AMP PERSONAL UNIT TRUST PROSPECTUS

Transcription

1

2

3 AMP PERSONAL UNIT TRUST PROSPECTUS 22 SEPTEMBER 2015 (AS AMENDED ON 1 DECEMBER 2015 AND 16 JUNE 2016) This Prospectus relates to an offer of securities by AMP Wealth Management New Zealand Limited 1

4 INDEX 1 DESCRIPTION OF UNIT TRUST MANAGERS AND PROMOTERS REGISTRAR, CUSTODIAN, AUDITORS, ADVISERS AND EXPERTS INDEPENDENCE OF UNIT TRUSTEE AND ANY CUSTODIANS UNIT TRUSTEE DESCRIPTION OF THE UNIT TRUST AND ITS DEVELOPMENT UNIT HOLDER LIABILITY SUMMARY FINANCIAL STATEMENTS MINIMUM SUBSCRIPTION GUARANTORS ACQUISITION OF BUSINESS OR EQUITY SECURITIES OPTIONS AND UNITS PAID UP OTHERWISE THAN IN CASH INTERESTED PERSONS MATERIAL CONTRACTS PENDING PROCEEDINGS ISSUE EXPENSES OTHER TERMS OF OFFER AND UNITS FINANCIAL STATEMENTS AND AUDITOR S REPORT PLACES OF INSPECTION OF DOCUMENTS OTHER MATERIAL MATTERS MANAGER S STATEMENT UNIT TRUSTEE S STATEMENT TRADING SECURITIES ON SECURITIES MARKETS

5 This Prospectus dated 22 September 2015 is for the AMP Personal Unit Trust established under the Unit Trusts Act Although a number of enactments were repealed on 1 December 2014 in connection with the commencement of the Financial Markets Conduct Act 2013, including the Unit Trusts Act 1960 and the Securities Act 1978, pursuant to transitional arrangements in respect of the Financial Markets Conduct Act, those repealed enactments will continue to apply to the AMP Personal Unit Trust until the earlier of 30 November 2016 or the date that it opts in to the Financial Markets Conduct Act. A signed copy of this Prospectus and copies of the documents required by regulation 18(1) of the Securities Regulations 2009, namely: a copy of the auditor s report on the summary financial statements prepared as at 31 March 2015; a copy of the auditor s consent for the inclusion of its report in this Prospectus; and a copy of the material contracts referred to in this Prospectus not previously filed (if any); were lodged for registration with the Registrar of Financial Service Providers on 22 September 2015 ( Registration Date ). The Prospectus was subsequently amended by an instrument to amend dated 1 December 2015 and a further instrument to amend dated 16 June IMPORTANT NOTE All legislation referred to in this Prospectus can be viewed at In accordance with clause 6 of Schedule 4 to the Financial Markets Conduct Act 2013, this Prospectus contains an offer of units to which the Securities Act 1978 applies. Accordingly, this prospectus provides the information required by the Securities Act 1978 and Schedule 4 of the Securities Regulations 2009 in respect of the AMP Personal Unit Trust. 2

6 Key Information about the AMP Personal Unit Trust The following table briefly summarises some of the key information about the AMP Personal Unit Trust ( the Trust ). You should read it in conjunction with the detailed information set out elsewhere in this Prospectus and with the Trust s investment statement. Overview of the Trust The Trust is a managed fund and offers a range of funds which have exposure to the asset classes identified in section 6. The Trust is issued and managed by AMP Wealth Management New Zealand Limited. Its trustee is The New Zealand Guardian Trust Company Limited. The Trust is a Portfolio Investment Entity (PIE) for tax purposes, meaning that tax is paid on your behalf at your nominated PIE tax rate. Investment options (refer paragraph 6.4) The Trust offers a range of diversified and single sector funds ( Funds ) for Unit holders to invest in. The diversified funds range from lower-risk weighted conservative funds with greater exposure to income assets, to higher-risk weighted aggressive funds with a greater exposure to growth assets. The single sector fund range offers a number of funds including international shares and fixed interest funds, Australasian shares and NZ cash funds. The Funds primarily invest through other underlying managed funds managed by underlying fund managers. The Unit holder s investments are applied to purchase units in their chosen Funds, and the value of those units changes to reflect the returns attributed to those Funds (either positive or negative), as well as each Fund s fees and expenses. Making an Investment (refer paragraph 6.28) Investment is made by purchasing units in each Fund. No Unit holder acquires an interest in any particular asset of the Trust or in any particular Fund to which that unit relates. Unit holders may choose the amount to be invested and how often investments are made. The minimum initial investment amount is $1,000 per Fund. There is no maximum. The minimum holding balance is also $1,000 per Fund. The price at which Unit holders acquire units is determined in accordance with paragraphs 6.56 to 6.59 of this Prospectus. Withdrawals (refer paragraph 6.34) Unit holders can withdraw from the Trust or any Fund by notifying the Manager, in writing, confirming the amount that they wish to withdraw and from which Fund or Funds. Withdrawals may be made by way of regular payments or as a lump sum payment. The minimum amount that can be withdrawn as a lump sum at any time is $500 (or $250 if it is a regular withdrawal). The remaining balance held in any Fund must be $1,000. The price at which a Unit holder redeems units is 3

