the European Central Bank, the European Investment Bank, the Euro pean Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the International Monetary Fund, the
3 The Euro Short Term Rate reflects the wholesale euro unsecured overnight borrowing costs of banks located in the euro area. This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
Page 32
32
International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organi sation to which one or more Member States belong.
The Sub - Fund may invest up to 10% of its Net Asset Value in other Short Term Money Market Funds.
The Sub - Fund may also hold ancillary liquid assets such as bank deposits.
The Sub - Fund is subject to and managed in accordance with the portfolio rules of Article 24 of the Money Market Fund Regulation.
Investment Restrictions
The investment restrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus.
The Sub - Fund may not invest more than 10% of its Net Asset Value in other Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such inst ances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits
The Sub - Fund may not borrow cash (this does not include temporary involuntary overdrafts) . The Sub - Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
The Sub - Fund may utilise repurchase agreements and reverse repurchase agreements, that fulfil the conditions of Article 14 and Article 15 of the Money Market Fund Regulation respectively.
Further information on the use of financial derivatives instruments and techniques and instruments for Efficient Portfolio Management is set out in Part 2 of the Prospectus. Any derivative instruments utilised will be used solely for the purposes of hedging interest rate or exchange rate risks inherent in other investments of the Sub - Fund. The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories.
Sustainability Disclosures
This Sub - Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
Page 33
33
To be eligible for investment, all investment that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to perform ESG analysis on investments used for hedging and efficient portfolio management purposes.
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generate competitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub -Fund.
Further information regarding how the Investment Manager integrates ESG into its investment approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philosophy secti on of the Prospectus and on the Manager's website at https://www.avivainvestors.com/engb/about/responsible- investment/policies -and-documents/ .
Rating Award
The Fund has obtained an ‘Aaa - mf’ money market rating from Moody’s Investors Service (“Moody’s”) for the Sub - Fund. When awarding this rating Moody’s take into account, inter alia, the Sub - Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub - F Fund's published objectives. The Directors intend to operate the Sub - Fund in accordance with Moody's requirements to maintain the rating award. The rating was solicited or financed by the Sub Fund or its Investment Manager.
Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon Euro denominated money market instruments. The Sub - Fund is suited to short term investors who are looking for a highly liquid fund. Through its daily liquidity facilit y, the Sub - Fund is structured to give investors easy access to their cash whenever required.
The level of an investment will determine the class of Shares an investor may subscribe for.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub Fund is not a guaranteed investment. A subscription for Shares of the Sub Fund is not the same as placing funds on deposit with a bank or other deposit - taking body and the principal invested in the Sub - Fund is capable of fluctuation. The Sub - Fund does not rely on external support for guaranteeing the liquidity of th e Sub - Fund or stabilising the NAV per share. The risk of loss of the principal shall be borne by the Shareholder. The value of the Sub Fund may be affected by the creditworthiness of issuers of the Sub Fund's investments and, notwithstanding the
Page 34
34
policy of the Sub Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates.
Dividend Policy
Dividend Policy for Class 1 - 3 , Class 5 , Class W (Accumulating) and Class Z (Accumulating) Shares
Dividends will not be paid on Classes 1 - 3 , Class 5 , Class W (Accumulating) and Class Z (Accumulating) as such classes are accumulating share classes. The net income (if any) attributable to the Class 1 – 3 , Class 5 Shares and Class W (Accumulating) shall be retained within the Sub - Fund and the value of the Shares will vary accordingly.
Dividend Policy for Class 6 - 9 and Class W (Distributing) Shares
The Directors intend to declare all or substantially all of the net income of the Sub - Fund attributable to the Class 6 - 9 and Class W (Distributing) Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub - Fund’s net income attributable to those Shares will be declared daily and payabl e monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub - Fund and realised profits on the dispo sal / valuation of investments as may be lawfully distributed less realised losses (including fees and expenses) of the Sub - Fund. No dividends shall be paid out of the capital of the Sub - Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub - Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub ub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub - Fund’s assets and will be reflected in the Net Asset Value of the Shares.
Dividends payable to Shareholders of distributing Shares will be re - invested each month by subscription for additional Shares in the Sub - Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in t he same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Key Information For Purchasing and Redeeming
Page 35
35
Base Currency
Euro
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal business s and on which the TARGET System is open .
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 €1,000,000 €1,000,000 None Class 2 € 2 5,000,000 € 2 5,000,000 None Class 3 €1 0 0,000,000 €1 0 0,000,000 None Class 5 € 1 0 ,000,000 € 1 0 ,000,000 None Class 6 €1 ,000,000 €1 ,000,000 None Class 7 €25 ,000,000 €25 ,000,000 None Class 8 €10 0 ,000,000 €1 0 0,000,000 None Class 9 € 10,000,000 €10 ,000,000 None Class W (Accumulating) € 500,000 € 500,000 None Class W (Distributing) € 500,000 € 500,000 None Class Z (Accumulating) €10,000,000 €10,000,000 None
Class 5 , Class 9 and Class Z (Accumulating) Shares are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates.
The Directors may for each relevant class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadline
1 p.m. (Irish time) on each Dealing Day.
The Investment Manager reserves the right to advance the time of the Dealing Deadline on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadline will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund .
The Investment Manager reserves the right to alter the Dealing Deadline. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline is in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Issue Price for Class 1 - 9 Shares and Class W (Accumulating) Shares and Class Z
Page 36
36
(Accumulating) Shares
Net Asset Value per Share of the relevant C lass on the relevant Dealing Day.
Issue Price for Class W (Distributing) Shares
The Issue Price per Share for Class W (Distributing) Shares shall be €1.0000 during the Initial Offer Period and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day
Offer Period for Class 1 - 9 Shares , Class W (Accumulating) Shares and Class Z (Accumulating) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class W (Distributing) Shares and Class Z (Accumulating) Shares
The Initial Offer Period for Class W (Distributing) Shares will run from 9.00 am (Irish Time) on 3 October 2023 to 5.00 pm (Irish Time) on 3 January 2 202 6 or such a shorter or longer period for each Class as the Directors may determine on behalf of the Sub - Fund (in accordance with the requirements of the Central Bank) and notify to the Administrator for a class. Where the offer period is shortened or extende d, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any dealing day.
Minimum Fund Size
€ 10,000,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 1 - 9 Shares and Class Z (Accumulating) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Dealing Day. If cleared funds are not received by the Fund's close of bank business on the Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the same Dealing Day (and in any event no later than 10
Page 37
37
Business Days) after the receipt of the relevant duly signed redemption documentation.
Settlement Date for Class W ( Accumulating ) Shares and Class W ( Distributing ) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day , then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Valuation Point 4
1 p.m . (Irish time) on the Business Day prior to the relevant Dealing Day. The Valuation Point may change if, on or prior to the Dealing Deadline on a Dealing Day, the Manager or its delegate determines that there has been a Valuation Deviation. In such circumstances, Shareh olders and applicants for Shares should note that the Valuation Point for the purposes of requests to issue or redeem Shares received on or before the Dealing Deadline on that Dealing Day shall be 1 p.m. (Irish time) on the same Dealing Day. Furthermore, on the Dealing Day immediately following any day on which there has been a Valuation Deviation the Valuation Point shall also be 1 p.m. (Irish time) on the same Dealing Day .
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub - Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares Class 5 None Class 6 0.20 % of the Net Asset Value of the Class 6 Shares Class 7 0.15 % of the Net Asset Value of the Class 7 Shares Class 8 0.10% of th e Net Asset Value of the Class 8 Shares Class 9 None Class W (Accumulating) 0. 1 0% of the Net Asset Value of the Class W (Accumulating) Shares
4 Change to the Valuation Point takes effect as and from Dealing Day on 07 July 2025. The Valuation Point for Dealing Day on 04 July is 1 2 p.m. (Irish time) on the Dealing Day .
Page 38
38
Class W ( Distribu ting) 0. 1 0% of the Net Asset Value of the Class W (Distributing) Shares Class Z (Accumulating) 0.015% of the Net Asset Value of the Class Z (Accumulating) Shares
The fees payable to the Depositary, the Administrator, the Investment Manager and the Distributor shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub - Fund to be borne by each class of Shares will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by fi rst the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operat ion of the Sub - Fund attributable to each class of Shares. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has b een given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub - Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub - Fund on each Dealing Day dur ing a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub - Fund. No performance fees will be payable by the Sub - Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub - Fund including, but not limited to, investment management, administration, registration, transfer agency, custody, sub - custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi annual reports and other documents to the Shareholders, the c osts and expenses of obtaining authorisations or registrations of the Sub - Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub - Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effectin g or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub - Fund, any out - off- pocket expenses incurred by any of the service providers on behalf of the Sub - Fund, the establishment an d organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expe nses shall be paid out of the assets of the Sub - Fund.
Any other fees and expenses payable out of the assets of the Sub - Fund are set out in Part 2 of the Prospectus.
Page 39
39
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub - Fund.
Exchange Charge
None.
Redemption Charge
None.
Page 40
40
AVIVA INVESTORS STERLING GOVERNMENT LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub - Fund is to offer returns in lin e with money market rates and preserv e the value of the investment.
T he Sub - Fund is actively managed and will endeavour to achieve its objective by invest ing primarily in short term government securities and securities issued by agencies or bodies explicitly guaranteed by the UK Government. The Sub - Fund may also hold such instruments as collateral received under reverse repurchase agreements. The performance of the Sub - Fund will be benchmarked against the SONIA rate . 5
T he Sub - Fund will invest in a diversified portfolio of Sterling denominated government debt and deposits. The Sub - Fund is a LVNAV Short Term Money Market Fund and its investments will include fixed or floating rate instruments including but not limited to Treasury bills, UK Government debt securities, Repurchase agreements that are at all times fully secured against UK Government sec urities, and overnight deposits with the UK Debt Management Offic e. The investments shall be denominated in Sterling and may be issued or guaranteed as to principal or interest by the UK government and its agencies and instrumentalities.
The investment policy is to invest in a portfolio of Treasury Bills, UK Government securities, Repurchase Agreements that are at all times fully secured against UK Government Securities, and overnight deposits with the Debt Management Office. Cash may be h eld on an ancillary basis . The Investment Manager intends to manage the Sub - Fund according to its classification as a Short Term Money Market Fund and the restrictions imposed by the rating agency in order to maintain an overall credit rating of Aaa.
The weighted average maturity of the Sub - Fund's investments will not exceed 60 days and in any event the Sub - Fund’s investments will have a residual maturity until the legal redemption date not exceeding 397 days. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the Sub - Fund’s investments will not e xceed 120 days.
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, t he Sub - Fund may invest up to 100% o of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations or their central banks, the European Central Bank, the European Investment Bank, the Euro pean Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third country, the International Monetary Fund, the International Bank for Reconstruction and Development, the Counc il of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
The Sub - Fund may invest up to 10% of its Net Asset Value in other Short Term Money Market
5 The SONIA rate is the Sterling Overnight Index Average rate which is the average effective overnight interest rate for unsecured transactions in which British b anks borrow sterling overnight from other financial institutions and institutional investors . This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
Page 41
41
Funds.
The Sub - Fund is subject to and managed in accordance with the portfolio rules of Article 24 of the Money Market Fund Regulation.
Investment Restrictions
The investment restrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus.
The Sub - Fund may not invest more than 10% of its Net Asset Value in other Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such instances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits
The Sub - Fund may not borrow cash (this does not include temporary involuntary overdrafts) . The Sub - Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions within the limits laid down by the Central Bank from time to time, the Sub - Fund may invest in financial derivative instruments dealt in on a Market listed in Appendix II of the Prospectus and/or over the cou nter derivatives “OTCs” which will be used solely for the purposes of hedging interest rate or exchange rate risks inherent in other investments of the Sub - Fund. The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories. Use of fi nancial derivative instruments is subject to the conditions and limits laid down by the Central Bank and the requirements of the MMFR.
Before utilising financial derivative instruments, the Fund on behalf of the Sub - Fund shall file with the Central Bank a risk management process report. The Fund will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments.
