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Aviva Investors LTAF ACS Prospectus ( [DATE] ) 1

Aviva Investors: Public Aviva Investors: Confid Aviva Investors: Public Aviva Investors: Confidential

AVIVA INVESTORS UK FUND SERVICES LIM I TED , a member of the AVIVA GROUP

PROSPECTUS

AVIVA INVESTORS LTAF ACS

An umbrella authorised contractual scheme formed as a co - ownership scheme under section 235A of the Financial Services and Markets Act 2000 (the “Scheme”) (A Long - Term Asset Fund and a scheme which is only available to Limited Protection LTAF Investor s )

comprising the following Sub - Fund s :

Aviva Investors Real Estate Active LTAF Aviva Investors Climate Transition Real Assets LTAF Aviva Investors Multi - Sector Private Debt LTAF Aviva Investors Venture & Growth Capital LTAF

Valid a s a t [DATE]

80 Fenchurch Street, London, EC3M 4AE

Prepared in accordance with the Collective Investment Schemes Sourcebook and the FUND Sourcebook

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Aviva Investors LTAF ACS Prospectus ( [DATE] ) 2

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TABLE OF CONTENTS

1. AVIVA INVESTORS LTAF ACS ................................ ................................ ............................... 4 2. DISTRIBUTION ................................ ................................ ................................ ........................ 4 3. GLOSSARY ................................ ................................ ................................ .............................. 4 4. THE ACS MANAGER ................................ ................................ ................................ ............... 8 5. THE DEPOSITARY ................................ ................................ ................................ .................. 9 6. THE INVESTMENT MANAGER ................................ ................................ ............................. 10 7. THE REGISTRAR ................................ ................................ ................................ .................. 11 8. THE ADMINISTRATOR ................................ ................................ ................................ ......... 11 9. THE AUDITOR ................................ ................................ ................................ ....................... 11 10. THE STANDING INDEPENDENT VALUER S ................................ ................................ ........ 11 11. UNITHOLDER’S RELATIONSHIP WITH THE SCHEME ................................ ...................... 13 12. UNITHOLDER’S RIGHTS AGAINST SERVICE PROVIDERS ................................ .............. 13 13. SUBSCRIPTION AND REDEMPTION OF UNITS ................................ ................................ . 13 14. EXCESSIVE TRADING POLICY ................................ ................................ ........................... 21 15. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS ................................ ....... 21 16. VALUATION ................................ ................................ ................................ ........................... 21 17. PRICES OF UNITS AND HISTORIC PERFORMANCE DATA ................................ ............. 22 18. POLICY ON PRICING ................................ ................................ ................................ ............ 23 19. MINIMUM INVESTMENT ................................ ................................ ................................ ....... 23 20. ACS MANAGER'S BOX ................................ ................................ ................................ ......... 23 21. PUBLICATION OF PRICES AND YIELDS ................................ ................................ ............ 23 22. CLASSES OF UNITS ................................ ................................ ................................ ............. 23 23. EVIDENCE OF TITLE ................................ ................................ ................................ ............ 24 24. INVESTMENT OBJECTIVES AND POLICY, AND INVESTMENT RESTRICTIONS ............ 24 25. LEVERAGE RATIOS ................................ ................................ ................................ .............. 24 26. RISK CONSIDERATIONS ................................ ................................ ................................ ..... 24 27. TAXATION ................................ ................................ ................................ ............................. 43 28. CHARGES ................................ ................................ ................................ .............................. 46 29. CONFLICTS OF INTEREST ................................ ................................ ................................ .. 50 30. FAIR TREATMENT ................................ ................................ ................................ ................ 52 31. CHANGES TO THE SCHEME AND MEETINGS OF UNITHOLDERS ................................ . 52 32. WINDING UP ................................ ................................ ................................ ......................... 53 33. ALLOCATION OF INCOME ................................ ................................ ................................ ... 53 34. INFORMATION MADE AVAILABLE TO UNITHOLDERS ................................ ..................... 53 35. TELEPHONE RECORDING ................................ ................................ ................................ .. 54 36. ADDITIONAL INFORMATION ................................ ................................ ............................... 54 37. CLIENT MONEY ................................ ................................ ................................ .................... 55 38. RESTRICTIONS ON INVESTMENT AND HOLDING OF AVIVA PLC SHARES AND OTHER AVIVA SECURITIES ................................ ................................ ...................... 55 39. RESPONSIBLE INVESTMENT ................................ ................................ .............................. 56

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Aviva Investors LTAF ACS Prospectus ( [DATE] )

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IMPORTANT: IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER.

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Aviva Investors LTAF ACS Prospectus ( [DATE] )

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1. Aviva Investors LTAF ACS The Scheme was authorised by an order made by the FCA with effect fro m 17 March 2023. The FCA product reference number of the Scheme is 993498 . This document is the 'Prospectus' of the authorised contractual scheme detailed in this Prospectus valid as at the date specified on the cover of this document . This Prospectus has been prepared solely for, and is being made available to investors for the purposes of , evaluating an investment in Units in the Sub - F unds. Investors should only consider investing in the Sub F unds if they understand the risks involved including the risk of losing all capital i nvested. T he Scheme is organised as an umbrella C o O wnership S cheme comprising separate Sub - Funds . Further additional Sub - F unds may be established in the future by the AC S Manager from time to time with the approval of the Financial Conduct Authority and the agreement of the Depositary. Approval by the Financial Conduct Authority in this context does not in any way indicate or suggest endorsement or approval of the Funds as an inve stment. Each Sub - Fund shall have a segregated portfolio of assets and, accordingly, the assets of a Sub - Fund are allocated exclusively to that Sub - Fund and shall not be used or made available to discharge the liabilities of, or claims against, any other person or body, including any other Sub - Fund and shall not be available for any other purpose. The Scheme is subject to the rules of the FCA as set out in the COLL Sourcebook and the FUND Sourcebook. This Prospectus complies with the requirements of COLL 15 .4.5 of the COLL Sourcebook. Each Sub - Fund belongs to the “ Long - Term Asset Fund ” category as specified in Chapter 1 5 of COLL and the property attributable to each such Sub - Fund is managed as such.

2. Distribution No person has been authorised by the ACS Manager to give any information or to make any representations in connection with the offering of Units other than those contained in the Prospectus and, if given or made, such information or representations must not be relied on as having been made by the ACS Manager. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Units shall not, under any circumstances, create any implication that the affairs of the Scheme or any Sub - Fu nd of the Scheme have not changed since the date hereof. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation is not lawful or in which the person making such an offer or solicitation is not qualified to do so or to anyone to whom it is unla wful to make such a solicitation. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to apply for Units in the Sub - Funds of the Scheme to inform themselves of and to observe all applicable laws and regulations of any relevant

jurisdiction. Prospective Unitholder s should inform themselves as to the legal requirements of applying for Units and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence, domicile or incorporation. The ACS Manager does not benefit from any passports that would enable it to market the Scheme in the EEA and, accordingly, Units may not be marketed to EEA domiciled Professional Investors in any EEA territory. US Persons are not permitted to subscribe for Units in the Sub - Funds of the Scheme . The Units in the Sub Funds have not and will not be registered under the United States Securities Act 1933, the United States Investment Company Act 1940, or the securities laws of any of the States of the United States of America and may not be directly or indirectly offered or sold in the United States of America or for the account or benefit of any US Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the United States Securities Act 1933, United States Investment Company Act 1940 and similar requirements of such state securities law. Notwithstanding the above, all Unitholders must meet the eligibility criteria set out in this Prospectus and the ACS Deed. In particular, all Unitholders must: (i) be eligible to invest in an authorised contractual scheme , namely (i) a Professional Investor; (ii) a large ACS investor; or (iii) a person who already holds Units in the Scheme (as these terms are defined in the FCA Handbook) ; (ii) meet the criteria for investment in the relevant Unit Class (as set out in Appendix 1) ; and (iii) be a person to whom units in a Long - Term Asset Fund may be promoted under COBS 4.12 A R. In addition to the eligibility criteria referred to above and set out in this Prospectus, the ACS Manager will, in accordance with the requirements in COLL 15.1.3R(4) and COLL 15.4.5R(16)(10A), take reasonable care to ensure that ownership of Units in any Sub - Fund or Unit Class of the Scheme is recorded in the register of Unitholders only for a person who is a Limited Protection LTAF Investor. All dealing, correspondence and communication in relation to this Prospectus with investors shall take place in English.

3. Glossary Accumulation Units Means Units (of whatever Unit Class ) issued fro m time to time in respect of a Sub - F und and in respect of which income allocated thereto is credited periodically to capital pursuant to the COLL Sourcebook and the ACS Deed . ACS Deed The instrument constituting the Scheme , as such instrument may be amended , novated,

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supplemented and/or restated from time to time.

ACS Manager Aviva Investors UK Fund Services Limited, the manager appointed under the terms of the ACS Deed and its successors as ACS Manager . Administrator HSBC Bank plc of 8 Canada Square London E14 5HQ.

AIFMD Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 . AIFMD Level 2 Regulation

T he UK version of Commission delegated regulation (EU) No 231/2013 supplementing Directive 2011/ 61 /EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision, which is part of UK law by virtue of the EUWA . AIFM Regulations T he Alternative Investment Fund Managers Regulations 2013 as amended or re enacted from time to time which implements AIFMD in the UK . AIGSL Aviva Investors Global Services Limited.

Auditor The auditor of the Scheme from time to time , as at the date of this Prospectus being Ernst & Young LLP, whose registered office is at 25 Churchill Place, London E14 5EY . Aviva Group The Aviva group of companies, the ultimate holding company of which is Aviva plc . Base Currency The base currency of a Sub Fund.

Benchmark Regulation

T he UK version of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Direct ives

2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014, which is part of UK law by virtue of the EUWA . Business Day A day which is not a Saturday or Sunday, or any other day recognised in England and Wales as a public holiday or any other day on which banks or the London Stock Exchange are not open for normal business in the UK. In addition, where a Sub - Fund of the Scheme invests outside the UK, the ACS Manager may also take into account whether relevant local exchanges are open, and may elect to treat such closures as non - business days. Where possible, Unitholders will be notified in advance of such cases.

COLL Sourcebook The C ollective I nvestment S chemes sourcebook which forms part of the FCA Handbook, as amended from time to time. References to rules or guidance in the COLL Sourcebook are prefaced by "COLL".

Co - Ownership Scheme

A scheme as defined by section 235A of the Financial Services and Markets Act 2000, as amended from time to time.

Dealing Day A day on which a Sub - Fund processes orders in its Units. The Dealing Day for each Sub Fund is set out in Appendix 1.

Depositary HSBC Bank plc, to whom the Scheme P roperty is entrusted for safekeeping and who is appointed to act as the Depositary of the Scheme and its successors as Depositary.

Depositary Services Agreement

The depositary services agreement dated 14 April 2023 between the ACS Manager and the Depositary in relation to the Scheme , as amended, novated, supplemented and/or restated from time to time . EEA European Economic Area.

EEA State A member state of the European Union and any other state which is within the EEA ,

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as defined in the glossary to the FCA Handbook . EMIR T he UK version of Regulation (EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories, which is part of UK law by virtue of the EUWA , sometimes referred to as the "European Markets Infrastructure Regulation" as amended by Regulation (EU) 2019/834 of the European Parliament and of the Council of 20 May 2019 . EUWA T he European Union (Withdrawal) Act 2018 . FCA The Financial Conduct Authority or any other relevant successor regulatory body from time to time.