7 determined in the same way as when units are purchased. Processing of redemption requests (or switching requests) may be suspended in certain circumstances (refer to paragraphs 6.76 and 6.77). Material risks Investment in the Trust and each of the Funds involves risk. No party guarantees investments. A Unit holder may not get back as much as has been invested, or the level of return may not be what an investor might have expected. Details of the material risks associated with investing in the Trust, and the Funds that the risks identified are most likely to affect, are found in paragraphs 6.6 and of this Prospectus. Fees and expenses (refer paragraphs 6.70 and 13) There are fees and expenses associated with each Fund in the Trust, covering the costs of administration, servicing and investment. As at 1 December 2015, for each Fund, the Manager charges a management fee which is made up of an annual management fee and an administration fee. The Manager pays the Trustee s fee. Details of these fees are contained in paragraphs 13.3 and For each Fund, the Manager may also charge Unit holders a buy/sell margin for transactions into or out of a Fund. If charged, the margin is retained in the Fund and is used to offset the costs (if any) of buying and selling underlying assets that the Fund has exposure to. As at 1 December 2015 no buy/sell margin is charged for any Fund. Instead any transaction costs are deducted from the Fund s assets. This may change in the future without notice. There are no switching fees, entry fees or exit fees currently charged to new investors within the Trust or each Fund, however the Manager reserves the right to introduce these in the future. Other fees and expenses may from time to time be charged to the Funds or Unit holders accounts. These could include fees charged to the Manager by third parties (including, amongst other things, certain costs of running the Trust, such as the costs of maintaining Unit holder registers, accounting, audit requirements and regulatory compliance costs, and the payment of custodian fees and expenses). The underlying funds into which the Funds invest may also have other fees and expenses, including performance fees and transaction costs charged by their managers and trustees. These will be reflected in each underlying fund s unit price and therefore will affect Unit holders returns. Related Party Transactions The underlying fund manager for each of the underlying funds in which the diversified Funds and the AMPCI-named single sector Funds are invested (with the exception of AMPCI NZ Shares where the underlying fund manager is Salt Funds Management Limited) is AMP Capital Investors (New Zealand) Limited, which is an associated person of the Manager. These Funds were developed by AMP Investment Management (N.Z.) Limited, which is also an associated 4

8 person of the Manager. The Manager has delegated administration functions of the Trust to AMP Services (NZ) Limited, a related company of the Manager. More information can be found in paragraphs 6.12 and DESCRIPTION OF UNIT TRUST 1.1 This Prospectus has been prepared for the AMP Personal Unit Trust ( Trust ), which was established in Wellington on 9 August The Trust offers a pooled investment having exposure to the asset classes identified in Section 6 of this Prospectus. Investment is made by purchase of units in the Trust. 1.3 The duration of the Trust is 80 years from the date of its establishment, unless wound up earlier. The circumstances in which this may occur are set out in paragraph 6.80 of this Prospectus. 1.4 The Trust Fund (as defined in paragraph 6.24 of this Prospectus) may be attributed to one or more Funds on such terms and conditions as the Manager may from time to time determine by notice in writing to the Trustee. 1.5 As at 1 December 2015, the Funds available are: Diversified funds (i) (ii) (iii) (iv) (v) (vi) (vii) Select Income Select Conservative Dynamic Markets Conservative Select Balanced Dynamic Markets Balanced Select Growth Dynamic Markets Growth Single sector funds (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) Select Cash OnePath NZ Cash AMPCI NZ Fixed Interest Index AMPCI NZ Fixed Interest OnePath NZ Fixed Interest State Street Global Fixed Interest Index (also known as SSgA Global Fixed Interest Index) PIMCO Global Fixed Interest BlackRock Global Fixed Interest AMPCI NZ Shares Index 5

9 (x) (xi) (xii) (xiii) (xiv) (xv) AMPCI NZ Shares OnePath NZ Shares State Street Global Shares Index (also known as SSgA Global Shares Index) State Street Global Shares Index Hedged (also known as SSgA Global Shares Index Hedged) FD International Share Fund 1 Value FD International Share Fund 3 Growth 1.6 There is no maximum amount or number of units in the Trust, or in any Fund. 1.7 Notwithstanding the division of the Trust Fund into Funds, the Trust comprises a single trust with the value of the various Unit holders interests in the Trust Fund determined by reference to the value of the units they hold attributable to the Fund or Funds that they have selected. 1.8 The Manager may consolidate or subdivide the units relating to any Fund and may close any Fund to further investment and may instigate a process to wind up any Fund, at any time. 1.9 As at 1 December 2015, the Manager is reviewing the range of Funds in the Trust. This may result in the consolidation or winding up of some of the Funds. It may also result in variations to the investment objectives and policies of some Funds. No formal notification has been made nor any dates of consolidations or wind-ups has been determined as yet. Affected Unit holders will be notified as appropriate Investment is made by purchasing units in the Trust. No Unit holder acquires an interest in any particular asset of the Trust or in any particular Fund to which that unit relates Unit holders may choose the amount to be invested and how often investments are made. Minimums do apply please refer to paragraph 6.30 for more information Units in the Trust relating to a Fund are issued at the issue price of the Fund on the valuation day on which they are issued (valuation days occur at such times as the Manager determines and it is the current policy of the Manager that valuation days occur every business day) The Unit Value (commonly known as unit price) at any date for a Fund will be the value of the net assets of that Fund, excluding the Portfolio Investment Entity ( PIE ) tax liabilities of investors per the PIE tax legislation, divided by the number of units in the Fund as detailed in paragraph 6.56 of this Prospectus. See Section 20, Other Material Matters, for more information on tax The Unit Value relating to each Fund varies every business day (except if otherwise stated) The Manager determines Unit Values in accordance with current commercial practice, and in the absence of manifest error the Unit Values so determined are final For the purchase of units a notional amount (a buy margin ) that is deemed to apply in respect of the total transaction costs associated with acquiring further investments, as determined by the Manager from time to time, may be added to the Unit Value to calculate the issue price. 6