Under the Regulations, the Sub - Fund may utilise financial derivative instruments subject to the following terms and conditions: -
1. The global exposure of the Sub - Fund relating to financial derivative instruments must not exceed its total net asset value;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money
Page 42
42
market instruments when combined where relevant with positions resulting from direct instruments must not exceed the investment limits specified under the heading Investment Restrictions above.
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
The Sub - Fund may also utilise repurchase agreements and reverse repurchase agreements, that fulfil the conditions of Article 14 and Article 15 respectively of the Money Market Fund Regulation respectively.
Further information on the use of financial derivatives instruments and techniques and instruments for Efficient Portfolio Management is set out in Part 2 of the Prospectus.
Sustainability Disclosure
Sustainability Risk indicators are considered alongside a range of financial and non - financial research, and the sustainability risks or impacts are weighed against all other inputs when considering an investment decision, with no specific limits imposed . T herefore the Investment Manager retains discretion over which investments are selected. Where practicable, the Investment Manager also seeks to apply the Baseline ESG Exclusions when selecting investments.
The Investment Manager actively engages with issuers with the aim of positively influencing behaviour and helping to create competitive returns.
In addition, the Sub - Fund has limited exclusions based on the Investment Manager’s Sustainability Risk Policy.
This Sub - Fund does not have a sustainable investment objective and the Investment Manager will consider the adverse impacts of an investment to the extent they are financially material. For further information please refer to the sustainability disclosure s section of the prospectus and the website www.avivainvestors.com .
The investments underlying this sub - fund do not take into account the EU criteria for environmentally sustainable economic activities.
Rating Award
The Fund has obtained an “Aaa - mf” money market rating from Moody’s Investors Service (“Moody’s”) for the Sub - Fund. When awarding this rating Moody’s take into account, inter alia, the Sub - Fund's portfolio quality, its counterparties and management, operati ng procedures and controls, regulatory compliance and market price risk relative to the Sub - Fund's published objectives. The Directors intend to operate the Sub - Fund in accordance with Moody's requirements to maintain the rating awards. The rating was solicited or financed by the Sub Fund or the Inv estment Manager.
Page 43
43
Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon Sterling denominated government debt and deposits. The Sub - Fund is suited to short term investors who are looking for a highly liquid fund. Through its daily liquidity facility, the Sub - Fund is structured to give investors easy access to their cash whenever required.
The level and duration of an investment will determine the class of Shares an investor may subscribe for.
Liquidity Management Procedures
The Sub - Fund will be managed in accordance with the Liquidity Management Procedures for LVN VNAV Short Term Money Market Funds as described in Part 2 of the Prospectus.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub - Fund is not a guaranteed investment. A subscription for Shares of the Sub - Fund is not the same as placing funds on deposit with a bank or other deposit - taking body and the principal invested in the Sub - Fund is capable of fluctuation . The Sub - Fund does not rely on external support for guaranteeing the liquidity of the Sub - Fund or stabilising the NAV per share. The risk of loss of the principal shall be borne by the Shareholder. The value of the Sub - Fund may be affected by the creditworthiness of issuers of the Sub - Fund's investments and, notwithstanding the policy of the Sub - Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates.
Dividend Policy
Dividend Policy for Class 1 – 4 Shares and Class W (Distributing) Shares
The Directors intend to declare all or substantially all of the net income of the Sub - Fund attributable to the Class 1 - 4 Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub - Fund’s net income attributable to those Shares will be declared daily and payabl e monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub - Fund. The Directors may at their disc retion adjust dividends to take account of realised and un realised profits on the disposal / valuation of investments as may be lawfully distributed less realised/ d/ un realised losses (including fees and expenses) of the Sub - Fund. No dividends shall be paid out of the capital of the Sub - Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub - Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub ub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable
Page 44
44
to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub - Fund’s assets and will be reflected in the Net Asset Value of the Shares.
Dividends payable to Shareholders of distributing Shares will be re - invested each month by subscription for additional Shares in the Sub - Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Dividend Policy for Class 5 - 8 and Class W ( Accumulating ) Shares
Dividends will not be paid on Classes 5 – 8 or Class W ( Accumulating ) as such classes are accumulating share classes. The net income (if any) attributable to the Class 5 – 8 Shares and Class W ( Accumulating ) shall be retained within the Sub - Fund and th e value of the Shares will vary accordingly.
Key Information For Purchasing and Redeeming
Base Currency
Sterling
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal business.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 £1,000,000 £1,000,000 None Class 2 £ 2 5,000,000 £ 2 5,000,000 None Class 3 £1 0 0,000,000 £1 0 0,000,000 None Class 4 £10,000,000 £10,000,000 None Class 5 £1,000,000 £1,000,000 None Class 6 £25,000,000 £25,000,000 None Class 7 £100,000,000 £100,000,000 None Class 8 £10,000,000 £10,000,000 None Class W (Accumulating) £500,000 £500,000 None Class W (Distributing) £500,000 £500,000 None
Page 45
45
Class 4 and Class 8 Shares a are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates.
Dealing Deadline
1 p.m. (Irish time) on each Dealing Day, except in the case of any Dealing Day occurring on 24 December a and/ d/or on 31 December in each calendar year, on which Dealing Days the Dealing Deadline shall be 12 p . m . (Irish time).
The Investment Manager reserves the right to advance the time of the Dealing Deadline on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadline will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund .
The Investment Manager reserves the right to alter the Dealing Deadline. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline is in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Issue Price for Class 1 - 8 Shares , Class W (Accumulating) Shares and Class W (Distributing) Shares
Net Asset Value per Share of the relevant C lass on the relevant Dealing Day.
Offer Period for Class 1 - 8 Shares , Class W (Accumulating) and Class W (Distributing) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Minimum Fund Size
£10 ,000,000.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 1 - 8 Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator on the Business Day immediately preceding the Dealing Day, unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of
Page 46
46
bank business on the Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the same Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redem ption documentation.
Settlement Date for Class W ( Accumulating ) and Class W ( Distributing ) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator on the Business Day immediately preceding the Dealing Day, unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day . If cleared funds are not received by the Fund’s close of b a nk business on the Business Day following the relevant Dealing Day , then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Valuation Point 6
1 p.m. (Irish time) on t the Business Day prior to the relevant Dealing Day. The Valuation Point may change if, on or prior to the Dealing Deadline on a Dealing Day, the Manager or its delegate determines that there has been a Valuation Deviation. In such circumstances, Sharehold ers and applicants for Shares should note that the Valuation Point for the purposes of requests to issue or redeem Shares received on or before the Dealing Deadline on that Dealing Day shall be 1 p.m. (Irish time) on the same Dealing Day. Furthermore, on the Dealing Day immediately following any day on which there has been a Valuation Deviation the Valuation Point shall also be 1 p.m. (Irish time) on the same Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub - Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares
6 Change to the Valuation Point takes effect as and from Dealing Day on 07 July 2025. The Valuation Point for Dealing Day on 04 July is 1 p.m. (Irish time) on the Dealing Day.
Page 47
47
Class 4 None Class 5 0.20% of the N Net Asset Value of the Class 5 Shares Class 6 0.15% of th e Net Asset Value of the Class 6 Shares Class 7 0.10% of th e Net Asset Value of the Class 7 Shares Class 8 None Class W (Accumulating) 0. 1 0% of the Net Asset Value of the Class W ( Accumulating ) Shares Class W (Distributing) 0. 1 0% of the Net Asset Value of the Class W ( Distributing ) Shares
The fees payable to the Depositary, the Administrator, the Investment Manager and the Distributor shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub - Fund to be borne by each class of Shares will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by fi rst the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operat ion of the Sub - Fund attributable to each class of Shares. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has b een given by the Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub - Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub - Fund on each Dealing Day dur ing a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub - Fund. No performance fees will be payable by the Sub - Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub - Fund including, but not limited to, investment management, administration, registration, transfer agency, custody, sub - custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi annual reports and other documents to the Shareholders, the c osts and expenses of obtaining authorisations or registrations of the Sub - Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub - Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effectin g or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub - Fund, any out - off- pocket expenses incurred by any of the service providers on behalf of the Sub - Fund, the establishment an d organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may
Page 48
48
arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expenses shall be paid out of the assets of the Sub - Fund.
Any other fees and expenses payable out of the assets of the Sub - Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub - Fund.
Exchange Charge
None.
Redemption Charge
None.
Liquidity Fees
The Sub - Fund may charge liquidity fees (by applying an anti - dilution levy) as further described in the Liquidity Management Procedures section in part 2 of the Prospectus.
Page 49
49
AVIVA INVESTORS US DOLLAR LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub - Fund is to offer returns in line with money market rates and to preserve the value of the investment. The performance of the Sub - Fund will be benchmarked ag ainst the Secured Overnight Financing Rate ( SOFR ) . 7
The Sub - Fund is an LVNAV Short Term Money Market Fund . The Sub - Fund is actively managed and its investments will include fixed or floating rate instruments including but not limited to commercial paper, term deposits, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset - backed securities and b onds. The investments shall be denominated in US Dollars and all of the Sub - Fund's assets may be invested in the above - listed investments which are issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentalit ies, supranational entities and US and non US corporations and financial institutions who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while n ot located in those jurisdictions, conduct substantial business in them as determined by the Investment Manager, including ( i) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends to manage the Sub - Fund according to its classification as a Short Term Money Market Fund and the restrictions imposed by recognised rating agencies in order to maintain an overall credit rating of Aaa which may include where applicable ensuring that the Sub - Fund's investments may have such ratings as may be required from time to time by the relevant rating agency to maintain the credit rating, or if unrated, be deemed to be of comparable quality by the Investment Manager.
The Investment Manager intends to manage the Sub - Fund in accordance with the ESG Considerations as detailed further below. The Sub - Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulat ion (EU) 2019/2088 , the Sustainabl e Finance Disclosure Regulation (the “SFDR”).
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, the Sub - Fund may invest up to 100% of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and lo cal administrations or their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third c ountry, the International Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
7 SOFR is a a benchmark interest rate that measures the cost of borrowing cash overnight collateralized by U.S. Treasury Securities. This benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
Page 50
50
The weighted average maturity of the Sub - Fund's investments will not exceed 60 days and in any event the Sub - Fund’s investments will have a residual maturity until the legal redemption date not exceeding 397 days. When calculating the weighted average matu rity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date (which shall be at least every 397 days). The weighted average life of the Sub - Fund’s investments will not exceed 120 days.
The Sub - Fund may invest up to 10% of it s Net Asset Value in other Short Term Money Market Funds.
The Sub - Fund may also hold ancillary liquid assets such as bank deposits.
The Sub - Fund is subject to and managed in accordance with the portfolio rules of Article 24 of the Money Market Fund Regulation.
Investment Restrictions
The investment restrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus.
The Sub - Fund may not invest more than 10% of its Net Asset Value in other Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such instances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits
The Sub - Fund may not borrow cash (this does not include temporary involuntary overdrafts) . The Sub - Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions within the limits laid down by the Central Bank from time to time, the Sub - Fund may invest in financial derivative instruments dealt in on a Market listed in Appendix II of the Prospectus and/or over the cou nter derivatives “OTCs” which will be used solely for the purposes of hedging interest rate or exchange rate risks inherent in other investments of the Sub - Fund The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories. Use of financial derivative instruments is subject to the conditions and limits laid down by the Central Bank and the requirements of the MMFR.
Before utilising financial derivative instruments, the Fund on behalf of the Sub - Fund shall file with the Central Bank a risk management process report. The Fund will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the
Page 51
51
risk and yield characteristics of the main categories of investments in financial derivative instruments.
Under the Regulations, the Sub - Fund may utilise financial derivative instruments subject to the following terms and conditions:-
1. The global exposure of the Sub - Fund relating to financial derivative instruments must not exceed its total net asset value;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money market instruments when combined where relevant with positions resulting from direct instruments must not exceed the investment limits specified under the heading Investment Restrictions above.