FCA Handbook The FCA's handbook of rules and guidance, as amended from time to time.

Form The application form to subscribe for Units in the Scheme (including appropriate documentation to confirm the tax status of the Unitholder).

FSCS Financial Services Compensation Scheme.

FUND Sourcebook The I nvestment F unds S ourcebook which forms part of the FCA Handbook, as amended from time to time. References to rules or guidance in the FUND Sourcebook are prefaced by "FUND ".

HMRC or HM Revenue and Customs

H is Majesty’s Revenue and Customs .

Income Distribution Units

Units (of whatever Unit Class ) issued from time to time in respect of a Sub - Fund and in respect of which income is distributed periodically to Unitholders pursuant to the COLL Sourcebook and the ACS Deed . Investment Manager

AIGSL .

Investor Agreement An investor agreement containing the indemnities and

undertakings required in connection with a Unitholder’s subscription for Units in the Scheme and (where required by the ACS Manager) governing any investment management charges . Limited Protection LTAF Investor

Has the meaning given to that term in the glossary to the FCA Rules . Loan Servicing Agent

A ny loan servicing agent appointed from time to as referred to in clause 10(B) below . Long - Term Asset Fund or LTAF

A “long - term asset fund”, being an authorised fund whose authorised fund manager operates, or proposes to operate, it in accordance with the rules set out in chapter 15 of the COLL Sourcebook and whose deed constituting the scheme contains the statement in C OLL 15.3.6(1)(2) . Minimum Investment

The minimum investment required for an investor in a Sub - Fund. The Minimum Investment for each Sub - Fund is set out in Appendix 1.

Normal Business Hours

The hours between 8.30 a.m. and 5.30 p.m. on any Business Day.

OTC Over - the - counter.

Power of Attorney A power of attorney in connection with, amongst other things, applications for reductions of withholding tax required to be entered into by Unitholders contemporaneously with and as a condition to completion of the Form . Professional Investor

An investor that is considered to be a professional client or that may, on request, be treated as a professional client within the meaning of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701) (which, for the avoidance of doubt, shall include, a person who the ACS Manager has been permitted to treat as an elective professional client in accordance with COBS 3.5.3BR to COBS 3.5.3ER) .

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Property Manager A ny property manager appointed from time to time to assist in the efficient day - to - day management of the properties that form part of the S cheme P roperty of a Sub - F und . Redemption Determination Date

As set out in COLL 15.8.12, the date at which the ACS Manager determines whether to accept a request by a Unitholder to redeem Units in a Sub - Fund of the Scheme, defer such a request to the next Redemption Determination Date (whether in whole or in part) , cancel it (whether in whole or in part) or , where the ACS Manager has reasonable grounds to do so, refuse such a request . Register The register of Unitholders for each of the Sub - Funds.

Registrar Aviva Investors UK Fund Services Limited . Safekeeping Function

The function of safekeeping the assets of the Sub - Funds, which includes : (i) ensuring that any Scheme Property in registered form is , as soon as practicable , registered in the name o f the Depositary (or that of its nominee or delegate, as appropriate) ; and (ii) tak ing into custody or control all documents of title of the Scheme Property (other than in respect of derivatives or forward transactions) , and maintaining records accordingly.

Scheme Aviva Investors LTAF ACS . Scheme Property T he scheme property of the Scheme (or a Sub - Fund) required under the COLL Sourcebook to be given for safe - keeping to the Depositary . Securities Financing Transactions Regulation

T he UK version of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 as amended by the

Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019, which is part of UK law by virtue of the EUWA . Service Providers The service providers to the Scheme , in cluding the Investment Manager, each Property Manager (where relevant to a Sub - Fund) , each Standing Independent Valuer and/or Valuation Adviser (where relevant to a Sub Fund) , a Loan Servicing Agent (where relevant to a Sub Fund), the Administrator and the Auditor, whose details are set out herein . SFT A securities financing transaction as defined by Article 3(11) of the Securities Financing Transactions Regulation , including without limitation a TRS . Standing Independent Valuer

E ach of CBRE Limited and Knight Frank LLP and/ or such other entity or entit ies as are appointed to act as standing independent valuer (s) to the Scheme Property of a Sub Fund from time to time.

Subscription Agreement

Has the meaning given to that term in Section 13(b) below.

Sub - Fund A sub - fund of the Scheme with segregated liability and detailed in Appendix 1 from time to time ( together the “ Sub - Fund s” ).

TRS A total return swap as defined by Article 3(18) of the Securities Financing Transactions Regulation.

UCITS An undertaking for collective investment in transferable securities which is a UCITS Scheme or an EEA UCITS scheme, the latter as defined in the Financial Conduct Authority Handbook . UCITS Directive The European Parliament and Council Directive of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in

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Aviva Investors LTAF ACS Prospectus ( [DATE] ) 8

transferable securities (UCITS) (No 2009/65/EC), as amended.

UCITS Scheme A UK UCITS, as defined below.

UK The United Kingdom of Great Britain and Northern Ireland.

UK AIF A n alternative investment fund within the scope of the UK AIFM Regime and as defined in the FCA Handbook . UK AIFM A n alternative investment fund manager established in the UK and with a Part 4A permission to carry on the regulated activity of managing an alternative investment fund . UK AIFM Regime (i) the FUND Sourcebook, (ii) other rules in the Financial Conduct Authority Handbook which when made implemented AIFMD , (iii) the AIFMD Level 2 Regulation and (iv) the AIFM Regulations.

UK UCITS I n accordance with sections 236A and 237 of the Financial Services and Markets Act 2000, a collective investment scheme which may consist of several sub - funds, which is either an authorised unit trust scheme, an authorised contractual scheme, or an authoris ed open - ended investment company with the sole object of collective investment of capital raised from the public in transferable securities or other liquid financial assets , operating on the principle of risk - spreading , with units which are, at the reques t of holders, repurchased or redeemed, directly or indirectly, out of those undertakings’ asset s, and which has identified itself as a UCITS in its prospectus and has been authorised accordingly by the FCA . Unit (s) A unit or units representing the rights and interests of a Unitholder in a Sub - Fund . Unit Class Any class of Units. A Unit Class may have its own cost and fee structure, currency denomination, hedging policy, minimums, holding amounts, investor eligibility criteria, tax

characteristics and other features.

Unitholder I n relation to a Class or Sub F und means a person who is on the register as a unitholder in that Class or Sub - F und at that time . Unitholder Documents

Collectively, the Form, an Investor Agreement , the P ower of A ttorney , the Prospectus and the ACS Deed.

US Persons M eans any US resident or other person specified in Regulation S under the United States Securities Act 1933, as amended from time to time and as may be further supplemented by the ACS Manager.

Valuation Adviser each entity or entities as are appointed to advise the ACS Manager in connection with the valuation of the Scheme Property of a Sub - Fund from time to time other than where such entity or entities act in the capacity of Standing Independent Valuer . Valuation Point The point, whether on a periodic basis or for a particular valuation, at which the ACS Manager carries out a valuation of the Scheme P roperty for the Sub - Funds for the purpose of determining the price at which Units of a Unit Class may be issued, cancelled or redeemed . The Valuation Point for each Sub - Fund is set out in Appendix 1.

4. The ACS Manager The ACS Manager (Registered Company No. 0197341 2 ) is a limited company incorporated in England and Wales on 20 December 1985 . It is a subsidiary of Aviva Investors Holdings Limited and forms part of the Aviva Group. The ACS Manager is authorised and regulated by the FCA with permission to carry on the activity of 'managing a UK AIF'. As such, the ACS Manager has been appointed to be the UK AIFM of the Scheme , which is an alternative investment fund, or ' UK AIF', for the purposes of the UK AIFM Regime . The ACS Deed contains provisions governing the responsibilities of the ACS Manager in relation to the management and administration of the Scheme and the issue , cancellation and redemption of the Units . The ACS Manager, as the alternative investment fund

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manager of the Scheme , is responsible for the portfolio management of the Scheme and exercising the risk management function in respect of the Scheme . As the alternative investment fund manager of the Scheme , the ACS Manager is also responsible for ensuring compliance with the UK AIFM Regime in respect of the Scheme . Professional liability risks resulting from those activities which the ACS Manager carries out pursuant to the UK AIFM Regime , are covered by the ACS Manager through 'own funds' (within the mea ning of the UK AIFM Regime ). The ACS Manager may delegate certain of its functions to third parties ; however, these functions remain the responsibility of the ACS Manager . Further details of the functions currently delegated by the ACS Manager are set out in sections 6 to 10 . The registe red office of the ACS Manager is 80 Fenchurch Street, London, EC3M 4AE . The i ssued and paid - up share capital of the ACS Manager is twenty one million five hundred thousand ordinary share s of £1. The ACS Manager also acts as the ACS Manager to other authorised funds as more fully described in Appendix 2. The d irectors of Aviva Investors UK Fund Services Limited , as at the date of this Prospectus, are named below : J Adamson M Bell A Coates K McClellan B Fowler J Lowe. All the above directors have various responsibilities within the Aviva Group . None of the directors' main business activities (which are not connected with the business of the ACS Manager or any of its associates) is of significance to the Scheme's business. The ACS Manager maintains a conflicts of interest policy.

5. The Depositary Pursuant to the Depositary Services Agreement , and for the purposes of and in compliance with the UK AIFM Regime and the relevant FCA Rules, the Depositary has been appointed as depositary to the Scheme. The Depositary is a public limited company incorporated in England and Wales with company registration number 00014259. The Depositary is a wholly owned subsidiary of HSBC Holdings plc. The Depositary’s registered and head office is located at 8 Canada Square, London E14 5HQ and the principal business activity of the Depositary is the provision of financial services, including trustee an d depositary services. The Depositary is authorised by the Prudential Regulation Authority and regulated by the

Prudential Regulation Authority and the Financial Conduct Authority. The Depositary provides services to the Scheme as set out in the Depositary Services Agreement and, in doing so, shall comply with the UK AIFM Regime , the relevant FCA Rules and the terms of the ACS Deed. The Depositary’s duties include the following: (i) Ensuring that the Scheme’s cash flows are properly monitored and that all payments made by or on behalf of applicants upon the subscription to Units of the Sub Funds have been received. (ii) Performing the Safekeeping Function . (iii) Ensuring that issues, redemptions and cancellations of the Units of each Sub - Fund are carried out in accordance with applicable law and the relevant FCA Rules and ACS Deed. (iv) Ensuring that the value of the Units of each Sub Fund is calculated in accordance with applicable law and the relevant FCA Rules and the ACS Deed. (v) Carrying out the instructions of the ACS Manager, unless they conflict with applicable law and the relevant FCA Rules or the ACS Deed. (vi) Ensuring that in transactions involving a Sub Fund’s assets any consideration is remitted to the relevant Sub - Fund within the usual time limits. (vii) Ensuring that a Sub - Fund’s income is applied in accordance with applicable law and the relevant FCA Rules and the ACS Deed. (viii) Ensuring that the income of each Sub - Fund is received in line with the tax status of each Unitholder and tax vouchers are distributed in the name of each Unitholder in accordance with applicable law and the ACS Deed. (ix) Carrying out the (at least) annual assessment that the ACS Manager has the resources and procedures in place to carry out the valuation of the Scheme Property in accordance with applicable law, the ACS Deed and the requirements of the FUND Sourcebook, as s et out in COLL 15.2.6(2)(b) and 15.2.6(3). (x) Preparing the annual report of the Depositary , being the report to Unitholders reflecting the requirements of COLL 15.5.7, including in relation to its duties (as detailed above), oversight and monitoring obligations and whether in any material respect the issue, sale, redemption or cancellation of Un its and application of revenue has not been carried out in accordance with the COLL Sourcebook or ACS Deed and whether the investment and borrowing power s of the Scheme (as set out at Appendix 3 below) have bee n exceeded , such report to be included in the annual report and accounts of the Scheme or disclos ed to Unitholders by such other means as the Depositary may elect . The appointment of the Depositary under the Depositary Services Agreement may be terminated without cause by not less than 90 days written notice provided that the Depositary Services Agreement does

