AVIVA INVESTORS PROPERTY INVESTMENT FUND PROSPECTUS
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
AVIVA INVESTORS
PROPERTY INVESTMENT
FUND
PROSPECTUS
Aviva Investors UK Fund Services Limited
This Prospectus is dated, and is valid as at 18 March 2013
This document has been prepared in accordance with the rules contained
in the Collective Investment Schemes Sourcebook ("COLL Sourcebook")
which forms part of the FSA Handbook of Rules and Guidance (the
“Regulations") and complies with the requirements of COLL 4.2.2R of the
COLL Sourcebook.
AI Property Investment Fund Prospectus 18 March 2013 1Contents
SECTION 1 – GENERAL INFORMATION ............................................................................... 3
A. MANAGEMENT OF THE SCHEME ............................................................................ 3
B. INVESTMENT OBJECTIVE, APPROACH AND RESTRICTIONS .............................. 5
C. THE CHARACTERISTICS OF UNITS IN THE SCHEME ........................................... 7
D. RISK FACTORS .......................................................................................................... 9
E. PRICING OF UNITS .................................................................................................. 11
F. BUYING AND SELLING UNITS ................................................................................ 14
G. CHARGES AND EXPENSES OF THE SCHEME ..................................................... 18
H. WINDING-UP OF THE SCHEME .............................................................................. 21
I. OTHER INFORMATION ............................................................................................ 22
SECTION 2 - OTHER SCHEMES MANAGED BY THE MANAGER ..................................... 27
SECTION 3 – INVESTMENT POWERS AND BORROWING LIMITS .................................. 31
SECTION 4 – VALUATION OF SCHEME PROPERTY ........................................................ 41
SECTION 5 – ELIGIBLE SECURITIES MARKETS AND ELIGIBLE DERIVATIVES
MARKETS .................................................................................................................. 44
AI Property Investment Fund Prospectus 18 March 2013 2Section 1 – General Information
This document constitutes the Prospectus for Aviva Investors Property Investment Fund (the
“Scheme") and is valid as at the date hereof. The Scheme is an authorised unit trust scheme
regulated by the Financial Services Authority (the “FSA”), and received its authorisation order
from the FSA on 28 February 2003. Unitholders are not liable for the debts of the Scheme.
A. MANAGEMENT OF THE SCHEME
1. Manager
The Manager is Aviva Investors UK Fund Services Limited. The Manager is a limited
liability company incorporated on 20 December 1985 in England. The Manager is also
manager of the authorised unit trust schemes set out in Section 2 of this Prospectus
and is the Authorised Corporate Director ("ACD") of Aviva Investors Investment
Funds ICVC, Aviva Investors Manager of Manager ICVC (ICVC 2), Aviva Investors
Portfolio Funds ICVC, Aviva Investors Select Funds ICVC, Aviva Investors Managed
Funds ICVC, Aviva Investors Funds ICVC and Aviva Investors Property Funds ICVC,
investment companies with variable capital authorised by the FSA.
From 1 January 2009, the Manager was owned 50% by Aviva Life Holdings UK
Limited and 50% by Aviva Investors Holdings Limited, both of which are companies
incorporated in the United Kingdom and are within the Aviva Group of Companies.
With effect from 20 July 2012 the Manager has reverted to being wholly owned by
Aviva Life Holdings UK Limited. The Directors of the Manager are listed below.
Registered Office: No 1 Poultry, London, EC2R 8EJ
Administration Address: IFDS House, St Nicholas Lane, Basildon, Essex
SS15 5FS
Share Capital: Issued £12,000,000
Paid up £12,000,000
Directors:
T R Orton
B A Curran
A M Beswick
All the Directors have various responsibilities within the Aviva Group of which the
Manager is a member.
AI Property Investment Fund Prospectus 18 March 2013 3The Manager has delegated its investment function to the Investment Adviser. The
administrator and registrar of the Scheme is International Financial Data Services
(UK) Limited.
2. Trustee
Citibank International Plc is the Trustee of the Scheme. It is a company limited by
st
shares incorporated in England and Wales on 21 December 1972 with registered
number 1088249.
Registered Office (and Head Office): Citigroup Centre, Canada Square,
Canary Wharf, London, E14 5LB
Principal Business Activity: acting as corporate trustee including trusteeship of
unit trust schemes and depositary of open ended
investment companies.
The ultimate holding company of the Trustee is Citigroup Inc, a company which is
incorporated in New York, USA. The Trustee is required to carry out the duties
specified in the COLL Sourcebook, including having responsibility for the safekeeping
of the scheme property of the fund entrusted to it. Subject to the COLL Sourcebook,
the Trustee has full power to delegate (and to authorise its delegate) to sub-delegate
its duties. In particular, the Trustee has power to delegate custody of the scheme
property and intends, in exercise of those powers to appoint Citibank N.A as global
custodian.
3. Investment Adviser
Aviva Investors Global Services Limited has been appointed as Investment Adviser to
the Scheme. The Investment Adviser is regulated and authorised by the FSA.
The Investment Adviser provides investment management services and investment
advice to the Manager and may take decisions on behalf of the Manager. The main
terms of the agreement between the Investment Adviser and the Manager are that
the Investment Adviser will have complete discretion (subject to the Regulations and
the objective of the Scheme) to make or effect purchases, sales and other
transactions in relation to the assets of the Scheme and to place on, or withdraw cash
from, deposit with third parties. The Investment Adviser also advises on deals in and
manages the real property of the Scheme. The Investment Adviser is paid a fee for its
services and is not paid commission on any deals carried out. The agreement can be
terminated by the Manager with immediate effect if it is in the best interests of the
unitholders or otherwise by either party on three months' notice.
AI Property Investment Fund Prospectus 18 March 2013 4The principal activities of the Investment Adviser are acting as an investment
manager and adviser. The Investment Adviser is an associate of the Manager; both
companies are subsidiaries of Aviva plc.
4. Registrar
The Registrar of the Scheme is International Financial Data Services (UK) Limited.