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
The Sub - Fund may also utilise repurchase agreements and reverse repurchase agreements, that fulfil the conditions of Article 14 and Article 15 respectively of the Money Market Fund Regulation respectively.
Further information on the use of financial derivatives instruments, reverse repurchase agreements and repurchase agreements is set out in Part 2 of the Prospectus.
Sustainability Disclosures
This Sub - Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
To be eligible for investment, all investment that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to perform ESG analysis on investments used for hedging and efficient portfolio management purposes.
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generate competitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub -Fund.
Further information regarding how the Investment Manager integrates ESG into its investment approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philosophy section of the Prospectus and on the Manager's website at https://www.avivainvestors.com/engb/about/responsible- investment/policies -and-documents/ .
Page 52
52
Rating Award
The Fund has obtained an “Aaa - mf” money market rating from Moody’s Investors Service (“Moody’s”) and an AAA m m f rating from Fitch Ratings ( “ Fitch ” ) for the Sub - Fund. When awarding this rating Moody’s and Fitch take into account, inter alia, the Sub - Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub - Fund's published objectives. The Directors intend to ope rate the Sub - Fund in accordance with Moody's and Fitch ’s requirements to maintain the rating awards. The rating was solicited or financed by the Sub - Fund or its Investment Manager.
Liquidity Management Procedures
The Sub - Fund will be managed in accordance with the Liquidity Management Procedures for LVNAV Short Term Money Market Funds as described in Part 2 of the Prospectus.
Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon US money market instruments . The Sub - Fund is suited to short - term cash investors who are looking for a highly liquid fund. Through its daily liquidity facility, the Sub - Fund is structured to give investors easy access to their cash whenever required .
The T Shares are suitable for investors who are familiar with distributed ledger technology and maintain a Digital Wallet in order to receive and hold Digital Tokens and wish to invest in T Shares in accordance with the tokenisation arrangements described in this Prospectus. Investors should also refer t to the “ Conditions for issue of T Shares and Digital Tokens ” described below in the section “ Token Classes ” in Part 2 of the Prospectus.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub - Fund is not a guaranteed investment. A subscription for Shares of the Sub Fund is not the same as placing funds on deposit with a bank or other deposit - taking body and the principal invested in the Sub - Fund is capable of fluctuation. The Sub - Fund does not rely on external support for guaranteeing the liquidity of the Sub - Fund or stabilising the NAV per share. The risk of loss of the principa l shall be borne by the Shareholder. The value of the Sub Fund may be affected by the creditworthiness of issuers of the Sub Fund's investments and, notwithstanding the policy of the Sub Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates or default by the issuer of securities held by the Fund.
Prospective investors looking to invest in the T share class should carefully consider the section entitled “Risk Factors Relating to the Token Share Classes and Digital Tokens”.
Dividend Policy
Dividend Policy for Class 1 - 4 , Class W (Distributing) and Class T Shares
Page 53
53
The Directors intend to declare all or substantially all of the net income of the Sub - Fund attributable to the Shares on each Dealing Day as a dividend to Shareholders of the Shares on the register of members as at the close of business on the relevant Dealing Day. Dividends of the Sub - Fund’s net income attributable to those Shares will be declared daily and payable monthly on or about the first Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sub - Fund. The D irectors may at their discretion adjust dividends to take account of realised and un realised profits on the disposal / valuation of investments as may be lawfully distributed less r realised/ d/ un realised losses (including fees and expenses) of the Sub - Fund. No dividends shall be paid out of the capital of the Sub - Fund.
Notwithstanding the above, the Directors may, at their discretion and if they consider it to be in the best interests of Shareholders of the Sub - Fund or relevant class of Shares, determine not to declare all or substantially all of the net income of the Sub ub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares. In the event that the Directors determine not to declare all or substantially all of the net income of the Sub Fund attributable to the Shares on a Dealing Day as a dividend to Shareholders of the Shares, any distributable net income not declared will remain in the Sub - Fund’s assets and will be reflected in the Net Asset Value of the Shares.
Dividends payable to Shareholders of distributing Shares will be re - invested each month by subscription for additional Shares in the Sub - Fund unless Shareholders specifically request that dividends be paid by telegraphic transfer. Additional Shares will be issued to Shareholders at a price calculated in t he same way as for other issues of the Shares on the same date. There is no minimum of such further Shares which may be so subscribed.
In the case of Shareholders who request the redemption of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of redemption is other than the first Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following the redemption. In the case of Shareholders who request the redemption of all of their Shares and the payment to them of accrued dividends, such dividends will be paid at the time of such redemption.
Dividend Policy for Class 5 - 8 and Class W (Accumulating) Shares
Dividends will not be paid on Classes 5 - 8 or Class W (Accumulating) as such classes are accumulating share classes. The net income (if any) attributable to the Class 5 - 8 and Class W (Accumulating) Shares shall be retained within the Sub - Fund and the value of the Shares will vary accordingly.
Key Information For Purchasing and Redeeming
Base Currency
US Dollar
Business Day and Dealing Day
Page 54
54
Every day (except a Saturday or a Sunday) t that the US Bond M a rkets (which follow the SIFMA Holiday S chedule) are open for normal business and in addition, every day (except a Saturday or a Sunday) on which banks in London are open for normal business .
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 1 USD $ 1,000,000 $ 1,000,000 None Class 2 USD $ 25,000,000 $ 25,000,000 None Class 3 USD $ 100,000,000 $ 100,000,000 None Class 4 USD $ 10,000,000 $ 10,000,000 None Class 5 USD $ 1,000,000 $ 1,000,000 None Class 6 USD $ 25,000,000 $ 25,000,000 None Class 7 USD $ 100,000,000 $ 100,000,000 None Class 8 USD $ 10,000,000 $ 10,000,000 None Class W USD (Accumulating) $ 50 0,000 $ 5 00 , 00 0 None Class W USD (Distributing) $ 50 0,000 $ 5 00 , 00 0 None Class T USD $ 1,000,000 $ 1,000,000 None
Class 4 and 8 Shares are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates. Share Class T is only available to those investors who satisfy the conditions for issue of Token Shares and Digital Tokens described in the section “Token Classes” in Part 2 of the Prospectus.
The Directors may for each relevant class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadline
1 p.m. (Irish t ime ) on each Dealing Day.
The Investment Manager reserves the right to advance the time of the Dealing Deadline on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by participants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadline will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund .
The Investment Manager reserves the right to alter the Dealing Deadline. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline is in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Interim Dealing Cycles
Subject to the section of the Prospectus entitled “Interim Dealing Cycles – Money Market Funds”, the Aviva Investors US Dollar Liquidity Fund intends to run one or more Interim Dealing Cycles on a Dealing Day as the Manager may from time to time determine.
Page 55
55
Issue Price for Class 1 - 4 Shares and Class W (Distributing) Shares
Net Asset Value per Share of the relevant C lass on the relevant Dealing Day.
Issue Price for Class 5 - 8 Share s and Class W (Accumulating) Shares
The Issue Price per Share of the relevant Class shall be $1 ,000 . 00 00 during the Initial Offer Period, and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Issue Price for Class T Shares
The Issue Price per Share of the relevant Class shall be $ 1 during the Initial Offer Period and thereafter the Net Asset Value per Share on the relevant Dealing Day.
Offer Period for Class 1 - 4 Shares and Class W (Distributing) Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class 5 - 8 Shares
The Initial Offer Period for each of Class 5 - 8 Shares will run from 9.00 am (Irish Time) on 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 or such a shorter or longer period as the Directors may determine on behalf of the Fund and notify to the Administrator for a class. Where the offer period is shortened or extended, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any Dealing day.
Offer Period for Class W ( Accumulating ) Shares and Class T Shares
The Initial Offer Period for the Class W ( Accumulating ) will run from 9.00 am ( Irish Time) on 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 and for the Class T Shares will run from 9.00 am (Irish Time) on 2 22 July 2026 to 5.00 pm (Irish Time) on 21 January 2027 or such a shorter or longer period as the Directors may determine on behalf of the Fund and notify to the Administrator for a class. Where the offer period is shortened or extended, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously avai lable for subscriptions on any D ealing day.
Minimum Fund Size
$ 10,000,000 .
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Page 56
56
Settlement Date for Class 1 - 8 Shares and Class T Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Dealing Day. If cleared funds are not received by the F Fund’s c close of bank business on the Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the same Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redem ption documentation.
Settlement Date for Class W ( Accumulating ) and Class W ( Distributing ) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day , then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Valuation Point
1.00 p.m. (Irish time) on the Business Day prior to the relevant Dealing Day. The Valuation Point may change if, on or prior to the Dealing Deadline on a Dealing Day, the Manager or its delegate determines that there has been a Valuation Deviation. In such circumstances, Shareholders and applicants for Shares should note that the V aluation Point for the purposes of requests to issue or redeem Shares received on or befo re the Dealing Deadline on that Dealing Day shall be 1.00 p.m. (Irish time) on the same De aling Day. Furthermore, on the D Dealing Day immediately following any day on which there has been a Valuationt Deviation t he Valuation Point shall also be 1.00 p.m. (Irish time) on the same Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub - Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Page 57
57
Class 1 0.20% of the Net Asset Value of the Class 1 Shares Class 2 0.15% of the Net Asset Value of the Class 2 Shares Class 3 0.10% of the Net Asset Value of the Class 3 Shares Class 4 0.00% of the Net Asset Value of the Class 4 Shares Class 5 0.20% of the Net Asset Value of the Class 5 Shares Class 6 0.15% of the Net Asset Value of the Class 6 Shares Class 7 0.10% of the Net Asset Value of the Cl ass 7 Shares Class 8 0.00% of th e Net Asset Value of the Class 8 Shares Class W (Accumulating) 0. 1 0% of the Net Asset Value of the Class W ( Accumulating ) Shares Class W ( Distribu ting) 0. 1 0% of the Net Asset Value of the Class W ( Distributing ) Shares Class T 0.20 % of the Net Asset Value of the Class T Shares
The fees payable to the Depositary, the Administrator, the I Investment M Manager , the Distributor , and in respect of the T Share Class , the fees payable to the Digital Custodian and the Tokenisation Platform Provider, shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub - Fund to be borne by each class of Share will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by fir st the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operati on of the Sub - Fund attributable to each class of Share. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set out above without prior Shareholder approval) by notice to the Fund, and the Fund will notify the holders of the relevant class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has been given by the Fu nd.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub - Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub - Fund on each Dealing Day dur ing a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub - Fund. No performance fees will be payable by the Sub - Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub - Fund including, but not limited to, investment management, administration, registration, the fees payable to the Digital Custodian and the Tokenisation Platform Provider in respect of the T Share Class , t transfer agency, custody, sub - custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi - annual reports and other documents to the Shareholders, the costs and expenses of obtaining authorisations or registrations of the Sub - Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
Page 58
58
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub - Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effectin g or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub - Fund, any out - off- pocket expenses incurred by any of the service providers on behalf of the Sub - Fund, the establishment an d organisation costs of the Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Fund. Such additional fees, costs or expe nses shall be paid out of the assets of the Sub - Fund.
Any other fees and expenses payable out of the assets of the Sub - Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub - Fund.
Exchange Charge
None.
Redemption Charge
None.
Liquidity Fees
The sub - fund may charge liquidity fees (by applying an anti - dilution levy) as further described in the liquidity management procedures section in part 2 of the prospectus.
Page 59
59
AVIVA INVESTORS STERLING STANDARD LIQUIDITY FUND
Investment Objective and Policies
The investment objective of the Sub - Fund is to offer returns in line with money market rates and to preserve the value of the investment. The performance of the Sub - Fund will be benchmarked against the SONIA rate. 8
The Sub - Fund is actively managed and will endeavo u r to achieve its objective by investing in a diversified portfolio of high grade Sterling denominated short term debt and debt related instruments described below which are traded on the Markets listed in Appendix II of the Prospectus or which are to be traded on such Markets within a year of being issued.