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not terminate until a replacement Depositary has been appointed. The Depositary may delegate its safekeeping functions subject to the terms of the Depositary Services Agreement and agreement of the ACS Manager. Unitholders have no personal right to directly enforce any rights or obligations under the Depositary Services Agreement. In general, the Depositary is liable for losses suffered by the Scheme as a result of its negligence or wilful default to properly fulfil its obligations. Subject to the paragraph below, and pursuant to the Depositary Services Agreement, the Depositary wi ll be liable to the Scheme for the loss of financial instruments of the Sub - Fund which are held in its custody. The Depositary will not be indemnified out of the Sub - Fund for the loss of financial instruments where it is so liable. The liability of the Depositary will not be affected by the fact that it has delegated safekeeping to a third party save where this liability has been lawfully discharged to a delegate (any such discharge will be notified to the Unitholders and consent wil l be obtained from the ACS Manager to such delegation and discharge ) . At the date of this Prospectus, the Depositary has not discharged its liability for the safekeeping of assets in its safekeeping. The Depositary will not be liable where the loss of financial instruments arises as a result of an external event beyond the reasonable control of the Depositary, the consequences of which would have been unavoidable despite all reasonable efforts to the c ontrary. The Depositary shall not be liable for any indirect, special or consequential loss. In the event there are any changes to the Depositary’s liability under the UK AIFM Regime and the relevant FCA Rules, the ACS Manager will inform Unitholders of such changes without delay. From time to time actual or potential conflicts of interest may arise between the Depositary and its delegates. For example, such conflicts may arise; (i) where an appointed delegate is an affiliated group company and is providing a product or service to a Sub - Fund and has a financial or business interest in such product or service; or (ii) where an appointed delegate is an affiliated group company which receives remuneration for other related products or services it provides to Sub - Funds. The Depositary ma intains a conflict of interest policy to address this. In addition, actual or potential conflicts of interest may also arise between Sub - Funds, the Unitholders or the ACS Manager on the one hand and the Depositary on the other hand. For example, such actual or potential conflict may arise because the Depositar y is part of a legal entity or is related to a legal entity which provides other products or services to the Sub - Funds and the ACS Manager and from which fees and profits in relation to the provision of those products or services may arise and from which t he Depositary may benefit directly or indirectly.

In addition, the Depositary may have a financial or business interest in the provision of such products or services, or receives remuneration for related products or services provided to Sub - Funds, or may have other clients whose interests may conflict wit h those of Sub Funds, the Unitholders or the ACS Manager. Please note that these kinds of conflicts of interest do not involve the ACS Manager and are conflicts involving third parties. In particular, the Depositary may provide foreign exchange services to a Sub - Fund for which they are remunerated out of the property of the Sub - Fund. The Depositary or any of its affiliates or connected persons may also act as market maker in the investments of a Sub - Fund in question; provides broking services to a Sub - Fund and/or to other funds or companies; acts as financial adviser, banker, derivatives counterpart y or otherwise provides services to the issuer of the investments of the a Sub - Fund in ques tion; acts in the same transaction as agent for more than one client; has a material interest in the issue of the investments of a Sub - Fund; or earns profits from or has a financial or business interest in any of these activities. The Depositary will ensure that any such additional services provided by it or its affiliates are on terms which are not materially less favourable to the Sub Fund than if the conflict or potential conflict had not existed. The Depositary has a conflict of interest policy in place to identify, manage and monitor on an on - going basis any actual or potential conflict of interest. The Depositary has functionally and hierarchically separated the performance of its depositary task s from its other potentially conflicting tasks. The system of internal controls, the different reporting lines, the allocation of tasks and the management reporting allow potential conflicts of interest and the Depositary issues to be properly identified, managed and monitored. As set out above, this relates to conflicts of the Depositary rather than the ACS Manager. As the ACS Manager performs the valuation function for the Aviva Investors Real Estate Active LTAF , the Aviva Investors Climate Transition Real Assets LTAF , the Aviva Investors Multi - Sector Private Debt LTAF and the Aviva Investors Venture & Growth Capital LTAF itself rather than having appointed an external valuer (as defined in the FUND Sourcebook), the Depositary is required to determine, having made an assessment in respect of the same, whether the ACS Manager has the resources and procedures in place t o carry out the valuation of the Scheme Property in accordance with applicable law, the ACS Deed and the requirements of the FUND Sourcebook, as set out in COLL 15.2.6 (2) (b) and 15.2 .6 (3) and is required to include a statement in respect of such determination in its annual report to Unitholders referred to above . 6. The Investment Manager The ACS Manager has delegated certain functions with respect to the investment management of the assets of each Sub - Fund t o the Investment Manager .

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Aviva Investors LTAF ACS Prospectus ( [DATE] )

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The Investment Manager referred to below ha s been granted the authority to manage and make purchases and sales of investments for the Sub - Funds on the ACS Manager's behalf and as the ACS Manager's agent, within the investment policies of the relevant Sub - Fund. The Investment Manager ha s discretion to buy, sell, retain , exchange or otherwise deal in investments (including derivatives) , subscribe for new issues, and accept placings, underwr itings or sub underwritings for the relevant Sub - Fund. The Investment Manager may sub - delegate all or part of their functions to a third party and shall seek the consent of the ACS Manager prior to any such sub delegation. Further details as to whether the Investment Manager has exercised this right are set out below. The Investment Manager report s to the ACS Manager on the performance of each Sub - Fund . The Investment Manager ’ s fees for acting as an investment manager of each Sub - Fund are paid out of the ACS Management Charge referred to at Section 28(a) . AIGSL The registered office of AIGSL is 80 Fenchurch Street, London, EC3M 4AE . AIGSL is authorised and regulated by the FCA. AIGSL 's principal activity is acting as an investment manager. AIGSL is part of the Aviva Group.

The investment management agreement between the ACS Manager and AIGSL may be terminated by either party on six months’ notice or, in certain limited circumstances, upon notice with immediate effect. In any event, the parties are required, on termination, t o continue to act in the best interests of the Sub - Funds and to ensure the orderly transition of AIGSL’s services to a replacement service provider.

At the date of this Prospectus, there was no sub delegation of the functions performed by AIGSL.

7. The Registrar The Registrar is the person responsible for maintaining the Register under the terms of the ACS Deed for the Scheme. The Register may be inspected at 80 Fenchurch Street, London, EC3M 4AE by or on behalf of the Unitholders , on any Business Day during Normal Business Hours. The Register is conclusive evidence of the title to Units except in the case of any default in payment or transfer to a Scheme of cash or other property due and the Depositary and the ACS Manager are not obliged to take notice of any trust or equity or other interest affecting the title to any of the Units . 8. The Administrator The Administrator will act as the ACS Manager’s delegate, performing a number of fund administration services , including fund accounting ( amongst other things assisting the ACS Manager in calculating the

Unit price of a Sub - Fund ) , and client and fund administration , ( amongst other things assist ing the ACS Manager with its requirement to process requests for subscriptions and re demptions for Units in a Sub Fund and maintenance of the Register ) . 9. The Auditor The Auditor ’ s responsibility is to audit and express an opinion on the financial statements of the Scheme in accordance with applicable law and auditing standards.

10. The Valuer s Where relevant, valuation is undertaken in a manner which ensures independence from the AC S Manager 's portfolio management function.

Aviva Investors Real Estate Active LTAF

For the purposes of COLL 15 .2.6 , the Aviva Investors Real Estate Active LTAF is internally valued by the ACS Manager . To assist it with this, the AC S Manager has appointed CBRE Limited and Knight Frank LLP to act as the Standing Independent Valuer s for the Aviva Investors Real Estate Active LTAF with the approval of the Depositary . Overseas branches of the respective Standing Independent Valuer s will provide valuation services in respect of any overseas properties and portfolios within the Scheme Property of that Sub Fund . Equally f or the purposes of the UK AIFM Regime, the Aviva Investors Real Estate Active LTAF is internally valued , however, in that instance the respective v aluer s are acting as valuation advisers, and their appointment as such has been notified to the FCA .

Whether for the purposes of COLL 15 or the UK AIFM Regime , the valuation function for the Aviva Investors Real Estate Active LTAF is therefore not performed by an external valuer (as defined in the FUND Sourcebook).

CBRE Limited was appointed pursuant to an agreement dated 27 April 2023 between itself and the AC S Manager and Knight Frank LLP was appointed pursuant to an agreement dated 27 April 2023 between itself and the AC S Manager , as amended, novated, supplemented or restated from time to time ( each a “ Property Valuation Agreement ”). Under the terms of each Property Valuation Agreement in respect of the Aviva Investors Real Estate Active LTAF , the relevant Standing Independent Valuer must carry out its obligations under the agreement in accordance with the applicable provisions of the FCA Handbook namely COLL 15.6.22R . Each Standing Independent Valuer is responsible for valuing the immovables in respect of which it has been appointed on the basis of a full valuation with physical inspection (including where the i mmovable is or includes a building, internal inspection) at least once a year except in relation to adjacent properties of a

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similar nature and value where one representative property will be inspected . The relevant Standing Independent Valuer also values each immovable in respect of which it has been appointed on the basis of a review of the last full valuation at least once a month. The figur e arrived at under that valuation is used as part of the valuation of the Scheme Property of the Aviva Investors Real Estate Active LTAF calculated at each Valuation Point. Each Standing Independent Valuer will conduct its valuations on the basis of “market value” as defined in the Valuation Standard of the RICS Valuation – Global Standards 2017 as supplemented by the 2018 UK national supplement and as updated or superseded from time to time or , in the case of overseas immovables , on an appropriate basis and subject to the provisions of the ACS Deed .

Each Property Valuation Agreement in respect of the Aviva Investors Real Estate Active LTAF shall have an initial term of one year and thereafter may be terminated by either of the parties thereto on three months’ prior written notice to the other party. The AC S Manager may also terminate a Property Valuation Agreement without notice where it is in the best interests of the Sub - Fund and its Unit holders to do so or in the event the relevant Standing Independent Valuer becomes insolvent or is in material or persistent breach of its obligation s under that Property Valuation Agreement and fails to remedy the same after receiving 28 days’ notice.

Aviva Investors Venture & Growth Capital LTAF

For the purposes of COLL 15.2.6 and the UK AIFM Regime , the Aviva Investors Venture & Growth Capital LTAF is internally valued by the ACS Manager . To assist it with this, the AC S Manager has appointed [S&P Global Limited] to act as the V aluation A dviser , and its appointment as such has been notified to the FCA. No Standing Independent Valuer has been appointed in respect of that Sub - Fund as it does not invest directly in immovables .

Whether for the purposes of COLL 15 or the UK AIFM Regime , the valuation function for the Aviva Investors Venture & Growth Capital LTAF is therefore not performed by an external valuer (as defined in the FUND Sourcebook).