The Registrar’s registered address, and the address at which the register of
unitholders of the Scheme can be inspected is IFDS House, St Nicholas Lane,
Basildon, Essex SS15 5FS. The register can be inspected during normal business
hours, which are usually 9 a.m. to 5 p.m. on Monday to Friday.
5. Auditors
The Auditors of the Scheme are PricewaterhouseCoopers LLP, 7 More London
Riverside, London, SE1 2RT.
6. Standing Independent Valuer
The Standing Independent Valuer of the Scheme is CB Richard Ellis Ltd of Kingsley
House, Wimpole Street, London W1G 0RE (Registered office address St Martin's
Court, 10 Paternoster Row, London EC4M 7HP). The Standing Independent Valuer is
responsible for valuing the immovable property of the Scheme. He also acts as an
appropriate valuer as referred to in the Regulations, when permitted to do so under
the Regulations.
B. INVESTMENT OBJECTIVE, APPROACH AND RESTRICTIONS
1. Investment Objective
The investment objective of the Scheme is to obtain a consistent income return, with
some capital appreciation through investment principally in real property and with
exposure to investments including bonds, government and other public securities,
and units in collective investment schemes.
2. Investment Approach and Restrictions
2.1 In order to achieve its objective the Scheme will primarily invest in
(A) approved immovables which will, initially, be properties within the
United Kingdom but the Manager may, in due course, consider it
appropriate to invest in real property in other countries permitted by
the Regulations;
AI Property Investment Fund Prospectus 18 March 2013 5(B) units in regulated and unregulated collective investment schemes,
each to the extent permitted by this Prospectus and the Regulations.
The Scheme may invest up to 100 per cent. of its property in approved
immovables but will typically invest between 80 and 90 per cent. of its
property in direct property and collective investment schemes that are
principally invested in direct property.
The Scheme also has maximum flexibility to invest in such other investments
which the Manager deems appropriate, including transferable securities,
money-market instruments, derivatives and forward transactions (including
those relating to property or property indices), deposits and gold, but subject
always to this Section 1.B.2 and the Regulations.
2.2 Immovables invested in, will be mainly commercial property and only
occasionally, residential property.
2.3 The Manager's investment policy may mean that at times it is appropriate not
to be fully invested but to hold cash or near cash. This will usually only occur
when the Manager reasonably regards it as necessary in order to enable
redemption of units, efficient management of the Scheme in accordance with
its objective or for a purpose ancillary or pursuant to the objective of the
Scheme.
2.4 The investment policy of the Manager may result in hedging transactions
being carried out on behalf of the Scheme where the Manager reasonably
regards a particular transaction as economically appropriate to the reduction
of risk or cost arising in the management of the Scheme as a result of price or
currency fluctuations. The Manager does not currently intend to use
derivatives for any purpose other than the efficient portfolio management of
the Scheme, although it may wish to use derivatives in pursuit of its
investment objective in the future as the market in property derivatives
develops.
2.5 The Scheme may only invest in corporate bonds and government and other
public securities for the purposes of liquidity.
2.6 The Scheme may invest in unregulated collective investment schemes
including, without limitation, unauthorised property unit trusts and limited
AI Property Investment Fund Prospectus 18 March 2013 6partnerships. However, an investment in an indirect property vehicle of this
type will only be considered if it fulfils, as a minimum, the following criteria:
(A) the assets of the vehicle are independently valued at least once per
annum;
(B) the vehicle is priced quarterly;
(C) the vehicle’s accounts have an annual external audit; and
(D) borrowings within the vehicle will not typically exceed 65 per cent.
loan to value (i.e. for £100m of assets no more than £65m of debt).
2.7 A detailed description of the types of property the Scheme may invest in and
the limitations on the extent to which the Scheme may invest is set out in
Section 3 of this Prospectus.
2.8 Investment in the Scheme is suitable for investment only by those persons
and institutions for whom an investment in the Scheme does not represent a
complete investment program, who understand the degree of risk involved
and believe that the investment is suitable based upon investment objectives
and financial needs. An investment in the Scheme should be viewed as
medium to long term. Furthermore, an investment in the Scheme shall be
subject to the market investment risks, such as liquidity and price volatility,
both in the stock market and the real estate market.
3. Profile of typical investor
The Aviva Investors Property Investment Fund is suitable for investors who want to
diversify their portfolio through investment in commercial property and aim for a mix of
income and growth from their investment. Investors should be able to invest for the
medium to long-term and should understand the risks and investment objective and
policy of the Fund.
C. THE CHARACTERISTICS OF UNITS IN THE SCHEME
1. Units
Only income units are available. Holders of units are entitled to participate in the
property of the Scheme and the income from that property in proportion to the number
of units held.
Each holder of income units is entitled, on the annual and interim allocation dates, to
the income attributable to his holding which may be reinvested to buy additional units
AI Property Investment Fund Prospectus 18 March 2013 7if so required. The nature of the right represented by units is that of a beneficial
interest under a trust.
2. Meetings of Unitholders and Voting Rights
A meeting of unitholders duly convened may by resolution require, authorise or
approve any act, matter or document in respect of which any such resolution is
required or expressly contemplated by the Regulations, but shall not have any other
powers.
Unitholders will receive at least 14 days’ written notice of any meeting of unitholders
and are entitled to be counted in the quorum and vote at any such meeting either in
person or by proxy or in the case of a body corporate by a duly authorised
representative.
At any meeting of holders, on a show of hands every holder who (being an individual)
is present in person or (being a corporation) is present by its representative properly
authorised in that regard, shall have one vote. On a poll, every holder who is present
in person or by proxy shall have one vote for every complete undivided unit in the
property of the Scheme and a further part of one vote proportionate to any fraction of
such an undivided unit of which he is the holder. A holder entitled to more than one
vote need not, if he votes, use all his votes or cast all the votes he uses in the same
way.
To be passed as an extraordinary resolution, a resolution must be carried by a
majority of not less than 75 per cent. of the votes cast at a meeting. Except where an
extraordinary resolution is specifically required or permitted, any resolution of
unitholders will be passed by a simple majority of the votes validly cast.