10 1.17 For the sale of units a notional amount (a sell margin ) that is deemed to apply in respect of the total transaction costs associated with selling investments, as determined by the Manager from time to time, may be deducted from the Unit Value to calculate the withdrawal value. As at 1 December 2015 no buy/sell margin is charged for any Fund. Instead any transaction costs are deducted from the Funds assets. This may change in the future without notice Further details on calculation of Unit Values, issue prices, and withdrawal values are contained in Section 6 of this Prospectus The Manager may deduct an entry fee for a purchase of units in the Trust and for each additional investment made, of between 0% and 5% of the value of the investment made at the time the investment is made As at 1 December 2015, investors who became Unit holders after 1 July 2011 will not be charged an entry fee Unit holders who became Unit holders before 1 July 2011 may have at that time been subject to an entry fee of between 0% and 5% of each payment made and this fee will continue to apply to all contributions by that Unit holder to the Trust after 1 July 2011 (being entry fees on regular payments and lump sum contributions) The entry fee charged for lump sums may be different to that charged for regular investments There are currently no exit charges on exit from the Trust. The Manager reserves the right to introduce exit fees. If charged the exit fees will not exceed 5% of the withdrawal value. 2 MANAGERS AND PROMOTERS The Manager 2.1 The Manager of the Trust is AMP Wealth Management New Zealand Limited. AMP Wealth Management New Zealand Limited Level 21, AMP Centre 29 Customs Street West P O Box 55 Shortland Street Auckland 1140 On 1 December 2015, AMP Wealth Management New Zealand Limited replaced AMP Services (NZ) Limited ( AMP Services ) as the manager of the Trust. AMP Services continues to be involved in the Trust as administration manager and promoter of the Trust. AMP Services and AMP Wealth Management New Zealand Limited currently have the same directors and are both ultimately owned by AMP Limited. See paragraph 6.12 for more details. 2.2 As at the Registration Date, the directors of AMP Services (the manager on that date) were: Anthony George Regan, of Auckland Thérèse Mary Singleton, of Auckland Simon John Hoole, of Auckland 7

11 Gregory Paul Bird, of Auckland* Elaine Jennifer Campbell, of Auckland * Gregory Paul Bird resigned as a director on 2 October As at 1 December 2015, the directors of AMP Wealth Management New Zealand Limited (the Manager) are: Anthony George Regan, of Auckland Thérèse Mary Singleton, of Auckland Simon John Hoole, of Auckland Elaine Jennifer Campbell, of Auckland 2.3 The directors and address of the Manager may change from time to time without notice. To obtain a current list of directors and addresses, please contact the Manager on The directors of the Manager can all be contacted at the address of the Manager set out above. 2.5 AMP Services and any of its directors that are not also directors of the Manager are promoters of the Trust. As at 1 December 2015, AMP Services directors are all also directors of the Manager and therefore not promoters. The directors may change from time to time. Unit holders can find the current names of the promoters by contacting the Manager as set out in paragraph The ultimate parent company of the Manager is AMP Limited, a company incorporated in Australia and registered in New Zealand on 16 January 1998 under the Companies Act None of AMP Services, the Manager, or AMP Limited guarantee the securities offered in this Prospectus. 2.7 The Manager also manages the following unit trusts: (i) AMP Unit Trust comprising of: NZ Cash Investment Fund NZ Fixed Interest Investment Fund NZ Shares Investment Fund NZ Property Investment Fund International Shares Investment Fund Australian Shares Investment Fund Asian Shares Investment Fund Conservative Investment Fund Balanced Investment Fund Dynamic Investment Fund Balanced Other Investment Fund 8

12 Legg Mason Balanced Investment Fund (ii) Within the range of unit trusts known as Client Unit Trust: UT01 UT02 UT03 UT04 UT07 UT10 UT12 UT13 UT14 UT24 UT28 UT31 UT34 UT35 UT36 UT37 UT51 UT52 UT53 UT54 UT56 UT60 UT61 UT65 UT68 UT80 UT95 Conservative Fund Moderate Fund Balanced Fund Growth Fund Aggressive Fund (iii) Within the range of unit trusts known as Personal Managed Funds: Active Growth Fund International Equity Trust Mortgage Investment Fund New Zealand Cash Management Trust Balanced Fund International Bond Trust New Zealand Equities Discovery Trust New Zealand Strategic Bond Trust The role of the Manager 2.8 The Manager is responsible for the administration and investment management of the Trust in its role as manager of the Trust. The Manager has delegated the administration functions of the Trust to AMP Services as an administration manager for the Trust. AMP Services is a related company of the Manager. 2.9 The Manager, through the AMP Financial Services Investment Committee 1 ( Committee ), oversees the implementation, monitoring and performance of the investment strategy of the Funds, including appointing and removing underlying fund managers On 24 November 2011, AMP Services and AMP Capital Investors (New Zealand) Limited ( AMP Capital ) entered into a Partnership Agreement ( Partnership Agreement ) affecting the investment management decisions made in respect of certain AMP group products. 2 On 22 September 2015, the Manager became a party to the Partnership Agreement. The Committee 1 The Manager is part of a group of AMP entities in New Zealand, which is known as AMP Financial Services ("AFS"). AFS has established governance procedures to oversee the activities carried out by members of the group, and make decisions on behalf of members of the group. Those governance procedures apply to the Manager. The AFS Investment Committee makes investment decisions for the Trust on the Manager's behalf. 2 The provisions of the Partnership Agreement that relate to the Trust took effect on 21 May

13 utilises the services of AMP Capital to provide advice and recommendations on strategic asset allocation and underlying fund manager selection concerning a range of underlying wholesale funds managed by AMP Capital. As at 1 December 2015, the Committee also utilises the services of internal and external research providers (such as Mercer (N.Z.) Limited) to provide research and recommendations on underlying fund managers Since 21 May 2013, the assets of each of the individual diversified Funds (apart from the Select Income Fund) invest in a range of wholesale unit trusts known as the AMP Capital Diversified Funds. The AMP Capital Diversified Funds were developed by AMP Investment Management (N.Z.) Limited and are managed by AMP Capital. Under the Partnership Agreement, the Manager (through the Committee) seeks advice and recommendations from AMP Capital about matters concerning the AMP Capital Diversified Funds into which the relevant Funds invest (including whether or not to add or remove a fund manager utilised by the AMP Capital Diversified Funds and asset allocation decisions). 3 REGISTRAR, CUSTODIAN, AUDITORS, ADVISERS AND EXPERTS 3.1 AMP Services is the registrar for the Trust. 3.2 The auditors of the Trust are Ernst & Young. Their address is 100 Willis St, Wellington Ernst & Young is registered under the Auditor Regulation Act Neither Ernst & Young, nor any officer or employee of Ernst & Young, is intended to be a director, officer, or employee of AMP Services, the Manager, or the Trustee. 3.3 The solicitors to the Trust are Kensington Swan, Wellington. 3.4 The custodian for the Trust is Investment Suite Nominees Limited. 4 INDEPENDENCE OF UNIT TRUSTEE AND ANY CUSTODIANS 4.1 The Trustee and the Trust s custodian for investment purposes, Investment Suite Nominees Limited, are independent of AMP Services and the Manager of the Trust. 5 UNIT TRUSTEE 5.1 The Trustee of the Trust is The New Zealand Guardian Trust Company Limited whose registered office is at: Level Queen Street Auckland As at the Registration Date, the directors of the Trustee are: Andrew Howard Barnes, Waiheke Island James Earl Douglas, Auckland Robin Albert Flannagan, Auckland 10