The Valuation Adviser for the Aviva Investors Venture & Growth Capital LTAF is appointed to provide a valuation recommendation of the Single Asset Core Investments (as such term is defined in Appendix 1) at least annually and otherwise in the event of certain trigger events as instructed by the ACS Manager . Each s uch valuation shall be conducted in accordance with Appendix 4 .

Sub - Funds other than the Aviva Investors Real Estate Active LTAF or the Aviva Investors Venture & Growth Capital LTAF

As at the date of this Prospectus, no Standing Independent Valuer or Valuation Adviser has been

appointed in respect of any such other Sub - Fund which f or the purposes of COLL 15.2.6 and the UK AIFM Regime, is internally valued by the ACS Manager .

Whether for the purposes of COLL 15 or the UK AIFM Regime, the valuation function for such other Sub Funds is therefore not performed by an external valuer (as defined in the FUND Sourcebook).

General

No valuer will be treated as independent for the purposes of valuing property if that valuer has been engaged (or its associates have been engaged) with the finding of the immovable for a Sub - Fund .

Each Standing Independent Valuer ha s been, and if replaced any replacement shall then be, appointed by or with the approval of the AC S Manager and the Depositary, subject to such terms (including as to the remuneration of that Standing Independent Valuer) as may be agreed from time to time.

No person shall qualify for appointment as standing independent valuer unless it is either a body corporate or a partnership. The respective Standing Independent Valuer s may not assign or delegate the valuation function to a third party.

10A. Property Managers

As at the date of the Prospectus, Jones Lang LaSalle Limited , Cushman & Wakefield Debenham Tie Leung Limited and Savills ( UK ) Limited have been appointed as Property Managers to the Aviva Investors Real Estate Active LTAF. As at the date of the Prospectus, no Property Manager has been appointed to any other Sub - Fund . Each P roperty M anager is responsible for the day to day operation and management of the properties in respect of which they have been appointed including building management, commercial property marketing and leasing, production of property level accounts and providing liaison between the Sub - Fund/Investment Manager and the lessee(s).

10 B . Loan Servicing Agent

A loan servicing agent may be appointed to provide certain loan servicing and banking, loan management, loan surveillance and technology services in respect of loans entered into by a relevant Sub - Fund.

As at the date of this Prospectus, Mount Street Mortgage Servicing Limited and Mount Street Portfolio Advisers GMBH ha ve b een appointed in respect of the Aviva Investors Multi - Sector Private Debt LTAF , to the extent that Sub - Fund enters into loans directly or indirectly via a Luxembourg securitisation vehicle or another holding company or vehicle operated by Aviva Investors companies . Whether a loan servicing agent

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has been appointed in relation to loans entered into by a holding company, vehicle or fund not operated by Aviva Investors would be for the manager / operator of such company, vehicle or fund to determine .

As at the date of the Prospectus, no loan servicing agent has been appointed to any other Sub - Fund . 11. Unitholder ’ s Relationship with the Scheme In order to subscribe for Units , Unitholders must complete an appropriate Form , P ower of A ttorney, and Investor Agreement . By doing so, Unitholders agree to subscribe for Units and to be bound by the terms of this Prospectus and the ACS Deed. All Unitholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the ACS Deed, copies of which are available as described in section 36 (viii) below. The provisions of the ACS Deed are binding on the Depositary , the ACS Manager and the Unitholders and all persons claiming through them respectively as if all such Unitholders and persons had been party to such ACS Deed. The Unitholder Documents are governed by and at all times subject to English law . T he courts of England shall have jurisdiction in relation to claims made under them . Unitholders should note that the Scheme and the Sub Funds may be adversely affected by the ability to recognise and enforce a foreign judgment in England. There are a number of legal instruments providing for the recognition and enforcement of judgments ob tained from certain jurisdictions relating to certain matters in England. Judgments obtained in jurisdictions or relating to matters not covered by such legal instruments may be enforceable in England at common law. Nevertheless, there is uncertainty regar ding the ability to enforce foreign judgments in England, which may adversely affect the Scheme and the Sub - Funds and the value of a Unitholder’s Units. Section 261P of the Financial Services and Markets Act 2000 provides for segregated liability between Sub - Funds. The concept of segregated liability is relatively new . Accordingly, where c laims are brought by local creditors in foreign courts or under foreign law contracts, it is not yet known how those foreign courts will react to S ection 261P.

12. Unitholder’s Rights Against Service Providers The Scheme is reliant on the performance of the S ervice P roviders. No Unitholder will have any direct contractual claim against any Service Provider with respect to such Service Provider ’ s default. This is without prejudice to any right a Unitholder may have to bring a claim against an FCA authorised Service Provider , the ACS Manager or the Depositary under S ection 138D of the Financial Services and Markets Act 2000 (which provides that breach of an FCA rule by such Service Provider , the ACS Manager or the Depositary is actionable by a private person who suffers loss as a result), or any tortious or contractual cause of action. Unitholders who belie ve they may have a claim under

S ection 138D of the Financial Services and Markets Act 2000, or in tort or contract , against any Service Provider , the ACS Manager or the Depositary in connection with their investment in the Scheme , should consult their legal adviser. U nitholders may be eligible for compensation under the FSCS if they have claims against the ACS Manager, Depositary or another FCA authorised Service Provider (including the Investment Manager) which is in default. As set out in section 36 (vi) , there are limits on the amount of compensation available. Further information about the FSCS is at www.fscs.org.uk . To determine eligibility in relation to the FSCS, Unitholders should consult the website above and speak to their legal advisers. See section 5 above for a summary of the Depositary’s liability to the Scheme.

13. Subscription and Redemption of Units

(a) Liquidity management The ACS Manager maintains a liquidity management policy to monitor the liquidity risk of the Scheme , which includes, among other tools and methods of measurement, the use of stress tests under both normal and exceptional circumstances. The liquidity management systems and procedures employed by the ACS Manager enable it to measure the liquidity of a Sub - Fund ’ s portfolio against thresholds set by reference to each Sub - Fund ’ s redemption policy. The ACS Manager seeks to ensure that the Scheme and each Sub - Fund will remain within the liquidity limits set for it. The ACS Manager is also able to apply various tools and arrangements necessary to respond appropriately to redemption requests. In normal circumstances, redemption requests will be processed as set out below in section 13 (d) . Other arrangements may also be used in response to redemption requests, including the use of the power of deferral (including restrictions on large deals ) or similar arrangements including cancellation (as set out below) which, if activated, will restrict the redemption rights Unitholders benefit from in the ordinary course. The ACS Manager may also temporarily suspend redemptions in certain circumstances as set out in section 13 (h) . (b) Subscription for Units In relation to all Units other than DC Regular Flows Accumulation Units : As a condition of investment, each prospective Unitholder in any of the Sub - Funds must have , in addition to the Form , Power of Attorney, and Investor Agreement , entered into a separate subscription agreement with the ACS Manager (“ Subscription Agreement ”) , or an addendum to any such Subscription Agreement to which they are already party, (i) agreeing the manner in which their agreed subscription amount (“ Commitment ”) will be accepted and drawndown by that Sub - Fund and otherwise setting out the basis on which that Sub - Fund i s

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available to the Unitholder in the form required by the ACS Manager , and (ii) pursuant to which such investment is to be made . Until such amounts are drawndown by the relevant Sub - Fund, Units will not be issued in respect of the Commitments and investors will be placed in a queue relating to the Sub - Fund to which they have committed ( each such queue being a “ Commitment Queue ” ) . To ensure that investors are treated fairly, investors with a Commitment to the same Sub - Fund and which has been accepted by the ACS Manager with reference to the same specified monthly Dealing Day for subscriptions for that Sub - Fund will be classed as being within the same drawdown vintage (“ Drawdown Vintage ”) , save for Commitment s to the Aviva Investors Climate Transition Real Assets LTAF provided pursuant to Subscription Agreement s completed on or prior to launch of that Sub - Fund , where , in order to ensu re that the investors providing those Commitment s are treated fairly amongst themselves :

• each such Commitment shall be accepted by the ACS Manager with reference to both : (i) the date of l a unch of that Sub - Fund ; and (ii) the date (the “ Prior Acceptance Date ”) on which the relevant investor had previously had a n equivalent commitment accepted by the ACS Manager in relation to the Aviva Investors Climate Transition Real Assets Fund (a sub - fund of the Aviva Investors Funds ACS) and which previous commitment is to be cancelled in consideration for the Commitment it is providing to , and at launch of, the Aviva Investors Climate Transition Real Assets LTAF ; and

• only investors with a Commitment accepted with reference to the same Prior Acceptance Date will be classed as being within the same Drawdown Vint age, with the effect that there could be multiple Drawdown Vintages accepted with reference to the date of launch of that Sub - Fund yet ordered by reference to their respective Prior Acceptance Date s . Unless the ACS Manager exercises its discretion in relation to an in specie subscription pursuant to section 13 (g) , i nvestors will have their C ommitment in respect of a particular Sub - Fund drawn down in the order of their Drawdown Vintage, meaning that investors in earlier Drawdown Vintages in respect of that Sub - Fund will be drawn down in priority to investors in subsequent Drawdown Vintages in respect of that Sub - Fund , with investors in the same Drawdown Vintage being drawn down from the relevant Commitment Queue on a pro rata basis, a ll as further described in the Subscription Agreement . Drawdowns will be made on an as - needed basis and investors will be provided with appropriate notice, being the Drawdown notice period for investors in the Commitment Queue set out for each Sub - Fund at Appendix 1 . At its sole discretion but with the agreement of the proposed investor(s), the ACS

Manager may fully waive (or shorten) the Drawdown notice period for investors in the Commitment Queue. In doing so, t he ACS Manager will at all times consider the best interests of the proposed investor(s) and the ex isting Unitholders of each Sub - Fund . Except in the case of in specie subscriptions (see section 13 (g) below), payment shall then be required by the Unitholder by the S ubscription S ettlement T ime noted for that Sub - Fund at Appendix 1. To the extent payment is provided in advance of the associated Dealing Day for subscription s , Units will not be issued in the relevant Sub - Fund until the Valuation Point on the Dealing Day for subscriptions in respect of which the Commitment is being drawn down . If timely settlement is not made, the ACS Manager may, at its sole discretion, cancel the relevant subscription of Units and/or an applicant may be required to pay an administr ation charge to the ACS Manager to cover any costs and resultant losses incurred by the ACS Manager and/or the Scheme (including without limitation as a result of any consequential failure , whether by the ACS Manager or the relevant Sub Fund or otherwise, to comply with an obligation in connection with which the Commitment was being drawdown) and/or take any other action as permitted pursuant to the Subscription Agreement . As set out in the Subscription Agreement, a prospective Unitholder may request to cancel any part of its Commitment which has not been drawn within a period of being accepted by the ACS Manager provided it has not been committed for onward investment , as set out in and otherwise subject to the terms of the Subscription Agreement with that prospective Unitholder . A worked example of the Commitment s and Drawdown process is set out in Appendix 5 . In relation to DC Regular Flows Accumulation Units : Subscriptions for DC Regular Flows Accumulation Units in any of the Sub - Funds where that Unit Class is available will not be subject to the Commitment and Drawdown process detailed above. R ather than being drawn from the Commitment Queue, a subscription for DC Regular Flows Accumulation Units shall be made by Unitholders that meet the eligibility criteria set out in Appendix 1 below placing an order to subscribe for Units , during Normal Business Hours, by such forms of electronic communication as may be approved by the ACS Manager or any other method otherwise approved by the ACS Manager. Each prospective Unitholder in this Unit Class (including for the avoidance of doubt any existing Unitholders subscribing for additional investment in this Unit Class) must have entered into a Subscription Agreement, Form, Power of Attorney, and Investor Agreement. All requests to subscribe for DC Regular Flows Accumulation Units in a Sub - Fund must be received by the Cut - off Point for subscription of DC Regular Flows Accumulation Units as set out in Appendix 1 , otherwise they will be held over to the Valuation Point