The Manager is only entitled to be counted in a quorum and vote at a meeting (and
any adjournment thereof) in respect of units which they hold on or on behalf of or
jointly with a person who, if himself the registered unitholder would be entitled to vote
and from whom they have received voting instructions. Associates of the Manager
are entitled to be counted in the quorum but are only entitled to vote in respect of
units held by them on behalf of or jointly with a person who if himself the registered
holder would be entitled to vote and from whom they have received voting
instructions.
In the context of despatch of notice, “unitholders” means the persons who were
entered on the register of holders seven days before the notice of meeting was sent
out but excluding persons who are known to the Manager not to be unitholders at the
AI Property Investment Fund Prospectus 18 March 2013 8time of the meeting. Where any unit is a participating security a unitholder means a
person entered on the register at the close of business on a day to be determined by
the Manager which must not be more than 21 days before the notices of the meeting
are sent out.
In the context of voting, "holders" means the persons who were entered on the
register of holders seven days before the notice of meeting was sent out but
excluding any persons who are known not to be entered on the register at the date of
the meeting.
D. RISK FACTORS
The following are important warnings and potential investors should consider the following
risk factors before investing in the Scheme. Please note that the Scheme is marketable to all
retail investors.
1. General
There are inherent risks in investment markets. Security prices are subject to market
fluctuations and can move irrationally and be unpredictably affected by many and
various factors including political and economic events and rumours. There can be
no assurance that any appreciation in value of investments will occur. The value of
investments and the income derived from them may go down as well as up and
investors may receive less than the original amount invested.
There is no guarantee that the investment objective of the Scheme will be achieved.
It is important to note that past performance is not necessarily a guide to future
returns or growth. The Scheme should be viewed as a medium to long term
investment.
Investors will need to decide whether or not an investment vehicle of this nature is
appropriate for their requirements.
2. Investment in Property
Investments in property are relatively illiquid and more difficult to realise than equities
or bonds.
Property and property related assets are inherently difficult to value due to the
individual nature of each property. As a result, valuations are subject to uncertainty
and are a matter of an independent valuer’s opinion. There is no assurance that the
estimates resulting from the valuation process will reflect the actual sales price even
AI Property Investment Fund Prospectus 18 March 2013 9where a sale occurs shortly after the valuation date. The performance of the Scheme
would be adversely affected by a downturn in the property market in terms of capital
value or a weakening of rental yields. Commercial property values are affected by
such factors as the level of interest rates, economic growth, fluctuations in property
yields and tenant default. Hence, on the realisation of the investment, investors may
receive less than the original amount invested. In the event of a default by an
occupational tenant, the Company will suffer a rental shortfall and is likely to incur
additional cost including legal expenses, in maintaining, insuring and reletting the
property.
In addition, certain significant expenditures, including operating expenses, must be
met by the owner even when the property is vacant.
3. Currency Exchange Rates
Investments may be made in assets denominated in various currencies and
exchange rate movements may affect the value of an investment favourably or
unfavourably, separately from the gains or losses otherwise made by such
investments.
4. SDRT
Investors should note that in certain circumstances a provision for SDRT may be
applied on the purchase, sale or transfer of units.
5. Investment in Collective Investment Schemes
By operating within the Scheme’s investment objective and approach the Scheme will
assume any specific risks associated with investment in any collective investment
scheme. In addition there are certain risks of more general application associated
with such investments. For example, it is possible that it may be difficult to value an
investment in a particular collective investment scheme made on behalf of the
Scheme, where the net asset value thereof is not easily ascertainable due to
suspension. Moreover, a particular fund may have liquidity problems and thus the
Scheme may not be able to liquidate its holdings in a particular fund from time to time.
The lack of liquidity of such collective investment schemes may also give rise to
problems in providing an accurate or up-to-date valuation of the units of the Scheme.
Furthermore there may be additional costs to an investor with this strategy arising out
of the double charging incurred on the realisation of an investment due to the charges
levied by both the Scheme and the underlying funds in which it invests.
6. Derivatives
AI Property Investment Fund Prospectus 18 March 2013 10Derivative transactions may be used for the purposes of hedging or meeting the
investment objective of the Scheme or both, and the outcome of the use of
derivatives may lead to a higher risk profile of the Scheme. Although the Manager
does not expect to use derivatives aggressively, if they are used this may lead to a
higher volatility in the unit price of the Scheme.
7. Other Risks
Adverse changes in market and economic conditions, tax or other laws or regulations
or accounting standards may have an adverse effect on the Scheme’s investments
and on the value and consequences of holding the units. However, it cannot be
predicted whether such changes will occur or to what extent these changes may
adversely affect the business of the Scheme or the value of the units.
8. Redemption Restriction
The Scheme invests a significant proportion of its assets in property which at times
may not always be readily saleable. Investors should be aware that during such times
that the Scheme property is not readily saleable, the Manager reserves the right to
refuse the redemption of units held in the Scheme. As a result of this, the Scheme
may be suitable only for those investors who have capital which may be committed on
a long-term basis. (see “Suspension” on page 17).
E. PRICING OF UNITS
For the purpose of pricing of units, a business day is defined as a day on which the dealing
office of the Manager is open for the buying and selling of units.
The Scheme is dual priced, and will comply with the rules of the COLL Sourcebook, the Trust
Deed and with Section 4 of this Prospectus relating to the valuation and pricing of units in the
Scheme.
1. Valuation of Property
Valuations of the Scheme, calculated on both an offer basis (for the purpose of
calculating the creation price of a unit) and a bid basis (for the purpose of calculating
the cancellation price of a unit), will take place at 12.00 noon on each business day
for the purpose of determining prices at which units may be purchased from or
redeemed by the Manager.
The property of the Scheme is valued in accordance with the Regulations and the
provisions of the Trust Deed, and as set out in Section 4 hereto.
AI Property Investment Fund Prospectus 18 March 2013 11The price at which the Manager issues units (the buying price) may not exceed the
price at which units are created plus the Manager's preliminary charge. The price at
which the Manager redeems units (the selling price) will not be less than the
cancellation price.
The Manager may at any time during a business day carry out an additional valuation
of the property of the Scheme if the Manager considers it desirable to do so.