The Sub - Fund is a VNAV standard Money Market Fund and its investments will include fixed or floating rate instruments including commercial paper, term deposits, floating rate notes, certificates of deposit, freely transferable promissory notes, debentures, asset - backed securities , credit - linked notes and bonds. The investments shall be denominated in Sterling but may also be denominated in other currencies and hedged back to Sterling, and may be issued or guaranteed as to principal or interest by sovereign governments, their agencies and instrumentali ties, supranational entities and EU and non EU corporations and financial institutions who are incorporated or domiciled in, or listed or dealt on a Market located in those jurisdictions listed in Appendix II hereto or in securities of issuers that, while not located in those jurisdictions, conduct substantial business in them as determined by the Investment Manager, including (i) companies which have substantial assets in those jurisdictions or (ii) companies which derive a substantial portion of their total revenues from either goods and services produced in, or sales made in, those jurisdictions.
The Investment Manager intends where possible, to manage the Sub - Fund according to the restrictions imposed by F Fitch Ratings Inc. i in order to maintain an overall credit rating of AAAf.
The Investment Manager intends to manage the Sub - Fund in accordance with the ESG Considerations as detailed further below. The Sub - Fund seeks to promote, among other characteristics, environmental or social characteristics in line with Article 8 of Regulat ion (EU) 2019/2088 , the Sustainabl e Finance Disclosure Regulation (the “SFDR”).
In accordance with Regulation 17 (7) of the Money Market Fund Regulation, the Sub - Fund may invest up to 100% of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and lo cal administrations or their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a third c ountry, the International Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong.
8 The SONIA rate is the Sterling Overnight Index Average rate which is the average effective overnight interest rate for unsecured transactions in which British banks borrow sterling overnight from other financial institutions and institutional investors. Th is benchmark has been selected as a comparator for performance measurement because it is representative of the level of return that is achievable by investing in liquid money market securities.
Page 60
60
The Sub - Fund may invest up to 10% of its Net Asset Value in Short Term Money Market Funds.
The Sub - Fund may also hold ancillary liquid assets such as bank deposits.
The weighted average maturity of the Sub - Fund's investments will not exceed 180 days and in any event the Sub - Fund’s investments will have a residual maturity until the legal redemption date not exceeding 2 years provided that the time remaining until the next interest rate reset date is 397 days or less. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the Sub - Fund’s investments will not exceed 365 days.
The Sub - Fund is subject to and managed in accordance with t he portfolio rules of Article 25 of the Money Market Fund Regulation.
Investment Restrictions
The investment restrictions are as prescribed in the Money Market Fund Regulation as set out in Appendix IV of the Prospectus.
The Sub - Fund may not invest more than 10% of its Net Asset Value in Short Term Money Market Funds and no more than 5% of its Net Asset Value may be invested in the units or shares of any single Short Term Money Market Fund.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. In such inst ances an updated prospectus will be issued, in accordance with the requirements of the Central Bank.
Borrowing Limits The Sub - Fund may not borrow cash (this does not include temporary involuntary overdrafts) . The Sub - Fund may not lend to, or act as guarantor on behalf of third parties.
Efficient Portfolio Management
Subject to the Regulations and to the conditions within the limits laid down by the Central Bank from time to time, the Sub - Fund may invest in financial derivative instruments that are exchange traded, dealt on a Market listed in Appendix II of the Prospec tus, and/or over the counter derivatives “OTCs” which will be used solely for the purposes of hedging interest rate (including duration) and exchange rate risks inherent in other investments of the Sub - Fund . The underlying of such derivative instruments will be interest rates, foreign exchange rates, currencies or indices representing one of those categories. Use of financial derivative instruments is subject to the conditions and limits laid down by the Cen tral Bank and the requirements of the MMFR.
The Sub - Fund may also utilise repurchase agreements and reverse repurchase agreements which shall be within the conditions and the limits laid down by the Central Bank. The purpose of investing in the repurchase agreements is (i) the reduction of risk, (ii ) reduction of costs, and/ or (iii) the generation of additional capital or income to the Sub - Fund with no, or with an acceptably low level of risk. The Sub - Fund may also enter into reverse repurchase agreements
Page 61
61
for liquidity management purposes and to generate additional capital or income to the Sub Fund provided that it is within the conditions and limits laid down by the Central Bank.
Under the Regulations, the Sub - Fund may utilise financial derivative instruments subject to the following terms and conditions: -
1. The global exposure of the Sub - Fund relating to financial derivative instruments must not exceed its total net asset value;
2. The position exposure to the underlying assets of financial derivative instruments including embedded financial derivative instruments in transferable securities or money market instruments when combined where relevant with positions resulting from direct i instruments must not exceed the investment limits specified under the heading Investment Restrictions above.
3. Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.
The Sub - Fund may also utilise repurchase agreements and reverse repurchase agreements that fulfil the conditions of Article 14 and Article 15 respectively of the Money Market Fund Regulation respectively.
Further information on the use of financial derivatives instruments, reverse repurchase agreements and repurchase agreements is set out in Part 2 of the Prospectus.
Risk Management Process
The Manager on behalf of the Sub - Fund employs a risk management process which helps it to accurately measure monitor and manage the various risks associated with financial derivative instruments.
The Manager will on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments.
The Sub - Fund will only utilise financial derivative instruments which have been included in the risk management process report that has prepared and submitted to the Central Bank in accordance with their requirements.
Sustainability Disclosures
This Sub - Fund promotes environmental and social characteristics however does not have a sustainable investment objective.
To be eligible for investment, all investment s that are selected as part of the Investment Manager’s ESG analysis must follow good governance practices and not be excluded by the Investment Manager’s ESG Baseline Exclusions Policy or other issuer screening criteria. It may however not be possible to p erform ESG analysis on investments used for hedging and efficient portfolio management purposes.
Page 62
62
The Investment Manager actively engages with companies and use voting rights with the aim of positively influencing company behaviour and helping to generate competitive returns. The Investment Manager integrates qualitative and quantitative data on adverse sustainability impacts into its investment processes.
The ESG analysis and considerations described are incorporated into the investment process but may not always have a material impact on investments in the Sub - Fund.
Further information regarding how the Investment Manager integrates ESG into its investment approach (including information on its ESG Baseline Exclusions Policy) and how it engages with companies is available in the Responsible Investment Philosophy secti on of the Prospectus and on the Manager's website at https://www.avivainvestors.com/en gb/about/responsible - investment/policies - and - documents/ .
Rating Award
The Sub - Fund has obtained an AAAf rating from Fitch Ratings Inc. for the Sub - Fund. When awarding this rating Fitch Ratings take into account , inter alia, the Sub - Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sub - Fund's published objectives. The Directors intend to operate the Sub - Fund in accordance with Fitch Rating's requirements to maintain the rating award. The rating was solicited or financed by the Sub - Fund or its Investment Manager.
Profile of Typical Investor
A typical investor is an institutional investor looking for a low risk return based upon Sterling denominated government debt and deposits. The Sub - Fund is suitable for investors who are looking for a highly liquid fund. Through its daily liquidity facility, the Sub - Fund is structured to give investors easy access to their cash whenever required.
The level and duration of an investment will determine the class of Shares an investor may subscribe for.
Risk Factors
The general risk factors as set out in Part 2 of the Prospectus shall apply. In addition to the general risk factors outlined in Part 2 of the Prospectus, investors should also note that the Sub - Fund is not a guaranteed investment. A subscription for Shares of the Sub Fund is not the same as placing funds on deposit with a bank or other deposit - taking body and the principal invested in the Sub - Fund is capable of fluctuation. The risk of loss of the principal invested shall be borne by the Shareholder. The value of the Sub Fund may be affected by the creditworthiness of issuers of th e Sub Fund's investments and, notwithstanding the policy of the Sub Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates or default by the issuer of securities held by the Sub - Fund.
Dividend Policy
The Shares of the Sub - Fund are accumulation Shares and therefore carry no right to any
Page 63
63
dividend. The net income attributable to the Shares shall be retained within the Sub - Fund and the value of the Shares shall rise accordingly.
Key Information For Purchasing and Redeeming
Base Currency
Sterling
Business Day and Dealing Day
Every day (except a Saturday or a Sunday) on which banks in London are open for normal business.
Classes of Shares Minimum Initial Minimum Maximum Subscription Holding Holding
Class 5 £1,000,000 £1,000,000 None Class 6 £25,000,000 £25,000,000 None Class 7 £100,000,000 £100,000,000 None Class 8 £10,000,000 £10,000,000 None Class W (Accumulating) £500,000 £500,000 None
Class 8 Shares are only available to those investors who have a separate investment mandate with the Investment Manager or any of its affiliates.
The Directors may for each relevant Class of Shares waive such Minimum Initial Subscription and/or Minimum Holding amounts in their absolute discretion.
Dealing Deadline
1 p.m. (Irish time) on each Dealing Day except in the case of any Dealing Day occurring on 24 December and/or on 31 December in each calendar year, on which Dealing Days the Dealing Deadline shall be 12 p.m. (Irish time).
The Investment Manager reserves the right to advance the time of the Dealing Deadline for subscriptions and redemptions on any Business Day such as a Business Day when the principal bond markets close early in advance of a holiday customarily observed by p articipants in such markets or in the case of the happening of an event outside the control of the Fund which precipitates the early closing of the principal bond markets. Prior notification of the revised Dealing Deadlines will be sent by email or by post to Shareholders unless it is not possible to do so in the case of the happening of an event outside the control of the Fund.
The Investment Manager reserves the right to alter the Dealing Deadline for subscriptions and redemptions. Prior notification of the revised Dealing Deadline shall be sent by email or by post to Shareholders in the event that the revised Dealing Deadline i s in place on a temporary basis. If introduced on a permanent basis, the Prospectus will be updated and Shareholders will be notified in advance of such changes.
Minimum Fund Size
Page 64
64
£10,000,000.
Issue Price for Class 5 - 8 Shares
Net Asset Value per Share of the relevant C lass on the relevant Dealing Day.
Issue Price for Class W (Accumulating) Shares
The Issue Price per Share of the relevant Class shall be £1,000.0000 during the Initial Offer Period, and thereafter the Net Asset Value per Share of the relevant Class on the relevant Dealing Day.
Offer Period for Class 5 - 8 Shares
Shares are continuously available for subscriptions on any Dealing Day.
Offer Period for Class W (Accumulating) Shares
The Initial Offer Period for Class W (Accumulating) Shares w will run from 9.00 am (Irish Time) on 3 October 2023 to 5.00 pm (Irish Time) on 3 January 202 6 or such a shorter or longer period for each Class as the Directors may determine on behalf of the Sub - Fund (in accordance with the requirements of the Central Bank) and notify to the Administrator for a class. Where the offer period is shortened or extend ed, the Fund will notify the Central Bank, where required, in accordance with the Central Banks requirements. After the Initial Offer Period, shares will be continuously available for subscriptions on any dealing day.
Minimum Initial Subscription and Minimum Holding
The Minimum Initial Subscription and Minimum Holding in respect of each class of Shares shall be as set out above, or such lower amount as the Directors may from time to time determine.
Settlement Date for Class 5 - 8 Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day, unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation.
Page 65
65
Settlement Date for Class W (Accumulating) Shares
In the case of subscription(s), a completed Subscription Form (and in the case of an initial investment, a completed Application Form) must have been received and accepted by the Fund care of the Administrator before the Dealing Deadline for the relevant D ealing Day unless otherwise approved by the Directors and provided the completed Subscription Form is received before the relevant Valuation Point. Cleared funds must be received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day. If cleared funds are not received by the Fund’s close of bank business on the Business Day following the relevant Dealing Day, then any interest costs and/or directly related charges will be reimbursed by the subscriber unless otherwise agreed by the Directors at their absolute discretion.
In the case of redemptions, proceeds will usually be paid by telegraphic transfer to a specified account at the Shareholder’s risk on the Business Day following the relevant Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed redemption documentation .
Valuation Point
1 p.m. (Irish time) on each Dealing Day.
Fees and Expenses
The Manager shall be entitled to receive out of the assets of the Sub - Fund different fees for each class of Shares as set out below.
