Aviva Investors Investment Solutions Société d'investissement à Capital Variable. Application Form

Transcription

1 Aviva Investors Investment Solutions Société d'investissement à Capital Variable Application Form

2 FOR INSTITUTIONAL INVESTORS ONLY PLEASE USE THIS APPLICATION FORM FOR INITIAL INVESTMENTS IN THE RELEVANT SUB-FUND(S) OF AVIVA INVESTORS INVESTMENT SOLUTIONS (the Fund ) AND RETURN THE ORIGINAL BY POST TO: RBC Dexia Investor Services Bank S.A. 14, Porte de France L-4360 Esch-sur-Alzette Grand Duchy of Luxembourg Capital terms used and not defined herein have the same meaning as in the Fund s prospectus as amended (the "Prospectus") and articles of incorporation (the "Articles"), as applicable. Subscriptions will not be accepted until RBC Dexia Investor Services Bank S.A. (the Transfer Agent, RBC Dexia ) receives the completed original form and all supporting identification documents. For any questions in relation with this subscription, please contact: RBC Dexia Investor Services Bank S.A. Customer Services Department Telephone: Fax: customer-services.lu@avivainvestors.com 1. INVESTOR DETAILS Registration details Designation of new account* The designation can be of any text (only letters and numbers) up to a maximum of 18 characters. * In case the designation is missing, one will be automatically provided. Date of incorporation Place of incorporation Name of register of commerce and number Institution registered with the following supervisory authority Mailing address (if different from left) For the attention of / Department Under number Institution listed on Contact Person Contact name / department Position Contact address (if different from above) Telephone Fax address 2. BANK DETAILS FOR REDEMPTIONS, DIVIDENDS AND/OR OTHER PAYMENTS Please state your bank details for redemptions, dividend and other payments (such as rebates). Should you have more than one payment instruction please tick the box below and set out your additional bank details in a separate sheet and attach it to this application form. Please note that Aviva Investors Investment Solutions does not make or accept third party payments. Beneficiary s name Beneficiary s account number Bank name Bank address BIC/SWIFT/ABA/Sort code For further credit to/ Reference (If required) Currency We attach separate payment instructions

3 3. FUND INVESTMENT Please disclose the details of your investment. The minimum investment levels are set out in the Prospectus. All payments must be made in the Reference Currency of the relevant share class. Name of fund ISIN Code Share class Payment currency Number of shares to be invested or Investment amount 4. ORIGIN OF THE MONIES INVESTED INTO THE FUND SHARES SUBSCRIBED (If the investor is a regulated financial institution in an equivalent country or is covered by an AML comfort letter from a parent company regulated in an equivalent country, please proceed to Section Declaration ) I/We declare that the origin of the funds used for subscription is coming from: (please tick the right choice) Savings (please describe): Inheritance (please describe): Sale of real estate (please describe): Other (please describe): 5. DECLARATION BY SHAREHOLDER We acknowledge that we have been offered and have received the Prospectus including the relevant Supplement relating to the Shares and the Terms and Conditions of Application. We confirm that the Transfer Agent is authorised to have access to my/our account details for the purpose of providing shareholder service including processing subscriptions/redemptions/conversions/transfers of Shares. We confirm and accept that this Application is solely made solely on the basis of the information contained in the Prospectus and the Articles. In particular we declare that we have read and understood the Prospectus and Articles including sections describing the investments, subscription, payment procedure, restrictions on ownership of Shares, repurchase, valuation, and risk factors of the Fund. We have independently evaluated the merits and the risks of investing in the relevant Shares and that we have sufficient funds to bear any losses that may result. We acknowledge that there can be no assurance that the Fund will achieve its investment objectives in respect of any Sub-Fund and that the price of the Shares can go down as well as up and that their value is not guaranteed. We understand and accept that this Application may be rejected in whole or in part by the Board of Directors of the Fund at its sole discretion. We declare that we are not US Persons and are not purchasing shares for the account or benefit of a US Person as defined in Regulation S under the 1933 Act. We declare that we are not an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a retirement plan covering only self-employed individuals and individual retirement accounts or otherwise defined as a "plan" in section 4975(e) of the Code, or any other employee benefit plan as defined in section 3(3) of ERISA even if not subject to Title I of ERISA (such as non-u.s. benefit plans, governmental plans and church plans) and any entity the assets of which are "plan assets". We certify that, to our knowledge, the subscription money representing the purchase cost of the Shares is not derived from criminal activities as defined by the law of the relevant jurisdictions. We shall be personally liable towards the Fund and the Transfer Agent for any loss resulting from our misrepresentation in this respect. We understand that the Transfer Agent might require additional documentation and we shall comply with any such request, either at inception or at a later date, on a case by case basis, in order to ensure continuing compliance with Luxembourg money laundering prevention legislation. We understand that for subscribers who are acting on behalf of third parties, the Transfer Agent will require additional documentation from the subscriber confirming that all underlying ultimate beneficial owners of investments are identified in accordance with applicable Luxembourg