2. Practice on Pricing
The Manager has elected to deal only on the basis of forward pricing for the Scheme.
A forward price is the price calculated by reference to the value of the Scheme
Property at the next valuation point following the Manager's agreement to issue or, as
the case may be, redeem the units in question.
3. Publication of Prices
The most recent issue and redemption prices will be published on each Business Day
on the internet at www.avivainvestors.co.uk. Prices may also be obtained by calling
the following 0800 051 2003*. The Manager does not accept responsibility for the
accuracy of the prices published in or the non-publication of prices by newspapers for
reasons beyond the control of the Manager.
The most recent creation and cancellation prices notified to the Trustee will not be
published, but are available from the Manager upon request.
* Calls may be recorded for monitoring or training purposes.
4. Equalisation
When a unit is issued to an incoming holder, part of the purchase price will reflect the
relevant share of accrued income of the Scheme. The first allocation of income in
respect of a unit issued during an accounting period includes a capital sum by way of
income equalisation. The amount of income equalisation is calculated by dividing the
aggregate of the amounts of income included in the creation price of income units
issued or reissued in an accounting period by the number of those units and applying
the resulting average to each of the units in question.
Due to the complexity of assessing equalisation, the Trust Deed for the Scheme
allows all the payments for each allocation period to be grouped together and for the
refund to each holder of an equal amount in respect of each of these units.
AI Property Investment Fund Prospectus 18 March 2013 125. Accounting Reference Dates and Distributions
th
The annual accounting period of the Scheme ends each year on 15 January.
th
There is an interim accounting period which ends each year on 15 July.
Distributions of income for the Scheme are made on or before the annual allocation
th th
date of 15 March and on or before the interim allocation date of 15 September each
th th
year and on two further interim allocation dates of 15 June and 15 December.
These can be paid by either Bacs or Cheque.
If a distribution remains unclaimed for a period of six years after it has become due it
will be forfeited and will revert to the Scheme.
The amount available for distribution in any accounting period is calculated by taking
the aggregate of the income property received or receivable for the account of the
Scheme in respect of that period, deducting the aggregate of the Manager’s and
Trustee’s remuneration and other payments properly paid or payable out of the
income account in respect of that accounting period, and adding the Manager’s best
estimate of any relief from tax on that remuneration and those other payments. The
Manager then makes such other adjustments as it considers appropriate (and after
consulting the auditors as appropriate) in relation to:
(a) taxation,
(b) potential income which is unlikely to be received until 12 months after the income
allocation date,
(c) income which should not be accounted for on an accrual basis because of lack of
information as to how it accrues,
(d) any transfers between the income account and capital account in relation to:
(i) stock dividends;
(ii) income equalisation included in income allocations from other collective
investment schemes;
(iii) the allocation of payments in accordance with COLL 6.7.10R;
(iv) taxation;
(v) the aggregate amount of income property included in units issued and
units cancelled during the period,
(e) making any other adjustments or any reimbursement of set-up costs that the
Manager considers appropriate after consulting the auditors.
AI Property Investment Fund Prospectus 18 March 2013 13F. BUYING AND SELLING UNITS
The Scheme is dual priced, and will comply with the rules of the COLL Sourcebook relating to
the dealing of units in the Scheme and with the provisions set out in this Prospectus.
The dealing office of the Manager is open from 9.00 a.m. until 5.00 p.m. each business day.
A business day for this purpose is defined as every day other than a Saturday, a Sunday, a
Bank Holiday in England and Wales, any other day on which the London Stock Exchange is
closed, or the last working day before Christmas. However, on the last working day before
Christmas or any other day on which the London Stock Exchange is closed, the dealing office
may be opened for business at the discretion of the Manager for either a whole day (9.00 a.m.
until 5.00 p.m.) or a half-day (9.00 a.m. to 12.30 p.m.).
1. Buying
Units may be bought on any business day by sending a completed application form or
clear written instructions to the Manager’s administration address (given on page 2),
by telephoning the Manager on 0800 051 2003 or by completing an application form
via the Online Service. The phone call creates a legally binding contract. To protect
the interests of both parties, all deals transacted over the phone will be recorded. If
an applicant wishes to invest using the Online Service, they will be asked to register
for an online account and to agree to Terms and Conditions for the Online Service.
The Online Service means the services available on www.aviva.co.uk which investors
can use to invest in some of the Funds and Share Classes available in the Company
without advice.
Payment is due immediately. Failure to settle payment when due may result in the
deal being cancelled at the investor’s risk.
A contract note giving details of the units purchased will be issued no later than the
next business day after the day on which an application to purchase units is allocated
a price.
No certificate will be issued in respect of any holding.
In the event of a large deal, the Manager may impose a price which is more than the
normal public sale price (the "offer" price), but will not in any case be higher than the
creation price plus initial charge. For the purposes of the Regulations a large deal
shall be a deal of not less than £15,000.
The Manager will not accept a lump sum application for units to the value of less than
£1,000 unless it represents an addition to an existing holding in which case the
AI Property Investment Fund Prospectus 18 March 2013 14minimum amount is £250. The only restriction on holdings is the monetary value of
the holding; there is no minimum number of units which any holder need hold.
The Manager has a right to reject an application for units, in whole or in part, on
reasonable grounds, including without limitation:-
(A) an application by a Non-Qualified Person (see 3 below); or
(B) an application where the Manager believes on reasonable grounds that the
value of units requested to be issued would result in that applicant (or that
applicant and any other person apparently acting in concert with the
applicant) holding more than 10 per cent. or £7,000,000 in value of the
property of the Scheme,
in which event, the Manager will return any money sent, or the balance, for the
purchase of units which are the subject of the application, at the risk of the applicant.
The Manager also has a right to reject an application for the sale or transfer of units.
2. Selling
At any time during a business day when the Manager is willing to issue units, it must
also be prepared to redeem units unless the value of the units which the holder
wishes to redeem is less than the entire holding of the holder and is less than £250
or, the redemption will mean the holder is left holding units with a value of less than
£500.