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on the next Dealing Day for subscription of Units for that Sub - Fund as set out in Appendix 1 . Purchase orders made by approved electronic communication and received outside of Normal Business Hours will be deemed received as soon as possible on the next Business Day. Except in the case of in specie subscriptions (see section 13 (g) below), payment shall then be required by the Unitholder by the Subscription Settlement Time noted for that Sub - Fund at Appendix 1. T o the extent payment is provided in advance of the associated Dealing Day for subscription s , Units will not be issued in the relevant Sub - Fund until the Valuation Point on the relevant Dealing Day for subscriptions in respect of which the investment has been accepted . If timely settlement is not made, the ACS Manager may, at its sole discretion, cancel the relevant subscription of Units and/or an applicant may be required to pay an administration charge to the ACS Manager to cover any costs and resultant lo sses incurred by the ACS Manager and/or the Scheme. In relation to all Units : Payment for the subscription of Units is by electronic payment. No certificates are issued for Units in the Scheme. However, a contract note will be sent to the Unitholder by electronic communication by no later than close of business on the Business Day after the Dealing Day for subscriptions in respect of which the Units are being issued . The contract note will show the price of the relevant Units (per Unit and the total cost), shown to at least four significant figures. In accordance with the COLL Sourcebook the ACS Manager reserves the right to refuse to issue Units in certain circumstances, in particular where it has reasonable grounds to refuse the sale. U nitholders must meet the investment criteria for any Unit Class in which they intend to invest . If a subscription request is processed for Units in a Unit C lass in which a Unitholder does not meet the investment criteria or otherwise defaults on its obligations under the Unitholder Documents then the ACS Manager reserves the right to convert that Unitholder into a n alternative Unit C lass in the Scheme or redeem that Unitholder 's Units . In such a scenario the ACS Manager is not obliged to give the Unitholder prior notice of its actions and may declare any special R edemption D etermination D ate not otherwise specified in this Prospectus in order to effect such redemption as soon as practicable (including waiving or shortening any applicable notice period where this in the best interests of Unitholders ) . T he Unitholder bears any consequential risk including that of market movement. At the point of launch of a Sub - Fund , there may be an initial offer period of one day. During any such initial offer period, the initial offer price of the Units for that Sub - Fund will be £1.00. Where there is no initial offer period in respect of a Sub - Fund, the initial price of Units will be separately confirmed to prospective Unitholders.

(c) Cancellation rights Due to the nature of the investors that are eligible to invest in the Scheme, the ACS Manager does not offer any cancellation rights in relation to a subscription for Units.

(d) Redemption of Units In light of their authorisation as Long - Term Asset Fund s , the Sub - Funds operate various redemption arrangements , including periodic Redemption Determination Dates as set out in Appendix 1 at which redemptions may be accepted or deferred or cancelled as explained in section 13 (f) below , redemption cut offs by which a request to redeem must be received in order to be considered at a Redemption Determination Date , and the use of notice periods , all as further described below . For the Aviva Investors Venture & Growth Capital LTAF an additional lock - in period is also applied to redemptions as explained further below. Unitholders should note that, unless otherwise confirmed by the ACS Manager, redemption requests in respect of a Sub - Fund should be completed in writing by fax or email, the details for which are available on request from the ACS Manager . Redemption requests will only be accepted if made in respect of a number of Units (not value of investment to be redeemed ). Where Unitholders hold Units of more than one class in a Sub - Fund , the redemption request must specify which unit class is to be redeemed. To be con sidered for accept ance at a particular Redemption Determination Date, r edemption requests must be received prior to the relevant Cut - Off Point for that Redemption Determination Date as set out for that Sub - Fund in Appendix 1 , otherwise they will be held over to be considered at the next Redemption Determination Date . With respect to the Aviva Investors Venture & Growth Capital LTAF, to be considered for acceptance at a particular Redemption Determination Date, redemption requests must also comply with the lock - in provisions, as explained further below. Once a redemption request has been accepted by the ACS Manager as at a specific Redemption Determination Date, it is irrevocable. F ollowing acceptance of the redemption request , a notice period of the duration as is noted for that Sub - Fund in Appendix 1 shall apply prior to the redemption being effected , the associated Units being cancelled , and the price of that redemption being determined and the proceeds being paid out as necessary . The Valuation Point at which the price of redemptions will be determined, and the associated Units will be cancelled, will be the Valuation Point on the “Price Strike for Redemptions” date, as set out for that Sub Fund in Appendix 1, and will not be the Va luation Point on the Redemption Determination Date at which the redemption request is accepted by the ACS Manager. Except in the case of in specie redemptions (see section 13(g) below) or deferred /cancelled redemptions (see section 13(f) below), the proceeds of redemption from the relevant Sub - Fund will be sent to

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redeeming Unitholders by electronic payment within the period set out for th at Sub - Fund in Appendix 1. The ACS Manager will endeavour to send Unitholders a confirmation of acceptance of a redemption request (whether in full or in part) by no later than close of business on the Business Day after the Redemption Determination Date on which the redemption request is accepted by the ACS Manager. The ACS Manager will send Unitholders a contract note for the redeemed Units by close of business on the Business Day after the relevant “Price S trike for R edemptions” date, as set out for that Sub - Fund in Appendix 1. A worked example of the redemption process for each Sub - Fund is set out in Appendix 5 . Lock - in period prior to redemptions in relation to A viva Investors Venture & Growth Capital LTAF : Each subscription for Units in the Aviva Investors Venture & Growth Capital LTAF will be subject to the “lock - in period prior to redemption”, as set out for that Sub - Fund in Appendix 1, before a redemption request can be accepted in respect of the same. As such, a request for the redemption of any Units in that Sub Fund shall only be eligible for acceptance on a Redemption Determination Date that falls on or after the expiry of the “lock - in period prior to redemption” applicable to such Units. Given the Cu t - Off Point for Redemption Determination Date that applies for this Sub - Fund as set out in Appendix 1, Unitholders should note that they may nevertheless need to issue a redemption request during the lock - in period prior to redemption for it to be accepted on or after the expiry of that period. For the avoidance of doubt, this applies to Units that may be issued from time to time in relation to DC Regular Flows Accumulation Units as well as Units in other Classes that have been issued further to a drawdown of the relevant investor’s Commitment. The lock - in period reflects the typical holding period for the Single Asset Core Investments (as defined in Appendix 1) in which the Aviva Investors Venture & Growth Capital LTAF will invest and therefore will be used to align the liquidity profile of the Sub - Fund with the liquidity profiles of the underlying assets. A worked example of the impact of the lock in period prior to redemptions is set out in Appendix 5.

(e) Delivery Versus Payment (“DvP”) Exemption The ACS Manager may make use of the Delivery versus Payment (“DvP”) exemption for Unitholders that consent, as set out in the FCA Client Asset Rules (“CASS Rules”), which provides for a one business day window during which Unitholders’ money held by the ACS Manager for the p urposes of settling a transaction in Units is not treated as “client money” within the meaning of the CASS Rules. Specifically, under the DvP exemption, money received by the ACS Manager from a Unitholder, or money due to be paid to a Un itholder by the ACS Manager, need not be treated as client money if: (i) the ACS Manager receives the money from a Unitholder in relation to the ACS Manager’s obligation to issue Units in the ACS and the money is passed to the Depositary for the purpose of

this obligation in the relevant Sub - Fund within the timeframes set out in the FCA Rules; or (ii) the ACS Manager holds the money in the course of redeeming Units provided that the proceeds of that redemption are paid to a Unitholder within the timeframes set out in the FCA Rules.

(f) Deferred or cancelled redemption W hether th e request is to redeem all or part of a u nitholding , a t times of excessive redemptions (as defined by the below thresholds) , the ACS Manager may in its sole discretion decide (i) in respect of all Sub - Funds except the Aviva Investors Venture & Growth Capital LTAF, to defer redemptions (or part thereof) on any Redemption Determination Date to such future Redemption Determination Dates where the thresholds are not exceeded , or (ii) in respect of the Aviva Investors Venture & Growth Capital LTAF, to cancel any redemption requests (or part thereof) that exceed the thresholds set out below for this Sub - Fund . The ACS Manager will endeavour to inform the U nitholder if their redemption is being deferred , cancelled or accepted for redemption by close of business on the Business Day following the Redemption Determination Date in respect of which it has been submitted . Any deferral or cancellation of redemptions will allow the ACS Manager to protect the interests of continuing Unitholders by allowing the ACS Manager to match the sale of S cheme P roperty to the level of redemptions. This aims to reduce the impact of dilution on the Scheme. In relation to A viva Investors Real Estate Active LTAF : The thresholds for this Sub - Fund operate at both an overall Sub - Fund level and at an individual Unitholder level, as set out below . The Sub - Fund level thresholds will be deemed to be exceeded where:

− the total number of Units requested to be redeemed by all Unitholders , in respect of any Redemption Determination Date , would exceed 1 5 % of the aggregate number of the Units in issue on that Redemption Determination Date , excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption Determination Date where those Units have not yet been cancelled; or

− the total number of Units requested to be redeemed by all Unitholders , in respect of that Redemption Determination Date , when aggregated with the number of Units in respect of which redemption requests have been accepted on the 3 immediately preceding Redemption Determination Dates (i.e. within the previous 12 months) , would exceed 3 0 % of the aggregate number of the Units in issue on that Redemption Determination Date , excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption

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Determination Date where those Units have not yet been cancelled. The Individual Unitholder level thresholds will be deemed to be exceeded where:

− the total number of Units requested to be redeemed by an individual Unitholder , in respect of any Redemption Determination Date , would exceed 10% of the aggregate number of the Units in issue on that Redemption Determination Date , excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Uni tholder s on any prior Redemption Determination Date , where those Units have not yet been cancelled ; or

− the total number of Units requested to be redeemed by a n individual Unitholder, in respect of that Redemption Determination Date, when aggregated with the number of Units in respect of which redemption requests have been accepted for that Unitholder on the 3 immediately preceding Redemption Determination Dates (i.e. within the previous 12 months), would exceed 2 0% of the aggregate number of the Units in issue on that Redemption Determination Date, excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption Determination Date , where those Units have not yet been cancelled. In relation to A viva Investors Climate Transition Real Assets LTAF : The thresholds for this Sub - Fund operate solely at an overall Sub - Fund level and will be deemed to be exceeded where:

− the total number of Units requested to be redeemed by all Unitholders in respect of any Redemption Determination Date would exceed 10% of the aggregate number of the Units in issue on that Redemption Determination Date , excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption Determination Date where those Units have not yet been cancelled; or

− the total number of Units requested to be redeemed by all Unitholders in respect of that Redemption Determination Date, when aggregated with the number of Units in respect of which redemption requests have been accepted on the two immediately preceding Redemption Determination Dates (i.e. within the previous 3 months) , would exceed 25% of the aggregate number of the Units in issue on that Redemption Determination Date , excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption Determination Date where those Units have not yet been cancelled; or

− the total number of Units requested to be redeemed by all Unitholders in respect of that Redemption