money laundering regulations and if required, we shall provide such additional documentation. We understand that failure to fill in the information regarding the subscriber and, when necessary, to provide the required relevant documents, shall cause the Transfer Agent to refuse to process such subscription. We understand that the subscriber should sign under the hand of an authorised official who should state his representative capacity and such signatories should be named on the authorised signatory list supplied as part of the application. We understand that the Fund will not be registered for marketing purposes. We certify that all information contained in this application form is complete and correct and we hereby agree to indemnify and hold harmless the Fund, the Transfer Agent, the Investment Manager, the Fund Administrator and the Custodian from and against all actions, suits, proceedings, claims, demands, costs, expenses, loss, liabilities and outgoings whatsoever which may be taken or made or sought from or against any of them in consequence of any false or misleading statements or omissions we made herein or which may result directly or indirectly from any misrepresentation or breach of any warranty, condition or covenant or agreement set forth herein or in any other document we delivered to the Fund. We agree to promptly notify the Transfer Agent of any changes in the information provided in terms of this application form which may occur prior to or following an investment in the Fund. Notes: Proof of Identity In order to fully register the account, the Investor must provide the Transfer Agent with all required identification documents. Detailed information about the different identification requirements can be obtained from the Transfer Agent s Customer Services Department. Failure to supply a certified identification document or any other document if required will result in rejection of the application. Issued by Aviva Investors Investment Solutions, an open-ended investment company incorporated under the laws of the Grand Duchy of Luxembourg as a Société d'investissement à Capital Variable, 34, avenue de la Liberté, 4th Floor, L-1930 Luxembourg, Grand Duchy of Luxembourg. RBC Dexia Investor Services Bank S.A. is a bank according to the law of 5 April 1993 on the financial sector as amended and is authorised and regulated in Luxembourg by the Commission de Surveillance du Secteur Financier (CSSF). 14, Porte de France, L-4360 Esch-sur-Alzette, Grand Duchy of Luxembourg. R.C.S. B Verification of the beneficiary The account holder hereby declares: We are the beneficial owner(s) We are not the beneficial owner(s)

4 If you are not the beneficial owner, you confirm you either deal for an omnibus account/nominee account or you must indicate details of beneficial owner/s below: Under number Institution listed on Date and place of incorporation Name of register of commerce and number Institution registered with the following supervisory authority Authorised Signatory Date (DD/MM/YY) Full name in block capitals Company Position 6. TERMS AND CONDITIONS OF APPLICATION This application relates to the subscription of Shares into the Fund. By applying for Shares, the Investor agrees to the Terms and Conditions set out here and in the Prospectus. The Fund reserves the right to reject incomplete applications. 1. Investor Investors must complete and sign this application form for opening a new account. If the Investor is a company, a certified list of authorised signatories must be attached to this application form. In order to comply with Luxembourg legislation on preventing the use of the financial system for the purposes of money laundering, the Investor must provide the Fund with all required identification documents. The Fund reserves the right to reject an application if an Investor fails to provide any additional documents as requested. Unless otherwise stated, the applicant is the beneficial owner. 2. Subscription Details The minimum initial and subsequent investments are set out in the Prospectus. On receipt of a fully completed application and the minimum initial investment, the Fund will dispatch a confirmation (contract note) to the Investor as soon as reasonably practical after the first Bank Business Day following the Dealing Day concerned. The Investor has seven working days to notify the Fund in the event of any errors in the confirmation. In the case of a statement of account, the Investor has thirty days from the date of issue to notify the Fund of errors. The Investor acknowledges and accepts that unless the Fund is notified of any error on a timely basis, this Application including all related transactions will be deemed final and binding on the Investor. 3. Method of Payment All payments must be made in the Reference Currency of the relevant share class. Payments received in other currencies will be rejected. If an application is rejected in whole or in part, the Fund will return the application monies or the balance by bank transfer at the Investor s expense. For further details refer to the chapter on the Issue of Shares in the Prospectus. 