The Scheme does not operate limited redemption arrangements.
In the event of a large deal, the Manager may impose a price which is less than the
normal public realisation price (the “bid” price), but will not in any case be lower than
the cancellation price.
For the purposes of the Regulations a "large deal" shall be a deal of not less than
£15,000.
Requests to redeem units in the Scheme may be made by sending clear written
instructions to the Manager’s administration address at PO Box 10410 Chelmsford
CM99 2AY or by telephoning the Manager on 0800 051 2003. Unless the Manager
agrees otherwise, it will not accept instructions to redeem Units on the basis of an
authority communicated by electronic means.
AI Property Investment Fund Prospectus 18 March 2013 15If the request is made by telephone, or if not all of the holders have signed the original
redemption instruction, the Manager will send a withdrawal confirmation form for
completion, signature by all of the holders, and return.
Unless otherwise indicated, a redemption request will be taken to apply to the entire
holding.
If a unitholder requests the redemption or cancellation of units the Manager may
arrange that in place of payment of the price of the units in cash, the Manager
cancels the units and transfers Scheme property or, if required by the unitholder, the
net proceeds of sale of relevant Scheme property, to the unitholder. The Manager
has discretion whether or not to permit in specie redemption of units in any particular
case.
A contract note giving details of the number and price of the units sold back to the
Manager will be sent to holders no later than the next business day after a
redemption request is allocated a price.
Cheques in satisfaction of a redemption request will be issued within 4 working days
of receipt by the Manager of the duly completed documentation.
The Manager is under no obligation to account to the Trustee or to holders for any
profit it makes on the issue or reissue of units or cancellation of units which it has
redeemed.
3. Non-Qualified Persons
If it comes to the notice of the Manager that any units are or may be owned or held
legally or beneficially by a Non-Qualified Person (“Affected Units”) the Manager may
give notice to the registered holder of the Affected Units requiring the transfer of such
Affected Units to a person who is not a Non-Qualified Person or give a request in
writing for the redemption or cancellation of such Affected Units in accordance with
the COLL Rules and this Prospectus. If any person upon whom such a notice is
served does not within thirty days after the date of such notice transfer the Affected
Units to a person who is not a Non-Qualified Person, or establish to the satisfaction of
the Manager (whose judgement shall be final and binding) that he and any person on
whose behalf he holds the Affected Units are not Non-Qualified Persons, he 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 Manager) of the Affected
Units pursuant to the COLL Rules and this Prospectus.
AI Property Investment Fund Prospectus 18 March 2013 16A person who becomes aware that he has acquired or holds Affected Units shall
forthwith, unless he has already received a notice referred to above either transfer or
procure the transfer of all the Affected Units to a person who is not a Non-Qualified
Person or give a request in writing or procure that a request is so given for the
redemption or cancellation of all the Affected Units pursuant to the COLL Rules or this
Prospectus.
A Non-Qualified Person means any person to whom a transfer of units (legally or
beneficially) or by whom a holding of units (legally or beneficially) would or, in the
opinion of the Manager, might:
(A) be an infringement of any law, governmental regulation or rule (or any
interpretation of a law, governmental regulation or rule by a competent
authority) of any country or territory by virtue of which the person in question
is not qualified to hold such units; or
(B) require the Scheme to be registered under any law or regulation whether as
an investment fund or otherwise or cause the Scheme to be required to apply
for registration or comply with any registration requirements in respect of any
of its units in any jurisdiction; or
(C) cause the Scheme or its unitholders some legal, regulatory, taxation,
pecuniary or material administrative disadvantage which the Scheme or its
unitholders might not otherwise have incurred or suffered.
4. Suspension
The Manager may, with the prior agreement of the Trustee and, will if the Trustee so
requires, temporarily suspend the issue, cancellation, sale, redemption and exchange
of units in the Scheme if the Manager, or Trustee, is of the opinion that due to
exceptional circumstances there is good and sufficient reason to do so having regard
to the interest of unitholders or potential unitholders. The Manager will ensure that a
notification of suspension is made to all unitholders as soon as practicable after
suspension commences.
Such a suspension will continue for as long as it is justified having regard to the
interests of unitholders or potential unitholders and must cease as soon as
practicable after the exceptional circumstances referred to above have ceased. The
Manager and Trustee must formally review the suspension at least every 28 days and
inform the FSA of the results of the review. During the period of suspension the
Manager may agree to issue, redeem or exchange units in which case all deals
accepted during, and outstanding prior to, the suspension will be undertaken at prices
calculated at the first relevant valuation point after resumption of dealing. That
AI Property Investment Fund Prospectus 18 March 2013 17valuation point is at 12pm on a business day (see part E “Pricing of Units” above for
further information on valuation).
5. Money Laundering
As a result of legislation in force in the United Kingdom to prevent money laundering,
the Manager is responsible for compliance with anti-laundering regulations. In order
to implement these procedures, in certain circumstances unit-holders may be asked
to provide some proof of identity, for example when buying or selling units. Until
satisfactory proof of identity is provided, the Manager reserves the right to refuse to
issue units, pay the proceeds of a redemption of units, or pay income or units to the
investor. The Manager may use an external agency to verify an investor’s identity to
comply with the UK Anti–money laundering requirements.
G. CHARGES AND EXPENSES OF THE SCHEME
1. Management Charges
The Manager's preliminary charge, which is included in the buying price of the units,
is currently 5 per cent. of the creation price of the units.
The Manager is also entitled to make a periodic charge, of 1.25 per cent. per annum,
which accrues daily and is payable monthly and is calculated on the value of the
property of the Scheme in accordance with the Regulations. The periodic charge is
payable out of the property of the Scheme.
The Manager is entitled to make a charge by way of a deduction from redemption
proceeds. No such charge is made and the Manager has currently no intention of
doing so.
2. Trustee's Fees and Expenses
The Trustee is entitled to receive out of the property of the Scheme for its own
account a periodic fee (plus VAT) of 0.009 per cent. per annum for the first
£250,000,000 in value of the property of the Scheme; 0.0065 per cent. per annum on
any amount between £250,000,000 and £500,000,000 in value of the property of the
Scheme, and 0% per annum on any amount over £500,000,000 in value of property
of the Scheme. The fee accrues on a daily basis and is payable on the last business
day in each month.