14 Timothy James Shaw, Auckland 5.3 The directors and the address of the Trustee may change from time to time without notice. To obtain a current list of directors and addresses please contact the Trustee on The directors of the Trustee can be contacted at the Trustee s address given above. 5.5 The Trustee was incorporated in New Zealand under the Companies Act 1955 on 7 September 1982 and was re-registered under the Companies Act 1993 on 23 April The Trustee s ultimate holding company is Bath Street Capital Limited, a company incorporated in New Zealand. 5.7 The Trustee is indemnified by the Trust against any debt, action taken or omitted, or liability incurred on behalf of the Trust ( liability ) except to the extent that such liability arises from its wilful default or wilful breach of trust. 5.8 In respect of the Trust s affairs the Trustee and Manager act in a representative capacity for Unit holders and are under no personal liability. 5.9 The Trustee is entitled to be reimbursed from the Trust in the event that it is held personally liable for any direct or indirect expense, loss, cost or liability incurred by or on behalf of the Trust None of the Trustee, Bath Street Capital Limited, Investment Suite Nominees Limited, the Manager, AMP Services, or any other person guarantees either the repayment of the units or earnings on the units in the Trust The Trustee has been granted a licence under section 16(1) of the Financial Markets Supervisors Act 2011 to act as a trustee in respect of debt securities, unit trusts, superannuation schemes, and KiwiSaver schemes, and as a statutory supervisor for participatory securities, for a term expiring on 16 March A copy of the Trustee s licence, including the conditions on the licence, can be obtained at the Financial Markets Authority s website: or on the Trustee s website at: As at the Registration Date, all conditions and reporting obligations have been duly satisfied by the required dates. If you have queries about the licence please contact the Trustee in the first instance. 6 DESCRIPTION OF THE UNIT TRUST AND ITS DEVELOPMENT 6.1 This section covers the following: Subject Paragraph Trust Deed 6.2 Investment objectives and policies

15 The Funds 6.4 Investment activities and material developments 6.7 Investment returns 6.14 Distributions 6.19 Principal terms of the Trust Deed Authorised investments 6.22 Single Trust Fund 6.24 Application for units 6.28 Withdrawals 6.34 Switching between Funds 6.43 Transfer of units 6.50 Minimum Fund balance 6.55 Valuation of units 6.56 Management of the Trust 6.60 Removal and replacement of Trustee and Manager 6.62 Trustee and Manager indemnities 6.67 Costs and expenses 6.70 Variation of the Trust Deed 6.71 Variation to Funds 6.74 Termination or merger of Funds 6.75 Deferral of withdrawals, transfers and switching 6.76 Winding up a Fund 6.79 Winding up the Trust 6.80 Meetings of Unit holders Unit holders entitlements to receive and view documents Trust Deed 6.2 The unit trust to which this Prospectus relates is governed by an amended and consolidated trust deed dated 1 December 2015 (the Trust Deed ). The Trust Deed will be amended by a trust deed amendment which was signed on 16 June 2016 and will take effect at 5pm on 19 August Investment Objectives and Policies 12

16 6.3 As at 1 December 2015 the investment objective of the Trust is to provide investors with exposure to all of the major asset classes. Within each asset class, investment is spread across a range of underlying fund managers located in New Zealand and around the world. The Trust is made up of a number of Funds each with its own investment objective and policy. At times each Fund may hold up to 15% in cash for transactional purposes and/or if appropriate investments cannot otherwise be found. Each Fund may also hold cash where an underlying fund manager closes its fund without, or upon limited, notice, or closes its fund to new investments. Some of the Funds within the Trust will be hedged back to New Zealand dollars. There is no guarantee that the investment objective and policy of each Fund or the underlying fund, into which each Fund invests, will be achieved. The Funds 6.4 Subject to the restrictions set out in paragraph 6.74 below, the Manager may change the underlying fund managers, the name of a Fund, its investment policy, and its objective at any time and from time to time without notice. The assets of each of the individual diversified Funds (apart from the Select Income Fund) invest in the AMP Capital Diversified Funds developed by AMP Investment Management (N.Z.) Limited and managed by AMP Capital. Where a Fund invests in an underlying fund other than the AMP Capital Diversified Funds, it is specified in the investment objectives and policy of the Fund in the table below. The Manager (through the Committee) seeks advice and recommendations from AMP Capital about matters concerning the AMP Capital Diversified Funds into which the relevant Funds invest (including whether or not to add or remove a fund manager utilised by the AMP Capital Diversified Funds and asset allocation decisions). As at 1 December 2015, the Committee also utilises the services of internal and external research providers (such as Mercer (N.Z.) Limited) to provide research and recommendations on underlying fund managers. A list of the current underlying fund managers and underlying funds are available by contacting AMP Customer Services on As at 1 December 2015, the Trust comprises of the following Funds which currently achieve their investment objectives as set out below. For each Fund, key information as at 1 December 2015 is set out including the two key investment risks particular to each Fund. For details of these risks as well as other material risks affecting the Funds refer to Risks (on page 58). 6.6 Please note that currency hedging policies and key investment risks are as at 1 December 2015 and may change from time-to-time without notice. Diversified funds Name of Fund Investment objective and policy Select Income To primarily preserve the value of your investment by investing in fixed interest and cash assets. The Fund may have exposure to fixed interest and cash securities issued by governments or their agencies, local authorities, supranational entities, registered banks and corporations (amongst others) located in New Zealand and 13