4. Power of Attorney The power of attorney solely permits the authorised person to buy additional Shares for the Investor and to convert or redeem existing Shares. If the authorised person requests the Fund to redeem Shares, the Fund will pay the redemption proceeds directly to the Investor. A power of attorney given to a financial adviser will only be accepted by the Fund if the financial adviser has also signed the Fund s Terms and Conditions of Application. A power of attorney may be removed at any time. Withdrawal of the power of attorney becomes effective on receipt of written instructions by the Fund. 5. Declarations The shares in the Fund may neither be distributed in the United States of America or Canada, nor to or for the benefit of those citizens or residents. The Fund shall not divulge any confidential information concerning the Investor unless required to do so by law. The Investor agrees that personal details contained in this application form and arising from the business relationship with the Fund will be used to administer and develop the business relationship with the Investor, and that it may be disclosed to any company of the Aviva group, its affiliates or agents or information providers for such purposes. The Investor may not give instructions by telephone. The Fund is entitled to voice-record communications. The Fund shall be able to rely upon any oral or written communication, which they reasonably believe has been made by the Investor. Furthermore, this applies to any communication given or purported to have been given by persons authorised to operate the Investor s account as named in the application form or otherwise. All such communications are binding to the Investor. The Fund is indemnified and held harmless against all demands, claims, actions, costs, expenses, damages, losses or other monies paid or liability incurred by the Fund as a result of or arising from the Fund accepting in good faith an instruction or request that was wrongfully given by the Investor or such other person authorised by the Investor. The Fund is not liable for any loss caused through a fall in value of Shares (including, without limitation, those which may occur due to delays during the process of verifying an Investor s identity in compliance with antimoney laundering regulations). The Fund is also not liable for any other direct, indirect, special or consequential loss the Investor might suffer (including direct or indirect loss of profit), except this results from knowing default, gross negligence or fraud on the Fund s part. Furthermore, the Fund will not be liable or have any responsibility of any kind for any loss or damage incurred or suffered by the Investor as a result of any event or circumstance outside the Fund s reasonable control (including, without limitation, any losses following any failure, interruption or delay in the performance of the Fund s obligations resulting from a breakdown, failure or malfunction of any telecommunications or computer service or system outside the Fund s control). 6. Redemption of Shares An Investor may redeem (sell their holding) at anytime by sending a fax and/or letter, stating the customer account number and full payment details. In the case of a partial redemption the remaining holding must not fall below the minimum investment level, as indicated in the Prospectus. Redemption requests by fax are accepted but the Fund reserves the right to request the original written instruction or may call the Shareholder for confirmation before paying. For further details refer to the chapter on the Redemption of Shares in the Prospectus. 7. Miscellaneous All notices, contract notes, transfer reports, statements and other such documentation sent to or from the Investor will be at the Investor s risk. Such documentation will be deemed to have been duly served upon the Investor on the second working day following posting to the last address notified by the Investor to the Fund in writing. Likewise, a facsimile transmission will be deemed as served immediately when supported by a valid confirmation report. The Investor may, at anytime, request a copy of the most recent prospectus and Annual Report & Accounts, free of charge, from Aviva Investors Luxembourg or their financial adviser/intermediary. Should any inconsistency arise in the interpretation between these Terms and Conditions and the Prospectus, then the Prospectus shall prevail. 8. Data Protection The personal data in relation to the Investor(s) is/are required to enable the Fund to fulfil the services required by the Investor(s), and in particular the services required under this application form, and to comply with its legal and regulatory obligations. The Investor(s) hereby expressly agree(s) that the personal data be stored, changed, otherwise used or disclosed (i) to any other member of the Aviva Group and other parties which intervene in the process of the business relationship (e.g. external processing centres, dispatch or payment agents), including companies based in countries where data protection laws might not exist or be of a lower standard than in the European Union or (ii) when required by law or regulation (Luxembourg or otherwise). The Fund agrees that it shall not use or disclose personal data to any person other than as outlined in the preceding paragraph without the Investor s(s ) consent. The Fund has taken reasonable measures to ensure confidentiality of the personal data transmitted within each of the relevant entities of the Aviva Group. However the Investor(s) acknowledge(s) that due to the fact that the information is transferred electronically and made available outside of Luxembourg, the same level of confidentiality and the same level of protection in relation to data protection regulation as currently in force in Luxembourg may not be guaranteed while the information is kept abroad. The Investor(s) hereby expressly recognise(s) that the Fund or any of the relevant entities of the Aviva Group will accept no liability with respect to any unauthorised third party receiving knowledge of or having access to such personal data, except in the case of negligence by the Fund, any entities of the Aviva Group or any of its employees or offices. The Investor(s) has/have a right of access and of rectification of the personal data in cases where such data is incorrect or incomplete. The personal data shall not be held for longer than necessary with regard to the purpose of the data processing. 9. Best Execution Aviva Investors (SICAV) has established and implemented effective arrangements for complying with the obligation to take all reasonable steps to obtain the best possible result when executing orders in the context of the management of its portfolios. In the context of the management of its portfolios, the Fund must