The Trustee is also entitled to receive from the property of the Scheme charges/fees
in relation to the dealing in investments and charges/fees for custody services. These
AI Property Investment Fund Prospectus 18 March 2013 18charges vary according to the countries in which the Scheme may invest. In addition
a charge can be levied for derivative transactions. Currently, transaction charges
range between £0 and £85. Accruals are made based on the aggregate number of
transactions and value of holdings, and are paid monthly in arrears.
The Trustee is also entitled to be reimbursed out of the property of the Scheme for
expenses properly incurred by the Trustee in performing duties imposed upon it and
in exercising powers conferred upon it by the Regulations. The duties of the Trustee
for which reimbursement may be made, are:
(a) delivery and receipt of assets out of or into the Scheme;
(b) custody of assets;
(c) maintenance of the register;
(d) collection of income;
(e) submission of tax returns;
(f) handling tax claims;
(g) preparation of the Trustee's annual report; and
(h) such other duties as the Trustee is required by law to perform which in
relation to the Scheme includes but is not limited to costs incurred in setting
up and maintaining the relevant bank accounts of the Scheme and arranging
for the receipt of money into and payment of money out of such accounts.
3. Other Expenses
No payments may be made out of the property of the Scheme other than payments
permitted by the Regulations which shall include the following:
(a) payments properly required for the maintenance, repair, refurbishment,
development or redevelopment of an immovable owned or leased by the
Scheme; and
(b) to the extent permitted by the Regulations costs incurred in buying or selling
any immovable property; and
(c) to the extent permitted by the Regulations costs incurred in connection with :
buying-in a leasehold interest; restructuring leasehold interests of the
Scheme; project funding; and payments to Property Consultants in respect of
any Scheme Property; and
(d) to the extent permitted by the Regulations costs incurred in connection with:
reletting any leasehold interest; reviewing rents payable; renewing leases;
action taken as a result of tenant's breach of covenant or eviction of
squatters; issuing notices to tenants; work undertaken by property
AI Property Investment Fund Prospectus 18 March 2013 19consultants; work undertaken by building surveyors; insurance of immovable
property; and any legal advice taken in relation to the Scheme; and
(e) broker's commission, fiscal charges and other disbursements (including VAT)
which are:
(i) necessary to be incurred in effecting transactions for the Scheme,
and
(ii) normally shown in contract notes, confirmation notes and difference
accounts as appropriate; and
(f) interest on borrowings permitted under the Scheme and charges incurred in
effecting or terminating such borrowings or in negotiating or varying the terms
of such borrowings; and
(g) taxation and duties payable in respect of the property of the Scheme, the
Trust Deed or the issue of units; and
(h) the costs of convening and holding meetings of holders; and
(i) the costs of printing and distributing reports, accounts and prospectuses,
publishing prices, any costs incurred as a result of periodic updates of any
prospectus, any costs incurred in amending the Trust Deed and any other
such administrative expenses; and
(j) liabilities on unitisation, amalgamation or reconstruction arising in certain
circumstances specified in the Regulations; and
(k) the audit fee properly payable to the Auditors (including VAT) and any proper
expenses of the Auditor; and
(l) the fees properly payable to the Standing Independent Valuer (including VAT)
and any proper expenses of the Valuer; and
(m) the fees of the Registrar being a fixed annual charge (currently £40,000) and
an annual fee per account holding (currently £12.50); and
(n) the fees of the FSA under Schedule 1 Part III of the Act (or the corresponding
fees of any regulatory authority in a country or territory outside of the United
Kingdom in which units are or maybe lawfully marketed); and
(o) any VAT payable in connection with any of the above; and
(p) any expenses incurred in respect of the establishment and maintenance of
the register and plan register in accordance with COLL 6.4.
It will be the policy of the Manager to allocate payments to capital, with the consent of
the Trustee, and in accordance in accordance with COLL 6.7.10R, where the nature
of such costs are capital related. In doing so, it will pay due regard to good accounting
practices and the investment objective of the Scheme. Unitholders should note that
the treatment of such payments as capital expenses may result in the capital erosion
of the Scheme or constrain capital growth.
AI Property Investment Fund Prospectus 18 March 2013 20H. WINDING-UP OF THE SCHEME
1. Circumstances where winding-up may occur
(a) The Trustee shall proceed to wind-up the Scheme:-
(i) if the order declaring the Scheme to be an authorised unit trust
scheme is revoked; or
(ii) if the Manager or the Trustee requests the FSA to revoke the order
declaring the Scheme to be an authorised unit trust scheme and the
FSA has agreed (provided no material change in any relevant factor
occurs) that on the winding-up of the Scheme, the FSA will accede to
that request; or
(iii) on the passing of an extraordinary resolution winding up the Scheme,
provided the FSA’s prior consent to the resolution has been obtained
by the Manager or Trustee; or
(iv) on the effective date of a duly approved scheme of arrangement
which results in the Scheme being left with no property.
(b) If any of the events set out in (a) above occurs, COLL 6.2 (concerning
Dealing), COLL 6.3 (concerning Valuation and Pricing) and COLL 5
(concerning Investment and Borrowing Powers) will cease to apply, the
Trustee shall cease the creation and cancellation of units, and the Manager
will stop buying, selling and arranging the creation or cancellation of units.
2. Manner of winding-up
In the case of a scheme of arrangement, the Trustee shall wind-up the Scheme in
accordance with the approved scheme of arrangement.
In any other case, the Trustee shall, as soon as practicable after the Scheme falls to
be wound-up, realise the assets of the Scheme and, after paying out or retaining
provision for all liabilities properly payable and for the costs of the winding-up,
distribute the proceeds to the unitholders and the Manager proportionately to the size
of their holdings.
Any unclaimed net proceeds or other cash held by the Trustee after twelve months
from the date the proceeds become payable, shall be paid by the Trustee into Court,
although the Trustee will have the right to retain any expenses incurred in making that
payment. On completion of the winding-up, the Trustee shall notify the FSA in writing
of that fact and the Trustee or the Manager shall request the FSA to revoke the order
of authorisation.