Determination Date, when aggregated with the number of Units in respect of which redemption requests have been accepted on the 11 immediately preceding Redemption Determination Dates (i.e. within the previous 12 months) , would exceed 35% of the aggregate number of the Units in issue on that Redemption Determination Date , excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption Determination Date where those Units have not yet been cancelled. In relation to A viva Investors Multi - Sector Private Debt LTAF : The thresholds for this Sub - Fund operate at both an overall Sub - Fund level and at an individual Unitholder level, as set out below. The Sub - Fund level thresholds will be deemed to be exceeded where:

− the total number of Units requested to be redeemed by all Unitholders in respect of any Redemption Determination Date would exceed 15% of the aggregate number of the Units in issue on that Redemption Determination Date, excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders o n any prior Redemption Determination Date , where those Units have not yet been cancelled; or

− the total number of Units requested to be redeemed by all Unitholders in respect of that Redemption Determination Date, when aggregated with the number of Units in respect of which redemption requests have been accepted on the 3 immediately preceding Redemption Determination Dates (i.e. within the previous 12 months) , would exceed 30% of the aggregate number of the Units in issue on that Redemption Determination Date, excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption Determination Date , where those Units have not yet been cancelled. The Individual Unitholder level thresholds will be deemed to be exceeded where:

− the total number of Units requested to be redeemed by an individual Unitholder in respect of any Redemption Determination Date would exceed 10% of the aggregate number of the Units in issue on that Redemption Determination Date, excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption Determination Date , where those Units have not yet been cancelled ; or

− the total number of Units requested to be redeemed by an individual Unitholder in respect of that Redemption Determination Date, when aggregated with the number of Units in respect of which redemption requests from the individual Unitholder have been accepted on the 3 immediately

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preceding Redemption Determination Dates (i.e. within the previous 12 months) , would exceed 20% of the aggregate number of the Units in issue on that Redemption Determination Date, excluding the aggregate number of Units in respect of which redemption requests have been accepted across all Unitholders on any prior Redemption Determination Date , where those Units have not yet been cancelled . In relation to A viva Investors Venture & Growth Capital LTAF : The thresholds for this Sub - Fund operate solely at an overall Sub - Fund level and will be deemed to be exceeded where the total number of Units requested to be redeemed by all Unitholders in respect of any Redemption Determination Date would exceed 10% of the aggregate number of the Units in issue on that Redemption Determination Date . In relation to all Sub - Funds : If the ACS Manager elects to restrict the redemption of Units in this manner , then : (i) redemptions will be accepted at a Redemption Determination Date in an aggregate amount which is not less than the level of the relevant threshold , and the remaining amount of Units requested to be redeemed will be deferred , other than in the case of the Aviva Investors Venture & Growth Capital LTAF where the remaining amount of Units requested to be redeemed will be cancelled ; (ii) where more than one Unitholder has submitted a redemption request in respect of that Redemption Determination Date and : (A) the y are being defer red or cancelled as a result of a Sub - Fund threshold being exceeded, the amount accepted per Unitholder will be calculated pro rata to the aggregate number of the Units requested to be redeemed in respect of that Redemption Determination Date ; or (B) (for the Aviva Investors Real Estate Active LTAF or the Aviva Investors Multi - Sector Private Debt LTAF ) they are being deferred as a result of an individual Unitholder threshold bein g exceeded, the amount accepted per Unitholder will be calculated in a manner which ensures each such Unitholder is being treated equitably ; and (iii) other than in the case of the Aviva Investors Venture & Growth Capital LTAF: (A) the relevant Unitholder(s) shall be deemed to have validly submitted a further redemption request in respect of its Units so deferred , for the next and each subsequent Redemption Determination Date s , until all of the Units to which the original request(s) related have been accepted to be redeemed; and (B) those further redemption requests will be considered in priority to redemption requests in respect of Units which haven’t been deferred from an earlier Redemption Determination

Da te save where, for a particular Unitholder , any individual Unitholder thresholds would then be exceeded. For the Aviva Investors Venture & Growth Capital LTAF, should a Unitholder wish to redeem any or all of the amount of the redemption request not accepted, it shall be required to submit a further redemption request itself in accordance with the provisions of Section 13(d). Where relevant, the impact of the individual Unitholder level thresholds is such that one Unitholder may have a greater proportion of its redemption request being deferred when compared to the proportion which another Unitholder has deferred, in each case as at a particular Redemption Determination Date. Any part of a redemption request which is accepted pursuant to this clause, whether at the original Redemption Determination Date or (where applicable) following deferral to a subsequent Redemption Determination Date , will be processed in accordance with the standard p rovisions for redemptions as set out above in Section 13(d) . W orked example s of the above deferral or cancellation provisions (as applicable) in respect of each Sub - Fund are set out in Appendix 5 . (g) In specie subscriptions and redemptions The ACS Manager may, at its discretion, arrange for the Depositary to issue Units in exchange for assets other than cash. The Depositary may, on the instruction of the ACS Manager, pay out of the relevant Sub - Fund assets other than cash as payment for the redemption of Units . An i n specie subscription or in specie redemption will only take place where the Depositary has taken reasonable care to determine that it is not likely to result in any material prejudice to the interests of Unitholders in the releva nt Sub - Fund . Where it is in the best interests of Unitholders , p rospective Unitholders and the relevant Sub - Fund , the ACS Manager may elect not to place the prospective Unitholder in the relevant Commitment Queue, notwithstanding there may be other p rospective Unitholders in the relevant Commitment Queue awaiting drawdown . Instead the ACS Manager may issue Units in a Sub - Fund in exchange for assets (in specie subscription) at the next Dealing Day for subscription of Units . The ACS Manager will not issue Units in any Sub - Fund in exchange for assets the holding of which would be inconsistent with the investment objective s or policy of that Sub - Fund. Where the ACS Manager elects to carry out an in specie redemption, it must notify the relevant Unitholder of this in writing no later than the close of business on the second Business Day after the Redemption Determination Date for the relevant Sub Fund , as set out in Appendix 1 , or such later date as that Unitholder may in its discretion agree . Where there is an in specie redemption, the Depositary will, in accordance with the rules of the COLL

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Sourcebook, cancel the Units and transfer a proportionate share of the assets of the relevant Sub Fund or such selection from the property of the Scheme as the Depositary , after consultation with the ACS Manager, decides is reasonable to the Unitholder , in either case having regard to the need to be fair both to the Unitholder taking the in specie redemption and to continuing Unitholders . The transfer of assets to the redeeming Unitholder will, in the normal course, give rise to a liability to transfer taxe s in the hands of the Unitholders. This is covered more fully in the tax section at Section 27 below . Irrespective of the value of the Units , where a Unitholder wishes to redeem and the ACS Manager has elected to provide an in specie transfer, the Unitholder is entitled to instruct the ACS Manager not to transfer assets, but to sell those assets (other than those in cash in the relevant currency) and pay to the Unitholder the net proceeds of sale (and cash). However, instruction must be given by the Unitholder in writing to the ACS Manager by the close of business on the fourth Business Day after the receip t of the ACS Manager’s notice of election to provide an in specie redemption . The value raised will not necessarily correspond with the applicable published bid price. The ACS Manager may, in its sole discretion, agree to a request from a Unitholder for an in specie redemption where it receives such request in advance of or as part of the redemption request. Where the ACS Manager does agree, the Depositary will transfer assets to the Unitholder of the relevant Sub - Fund in the manner set out above.

(h) Suspension The ACS Manager may, with the prior agreement of the Depositary , and must without delay, if the Depositary so requires, temporarily suspend the issue and redemption of Units for a period of time where due to exceptional circumstances it is in the interest of all Unitholders in the relevant Sub - Fund. This may include where dealings in an underlying investment (s) in which that Sub - Fund invests have also been suspended . The ACS Manager and Depositary must ensure that the period of suspension is only allowed to continue for as long as it is justified having regard to the interest of Unitholders and that dealing resumes as soon as practicable after the circumstances triggering a suspension have ceased. Upon suspension the ACS Manager will immediately inform the FCA giving reasons for the suspension and notify any home state regulator in jurisdictions where Units in the relevant Sub - Fund are available for sale. The ACS Manager will notify Unitholders of the suspension as soon as practicable after the suspension commences ensuring the suspension only continues for as long as it is justified having regard to the interests of the U nitholders. The ACS Manager will formally review the suspension with the Depositary at least every 28 days, keeping the FCA informed. The ACS Manager will resume issue and redemption in Units after giving the requisite notice in accordance

with the COLL Sourcebook. The ACS Manager will publ ish sufficient details on its website to keep Unitholders appropriately informed about the suspension including, if known, its likely duration. In the event of such a suspension the “notice period following acceptance of a redemption” as set out for each Sub - Fund in Appendix 1 may be extended , such that there is a longer period before the price for that redemption is determined and any proceeds are paid out to the relevant Unitholder than is set out in Appendix 1 , even where the Redemption Determination Date at which that redemption was accepted occurred prior to the instigation of the suspension . (i) Conversion and switching rights Subject to the restrictions set out below with respect to DC Regular Flows Accumulation Units, t he ACS Manager may permit a U nitholder to: (i) convert all or some of the U nits held from one Unit Class in a Sub - Fund (the " Original Units ") for U nits of another Unit Class in the same Sub - Fund (" New Units "), subject to M inimum I nvestment and eligibility requirements . When U nits are converted, the number of New Units to be issued will be determined by applying a 'conversion factor' to the value of the Original Units held to determine the number of New Units to be issued. The conversion factor applicable to such U nit conversion is available on request f rom the ACS Manager in writing; or (ii) subject to the specific requirements that apply in relation to the Sub - Funds noted below, switch all or some of the U nits held from one Unit Class in a Sub - Fund (the " Original Units ") into U nits of another Sub Fund within the Scheme (the " New Units ") subject to M inimum I nvestment and eligibility requirements. On a switch of U nits, the number of New Units issued will be determined by reference to the respective prices of New Units and Original Units at the V aluation P oint applicable when the Original Units are redeemed and the New Units are issued. Any such exchange is treated as a redemption an d sale. Unitholders must provide written instructions to convert or switch holdings to the ACS Manager which, in the case of joint U nitholders, must be signed by all joint U nitholders before a conversion or switch is e ffected. Conversions and switches are subject to the M inimum I nvestment and eligibility requirements. No conversion or switch will be made during any period when the right of U nitholders to require a redemption of U nits is suspended. A conversion between the Unit C lasses of a Sub - Fund shall t ake place at such Valuation Point agreed by the ACS Manager at the request of the Unitholder . A switch between the relevant Sub - Fund and another Sub - Fund of the Scheme will only be effected on a Business Day when both Sub - Funds have Valuation

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Points and such Business Day is a Dealing Day and otherwise at such Valuation Point agreed by the ACS Manager at the request of the Unitholder . Unitholders subject to UK tax should note that a switch of U nits between Sub - Funds (but not between Unit Class es in the same Sub - Fund) should be treated as a disposal for the purposes of Capital Gains Tax. Conversions between different Unit Class es in the same Sub - Fund should not give rise to a disposal for UK Capital Gains Tax purposes. Conversions between different Unit Classes in the same Sub - Fund may , however, be treated as a disposal for UK capital gains tax purposes if the Unit Classes have different hedging arrangements . Unitholders should seek their own professional tax advice in this regard. A U nitholder who switches U nits in one Sub - Fund for U nits in any other Sub - Fund will not be given a right by law to withdraw from or cancel the transaction. S pecifically in respect of Aviva Investors Real Estate Active LTAF, Aviva Investors Climate Transition Real Assets LTAF , Aviva Investors Multi - Sector Private Debt LTAF and Aviva Investors Venture & Growth Capital LTAF , s ave in relation to DC Regular Flows Accumulation Units :