5 comply with the obligation to act in accordance with the best interests of the shareholders when placing orders with other entities for execution. The obligation to provide best execution applies to all financial instruments. However, given the difference in market structures or the structure of financial instruments, it is not possible to apply a uniform procedure for achieving best execution. Therefore, different circumstances associated with the execution of orders related to particular types of financial instruments are taken into account. In seeking to achieve best execution, the Fund is required to take into account certain execution factors and decide on their relative importance. Whilst price is likely to be the key execution factor in seeking the best possible result, costs, speed, likelihood of execution and settlement, order size and nature, or any other consideration relevant to the efficient execution of an order (including the availability of liquidity and the market impact of the order) must be taken into account. Further details of Aviva Investors Order Execution Policy will be provided free of charge at the written request of the shareholder. 10. Conflicts of Interest The Fund has put in place a variety of policies, procedures and processes designed to manage conflicts of interest, which exist in all businesses and at all firms. For the purposes of identifying conflicts of interest Aviva Investors takes into account whether: (a) there is a likelihood of Aviva Investors making a financial gain, or avoiding a financial loss, at the expense of the Fund; (b) there is an interest in the outcome of a service or an activity provided to the Fund or another client or of a transaction carried out on behalf of a Fund or another client, which is distinct from the Fund s interest in that outcome (e.g. churning); (c) there is a financial or other incentive to favour the interest of another client, or group of clients, over the interests of the relevant Fund; (d) Aviva Investors carries on the same activities for the Fund and for other clients; (e) Aviva Investors is receiving an inducement in relation to collective portfolio management in the form of monies, goods or services, other than the standard commission or fee for that service. The Fund manages conflicts of interest in accordance with regulatory and fiduciary duties. However, should a situation arise when Aviva Investors cannot, for whatever reason, manage a conflict to satisfaction and in accordance with the above outline, Aviva Investors will disclose to the shareholder(s) the general nature or source of that conflict prior to undertaking business with the shareholder(s). 11. Complaints Any complaint the investor may have shall be sent in writing to RBC Dexia or the Compliance Department of Aviva Investors Luxembourg, 34, avenue de la Liberté, 4th Floor, L-1930 Luxembourg, Grand Duchy of Luxembourg. The request will be treated free of charge and a response should be sent within 48 hours. For cases which need further investigation, an acknowledgement of receipt of the complaint will be addressed to the investor as a first step with advice that appropriate answer will follow in due course. 12. Voting Rights Corporate governance, engagement and proxy voting form an integral and active part of Aviva Investor s approach to managing, protecting and enhancing the long-term value of the funds it invests. Confidence in the integrity and quality of management is an essential ingredient for investor commitment and longterm support. Companies, which are well governed and operate in a corporate responsible and sustainable way, should have the culture, attitude and transparent mechanisms in place to support their long-term health and shareholder value. Good corporate governance practice establishes the frameworks that facilitate the agency relationship that exist between shareholders and the management of their companies. Aviva Investors aims to make a positive contribution to the evolution of good corporate governance, not least by taking an active interest in the companies in which we invest and by protecting the rights of shareholders. By extension, Aviva Investors longer-term approach embraces involvement in the development, enhancement and understanding of appropriate standards and industry best practice. While Aviva Investors normally hopes to support company management, in circumstances where companies do not provide sufficient explanation and justification of issues (e.g. non-compliance with best practice) or proposals (e.g. on dilution) that are potentially of concern, or where Aviva Investors has concerns about or Aviva Investors disagrees with the company on issues, Aviva Investors will not hesitate to withhold support and oppose management. Further details of Aviva Investors Voting Rights Policy will be provided free of charge at the written request of the shareholder. 13. Inducements If you have invested or converted funds via an intermediary, the intermediary may receive an initial or conversion commission payment from Aviva Investors Luxembourg as appointed Management Company or directly from the shareholder. In addition, your intermediary may also receive a regular ongoing commission. Aviva Investors Luxembourg pays this out of the management, distribution and/or administration fee it receives according to the Prospectus. The amount of commission paid will depend on the size of your investment, the product and asset class, and the length of time you invest for. Additionally, Aviva Investors may provide your intermediary with other non-monetary benefits such as training, marketing literature or invitations to business related sporting or social events. Your intermediary will tell you how much commission will be received. Alternatively, Aviva Investors will provide further details at your request in writing. 14. Applicable Law The Laws of the Grand Duchy of Luxembourg shall govern the validity and construction of the application form and these Terms and Conditions and parties shall agree to be bound by the exclusive jurisdiction of the Luxembourg courts. CL1108 MC1639-V XX/XXXX/XXXXXX