AI Property Investment Fund Prospectus 18 March 2013 21I. OTHER INFORMATION
1. Reports
Annual long reports and half-yearly long reports will normally be published
respectively on the annual allocation date of 15 March and the interim allocation date
of 15 September. Copies of these reports if requested may be obtained from, or
inspected at, the registered office of the Manager.
In addition, unitholders will be sent a short report within four months after the end of
the annual accounting period and within two months after the end of the interim
accounting period.
2. Trust Deed
A copy of the Trust Deed and any Supplemental Trust Deeds of the Scheme may be
obtained from, or inspected at, the registered office of the Manager.
3. Insurance
All immovables held by the Scheme are the subject of a block insurance policy
covering full building insurance and typically 3 years loss of rent.
4. Base Currency
The base currency of the Scheme is pounds sterling.
5. Taxation
General and Disclaimer
The following is an outline of the Manager's understanding of current UK taxation
legislation that applies to the Scheme and investments in the Scheme held by UK tax
resident Unitholders. It does not apply to special categories of shareholder such as
dealers in securities and life insurance companies. The basis and rates of taxation
may change in the future. Unitholders should consult their professional advisors for
specific advice in connection with any decision to acquire, hold or dispose of units.
Unitholders may be subject to taxation in a country other than the UK, for example
because they reside or were established in that other country.
The Scheme
The Scheme is liable to corporation tax at a rate of 20 per cent on its net income,
excluding dividends received from UK and non-UK companies, any part of the
dividend distributions from a UK collective investment scheme that represents them,.
The Scheme may elect to tax dividend income from certain markets (“taxable foreign
dividends”) in order to maximise a post tax return. Allowable expenses of
AI Property Investment Fund Prospectus 18 March 2013 22management are deducted from the Scheme's income to arrive at its net income.
The Scheme may be entitled to offset some or all of any foreign tax suffered on its
overseas income against its liability to corporation tax. The Scheme does not pay tax
on any chargeable gains arising from the disposal of investments and are not
normally taxable on capital profits, gains or losses arising in respect of loan
relationships or derivatives held by them.
The Scheme will make dividend distributions or accumulations except where over
60% of the Scheme’s property has been invested throughout the distribution period in
interest-bearing or similar investments, in which case it will make interest distributions
or accumulations.
Unitholders
Unitholders may potentially suffer tax both on any income they receive from their units
and on any profit they realise on disposing of their units.
Equalisation
Distributions paid to unitholders in respect of the accounting period, (as specified in
the general information section), in which they take out their investment are equal in
amount to the distributions paid to existing unitholders. However part of the
distribution is received as equalisation. This amount is not taxable as income. It
represents a return of part of the original cost of the units and is deducted from their
cost for the purpose of calculating the profit or loss arising on any disposal of the
units.
Distributions
The Scheme normally pays dividend distributions. Unitholders can issue an
instruction to have income distributions automatically reinvested to purchase
additional units. This does not affect the tax treatment of the distribution which is
detailed below.
ISA (Individual Savings Account) Unitholders
It is possible to invest in certain units in the Scheme via an ISA. It is possible to
invest in both a cash and a stocks and shares ISA, and there are limits as to the
amount that can be invested into either ISA in a tax year.
Distributions
A distribution from units held via an ISA is not taxable. The income tax suffered from
an interest distribution can therefore be reclaimed but not tax credits on dividend
distributions (for the purposes of this Taxation section of the Prospectus, any
AI Property Investment Fund Prospectus 18 March 2013 23reference to dividend or interest distributions will include accumulated income on
accumulation units).
Profits on disposal of Units
Any profits arising from the disposal of units held via an ISA are not taxable.
Other UK Resident Individual Unitholders
Distributions
Distributions are received net of a tax credit of 10 per cent. This tax credit cannot be
reclaimed by non-taxpayers. Starting and basic rate taxpayers will have no further
tax to pay on the receipt of such a distribution. A higher rate taxpayer will have to pay
a further 25 per cent. of his net receipt, leaving him with £75, if a £100 net distribution
is made on the units he holds. From 6 April 2010, an additional rate taxpayer will
again have to pay a further 36.1 per cent of their net receipt, leaving them with
£63.90, if a £100 net distribution is made on the Shares they hold.
Profits on Disposal of Units
(i) Profits arising on the disposal of units are subject to capital gains tax.
However if the total gains from all sources realised by an individual unitholder
in a tax year, after deducting allowable losses, are less than the annual
exemption, there is no capital gains tax to pay. If the total gains are more than
the annual exemption then capital gains tax is payable at 18% (for basic rate
income tax payers) and 28% (for higher or additional rate income tax payers)
on the excess.
(ii) If the unitholder exchanges his units for units in a different scheme capital
gains tax may be payable on any profit calculated by reference to the market
value of the units at the date of the exchange. Capital gains tax will not be
payable if units are exchanged for units of a different type in the Scheme (in
the event that accumulation units are offered) which will be treated as if they
were acquired at the same time and in the same way as the original units for
capital gains tax purposes.
UK Resident Corporate Unitholders
Distributions
Distributions have to be split into that part which relates to UK and non-UK dividend
income of the Scheme, and that part which relates to the other income (including
“taxable foreign dividends”). The part relating to UK and non-UK dividend income is
not taxable. The tax credit received in respect of it can not be reclaimed. The other
part is taxable as if it were interest and is subject to corporation tax. They are
received net of an income tax deduction of 20 per cent. which can be reclaimed or
offset against the unitholder’s liability to corporation tax.
Profits on Disposal of Units
AI Property Investment Fund Prospectus 18 March 2013 24Any profit arising on the disposal of units is subject to corporation tax on chargeable
gains, but is reduced by indexation, which is based on increases in the Retail Price
Index during the period of ownership.
As with individual UK resident unitholders a tax charge can also arise if units are
exchanged for units in a different scheme.