Class of Shares Annual Charges and Expenses
Class 5 0.20% of th e Net Asset Value of the Class 5 Shares Class 6 0.15% of th e Net Asset Value of the Class 6 Shares Class 7 0.10 % of th e Net Asset Value of the Class 7 Shares Class 8 None Class W (Accumulating) 0. 1 5 % of the Net Asset Value of the Class W (Accumulating) Shares
The Directors reserve the right to reduce or waive the above charges from time to time.
The fees payable to the Depositary, the Administrator, the Investment Manager and the Distributor shall be paid by the Manager out of its fee.
The total fees and expenses of the Sub - Fund to be borne by each class of Shares will currently be limited by the Manager to an amount equivalent to the fees payable to the Manager as set out above (the “Fixed Rate”). The Manager will absorb (directly by fi rst the waiver of its fees and to the extent necessary reimbursing the other operating costs of each class of Shares), any additional fees, ordinary costs or expenses over the Fixed Rate that may arise in respect of the actual cost of management and operat ion of the Sub - Fund attributable to each class of Shares. The Manager may from time to time elect to increase the Fixed Rate of any class of Shares (provided that it may not increase the aggregate fees payable to itself and the Investment Manager as set o ut above without prior Shareholder approval) by notice to the Sub - Fund, and
Page 66
66
the Sub - Fund will notify the holders of the relevant Class of Shares if the Fixed Rate is to be increased and the increase shall take effect 90 days after such notice has been given by the Sub Fund.
Fees will be accrued on each Dealing Day, be payable monthly in arrears and be calculated with reference to the average net assets of the Sub - Fund on a monthly basis (i.e. which equals the aggregate of the net assets of the Sub - Fund on each Dealing Day dur ing a calendar month divided by the number of Dealing Days in that calendar month). The Manager and the Investment Manager shall also be entitled to be repaid all of its reasonable costs and out of pocket expenses out of the assets of the Sub - Fund. No performance fees will be payable by the Sub - Fund to the Manager or the Investment Manager.
The Fixed Rate covers all other fees, costs and expenses connected with the management and operation of the Sub - Fund including, but not limited to, investment management, administration, registration, transfer agency, custody, sub - custody (which fees will be at normal commercial rates) and transfer fees and other fees and expenses incurred in relation to preparing, translating, printing, publishing and distributing the Prospectus, annual and semi annual reports and other documents to the Shareholders, the c osts and expenses of obtaining authorisations or registrations of the Sub - Fund with any regulatory authority in any jurisdiction, professional fees and expenses, annual audit fees and Directors’ fees.
The Fixed Rate excludes withholding, stamp duty or other taxes on the investments of the Sub Fund, commissions and brokerage fees incurred with respect to the Sub - Fund’s investments, interest on borrowings and bank charges incurred in negotiating, effectin g or varying the terms of such borrowings, any commissions charged by intermediaries in relation to an investment in Shares of the Sub - Fund, any out - off- pocket expenses incurred by any of the service providers on behalf of the Sub - Fund, the establishment an d organisation costs of the Sub - Fund set out in Part 2 of the Prospectus and such extraordinary or exceptional costs and expenses (if any) as may arise from time to time, such as material litigation in relation to the Sub - Fund. Such additional fees, costs or expenses shall be paid out of the assets of the Sub - Fund.
Any other fees and expenses payable out of the assets of the Sub - Fund are set out in Part 2 of the Prospectus.
Preliminary Charge
No preliminary charge will be payable on the issue of Shares in the Sub - Fund.
Exchange Charge
None.
Redemption Charge
None.
Page 67
67
Page 68
68
PART 2
_______________________________________________________________
MANAGEMENT OF THE FUND
Aviva Investors Liquidity Funds plc
Directors of the Fund
The Directors of the Fund are described below: -
Ms. Denise Kinsella (Irish Resident)
Ms. Kinsella (Irish) is an experienced independent non - executive director and chairperson of a number of asset management companies and funds. She has over 30 years’ experience in international financial services. She is a former partner of Dillon Eustace Solicitors (1999 to 2005) p rior to which (1988 to 1999) she held senior executive roles at Bank of Ireland including Head of Client Services and Head of Legal Affairs at Bank of Ireland Securities Services (since acquired by Northern Trust) and, in Bank of Ireland Asset Management, as a Senior Manager. Denise is a past Chairperson of Irish Funds, the Irish funds industry association and its legal and regulatory sub - committee and represented the industry on a number of key funds industry working groups including An Taoiseach's International Financial Services Committee and FEFSI (now EFAMA). She served on the Committee on Collective Investment Governance formed by the Central Bank of Ireland to develop recommendations for good governance practice for funds. Ms. Kinsella was consulting editor to "Collective Investment Schemes in Luxembourg, Law and Practice" published by Oxford University Press and has lectured on financial services law at the Law Society of Ireland. She graduated in law from T Trinity College Dublin (1983), was admitted as a solicitor by the Law Society of Ireland (1987) and holds a diploma in company direction from the Institute of Directors (UK) (2011). She is a founding member and past Director of the Irish funds’ industry charity, basis.point.
Ms. Deirdre Gormley (Irish Resident)
Deirdre Gormley (Irish) is an independent investment fund director with over 30 years' experience in the asset management and investment funds industry, having held senior executive and board positions in large international organizations. In her previous executive roles Ms Gormley was responsible for a wide range of investment management, business development, governance and regulatory activities. She was involved in product management for Irish, Luxembourg and Dutch domiciled investment products. Ms Go rmley is the former CEO/Head of Management Company for Northern Trust Asset Management in Dublin Ireland. In this role she was responsible for the management of UCITS and IPM business which included Money Market, Equity, Fixed Income and ETF products. S he was responsible for the Northern Trust Fund Managers Ireland branches in Europe and the oversight of delegated service providers. Prior to this role Deirdre spent 12 years with Pioneer Investment Limited (now Amundi Ireland Limited) as Head of Product and Marketing Services. Prior to joining Pioneer Deirdre held various senior management posts with JPMorgan both in Dublin and New York covering a range of operational and client relationship roles. Deirdre has a Bachelor of Science degree in Finance fro m Marist College in Poughkeepsie, New York.
Page 69
69
Mr. Anthony Callcott
Anthony Callcott is Head of UK Liquidity, Client Solutions, and is responsible for the strategy, retention and growth of business into offf- shore liquidity funds for Aviva Investors. He primarily focuses on the UK corporate and institutional space and maintaining the correct framework within which business operates. Prior to joining Aviva Investors, Anthony Callcott held senior management roles at ICAP and SunGard with the responsibility of building MMF portals and taking them to market, including: due diligence and department setup; new business; sales pipeline development and relationship management for UK France, and Benelux; client deployment logistics and staff management. He joined the investment industry after an initial career in ecommerce a nd interbank broking, which began in 1988.
Mr. Martin Bell
Mr Bell is the Director of Global Funds Services, which was created in April 2017 to bring together the activities of the UK and Luxembourg Management Companies covering all Aviva Investors regulated funds business. Prior to moving into the Head of GFS role, Mr Bell was instrume ntal in building and leading the GFS Investment Oversight team with responsibility for the OEIC, SICAV, TTF, Liquidity Funds and AIFM Fund ranges. The GFS Investment Oversight team is responsible for the oversig ht of the internal and external Investment Managers with a total of £150bn AUM. Mr Bell was previously responsible for the Integration of the Friends Life Assets into the Aviva Investors Investment Strategy and Operating Model. He was a key SME on the OBOE Project to land £60bn of Client assets at Aviva Investors.
Mr Bell has spent time in both Asset Management and Investment Banking. His first role in Asset Management was Asset Allocation with Merrill Lyn ch Investment Management, from where he moved to Morgan Stanley, spending ten years in the Portfolio Products Team. He moved back to Asset Management as Head of the Investment Transitions team at Aviva Investors. Mr Bell holds a Bachelor of Arts degree in Financial Services and a Postgr aduate Diploma in Strategy & Innovation from Said Business School, University of Oxford. He is an Associate of the CFA Society of the UK and holds the IMC.
No Director has:
(i) any unspent convictions in relation to indictable offences; or
(ii) been a director of any company or partnership which, while he was a director with an executive function or partner at the time of or within the 12 months preceding such events, been declared bankrupt, went into receivership, liquidation, admin istration or voluntary arrangements; or
(iii) been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies); or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of affairs of any company.
For the purposes of this Prospectus, the address of all the Directors is the registered office of the Fund.
The Fund has appointed the Manager as its UCITS management company.
Page 70
70
The Manager has delegated the day to day investment management and administration of the Fund to the Investment Manager and the Administrator respectively. Consequently, all Directors of the Fund are non - executive.
The Manager
Aviva Investors Luxembourg S.A., whose registered office is situated at 2, rue du Fort Bourbon, L - 1249 Luxembourg, is a company established under the laws of the Grand Duchy of Luxembourg and is a wholly owned subsidiary of Aviva Investors Holdings Limited . Aviva Investors Luxembourg is subject to the supervision of the Commission de Surveillance du Secteur Financier. As at 31 March 2021 Aviva Investors Luxembourg S.A. had € 78,468,726,653 in assets under management. Aviva Investors Luxembourg S.A. was incorporated on the 9 of March 1987.
The Manager has responsibility for investment management services, administrative services and distribution services. As detailed futher below t he Manager has delegated to third parties some or all of its responsibilities, subject to applicable laws and the consent and supervision of the Board.
For example, so long as it retains control and supervision, the Manager can appoint one or more investment managers to handle the day - to - day management of the Fund’s assets, or one or more advisors to provide investment information, recommendations and res earch concerning prospective and existing investments.
Directors of the Manager
The Directors of the Manager are described below: -
Management Board
Mrs . Victoria Kernan
Mrs Kernan is Head of Transfer Agency oversight for Aviva Investors and is also one of the Manager’s conducting officers. Mrs. Kernan j joined Aviva Investors Luxembourg in 2009 and has been primarily responsible for the outsourcing of core Transfer Agency activity. She established the framework for the Vendor Management process in Luxembourg.
Mrs. Kernan h has been working in the fund industry for 20 years and has held various positions with previous employers including State Street and Deutsche Bank. She has the benefit of a detailed operations perspective as both the service provider (Fund Administrator/C ustodian) and as the client (Investment Manager), in both Irish, Luxembourgish and the UK regulatory jurisdictions.
Mrs. Kernan is fluent in French and can work proficiently in this language. Victoria holds a degree in Languages and Export Management from Edinburgh Napier University.
Mrs. Justine Losic
Mrs Losic is Head of Fund Accounting and Valuation for Aviva Investors and is also one of
Page 71
71
the Manager’s conducting officers. Mrs. Losic joined Aviva Investors Luxembourg in 2018 and has been working in the Fund Accounting and Valuation team since then. In 2023, she became Head of Valuation and established the framework for the Valuation process in Luxembourg.
Mrs Losic has 11 years’ experience in the fund industry, with a strong focus on valuation, fund accounting and fund administration. She has previously held roles within a fund administration service provider, giving her a comprehensive understanding of fund adminis tration activities from both the service provider and client perspectives.
Mrs Losic has been ACCA qualified since 2019 and holds a Master’s degree in Economics and Finance from the Université catholique de Louvain (Belgium).
Mrs. Sophie Vilain
Sophie Vilain is the Head of Risk and conducting officer of the Management Company responsible for risk management.
Mrs Vilain is graduated from HEC Montréal Business School (QC, Canada). Mrs Vilain has over 10 years’ experience in the funds’ industry. After 5 years working at Pricewaterhouse Coopers Luxembourg, initially as auditor and then as Senior Advisor for the Risk & Compliance Advisory Services area, Mrs Vilain joined the Risk department of a Management Company, covering both inhouse and third - party UCITS and AIFs. After 3 years, she j oined Aviva Investors Luxembourg in 2018 as Risk Manager and became Head of Risk in 2019.