• switches in - prospective investors are required to enter into a Subscription Agreement , and a drawdown process applies, in each case as set out in section 13 (b) which means that it may not be possible for Units to be switched from another Sub - Fund of the Scheme into any of these Sub Funds and the ACS Manager may not be able to accept any requests to so switch into these Sub Funds ; and

• switches out - v arious redemption provisions are in place , as set out in section 13 (d) and (f) . Any requested switch out of a ny of these Sub - Funds would remain subject to the relevant redemption provisions. Accordingly, even where the request to switch out has been accepted, (whether in whole or in part), New Units will not be issued for the amount of the deal so accepted until the “Price S trike for R edemptions” date in respect of the relevant Sub - Funds as set out in Appendix 1 , and Unitholders will bear the risk of any price movements in the New Units during this period. Please note that converting and switching will not be permitted into or out of the DC Regular Flows Accumulation Unit Class in any of the Sub - Funds where this Unit Class is available . (j) Mandatory redemption , cancellation o r conversion of Units The ACS Manager may from time to time take such action and impose such restrictions as it thinks necessary for the purpose of ensuring that no Units in any Sub - Fund are acquired or held by any person in circumstances (" relevant circumstances ") which constitute a breach of the law or governmental regulation (or any interpretation of a law or regulation by a competent authority) of any country or territory; or which would (or would if other Units were acquired or

held in like circumstances) result in any Sub - Fund inc urring any liability to taxation or suffering any other adverse consequence (including a requirement to register under any securities or investment or similar laws or governmental regulation of any country or territory); and, in this connection, the ACS Manager may reject at its discretion any subscription, redemption , switch or conversion of Units . In particular, all Unitholders must meet the eligibilit y criteria set out in section 2 and Appendix 1 . All US residents and citizens should note the requirements of the Foreign Account Tax Compliance Act ('FATCA'), please see section 27(f) . If it comes to the notice of the ACS Manager that any Units (" affected Units ") have been acquired or are being held in each case whether beneficially or otherwise in any of the relevant circumstances referred to above or if it reasonably believes this to be the case the ACS Manager may give notice to the relevant Unitholder to convert or switch their holding to another Unit Class or Sub - Fund if a suitable Unit Class or Sub Fund is available (and, in the case of a switch, subject to the basis on which switch ing rights are offered) or give notice to the relevant holder of the affected Units requiring the Unitholder to provide a request in writing for the redemption or cancellation of such Units . If any person upon whom such a notice is served does not within thirty days after the date of such notice request the conversion or switch of their holding of affected Units to another Unit Class or Sub - Fund if a suitable Unit Class or Sub - Fund is available (and, in the case of a switch, subject to the basis on which sw itching rights are offered) , or submit such request for redemption or cancellation of the affected Units, or establish to the satisfaction of the ACS Manager (whose judgement shall be final and binding) that he /she and any person on whose behalf he /she holds the affected Units are qualified and entitled to hold the Units, he /she shall be deemed upon the expiration of that thirty day period to have given a request in writing for the redemption or cancellation (at the discretion of the ACS Manager) of the affected Units . Notwithstandin g the foregoing, the ACS Manager must redeem such affected Units as soon as practicable and may declare any special Redemption Determination Date not otherwise specified in this Prospectus in order to effect such redemption as soon as practicable . In addition to the ACS Manager’s ability to effect the mandatory redemption of Units where a Unitholder does not meet the investment criteria or otherwise defaults on its obligations as set out in section 13 (b) above, t he ACS Manager also has discretion to effect the mandatory redemption of Units from the DC Regular Flows Accumulation Unit Class where doing so would be in the best interests of the relevant Sub Fund (for example, to prevent cash levels from building up in the Sub - Fund which otherwise could caus e a drag on performance of the Sub - Fund , impacting returns ). Where ver possible, t he ACS Manager will give the relevant Unitholders prior written notice of its intention to redeem their Units and may declare any special Redemption Determination Date not otherwise

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specified in this Prospectus in order to effect such redemption at the end of that notice period. However, the ACS Manager is not obliged to give the Unitholder s prior notice of its actions and may declare any special Redemption Determination Date not otherwise specified in this Prospectus in order to effect such redemption as soon as practicable (including waiving or shortening any applicable notice period where this is in the best interests of Unitholders).

(k) Transfers of Units Unitholders are entitled to transfer their Units to another person or body, provided that person meets the eligibility criteria for investment set out in this Prospectus (including Appendix 1 below) and the ACS Deed and amongst other things completes such Unitholder Documents as are required by the ACS Manager . All transfers must be in writing in the form of an instrument of transfer approved by the ACS Manager for this purpose. Completed instruments of transfer must be returned to the ACS Manager in order for the transfer to be registered by the ACS Manager. Please note that certain Unit Classe s are available only to certain categories of investors, and that prospective investors must complete a Subscription Agreement and return it to the AC S Manager , before the Units can be transferred.

At present, transfer of title by electronic communication is not accepted.

14. Excessive Trading Policy The Sub - Funds do not knowingly allow investments that are associated with excessive trading practices as such practices may adversely affect the interests of all Unitholders . Excessive trading includes individuals or groups of individuals whose securities transactions seem to follow a timing pattern or are characterised by excessively frequent or large trades. Unitholders should, however, be aware that the Sub Funds may be utilised by certain Unitholder s for asset allocation purposes or by structured product providers, which may require the periodic re - allocation of assets between Sub - Funds. This activity will not normally be classed as excessive trading unless the activity becomes, in the opinion of the ACS Manager, too frequent or appears to follow a timing pattern. As well as the general power of the ACS Manager to refuse subscriptions , redemptions, switches or conversions at their discretion, powers exist in other sections of this Prospectus to ensure that Unitholder interests are protected against excessive trading. These include in specie redemptions (see section 13(g) ) and conversion and switching rights (see section 13 ( i ) ) . In addition, where excessive trading is suspected, the Sub - Funds may combine Units that are under common ownership or control for the purposes of ascertaining whether an individual or a group of individuals can be deemed to be involved in excessive trading practices. Accordingly, the ACS Manager reserves the right to reject any application for switches, conversions,

redemption and subscription of Units from Unitholder s whom they consider to be excessive traders . For the avoidance of doubt, any dealing in Units which is permitted would be subject to a dilution adjustment pursuant to Clause 17 and Appendix 4.

15. Compliance with applicable laws and regulations As a result of any applicable laws and regulations, including but not limited to, relevant anti - money laundering legislation, tax laws and regulatory requirements, Unitholders may be required, in certain circumstances, to provide additional documentation to confirm their identity, or provide other relevant information pursuant to such laws and regulations, as may be required from time to time, even if an existing Unitholder . Any information provided by Unitholders will be used only for the purposes of comp liance with these requirements and all documentation will be duly returned to the relevant Unitholder . Until the ACS Manager receives the requested documentation or additional information, there may be a delay in processing any subsequent redemption request and the ACS Manager reserves the right in all cases to withhold redemption proceeds until such a time as the required documentation or additional information is received. Alternatively, the ACS Manager may employ a search of electronic data reference sources in order to access information held electronically concerning the identity of a Unitholder , including information held by certain government and consumer agencies. By completing the F orm , Power or Attorney or Investor Agreement or entering into a contract with the ACS Manager or one of its affiliates, U nitholders acknowledge that the ACS Manager may at any time initiate a search of information held electronically in ord er to verify identity.

16. Valuation The ACS Manager calculates the value of the Units in accordance with Appendix 4 , as permitted by the COLL Sourcebook. The basis of the calculation is the value of the underlying assets of the Scheme . Assets are valued on a single mid - market basis in accordance with the COLL Sourcebook. The valuation is performed at the Valuation Point and the function is performed by the ACS Manager in accordance with the COLL Sourcebook and the FUND Sourcebook . The Valuation Point of each Sub - Fund is set out in Appendix 1. Details and description of the applicable valuation procedures are contained in Appendix 4 . T he ACS Manager may at its discretion implement fair value pricing policies in respect of any of the Sub Funds. Fair value pricing will only apply where the ACS Manager deems it to be appropriate and in the interests of Unitholders and has reasonable grounds to believe that no reliable price exists for one or more underlying securities at a Valuation Point or the most recent price available does not reflect the ACS

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Manager's best estimate of the value of a security at the Valuation Point . In these circumstances the ACS Manager may at its discretion value an investment at a price which, in its opinion, reflects a fair and reasonable price for that investment. Circumstances which may give rise to a fair value price being used include instances where there is no recent tra de in the investment concerned; or the occurrence of a significant event since the most recent price has been determined . A significant event is one that means, in the ACS Manager's judgement, it no longer has confidence in the most recent price of an investment, including in the case of a security or a basket of securities , that price is materially different to the price that it is reasonably believed would exist at the Valuation Point had the relevant market been open. For this purpose, the ACS Manager may utilise pre determined trigger levels which take into account the materiality of any variance. When determining such fair value, one or more of a variety of fair valuation methodologies may be used (depending on factors including the asset type). For example, the asset may be priced on the basis of the original cost of the investment or, alternative ly, using proprietary or third party models (including models that rely upon direct portfolio management pricing inputs and which reflect the significance attributed to the various factors and assumptions being considered). Prices of actual, executed or hi storical transactions in the relevant asset and/or liability (or related or comparable assets and/or liabilities) or, where appropriate, an appraisal by a third party experienced in the valuation of similar assets and/or liabilities, may also be used as a basis for establishing the fair value of an asset or liability. Where an adjustment is made as per the foregoing, it will be applied consistently to all Unit Classe s within the same Sub - Fund. At a Valuation Point the ACS Manager will calculate Unit prices, using the most recent prices of the underlying securities that it can reasonably obtain. The objective is to give an accurate value of the Sub Fund as at the Valuation Point . The Base Currency of each Sub - Fund is sterling.

17. Prices of Units The ACS Manager will, on the completion of each valuation under section 16 , advise the Depositary of the Unit price. To the extent the Valuatio n Point falls on a Dealing Day , t hese are the prices which the ACS Manager has to pay to the Depositary for the issue of Units or , subject to the additional arrangements which are in place for redemptions , are the prices which the ACS Manager will receive from the Depositary upon the cancellation of Units . The actual cost of subscribing for or redeeming Units in a Sub - Fund may be higher or lower than the mid market value used in calculating the Unit price . The ACS Manager may swing the price up (or down) to protect Unitholders from the costs incurred by the Sub Fund as a result of issuing or cancelling Units .

The dilution adjustment is calculated using the estimated d ealing c osts of the Sub - Fund’s underlying investments and taking into consideration any dealing spreads, commissions and transfer taxes.