17 around the world. The Fund may also have exposure to financial derivative instruments for hedging or as part of its investment strategy. As at 1 December 2015, the Fund achieves its exposure by investing through wholesale funds managed by AMP Capital Investors (New Zealand) Limited and ANZ New Zealand Investments Limited. Income / growth target Income 100% / Growth 0% Currency hedging policy Key investment risks Underlying fund manager To fully hedge foreign currency exposure back to New Zealand dollars Interest rate risk; Market risk AMP Capital Investors (New Zealand) Limited; ANZ New Zealand Investments Limited Name of Fund Investment objective and policy Select Conservative To achieve modest-to-medium returns - in exchange there may be small movements up and down in the value of your investments. To provide a well-diversified portfolio that has a conservative allocation to growth assets but is primarily invested in lower risk income assets. Income / growth target (and range) Income 75% (55-95%) / Growth 25% (5-45%) Benchmark asset allocations Currency hedging policy Income Assets Cash 25% NZ fixed interest 25% International fixed interest 25% Growth Assets Property 4.5% Australasian shares 5% International shares 9.5% Commodities 2% Global infrastructure 2.5% Emerging markets 1.5% To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International 14

18 Shares where currency exposure is actively managed. Key investment risks Underlying fund manager Investment sector risk (fixed interest); Market risk AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Dynamic Markets Conservative To achieve modest-to-medium returns - in exchange there may be small movements up and down in the value of your investments. To provide a well-diversified portfolio that has a conservative allocation to growth assets but is primarily invested in lower risk income assets. Income / growth target (and range) Income 75% (55-95%)/ Growth 25% (5-45%) Benchmark asset allocations Currency hedging policy Key investment risks Underlying fund manager Income Assets Cash 25% NZ fixed interest 25% International fixed interest 25% Growth Assets Property 4.5% Australasian shares 5% International shares 9.5% Commodities 2% Global infrastructure 2.5% Emerging markets 1.5% To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (fixed interest); Market risk AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Select Balanced To achieve medium returns - in exchange there 15

19 will be some movements up and down in the value of your investments. To provide a well-diversified portfolio that has a balance of risk through holding growth assets and an allocation to lower risk income assets. Income / growth target (and range) Income 40% (20-60%) / Growth 60% (40-80%) Benchmark asset allocations Currency hedging policy Key investment risks Underlying fund manager Income Assets Cash 10% NZ fixed interest 15% International fixed interest 15% Growth Assets Property 7% Australasian shares 15% International shares 26.5% Commodities 3% Global infrastructure 4% Emerging markets 4.5% To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (shares, fixed interest); Market risk AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Dynamic Markets Balanced To achieve medium returns - in exchange there will be some movements up and down in the value of your investments. To provide a well-diversified portfolio that has a balance of risk through holding growth assets and an allocation to lower risk income assets. Income / growth target (and range) Income 40% (20-60%) / Growth 60% (40-80%) Benchmark asset allocations Income Assets Cash 10% NZ fixed interest 15% 16

20 International fixed interest 15% Growth Assets Property 7% Australasian shares 15% International shares 26.5% Commodities 3% Global infrastructure 4% Emerging markets 4.5% Currency hedging policy Key investment risks Underlying fund manager To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (shares, fixed interest); Market risk AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Select Growth To achieve high returns - in exchange there will be larger movements up and down in the value of your investments. To provide a well-diversified portfolio that aims to provide growth, primarily through holding growth assets. The Fund has a low allocation to income assets. Income / growth target (and range) Income 10% (0-30%) / Growth 90% (70-100%) Benchmark asset allocations Income Assets Cash 5% NZ fixed interest 2.5% International fixed interest 2.5% Growth Assets Property 9.5% Australasian shares 22.5% International shares 41% Commodities 4% Global infrastructure 5.5% 17

21 Emerging markets 7.5% Currency hedging policy Key investment risks Underlying fund manager To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (shares); Market risk AMP Capital Investors (New Zealand) Limited 18

22 Name of Fund Investment objective and policy Dynamic Markets Growth To achieve high returns - in exchange there will be larger movements up and down in the value of your investments. To provide a well-diversified portfolio that aims to provide growth, primarily through holding growth assets. The Fund has a low allocation to income assets. Income / growth target (and range) Income 10% (0-30%) / Growth 90% (70-100%) Benchmark asset allocations Currency hedging policy Key investment risks Underlying fund manager Income Assets Cash 5% NZ fixed interest 2.5% International fixed interest 2.5% Growth Assets Property 9.5% Australasian shares 22.5% International shares 41% Commodities 4% Global infrastructure 5.5% Emerging markets 7.5% To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (shares); Market risk AMP Capital Investors (New Zealand) Limited Single Sector Funds Name of Fund Investment objective and policy Select Cash To achieve modest, stable returns with a very low level of investment risk - in exchange there will be no significant movements up and down in the value of your investments. To primarily invest in cash and short-term 19

23 deposits. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by ANZ New Zealand Investments Limited. Asset class Currency hedging policy Key investment risks Underlying fund manager Cash No currency hedging Interest rate risk; Credit risk ANZ New Zealand Investments Limited Name of Fund Investment objective and policy Asset class Currency hedging policy Key investment risks Underlying fund manager OnePath NZ Cash To achieve modest, stable returns with a low level of investment risk - in exchange there will be no significant movements up and down in the value of your investments. To primarily invest in cash and short-term deposits. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by ANZ New Zealand Investments Limited. Cash No currency hedging Interest rate risk; Credit risk ANZ New Zealand Investments Limited Name of Fund Investment objective and policy AMPCI NZ Fixed Interest To primarily preserve the value of Unit holders investment with some capital growth by investing predominantly in New Zealand fixed interest assets. The Fund may have exposure to fixed interest securities issued by, amongst others, the New Zealand government or their agencies, the Reserve Bank of New Zealand, local authorities, registered banks and corporations located predominantly in New Zealand but including others from around the world. The Fund may also have exposure to financial 20