Mrs . Cindy Joller
Cindy Joller is the Chief Compliance Officer and conducting officer of the Management Company responsible for compliance, complaints handling and anti - money laundering and terrorism financing.
Mrs Joller has 15 years’ experience in the funds’ industry. After 5 years working for a third party Luxembourg Management Company, she joined Aviva Investors in 2013 as Legal Counsel, responsible for developing and managing all legal areas for Aviva Investors Luxembourg and the funds under management (UCITS, Irish MMFs and AIFs), monitoring applicable regulatory changes and providing effective proposals to address such changes. She has been acting as a primary liaison with regulators for Aviva Investors Luxembourg since 2013. Mrs Joller has also been a director of the main Luxembourg regulated funds under management of Aviva Investors Luxembourg between 2020 and 2022.
Mrs Joller holds a Master Degree in French and International Business Law from the Faculty of International Affairs of the University of Le Havre (France) and a postgraduate degree in Luxembourg Law (“Cours Complémentaires en Droit Luxembourgeois”) from th e Faculty of Law, Economics and Science of the University of Luxembourg .
Mr. Matteo Sbrolla
Matteo is the c onducting o fficer of the Management Company in charge for i nvestment m anagement, b b ranches and d istribution & m arketing.
Page 72
72
Matteo has 20 years of experience in the industries from accounting to middle office and front office and in different jurisdictions. After starting in Dublin, he then moved to Montreal and since 2018 he is in Luxembourg. Since 2018 Matteo has covered diffe ferent c onducting o fficers mandates from fu fund a ccounting to v aluation, from i nvestment m anagement to d istribution giving him a strong understanding of the full fu fund lifecycle.
Matteo holds a BA in International Business and Finance from the Nottingham Trent University and Master in Business Studies from the University College of Dublin.
Supervisory Board
Mr. Martin Bell
Mr Bell is the Director of Global Funds Services, which was created in April 2017 to bring together the activities of the UK and Luxembourg Management Companies covering all Aviva Investors regulated funds business. Prior to moving into the Head of GFS rol e, Mr Bell was instrumental in building and leading the GFS Investment Oversight team with responsibility for the OEIC, SICAV, TTF, Liquidity Funds and AIFM Fund ranges. The GFS Investment Oversight team is responsible for the oversight of the internal and exte rnal Investment Managers with a total of £150bn AUM. Mr Bell was previously responsible for the Integration of the Friends Life Assets into the Aviva Investors Investment Strategy and Operating Model. He was a key SME on the OBOE Project to land £60bn of Client assets at Aviva Investors.
Mr Bell has spent time in both Asset Management and Investment Banking. His first role in Asset Management was Asset Allocation with Merrill Lynch Investment Management, from where he moved to Morgan Stanley, spending ten years in the Portfolio Products Team . He moved back to Asset Management as Head of the Investment Transitions team at Aviva Investors. Mr Bell holds a Bachelor of Arts degree in Financial Services and a Postgraduate Diploma in Strategy & Innovation from Said Business School, University of Oxford. He is an
Truncated: This annotation is too large to fit.
View the raw JSON.
{
"annotation_id": "aa9c3fed-1300-45a5-a542-05f9ced2d935",
"date_created": "2026-08-23T17:44:29.398000Z",
"date_modified": "2026-08-23T17:44:29.398000Z",
"file_hash": "a279fc2576ba45d2eff91bb72acb28703fed37225f0e2db56667625452fb06a1",
"private": false,
"record": {
"attributes": {
"chunk_type": "page_range",
"end_page": 230,
"start_page": 1
},
"blocks": [
{
"block_type": "box",
"box": {
"height": 9,
"width": 5,
"x": 497,
"y": 928
},
"id": "f3e062a5-a8db-406a-9c71-1e92f6213af9",
"page_number": 1,
"text": "1"
},
{
"block_type": "box",
"box": {
"height": 15,
"width": 361,
"x": 319,
"y": 108
},
"id": "2c762a62-792f-4ca8-8437-5bbdd46ed852",
"page_number": 1,
"text": "Aviva Investors Liquidity Funds plc"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 191,
"x": 123,
"y": 146
},
"id": "ffc2c9d9-a312-4dfc-b661-48a182e592a8",
"page_number": 1,
"text": "(An umbrella type open"
},
{
"block_type": "box",
"box": {
"height": 1,
"width": 5,
"x": 315,
"y": 152
},
"id": "5fdbe008-4bac-4aab-b454-e0508f74a6d7",
"page_number": 1,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 561,
"x": 321,
"y": 146
},
"id": "c2217835-7a50-48bd-a1dd-17e6b346e81f",
"page_number": 1,
"text": "ended investment company with variable capital and with segregated"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 167,
"x": 387,
"y": 162
},
"id": "d4f2a49b-2c13-46a8-8758-53a1cd667c66",
"page_number": 1,
"text": "liability between sub"
},
{
"block_type": "box",
"box": {
"height": 1,
"width": 5,
"x": 555,
"y": 168
},
"id": "a87dd9b0-b129-43e1-a19f-654b9437fa17",
"page_number": 1,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 50,
"x": 562,
"y": 162
},
"id": "6751260f-9338-47e1-a8e1-dfe99eb95627",
"page_number": 1,
"text": "funds)"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 706,
"x": 149,
"y": 211
},
"id": "db027b29-4c0b-4d55-8858-ba769419d553",
"page_number": 1,
"text": "A company incorporated with limited liability as an investment company with variable"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 516,
"x": 241,
"y": 228
},
"id": "c4bb57e9-a48d-43da-9e5a-c98d1a5d9064",
"page_number": 1,
"text": "capital under the laws of Ireland with registered number 356697"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 397,
"x": 301,
"y": 294
},
"id": "c9020aa0-1ece-4b91-bc26-67175b41f888",
"page_number": 1,
"text": "GERMAN CONSOLIDATED PROSPECTUS"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 51,
"x": 348,
"y": 342
},
"id": "64520c9a-0767-4dba-8e41-f6bf45a04665",
"page_number": 1,
"text": "This P"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 149,
"x": 399,
"y": 342
},
"id": "60b8809b-d593-492a-b286-bc4171e64ba8",
"page_number": 1,
"text": "rospectus is dated"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 9,
"x": 548,
"y": 343
},
"id": "156d7a64-ccad-461e-9cad-377af3337d86",
"page_number": 1,
"text": "2"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 9,
"x": 558,
"y": 343
},
"id": "7ec98c86-9ce7-43e6-b97b-d0f69771e94f",
"page_number": 1,
"text": "9"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 38,
"x": 573,
"y": 342
},
"id": "cf14b409-67d1-46a5-a1d4-42b2934b94ef",
"page_number": 1,
"text": "July"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 39,
"x": 612,
"y": 343
},
"id": "e8efee9c-28b9-493c-8117-530f72927c16",
"page_number": 1,
"text": "2026"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 138,
"x": 121,
"y": 460
},
"id": "a5262fe5-32fe-4b71-993c-f477727703de",
"page_number": 1,
"text": "The Directors of"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 311,
"x": 259,
"y": 460
},
"id": "7bea3352-39a7-4c71-a976-290f4d5b4245",
"page_number": 1,
"text": "Aviva Investors Liquidity Funds plc"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 193,
"x": 575,
"y": 460
},
"id": "32f63363-1975-472f-8566-fae74a112801",
"page_number": 1,
"text": "whose names appear in"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 52,
"x": 769,
"y": 460
},
"id": "48200433-d46a-4cd6-b93b-0efa683b7686",
"page_number": 1,
"text": "Part 2"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 56,
"x": 828,
"y": 461
},
"id": "bf024126-cb42-47e5-9e81-12a19c6a47e0",
"page_number": 1,
"text": "accept"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 476
},
"id": "9a28e287-ef8f-4d7d-b3e9-b9dfaaa8a646",
"page_number": 1,
"text": "responsibility for the information contained in this Prospectus. To the best of the knowledge"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 493
},
"id": "aafe2662-9339-4035-9539-1db05bf59a4b",
"page_number": 1,
"text": "and belief of the Directors (who have taken all reasonable care to ensure such is the case), the"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 479,
"x": 121,
"y": 509
},
"id": "357f2275-d699-4568-9433-31e178d5a545",
"page_number": 1,
"text": "information contained in this document is in accordance"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 281,
"x": 603,
"y": 509
},
"id": "f4a690a1-5c17-44d3-a672-0906a07c36d9",
"page_number": 1,
"text": "with the facts and does not omit"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 449,
"x": 121,
"y": 525
},
"id": "8e160a84-bb1a-42f6-a668-ca0bbc3efe3f",
"page_number": 1,
"text": "anything likely to affect the import of such information."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 133,
"x": 410,
"y": 624
},
"id": "7cff5696-d8dc-40af-938e-99275841f041",
"page_number": 1,
"text": "A\u0026L Goodbody"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 35,
"x": 548,
"y": 624
},
"id": "1a3f7368-d7d6-4a01-8d6d-010a6b8a7ba7",
"page_number": 1,
"text": "LLP"
},
{
"block_type": "box",
"box": {
"height": 4,
"width": 3,
"x": 585,
"y": 632
},
"id": "76887d60-7e28-4404-8a39-749bb33196a8",
"page_number": 1,
"text": ","
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 25,
"x": 415,
"y": 640
},
"id": "0c113127-d673-43c0-88cd-ed8a7f2d2662",
"page_number": 1,
"text": "25 N"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 145,
"x": 439,
"y": 640
},
"id": "6f9ac5f0-8303-4156-8ae2-1dd735944fe7",
"page_number": 1,
"text": "North Wall Quay,"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 69,
"x": 464,
"y": 657
},
"id": "ea5bf37b-89ea-4064-86b7-ef81596feaad",
"page_number": 1,
"text": "Dublin 1"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 83,
"x": 458,
"y": 673
},
"id": "efd96a93-6c09-4c04-8142-26ee335e2c63",
"page_number": 1,
"text": "D01 H104"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 62,
"x": 471,
"y": 689
},
"id": "1318778f-e8d2-48a6-91cf-f8130e162298",
"page_number": 1,
"text": "Ireland"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 763,
"x": 121,
"y": 804
},
"id": "f8f9e733-36c5-49bb-9937-66465fee21bf",
"page_number": 1,
"text": "PLEASE NOTE THAT THIS PROSPECTUS CONTAINS INFORMATION RELATING TO"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 763,
"x": 121,
"y": 821
},
"id": "8a794869-dbb3-493d-88a3-dacf2656f40b",
"page_number": 1,
"text": "THE FUNDS AUTHORISED FOR DISTRIBUTION IN GERMANY AND IS FOR"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 338,
"x": 121,
"y": 837
},
"id": "41ff379d-b7fa-4714-adcc-dbca7191ae78",
"page_number": 1,
"text": "DISTRIBUTION IN GERMANY ONLY."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 9,
"x": 495,
"y": 928
},
"id": "a7142726-0c66-43e8-8d21-e277de25e885",
"page_number": 2,
"text": "2"
},
{
"block_type": "box",
"box": {
"height": 15,
"width": 361,
"x": 319,
"y": 89
},
"id": "9ffd9160-ea5b-4367-8313-7294c56c11ad",
"page_number": 2,
"text": "Aviva Investors Liquidity Funds plc"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 109,
"x": 445,
"y": 124
},
"id": "6e90aea5-f214-4cb5-9331-7ac0ca1dbe29",
"page_number": 2,
"text": "(the \u201cFund\u201d)"
},
{
"block_type": "box",
"box": {
"height": 0,
"width": 423,
"x": 288,
"y": 153
},
"id": "58a1a298-6636-4d80-b9de-e4b21d32e5db",
"page_number": 2,
"text": "__________________________________________"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 173
},
"id": "bc21f62b-4316-46d2-887a-504552422741",
"page_number": 2,
"text": "The value of and income from Shares in the Fund may go up or down and you may not"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 763,
"x": 121,
"y": 190
},
"id": "d774991e-11b3-464d-8d90-832f8fa7a930",
"page_number": 2,
"text": "get back the amount you have invested in the Fund. Please see the risk factors described"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 356,
"x": 121,
"y": 206
},
"id": "4406f36d-cca6-4d83-ab9d-b8876460a1d7",
"page_number": 2,
"text": "under the heading \u201cRisk Factors\u201d below."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 239
},
"id": "9c962140-e4eb-40d3-8be8-cd70f93fb6e4",
"page_number": 2,