This particular method of arriving at the daily unit price is known as swing pricing and it is this method which will be used by the ACS Manager. Further details are set out in Appendix 4 under the heading Determination of Unit Price. The ACS Manager may make an adjustment to the price for the purpose of reducing dilution in the S cheme or to recover any amount which it had already paid or reasonably expects to pay in the future in relation to the issue or cancellation of Units . Where the ACS Manager decides to make or not to make a dilution adjustment, it will not do so for the purpose of creating a profit or avoiding a loss for the account of an affected person. A dilution adjustment can be made when there is a net flow in or out of the S cheme. The rate of adjustment will not exceed the price of the Scheme valuation calculation based on either the buying prices or selling prices of the underlying securities. It is not possible to predict accurately whether dilution is likely to occur. However, given an adjustment would likely be made whenever there is a net flow in or out of a Sub - Fund , it is probable that there will be a dilution adjustment made to protect the remaining Unitholders in affected Sub - Funds in respect of every subscription for or redemption of Units . 17A. Historic Performance Data Historic performance data (where available) is shown in Appendix 1 of this Prospectus and the quarterly report for the relevant Sub - Fund , as referred to in section 36(v) below . Please do not take past performance as a guide to future performance. The value of your investment and any income you receive from it can go down as well as up. You may get back less than the amount you originally invested. The performance figures in Appendix 1 may not be the most up to date available. Please telephone the Client Relationship Management Team on 0207 809 8135 between 8:30am and 5:30pm on any Dealing Day for the most recent information. * The performance of an index or other benchmark, where referred to in a Sub - Fund’s investment objective and policy is also shown in Appendix 1 . Source for all data: Aviva Investors/Lipper, a Thomson Reuters company. This is based on index provider data where applicable. All performance figures are calculated based on the published price, with net income reinvested in GBP, net of fees. Further information in respect of income returns, tracking error and volatility (where applicable) is available on request from the ACS Manager. * Telephone calls may be recorded by the ACS Manager , its delegates, their duly appointed agents

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and any of their respective related, associated or affiliated companies for records keeping, security and/or training purposes, please see the paragraph “Telephone Recording” below for further information.

18. Policy on Pricing When Units are subscribed for , they will be issued on a forward pricing basis . The forward price will be calculated at the Valuation Point on the relevant Dealing Day for Subscriptions of that Sub - Fund , as set out in Appendix I . When Units are redeemed , Units will be redeemed on a forward pricing basis . T he forward price will be calculated at the Valuation Point on the relevant “ P rice S trike for R edemptions ” date of that Sub - Fund , as set out in Appendix I . 19. Minimum Investment If following a redemption or switch a holding in any Unit Class should fall below the M inimum Investment for that Unit C lass, as detailed in Appendix 1, the ACS Manager has the discretion to effect a redemption of a Unitholder ’ s entire holding in that Unit Class . The ACS Manager will not be obliged to redeem Units if the number or value of the Units sought to be sold would result in the Unit holder holding less than any Minimum Investment stated in Appendix 1 as the minimum number or value of Units of the Unit C lass concerned that may be held. Minimum I nvestment s may be waived at the ACS Manager's discretion.

20. ACS Manager's B ox I t is not the ACS Manager's policy as at the date of this Prospectus to run a "box" (i.e. hold Units in the Sub Funds in its own accounts).

21. Publication of Prices and Y ields Daily prices for each Sub - Fund will be made publicly available through the ACS Manager's website, https://www.avivainvestors.com/en gb/institutional/fund - centre/tax - transparent.html , or by calling its Client Relationship Management Team on 0207 809 8135 . Please note that the published prices are for information only and these prices may not be the prices obtained when Units are dealt. Please refer section 16 for additional information. Telephone calls may be recorded by the ACS Manager, its delegates, their duly appointed agents and any of their respective related, associated or affiliated companies for records keeping, security and/or training purposes, please see the paragraph “Tele phone Recording” below for further information. The Units in the Sub - Funds of the Scheme are not listed or dealt in or on any investment exchange.

22. Classes of Units The Unit Classe s currently available in each Sub - Fund are set out in Appendix 1 . Each type of Unit represents a beneficial interest in undivided shares in the property

of the relevant Sub - Fund as detailed below. Each Unit represents one undivided share in the property of the relevant Sub - Fund . Each undivided Unit ranks pari passu with other undivided Units in a Sub - Fund. The nature of the rights represented by Units is that of a beneficial interest as tenants in common on the terms of the ACS Deed . Unitholders are not liable for the debts of a Sub - Fund. The property of a Sub - Fund must not be used to discharge any liabilities of, or meet any claims against, any person other than the Unitholders in that Sub - Fund. Where Accumulation Units are held, any income arising in respect of an Accumulation Unit is automatically accumulated and is reflected in the price of each Accumulation Unit. Allocation of income in respect of Accumulation Units will be transferred to the capit al property of the relevant Sub - Fund within 2 months of the end of the Annual Accounting Period to which that income relates, but will be reflected in the capital value of Accumulation Units on the first business day following the end of that Annual Accounting Period. Where Income Distribution Units are held, relevant Unitholders will receive a net distribution payable according to the distribution details of the relevant Sub Fund , which are set out in Appendix 1 . This distribution will be automatically reinvested into the relevant Sub - Fund and additional Units will be allocated to each relevant Unitholder unless the Unitholder agrees with the ACS Manager that the distribution is paid directly into its bank account . This net distribution is calculate d for each Unitholder as a proportion of the income, less expenses and received by the Sub - Fund on behalf of each Unitholder . After a period of six years from the date of payment, any unclaimed distribution will be add ed to the capital property of the Sub - Fund and may be forfeited. No interest will be paid on unclaimed distribution monies. Where both Income Distribution Units and Accumulation Units are in existence in relation to a Sub - Fund, the relevant Unitholders’ proportionate interests in the S cheme P roperty of the Sub - Fund represented by each Accumulation Unit increases as income is accumulated. Further, in these circumstances, the income of the Sub - Fund is allocated between Income Distribution Units and Accumulation Units according to the relevant Unitholders’ proportionate interests in the S cheme P roperty of the Sub - Fund represented b y the Accumulation Units and Income Distribution Units in existence at the end of the relevant d istribution p eriod. The ACS Deed of the Scheme also permits further Unit Classe s to be made available other than those currently available. Any such Unit Class may vary according to whether it accumulates or distributes income or attracts different fees and expenses, and as a result of this, monies may be deducted from Unit Classes in unequal proportions. In these circumstances, the proportionate interests of the Unit Classe s within a Sub - Fund will be adjusted in accordance with the provisions of the ACS Deed relating to proportion accounts. The Depositary may

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create one or more Unit Classe s as instructed from time to time by the ACS Manager. The creation of additional Unit Class es will not result in any material prejudice to the interests of holders of Units in existing Unit Class es.

23. Evidence of Title No certificates are issued in respect of the Units . Should any Unitholder , for any reason, require evidence of its title to Units , the ACS Manager shall, upon such Unitholder providing such proof of identity as the ACS Manager may reasonably require, supply the relevant Unitholder with a certified copy of the relevant entry in the Register relating to their holding of Units . 24. Investment Objective s and Policy, and Investment Restrictions

(a) General The investment objective s and policy of each Sub Fund is set out in Appendix 1 . In pursuing its investment objective and policy, each Sub - Fund may use the techniques referenced in Appendix 1 , Appendix 3 and in the risk factors set out in section 26 . Other techniques, however, may be developed or determined to be suitable for use by a Sub - Fund and the ACS Manager may (subject to applicable law) employ such techniques in accordance with that Sub - Fund's investment objective s and policy. The use of ‘predominantly’ in relation to the Aviva Investors Climate Transition Real Assets LTAF in Appendix 1 of this Prospectus is defined follow ing the guidelines provided by the Depositary and Trustee Association research paper of March 2009 and as such indicate s a threshold of at least 80% . This percentage has been discussed and agreed with the Investment Manager. The investment objectives and/ or policy of a Sub - Fund may be amended in accordance with the change classification process set out in the COLL Sourcebook. See section 31 for further details. The investment restrictions applicable to a particular Sub - Fund are set out in Appendix 1 . The investment restrictions set out in Appendix 3 apply to all Sub Funds (unless otherwise indicated ) . (b) Securities Financing Transactions (SFTs) and T otal R eturn S waps (TRS) This section applies specifically to the Aviva Investors Real Estate Active LTAF , the Aviva Investors Climate Transition Real Assets LTAF , the Aviva Investors Multi - Sector Private Debt LTAF and the Aviva Investors Venture & Growth Capital LTAF . The se Sub Fund s do not use SFTs or TRS . 25. Leverage Ratios The maximum level of leverage which a Sub - Fund, or the ACS Manager on that Sub - Fund’s behalf, is permitted to use as part of such Sub - Fund’s in vestment strategy is set out in Appendix 1 .

As required by the UK AIFM Regime , leverage is expressed as a ratio between a Sub - Fund’s total exposure and its net asset value. The generic example s below d emonstrate the UK AIFM Regime prescribed methodologies that must be used for calculating such leverage ratios. If a Sub - F und were to have 8 0% physical holding in direct investments , 20% exposure to index futures, 3 0% forward FX (used to hedge) and 2 0% cash, in accordance with the UK AIFM Regime such Sub F und’s leverage would be expressed as follows:

• using the c ommitment methodology, a ratio of 1.2:1 , w here 1.2 represents this Sub - F und ’s exposure to direct investments , index futures and cash; pursuant to the UK AIFM Regime forward FX used for hedging can be netted against a fund’s foreign currency exposure; • using the gross methodology, a ratio of 1 .3 :1, where 1 .3 represents this Sub - F und ’s exposure to direct investments , index futures and forward FX; pursuant to the UK AIFM Regime cash is excluded from the gross method of calculation whereas forward FX used for hedging cannot be netted . As demonstrated above, the expression of 1 .2 :1 does comprise “Incremental Exposure” through the use of derivatives , and the Sub - F und ’s holdings in direct investments are also included . The exposure is calculated in accordance with the methodologies expressly set out in the UK AIFM Regime . If a Sub - F und were to have 100% in collective investment schemes, in accordance with the UK AIFM Regime such Sub - F und ’s leverage would be expressed as follows:

• using the commitment m ethodology , a ratio of 1:1, where 1 represents this Sub - F und ’s exposure to direct investments ; and • u sing the g ross m ethodology , a ratio of 1:1, where 1 represents this Sub - F und ’s exposure to direct investments . In this example , although the Sub - F und is not subject to Incremental Exposure , the leverage ratios are above zero due to the exposure calculation being performed in accordance with the methodologies expressly set out in the UK AIFM Regime . 26. Risk Considerations Potential Unitholders should consider the risk factors below before investing in the Scheme (or, in the case of specific risks applying to specific Sub - Funds, in those Sub - Funds). This list must not be taken to be comprehensive. It should also be noted tha t there may be new risks that arise in the future which could not have been anticipated in advance. Also, risk factors listed will apply to different Sub - Funds to different degrees, and for a given Sub - Fund this degree could increase or reduce through time . Unitholders will need to decide whether or not an investment in a Sub - Fund is appropriate for their requirements.

Page 25

Aviva Investors LTAF ACS Prospectus ( [DATE] )

Aviva Investors: Public Aviva Investors: Confid Aviva Investors: Public Aviva Investors: Confidential

Some of the risk factors below relate to the underlying collective investment schemes (" underlying fund ") in which the Sub - Funds invest but for that reason are also relevant to the Sub - Funds themselves. (a) General Investment Risks The Sub - Funds are subject to fluctuations in capital value of their underlying investments which can be influenced by factors such as political and economic news, corporate earnings reports, demographic trends and catastrophic events. The ACS Manager cann ot guarantee that it will achieve the objectives set out for any Sub - Fund and in any particular period losses may be suffered. It is important for Unitholders to note that past performance is not a guide to future performance or growth. Unitholders should always bear in mind that the price of Units in any Sub - Fund and the income from them

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        "text": "Aviva Investors: Public Aviva Investors: ConfidInvestors: Public"
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