24 derivative instruments for hedging or as part of its investment strategy. As at 1 December 2015, the Fund achieves its exposure by investing through wholesale fund(s) managed by AMP Capital Investors (New Zealand) Limited. Currency hedging policy Key investment risks Asset class Underlying fund manager To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk NZ fixed interest AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager AMPCI NZ Fixed Interest Index To primarily preserve the value of Unit holders investment with some capital growth by investing in a passively managed portfolio of predominantly New Zealand fixed interest assets. As at 1 December 2015 the Fund aims to closely match the holdings of the ANZ NZ Government Stock Gross Return Index and to be representative of the holdings of the ANZ A Grade Corporate Bond Index. As such, the Fund may have exposure to fixed interest securities issued by, amongst others, the New Zealand government or their agencies, the Reserve Bank of New Zealand, local authorities, registered banks and corporations located predominantly in New Zealand. No currency hedging Interest rate risk; Market risk NZ fixed interest AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy OnePath NZ Fixed Interest To primarily preserve the value of Unit holders investment with some capital growth by investing in a portfolio of predominantly New Zealand fixed interest assets. The Fund may have exposure to fixed interest 21

25 securities issued by governments or their agencies, local authorities, supranational entities, registered banks and corporations (amongst others) located in New Zealand and around the world. The Fund may also have exposure to financial derivative instruments for hedging or as part of its investment strategy. As at 1 December 2015, the Fund achieves its exposure by investing through wholesale funds managed by ANZ New Zealand Investments Limited. Currency hedging policy Key investment risks Asset class Underlying fund manager To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk NZ fixed interest ANZ New Zealand Investments Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager State Street Global Fixed Interest Index (also known as the SSgA Global Fixed Interest Index) To primarily preserve the value of Unit holders investment with some capital growth by investing in a passively managed portfolio of fixed interest assets issued in bond markets around the world. As at 1 December 2015 the Fund achieves its investment exposure by investing into an Australian domiciled and AUD denominated fund issued by State Street Global Advisors, Australia, Limited. The State Street fund aims to closely match the holdings of the Citigroup World Government bond ex Australia (Hedged to AUD) Index. To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk International fixed interest State Street Global Advisors, Australia, Limited Name of Fund PIMCO Global Fixed Interest 22

26 Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager To primarily preserve the value of Unit holders investment with some capital growth by investing in fixed interest assets issued in bond markets around the world. The Fund may have exposure to fixed interest securities issued by, amongst others, governments or their agencies, state and provincial entities, supranational organisations and corporates globally. As at 1 December 2015, the Fund achieves its exposure by investing through a fund managed by PIMCO and issued by Fisher Funds Management Limited. To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk International fixed interest PIMCO accessed through Fisher Funds Management Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager Blackrock Global Fixed Interest To primarily preserve the value of Unit holders investment with some capital growth by investing in fixed interest assets issued in bond markets around the world. The Fund may have exposure to fixed interest securities issued by, amongst others, governments or their agencies, state and provincial entities, supranational organisations and corporates globally. As at 1 December 2015, the Fund achieves its exposure by investing into an Australian domiciled and AUD denominated fund managed by BlackRock Investment Management (Australia) Ltd. To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk International fixed interest BlackRock Investment Management (Australia) Limited 23

27 Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager AMPCI NZ Shares Index To achieve long term capital growth primarily through exposure to a passively managed portfolio of shares of companies listed on the New Zealand stock exchange. The Fund aims to closely match the holdings of the NZX 50 Index. As such, the Fund will primarily have exposure to shares of the 50 largest companies listed on the New Zealand stock exchange. As at 1 December 2015, the Fund achieves its exposure by investing through wholesale fund(s) managed by AMP Capital Investors (New Zealand) Limited. Currency exposure may be hedged back to New Zealand dollars Investment sector risk (shares); Market risk Australasian shares AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class AMPCI NZ Shares To achieve long term capital growth through exposure to a portfolio of predominantly New Zealand shares. The Fund may have exposure to equity securities (e.g. shares) of companies that are either based in New Zealand or carry out the main part of their business in New Zealand. The Fund may also have exposure to equity securities of companies based outside of New Zealand. As at 1 December 2015, the Fund achieves its exposure by investing through a retail fund of which Salt Funds Management Limited is the investment manager. Currency exposure may be hedged back to New Zealand dollars. Investment sector risk (shares); Market risk Australasian Shares 24

28 Underlying fund manager Salt Funds Management Limited. Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager OnePath NZ Shares To achieve long term capital growth through exposure to a portfolio of predominantly New Zealand shares. The Fund may have exposure to equity securities (e.g. shares) of companies that are either based in New Zealand or carry out the main part of their business in New Zealand. The Fund may also have exposure to securities of companies based outside of New Zealand. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by ANZ New Zealand Investments Limited. Any currency exposure may be hedged back to New Zealand dollars. Investment sector risk (shares); Market risk Australasian Shares ANZ New Zealand Investments Limited Name of Fund Investment objective and policy Currency hedging policy State Street Global Shares Index (also known as the SSgA Global Shares Index) To achieve long term capital growth primarily through exposure to a passively managed portfolio of shares of companies listed on stock exchanges around the world excluding Australia. The Fund aims to closely match the holdings of the MSCI World ex-australia Index with net dividends reinvested. As at 1 December 2015 the Fund achieves its investment exposure by investing into an Australian domiciled and AUD denominated fund issued by State Street Global Advisors, Australia, Limited. Foreign currency exposure will be unhedged. 25