"text": "The difference at any one time between the sale and redemption price of Shares means"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 530,
"x": 121,
"y": 255
},
"id": "23ecd2b5-0bd9-41a4-a7ec-940ca8015877",
"page_number": 2,
"text": "that the investment should be viewed as medium to long term."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 288
},
"id": "80a24ecd-1d15-4e54-9680-220437bfb4cc",
"page_number": 2,
"text": "If you are in any doubt about the contents of this Prospectus you should consult your"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 650,
"x": 121,
"y": 304
},
"id": "49a4032b-cf77-45b4-b76e-71971b5ab22e",
"page_number": 2,
"text": "stockbroker, bank manager, solicitor, accountant or other financial adviser."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 337
},
"id": "9a3a7be2-0976-4ce9-aada-3ba7f32ab4af",
"page_number": 2,
"text": "Retail investors must subscribe for or redeem Shares through an independent financial"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 763,
"x": 121,
"y": 354
},
"id": "d190f703-31eb-468b-b3f1-c13b9b73bd2d",
"page_number": 2,
"text": "adviser or other intermediary. However, this should not result in such investors paying"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 610,
"x": 121,
"y": 370
},
"id": "317ff44b-5383-4929-b699-6aeefde1bc15",
"page_number": 2,
"text": "more fees than otherwise would have been paid for a direct investment."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 418,
"x": 121,
"y": 403
},
"id": "6328e7d2-3c77-432a-8286-95556db3d598",
"page_number": 2,
"text": "Certain of the Short Term Money Market Sub"
},
{
"block_type": "box",
"box": {
"height": 2,
"width": 6,
"x": 540,
"y": 408
},
"id": "897d207f-6e20-4a81-acfa-6900a1ad8a74",
"page_number": 2,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 337,
"x": 547,
"y": 403
},
"id": "96526411-346c-47f8-8bf2-8e08e638bd5d",
"page_number": 2,
"text": "Funds have availed of the derogation"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 419
},
"id": "215fb1ca-421b-4dc9-ae9d-6f2367ab0387",
"page_number": 2,
"text": "provided for under Regulation 17 (7) of the Money Market Fund Regulation and may, in"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 292,
"x": 121,
"y": 436
},
"id": "b110beb9-ec61-404e-bce0-9416c70cc6a6",
"page_number": 2,
"text": "accordance with the principle risk"
},
{
"block_type": "box",
"box": {
"height": 2,
"width": 5,
"x": 414,
"y": 441
},
"id": "dde10725-c029-4a23-b9d6-1ab4490dcd35",
"page_number": 2,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 463,
"x": 421,
"y": 436
},
"id": "aa53adfa-ed71-4f8f-bf43-da78d51a722f",
"page_number": 2,
"text": "spreading, up to 100% of its assets in different money"
},
{
"block_type": "box",
"box": {
"height": 7,
"width": 16,
"x": 121,
"y": 455
},
"id": "aeeea9a5-c425-4183-a31c-e9bf4c2eae07",
"page_number": 2,
"text": "m"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 746,
"x": 138,
"y": 452
},
"id": "dfd0bac7-585f-44e4-ad9f-e4734e24298f",
"page_number": 2,
"text": "arket instruments issued or guaranteed separately or jointly by the European Union,"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 468
},
"id": "575f3ae4-b9fb-4cf9-80f7-6fff23de4a12",
"page_number": 2,
"text": "the national, regional and local administrations or their central banks, the European"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 763,
"x": 121,
"y": 485
},
"id": "5f327231-fec6-4478-a0f6-22edfac2f92c",
"page_number": 2,
"text": "Central Bank, the European Investment Bank, the European Investment Fund, the"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 84,
"x": 121,
"y": 501
},
"id": "a3c80fc5-369e-423b-a2d9-36529264e211",
"page_number": 2,
"text": "European"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 667,
"x": 217,
"y": 501
},
"id": "b402ab9b-e15c-4ada-9910-3d7e3c6f1c7a",
"page_number": 2,
"text": "Stability Mechanism, the European Financial Stability Facility, a central"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 763,
"x": 121,
"y": 518
},
"id": "7e4159d6-1748-4736-b858-c76da5453590",
"page_number": 2,
"text": "authority or central bank of a third country, the International Monetary Fund, the"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 534
},
"id": "c3aa5491-0f7d-43e6-a1f2-637d72d658bd",
"page_number": 2,
"text": "International Bank for Reconstruction and Development, the Council of Europe"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 201,
"x": 121,
"y": 551
},
"id": "3fbbab28-783a-404b-808c-9e80a2e17baf",
"page_number": 2,
"text": "Development Bank, the"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 555,
"x": 329,
"y": 550
},
"id": "fe939eb4-45fd-4b30-a46f-84de319f0cb8",
"page_number": 2,
"text": "European Bank for Reconstruction and Development, the Bank"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 763,
"x": 121,
"y": 567
},
"id": "94db0721-5afd-4795-bd0a-d8600cb026f5",
"page_number": 2,
"text": "for International Settlements, or any other relevant international financial institution or"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 502,
"x": 121,
"y": 583
},
"id": "65c3729f-4edf-44a4-9794-84d51c3426d2",
"page_number": 2,
"text": "organisation to which one or more Member States belong."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 762,
"x": 122,
"y": 616
},
"id": "1c9fd6e7-c508-48aa-84a0-2a755a714860",
"page_number": 2,
"text": "Subject to disclosures set out in this Prospectus, each of the LVNAV Liquidity Funds are"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 632
},
"id": "f5e38b09-c11a-403a-8782-3613125b9638",
"page_number": 2,
"text": "considered by the Directors to meet the criteria for a \u201cqualifying money market fund\u201d, under"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 645,
"x": 121,
"y": 648
},
"id": "e601a141-6960-41d5-a3e7-d1be62670f82",
"page_number": 2,
"text": "article 1(4) of Commission Delegated Directive (EU) 2017/593 of 7 April 20"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 31,
"x": 769,
"y": 648
},
"id": "d025f9a7-d04f-425f-8bea-3201058fd2cc",
"page_number": 2,
"text": "16 ("
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 65,
"x": 801,
"y": 649
},
"id": "186197ef-2fc5-44e3-a4c9-c011cb251524",
"page_number": 2,
"text": "QMMF"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 17,
"x": 867,
"y": 648
},
"id": "ba724a1c-0aef-4eb1-a20c-aea1fa32a083",
"page_number": 2,
"text": ")."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 665
},
"id": "b5ff6627-3a36-41c5-ad22-7e4d807de490",
"page_number": 2,
"text": "Investors should make their own independent determination as to whether an MMF meets the"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 262,
"x": 121,
"y": 681
},
"id": "eb134cc2-7713-4705-8512-1982a1e16a57",
"page_number": 2,
"text": "QMMF criteria before investing."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 249,
"x": 121,
"y": 714
},
"id": "c9b3ddce-7863-4ba2-bdbe-8db0f47dea6b",
"page_number": 2,
"text": "The Fund is an umbrella open"
},
{
"block_type": "box",
"box": {
"height": 1,
"width": 5,
"x": 371,
"y": 720
},
"id": "b0566a79-cda9-470a-9c0c-93bd67926c0f",
"page_number": 2,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 507,
"x": 377,
"y": 714
},
"id": "3f87f53c-f424-4aaf-892b-55f7b866d2e2",
"page_number": 2,
"text": "ended investment company with segregated liability between"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 27,
"x": 121,
"y": 730
},
"id": "e128b4ae-8e27-4e65-8b73-8cb8c457c72e",
"page_number": 2,
"text": "sub"
},
{
"block_type": "box",
"box": {
"height": 1,
"width": 5,
"x": 149,
"y": 737
},
"id": "c75ac318-44fd-4939-ba98-24281a63fc67",
"page_number": 2,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 728,
"x": 156,
"y": 730
},
"id": "0d55a464-7285-4f2e-ae2f-08db8bc03885",
"page_number": 2,
"text": "funds and with variable capital incorporated on 10 May, 2002 and is authorised in Ireland"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 582,
"x": 121,
"y": 747
},
"id": "5fc32306-e265-433a-b76f-f48cf4cb21a6",
"page_number": 2,
"text": "as an undertaking for collective investment in transferable securities pur"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 180,
"x": 704,
"y": 747
},
"id": "c72c6920-4866-4b3d-966d-8ba8f1a65073",
"page_number": 2,
"text": "suant to the European"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 763
},
"id": "b481a12e-f1e9-4af8-a9a0-f209233310fd",
"page_number": 2,
"text": "Communities (Undertakings for Collective Investment in Transferable Securities) Regulations,"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 707,
"x": 121,
"y": 779
},
"id": "8a3ddddd-0540-4f6b-b30d-749bff91a052",
"page_number": 2,
"text": "2011 as amended. Accordingly, the Fund is supervised by the Central Bank of Ireland."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 48,
"x": 836,
"y": 780
},
"id": "514df1c1-545b-430e-b3d8-505593b4d839",
"page_number": 2,
"text": "This,"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 411,
"x": 121,
"y": 796
},
"id": "dcd3b636-e192-4966-96bf-adf5ed746073",
"page_number": 2,
"text": "however, does not constitute a warranty by the"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 345,
"x": 539,
"y": 796
},
"id": "2d5e9d81-f595-4bc7-bc62-9d84e6400195",
"page_number": 2,
"text": "Central Bank as to the performance of"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 812
},
"id": "aa78b49e-ba5f-4f04-b7fe-1016eeb07988",
"page_number": 2,
"text": "the Fund and the Central Bank shall not be responsible for the performance or default of"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 829
},
"id": "d7aeb6f8-7566-4b97-8c48-03e74e576da2",
"page_number": 2,
"text": "the Fund. Authorisation of the Fund is not an endorsement or guarantee of the Fund by"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 361,
"x": 121,
"y": 845
},
"id": "48cea3a3-2ce7-48d6-bd5a-aa2af0e7e82e",
"page_number": 2,
"text": "the Central Bank nor is the Central Bank"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 393,
"x": 483,
"y": 845
},
"id": "7c93ce5c-e081-474f-b48a-723d16bb82de",
"page_number": 2,
"text": "responsible for the contents of the Prospectus."
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 36,
"x": 121,
"y": 878
},
"id": "e12369fd-1bd9-4a21-8e51-191786e784b3",
"page_number": 2,
"text": "The F"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 47,
"x": 156,
"y": 878
},
"id": "5db8816c-5575-4740-a416-45cc2c612046",
"page_number": 2,
"text": "Fund h"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 315,
"x": 202,
"y": 878
},
"id": "fae24dcc-89f3-4ed1-9aa4-da8b029b3725",
"page_number": 2,
"text": "has segregated liability between its Sub"
},
{
"block_type": "box",
"box": {
"height": 1,
"width": 5,
"x": 518,
"y": 884
},
"id": "db443f55-accf-467c-90f6-30bf613b47ad",
"page_number": 2,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 360,
"x": 524,
"y": 878
},
"id": "15a27689-b42a-40e4-8c81-08c817a95347",
"page_number": 2,
"text": "Funds and accordingly any liability incurred"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 305,
"x": 121,
"y": 894
},
"id": "0475abe1-495d-42c1-b2c1-43012188e33f",
"page_number": 2,
"text": "on behalf of or attributable to any Sub"
},
{
"block_type": "box",
"box": {
"height": 1,
"width": 5,
"x": 428,
"y": 900
},
"id": "838ee89e-816e-45f7-b9e0-7c579c14b211",
"page_number": 2,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 450,
"x": 434,
"y": 894
},
"id": "bb612209-68ea-4671-ad49-05fb91731e04",
"page_number": 2,
"text": "Fund shall be discharged solely out of the assets of that"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 8,
"x": 495,
"y": 928
},
"id": "9eb0871f-5a4d-4f20-9386-483eb82eed5a",
"page_number": 3,
"text": "3"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 29,
"x": 122,
"y": 88
},
"id": "d340572c-3d6e-48e5-b412-311b76060d80",
"page_number": 3,
"text": "Sub"
},
{
"block_type": "box",
"box": {
"height": 1,
"width": 5,
"x": 153,
"y": 95
},
"id": "ea003751-7a38-4cae-890c-f371e5dd5f63",
"page_number": 3,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 45,
"x": 159,
"y": 88
},
"id": "e67d7221-ba92-45b2-91a5-c50daca0e9bb",
"page_number": 3,
"text": "Fund."