Non UK Resident Unitholders
Non-UK resident unitholders will generally not be entitled to a repayment from HM
Revenue & Customs of any part of the tax credit although it will normally satisfy their
UK tax liability on the income. They may also be able to offset the tax credit against
their liability to tax in their own country.
Stamp Duty or Stamp Duty Reserve Tax (SDRT)
SDRT arises on the surrender or transfer of units. The charge is 0.5 per cent. of the
value of surrenders and transfers in the Scheme each week reduced proportionately
to the extent that during that week and the following week the:
• investments held by the Fund are exempt assets that is, broadly, any assets
other than United Kingdom real property and United Kingdom equities; and
• purchases of units are less by number than surrenders of units.
Any SDRT provision payable by the Scheme is technically the liability of the Trustee
and there are various ways in which it may recover the cost. It may be borne by the
Scheme or the Manager may charge an SDRT provision increasing the amount paid
for units on their acquisition and/or decreasing the amount received on redemption.
The Manager has decided that any SDRT will normally be borne by the Scheme
where this will not have a significant effect on performance. However, in cases of
exceptionally large deals where the amount of the SDRT provision is likely to have a
material impact on fund performance, the Manager reserves the right to charge SDRT
to unitholders at the time of dealing. A large deal for this purpose is a deal in respect
of units exceeding the sum of £15,000 in value. The likely frequency of the imposition
of an SDRT provision will therefore depend on the frequency with which large deals
occur; however no charge of this nature has been imposed since launch to the date of
this Prospectus.
6. Complaints
If you feel there is cause to complain against the Manager, full details should be sent
in writing to:
AI Property Investment Fund Prospectus 18 March 2013 25Aviva Investors Administration Office, PO Box 10410, Chelmsford, CM99 2AY
A complaint can also subsequently be made direct to the Financial Services
Ombudsman. The address is: South Quay Plaza, 183 Marsh Wall, London E14 9SR.
AI Property Investment Fund Prospectus 18 March 2013 26Section 2 – Other Schemes Managed by the Manager
The Manager of the Scheme is also the manager of the Aviva Investors Property Trust.
The Manager of the Scheme is also the Authorised Corporate Director ("ACD") of Aviva
Investors Investment Funds ICVC. This is authorised by the FSA as an "umbrella" company,
in that the company issues shares linked to different funds which have been established. The
funds available under this umbrella company are:-
1. Aviva Investors Balanced Managed Fund
2. Aviva Investors UK Equity Fund
3. Aviva Investors UK Growth Fund
4. Aviva Investors UK Equity Income Fund
5. Aviva Investors UK Smaller Companies Fund
6. Aviva Investors UK Ethical Fund
7. Aviva Investors Distribution Fund
8. Aviva Investors UK Income and Growth Fund
9. Aviva Investors European Equity Fund
10. Aviva Investors Managed High Income Fund
11. Aviva Investors Higher Income Plus Fund
12. Aviva Investors Corporate Bond Fund
13. Aviva Investors UK Index Tracking Fund
14. Aviva Investors International Index Tracking Fund
15. Aviva Investors Blue Chip Tracking Fund
16. Aviva Investors Monthly Income Plus Fund
17. Aviva Investors World Leaders Fund
18. Aviva Investors UK Special Situations Fund
19. Aviva Investors Global Property Fund (please note this fund is being
terminated)
20. Aviva Investors Cash Fund
21. Aviva Investors Strategic Bond Fund
22. Aviva Investors High Yield Bond Fund
The Manager of the Scheme is also the Authorised Corporate Director ("ACD") of Aviva
Investors Manager of Manager ICVC (ICVC 2). This is authorised by the FSA as an
"umbrella" company, in that the company issues shares linked to different Funds which have
been established. The funds available under this umbrella company are:-
AI Property Investment Fund Prospectus 18 March 2013 271. Aviva Investors UK Opportunities Fund
2 Aviva Investors UK Equity MoM 1 Fund
3 Aviva Investors UK Equity MoM 2 Fund
4 Aviva Investors UK Equity MoM 3 Fund
5 Aviva Investors UK Equity MoM 4 Fund
6 Aviva Investors UK Equity MoM 5 Fund
7 Aviva Investors US Equity MoM 1 Fund
8 Aviva Investors Euro Equity MoM 1 Fund
9 Aviva Investors Euro Equity MoM 2 Fund
10 Aviva Investors Apac Equity MoM 1 Fund
11 Aviva Investors Japan Equity MoM 1 Fund
12 Aviva Investors EM Equity MoM 1 Fund
13 Aviva Investors UK Gilts MoM 1 Fund
14 Aviva Investors UK Credit MoM 1 Fund
15 Aviva Investors UK Credit MoM 2 Fund
16 Aviva Investors Global Agg MoM 1 Fund
The Manager of the Scheme is also the Authorised Corporate Director ("ACD") of Aviva
Investors Select Funds ICVC. This is authorised by the FSA as an "umbrella" company, in
that the company issues shares linked to different Funds which have been established. The
funds available under this umbrella company are:-
1. Aviva Investors Active Protector Fund
2. Aviva Investors Defined Returns Fund 2
3. Aviva Investors Defined Returns Fund 3
4. Aviva Investors Defined Returns Fund 4 (please note this fund is being terminated)
5. Aviva Investors Structured Returns Fund 1
6. Aviva Investors Structured Returns Fund 2
7. Aviva Investors Defined Returns Fund 5 (please note this fund is being terminated)
8. Aviva Investors Defined Returns Fund 6 (please note this fund is being terminated)
9. Aviva Investors Defined Returns Fund 7 (please note this fund is being terminated)
10. Aviva Investors Defined Returns Fund 8
11. Aviva Investors Defined Returns Fund 9
12. Aviva Investors Defined Returns Fund 10
13. Aviva Investors Defined Return Fund 11
14. Aviva Investors US Equity Income Fund
The Manager of the Scheme is also the Authorised Corporate Director ("ACD") of Aviva
Investors Portfolio Funds ICVC. This is authorised by the FSA as an "umbrella" company, in
AI Property Investment Fund Prospectus 18 March 2013 28You can also read