29 Key investment risks Asset class Underlying fund manager Investment sector risk (shares); Market risk International Shares State Street Global Advisors, Australia, Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager State Street Global Shares Index Hedged (also known as the SSgA Global Shares Index Hedged) To achieve long term capital growth primarily through exposure to a passively managed portfolio of shares of companies listed on stock exchanges around the world excluding Australia. The Fund aims to closely match the holdings of the MSCI World ex-australia Index 100% hedged to Australian dollars with net dividends reinvested. As at 1 December 2015 the Fund achieves its investment exposure by investing into an Australian domiciled and AUD denominated fund issued by State Street Global Advisors, Australia, Limited. To fully hedge foreign currency exposure back to New Zealand dollars. Investment sector risk (shares); Market risk International Shares State Street Global Advisors, Australia, Limited Name of Fund Investment objective and policy FD International Share Fund 1 - Value To achieve long term capital growth through exposure to shares of companies around the world excluding Australia. The Fund may have exposure to equity and equity related securities of companies worldwide excluding Australia. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by AMP Capital Funds Management Limited in Australia. The underlying fund manager of that fund is Schroder Investment Management Australia Limited. 26

30 Currency hedging policy Key investment risks Asset class Underlying fund manager Foreign currency exposure will be unhedged. Investment sector risk (shares); Market risk International Shares Schroder Investment Management Australia Limited accessed through AMP Capital Funds Management Limited, a company registered in Australia Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager FD International Share Fund 3 - Growth To achieve long term capital growth through exposure to shares of companies around the world. The Fund may have exposure to equity securities (e.g. shares) of companies worldwide, including emerging markets. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by AMP Capital Funds Management Limited in Australia. The underlying fund manager of that fund is Fidelity Investment Management (Australia) Limited. Foreign currency exposure will be unhedged Investment sector risk (shares); Market risk International Shares Fidelity Investment Management (Australia) Limited accessed through AMP Capital Funds Management Limited, a company registered in Australia. Investment activities and material developments 6.7 On 12 November 2010 the names of the Bernstein Global Shares and Alliance Capital Global Shares Portfolios were changed to FD International Share Fund 1 Value and FD International Share Fund 3 Growth respectively when the manager of the underlying investments of those Portfolios also changed from Alliance Bernstein Australia Limited to Schroder Investment Management Australia Limited and FIL Limited respectively. 6.8 Prior to 20 September 2012, the Select Cash Fund was called the Select Cash Enhanced Portfolio. 6.9 Since 21 May 2013, the assets of each of the individual diversified Funds (apart from the Select Income Fund) have invested in a new range of wholesale investment funds known as 27

31 the AMP Capital Diversified Funds. The AMP Capital Diversified Funds were developed by AMP Investment Management (N.Z.) Limited and are managed by AMP Capital. The Manager (through the Committee) seeks advice and recommendations from AMP Capital about matters concerning the AMP Capital Diversified Funds into which the relevant Funds invest (including whether or not to add or remove a fund manager utilised by the AMP Capital Diversified Funds and asset allocation decisions) On 20 December 2013, the ttrust ddeed was amended to allow the Manager to elect to send a notice to Unit holders stating where and how to obtain a copy of the annual financial statements, auditors report, and a summary of any trust deed amendments made during the last year for the Trust, rather than sending a copy of those documents On 1 December 2014 the Financial Markets Conduct Act 2013, which fundamentally changes the laws that regulate the governance and offering of unit trusts like the Trust and other managed investment vehicles in New Zealand, came into full force, subject to a two-year transition period. That transition period ends on 30 November 2016, although the Manager may opt-in to the Financial Markets Conduct Act regime in respect of the Trust prior to that date. For practical purposes, the law that applied prior to 1 December 2014 generally continues to apply to the Trust during the transition period On 1 December 2015 the Manager replaced AMP Services as the manager (and therefore issuer under the Securities Act 1978) of the Trust, and subsequently delegated the administration functions of the Trust to AMP Services as an administration manager for the Trust. The existing trust deed for the Trust was amended and consolidated on 1 December 2015 to reflect the change of manager and legislative and other developments since the trust deed was last amended. Other contractual arrangements were entered into to reflect the change of manager. See part 14 of this prospectus for more information Except as set out in section 14, there have been no other material developments relating to the Trust in the five years preceding the Registration Date and 1 December Investment Returns 6.14 The investment returns shown below reflect the returns for the Funds for the relevant periods These returns are not an indication of future performance and neither the Trustee nor Manager, nor any related company of either (including AMP Services), guarantees the performance of the Funds The below returns are not the returns individual Unit holders will receive as this will generally depend on the issue price at which their units are purchased and the withdrawal value at which their units are redeemed. Fund name Date of Fund inception 1 % Return for year ended 31 March 2015 % Return for year ended 31 March 2014 % Return for year ended 31 March 2013 % Return for year ended 31 March 2012 % Return for year ended 31 March

32 Fund name Date of Fund inception 1 % Return for year ended 31 March 2015 % Return for year ended 31 March 2014 % Return for year ended 31 March 2013 % Return for year ended 31 March 2012 % Return for year ended 31 March 2011 Select Cash % 2.5% 2.5% 2.5% 2.9% Select Income % -0.5% 5.0% 7.2% 4.6% Select Conservative % 2.7% 6.9% 4.2% 5.0% Select Balanced % 5.7% 11.1% 2.0% 6.1% Select Growth % 8.7% 13.9% -1.3% 7.2% Dynamic Markets Conservative % 2.4% 6.9% 4.2% 4.9% Dynamic Markets Balanced % 5.7% 11.1% 1.8% 6.1% Dynamic Markets Growth % 8.7% 13.8% -1.4% 7.2% OnePath NZ Cash % 2.7% 2.9% 2.9% 3.2% AMPCI NZ Fixed Interest Index % -1.3% 5.8% 8.6% 6.3% AMPCI NZ Fixed Interest % -0.8% 6.9% 10.2% 6.2% OnePath NZ Fixed Interest % -1.9% 7.0% 9.0% 7.5% State Street Global Fixed Interest Index % 2.8% 6.7% 8.7% 3.4% PIMCO Global Fixed Interest % 2.4% 11.5% 11.1% 7.8% BlackRock Global Fixed Interest % 3.4% 6.7% 6.9% 4.3% AMPCI NZ Shares Index % 15.4% 24.8% 0.8% 3.7% OnePath NZ Shares % 19.1% 23.1% 1.4% 4.0% AMPCI NZ Shares % 12.4% 23.2% 2.0% 5.7% State Street Global Shares Index State Street Global Shares Index Hedged FD International Share Fund 1 Value FD International Share Fund 3 Growth % 14.3% 8.8% -6.0% 4.7% % 24.8% 14.8% 5.3% 6.5% % 14.8% 7.7% -10.6% 1.3% % 10.6% 9.8% -6.6% 1.2% 29