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 36,
"x": 121,
"y": 121
},
"id": "aacadbaf-4e90-4400-927a-1e57731ca657",
"page_number": 3,
"text": "The F"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 47,
"x": 156,
"y": 121
},
"id": "73e222d6-0489-4f1f-9a2f-2b6abccbc054",
"page_number": 3,
"text": "Fund i"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 681,
"x": 203,
"y": 121
},
"id": "21047c84-d034-4a25-8592-9a41cdcbc802",
"page_number": 3,
"text": "is authorised as a recognised scheme for the purposes of Section 264 of the Financial"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 261,
"x": 122,
"y": 138
},
"id": "20486804-3c02-4007-ac80-ebcb99cfdf3f",
"page_number": 3,
"text": "Services and Markets Act 2000."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 762,
"x": 122,
"y": 170
},
"id": "0f845430-dfbf-401d-995c-124b574d2b47",
"page_number": 3,
"text": "Shareholders in the United Kingdom shall have no right (under the United Kingdom Financial"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 762,
"x": 122,
"y": 187
},
"id": "051e9f00-984e-4ff9-b4e2-894a9a45918f",
"page_number": 3,
"text": "Services Authority\u2019s New Conduct of Business sourcebook, Chapter 15) to cancel the"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 734,
"x": 121,
"y": 203
},
"id": "477da8de-2245-47ca-9902-45e7d43646ad",
"page_number": 3,
"text": "investment agreement constituted by the acceptance by or on behalf of the Fund of"
},
{
"block_type": "box",
"box": {
"height": 6,
"width": 24,
"x": 860,
"y": 207
},
"id": "7c3d4985-90eb-40d0-9641-80c297e34281",
"page_number": 3,
"text": "an"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 419,
"x": 121,
"y": 220
},
"id": "a74ae856-ded1-4672-bae3-b5fb9b5c79e2",
"page_number": 3,
"text": "application for Shares. In addition, most if not all of"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 341,
"x": 543,
"y": 220
},
"id": "d3e2ec71-2c95-4bd8-8a11-5d4447b5f6f3",
"page_number": 3,
"text": "the protections provided under the United"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 236
},
"id": "6526e06c-02ff-4be5-a154-aff30dc4f57f",
"page_number": 3,
"text": "Kingdom regulatory system will not apply to investment in the Fund. The rights of"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 762,
"x": 122,
"y": 252
},
"id": "77c2c7e4-c9de-4113-8041-7699b19a0783",
"page_number": 3,
"text": "Shareholders may not be protected by the investors compensation scheme in the United"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 79,
"x": 121,
"y": 269
},
"id": "d1fed12c-dba1-4e7a-a5e8-dc9f186e3ef5",
"page_number": 3,
"text": "Kingdom."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 763,
"x": 121,
"y": 302
},
"id": "4f75da0e-9a68-4e46-a08b-8333a868cb5d",
"page_number": 3,
"text": "Distribution of this Prospectus is not authorised in any jurisdiction unless accompanied by a"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 318
},
"id": "b792b31c-b9db-43d5-bb34-623e437a5a40",
"page_number": 3,
"text": "copy of the then latest published annual report and unaudited accounts. Such reports and this"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 533,
"x": 121,
"y": 334
},
"id": "48938dda-8150-4204-bfda-8ab5927433ac",
"page_number": 3,
"text": "Prospectus together form the prospectus for the issue of Shares in"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 74,
"x": 654,
"y": 334
},
"id": "fd914cb7-6c8a-468a-9bc6-c16f0ef926e2",
"page_number": 3,
"text": "the Fund."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 367
},
"id": "42c67182-1e1c-4dd1-bd17-bde0587e85ef",
"page_number": 3,
"text": "This Prospectus may not be used for the purpose of an offer or solicitation in any jurisdiction"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 733,
"x": 121,
"y": 383
},
"id": "ca9f3372-f806-4b33-8960-8ab8412c9035",
"page_number": 3,
"text": "or in any circumstances in which such offer or solicitation is unlawful or not authorised."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 22,
"x": 862,
"y": 384
},
"id": "5e6cec02-5140-4d9d-890b-7c504a920642",
"page_number": 3,
"text": "In"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 764,
"x": 120,
"y": 400
},
"id": "4a8a1151-1f9d-4a83-b9ef-eacefbcba40f",
"page_number": 3,
"text": "particular, the Shares have not been and will not be registered under the Securities Act of 1933"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 416
},
"id": "1bf519d6-b494-40d2-b1b4-4f06e5dd48e2",
"page_number": 3,
"text": "or the securities laws of the United States. The Shares may not be offered or sold directly or"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 475,
"x": 121,
"y": 433
},
"id": "ac5d8e6b-e573-4d9f-98ca-d61527565449",
"page_number": 3,
"text": "indirectly in the United States or to or for the account or"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 286,
"x": 598,
"y": 433
},
"id": "19408fc7-5951-411a-ac5d-70513a996323",
"page_number": 3,
"text": "benefit of any U.S. Person or in a"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 449
},
"id": "6085f414-8d61-4319-a885-8344384abbbe",
"page_number": 3,
"text": "transaction not subject to the regulatory requirements of, the Securities Act of 1933 and any"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 312,
"x": 121,
"y": 465
},
"id": "79c1806a-62e5-480e-8213-37145e493fb4",
"page_number": 3,
"text": "applicable state securities laws. Any re"
},
{
"block_type": "box",
"box": {
"height": 1,
"width": 5,
"x": 434,
"y": 472
},
"id": "8b8e5fcb-2414-4758-ac30-beedce698ec5",
"page_number": 3,
"text": "-"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 443,
"x": 441,
"y": 465
},
"id": "e49d73a9-9730-4c8f-b6fd-cf0fe784753a",
"page_number": 3,
"text": "offer or resale of Shares in the United States or to U.S."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 225,
"x": 121,
"y": 482
},
"id": "c2b5e898-9b41-4bb8-9dfa-10b45ce9e2cf",
"page_number": 3,
"text": "Persons may constitute a vio"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 537,
"x": 347,
"y": 482
},
"id": "85d06e57-d626-4958-9600-e6a01a6ebaae",
"page_number": 3,
"text": "lation of U.S. law. The Fund has not been and will not be registered"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 315,
"x": 120,
"y": 498
},
"id": "11921daa-a654-4dd5-bd5c-e4e5ef3d1b36",
"page_number": 3,
"text": "under the Investment Company Act of"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 446,
"x": 438,
"y": 498
},
"id": "aa9b87bf-9106-45cc-9bc5-d4db94e4eb5a",
"page_number": 3,
"text": "1940 and investors will not be entitled to the benefit of"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 101,
"x": 121,
"y": 515
},
"id": "f79abf59-05c0-4830-83ff-8cebb7e15f8a",
"page_number": 3,
"text": "registration."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 547
},
"id": "17bd1f81-3dd5-47b4-98f3-7d53a1043bb7",
"page_number": 3,
"text": "The Shares have not been approved or disapproved by the U.S. Securities and Exchange"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 564
},
"id": "60a89bcf-14d7-4fad-b1ca-361914d3d4f9",
"page_number": 3,
"text": "Commission, any state securities commission or other regulatory authority, nor have any of the"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 624,
"x": 121,
"y": 580
},
"id": "6a17ba90-91e1-49ef-8faa-1c12b7e71e0e",
"page_number": 3,
"text": "foregoing authorities passed upon or endorsed the merits of this offering or"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 132,
"x": 752,
"y": 580
},
"id": "37d6451c-27d9-4bf0-add9-499379fef8ce",
"page_number": 3,
"text": "the accuracy or"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 596
},
"id": "82052cfa-ebb5-43a1-a637-0b9ec0776267",
"page_number": 3,
"text": "adequacy of these offering materials. Any representation to the contrary is unlawful. The"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 762,
"x": 122,
"y": 613
},
"id": "33ec1892-8290-4789-a21c-75dae256594e",
"page_number": 3,
"text": "Shares are subject to restrictions on transferability and resale and may not be transferred or"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 427,
"x": 121,
"y": 629
},
"id": "584875ef-72cf-4568-b79a-3c373ea590bd",
"page_number": 3,
"text": "resold in the United States except as permitted under t"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 336,
"x": 548,
"y": 629
},
"id": "8a23c378-1e4c-45ce-a427-307498eea1e8",
"page_number": 3,
"text": "the Securities Act of 1933 and applicable"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 563,
"x": 121,
"y": 646
},
"id": "c9ea44e7-2c5e-499a-98a2-9ea06c4b85d2",
"page_number": 3,
"text": "state securities laws, pursuant to registration or exemption therefrom."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 662
},
"id": "f1c70ddf-6efc-4d8b-9000-b05c649726c3",
"page_number": 3,
"text": "In order to ensure compliance with the restrictions referred to above, the Fund is, accordingly,"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 110,
"x": 121,
"y": 678
},
"id": "e5cd700a-0375-419e-8a72-6c179e0d363c",
"page_number": 3,
"text": "not open for"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 650,
"x": 234,
"y": 678
},
"id": "a53778e3-2869-4e63-88e0-b3c7f5ba24dd",
"page_number": 3,
"text": "investment by any U.S. Persons or ERISA Plans (pursuant to the Employee"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 432,
"x": 121,
"y": 695
},
"id": "a7ab76a9-25d8-4ff2-9db8-37795b79a23e",
"page_number": 3,
"text": "Retirement Income Security Act of 1974, as amended)"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 325,
"x": 559,
"y": 695
},
"id": "6bd1d41d-0b01-4766-9b54-d3bd82190830",
"page_number": 3,
"text": "except in exceptional circumstances and"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 711
},
"id": "8f447c5c-521d-4cda-9bf7-5a71dbefbb4e",
"page_number": 3,
"text": "then only with the prior consent of the Fund. A prospective investor may be required at the"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 728
},
"id": "bcdf7a5f-66f6-4ffb-9293-1e73fd73b339",
"page_number": 3,
"text": "time of acquiring Shares to represent that such investor is a qualified investor and not a U.S."
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 220,
"x": 121,
"y": 744
},
"id": "84220c98-d272-41c3-9997-49f4acfd42c0",
"page_number": 3,
"text": "Person or acquiring Shares"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 543,
"x": 341,
"y": 744
},
"id": "5a277a6b-561e-4551-a524-ca0803a9ecbf",
"page_number": 3,
"text": "for the account or benefit, directly or indirectly, of a U.S. Person or"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 763,
"x": 121,
"y": 760
},
"id": "f09bdaa8-0e31-4b54-918f-7cc6627b0af8",
"page_number": 3,
"text": "with the assets of an ERISA Plan. The granting of prior consent by the Fund to an investment"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 712,
"x": 121,
"y": 777
},
"id": "69dfd3ed-cb2e-426c-8bdc-fe42dd174286",
"page_number": 3,
"text": "does not confer on the investor a right to acquire Shares in respect of any future or subse"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 49,
"x": 835,
"y": 778
},
"id": "8b55de2b-adfb-45ce-8dc1-3e191a76a808",
"page_number": 3,
"text": "quent"
},
{
"block_type": "box",
"box": {
"height": 13,
"width": 93,
"x": 121,
"y": 793
},
"id": "40660e04-fa79-4c2c-a915-e331ff4b3603",
...