33 1. Date of Fund inception is the date each Fund received its first investment monies in. 2. The returns for part of the year ended 31 March 2011 (being the 3 months ended 30 June 2010) have taken into account tax paid by the underlying fund prior to that fund becoming a PIE Investment returns will fluctuate from time to time based on the performance of each Fund s underlying investments. Unit holders should not place undue reliance on short term investment returns. For more information, and for up-to-date returns, please refer to AMP s website Please note that the returns on AMP s website may be different to the returns provided in the above table. The website returns are adjusted for PIE tax credits The returns are based on percentage change in withdrawal value: a) net of annual management fees, b) gross of administration fees (where it is not included in the annual management fee); c) before tax liabilities; and d) before addition of tax credits. As the Trust is a PIE, the withdrawal value is calculated on a before tax basis. Distributions 6.19 From 1 October 2007, being the date the AMP Personal Unit Trust elected into the PIE tax rules, no distributions have been made from the Trust Income may be obtained via a redemption of units. See paragraph 6.34 for further details on redemption None of the Manager, AMP Services, Investment Suite Nominees Limited or the Trustee undertake to any of the Unit holders a return of capital. Principal terms of the Trust Deed Authorised Investments 6.22 The Trust may invest only in authorised investments which are: (a) (b) (c) (d) (e) shares or securities or like interest in any company, partnership, or any person; cash deposits with or loans to (with or without security) any person; debentures, bonds, notes, debt securities or similar obligations (with or without security) issued by any person; bills of exchange or promissory notes made, drawn, or accepted by any person; mortgages or submortgages of any real property; 30

34 (f) (g) (h) (i) (j) (k) (l) cash, foreign currencies and foreign exchange contracts; any interest of any nature in any real or personal property of any nature whatsoever; futures contracts; units, sub-units or other interests in any unit trust scheme, group investment fund, or other form of collective investment vehicle; stocks, bonds, mortgages, or securities of, or deposits with, any government, public, municipal or local body or authority in any part of the world; interests in any of the foregoing including interests and assets held by custodians or nominees or in collective or pooled investment trusts but excluding legal title to such assets for so long as they are so held; any right or option to acquire any of the above; and (m) any other investment, right, interest, obligation or property of any nature whatsoever nominated by the Manager and approved by the Trustee The authorised investments can be varied by changing the Trust Deed in the manner set out in paragraph 6.71 below. The nature and identity of the specific assets in which any Fund can invest may change at any time without notice within the Fund s investment objective and policy. Single Trust Fund 6.24 The Trust Fund consists of all of the investments, cash, property and other assets, liabilities and obligations for the time being held by the Trustee from time to time under the Trust Deed ( the Trust Fund ) Although the Trust Fund comprises a single trust it is divided into Funds (referred to as Portfolios in the Trust Deed). Where the assets attributable to a particular Fund are insufficient to meet the liabilities attributable to that Fund, those liabilities shall be met from the Trust Fund in such equitable manner as the Manager with the approval of the Trustee sees fit. This means that the assets of one Fund may be used to cover the liabilities of another Fund The beneficial interest in the Trust Fund is divided into units. Each unit confers an equal interest in that part of the Trust Fund attributable to the Fund to which the Unit relates, though no Unit holder acquires any right or interest in the individual investments of the Trust The Manager may consolidate or subdivide the units of the Trust attributable to any Fund. It may close any Fund to new applications and instigate a process to wind up any Fund at any time. Application for units 6.28 Any person may apply for units in the Trust Fund. The Manager may accept or decline applications at its discretion. The Manager may invite applications for units in the Trust Fund 31

35 relating to any Fund on such terms and conditions it decides from time to time and in accordance with applicable laws and the Trust Deed. Any issue of units may be underwritten This Prospectus is an invitation for units in the Trust Fund in respect of the Funds described in 6.5 above. A Unit holder may make a standing application for units whereby that Unit holder applies to acquire units in the Trust attributable to one or more Funds at intervals in accordance with such terms as prescribed by the Manager from time to time The Manager may set and alter minimum application amounts. If a person applying for units does not have the minimum amounts required by the Manager to be invested, the Manager may decline the application and refund monies to that person. No interest is paid on such refunds. As at 1 December 2015, the Manager s current policy is that a minimum of $1,000 must be paid (and maintained) in a Fund which a Unit holder invests. Any subsequent lump sum payment must be at least $250. If a Unit holder sets up a regular payment each payment must be at least $ When applications and application monies (less any applicable fees of up to 5% of application monies) are received and accepted, the number of units issued by the Manager will be determined by the issue price (rounded down if necessary to 4 decimal places) at the next Valuation Date ( Valuation Date means a day specified by the Manager as a day on which the unit value of units within the Trust are determined) The Manager then enters the applicant in the register as holder of that number of units. Applications may be satisfied at the option of the Manager from either creation of additional units or purchase of existing units from any Unit holder nominated by the Manager Certificates will be issued by the Manager if the Manager is required to do so by law, but if issued shall not constitute evidence of title. As at 1 December 2015, certificates are not issued in respect of the Trust. Withdrawals 6.34 Unit holders may withdraw funds from the Trust by redemption of their units. See Section 20, Other Material Matters for more information on tax Withdrawals are made by completing a withdrawal form, which specifies the Fund to which the withdrawal of units of the Trust relates, and the amount to be withdrawn As at 1 December 2015, the Manager s policy is that any lump sum withdrawal must be at least $500. If a Unit holder sets up regular withdrawal arrangements each regular withdrawal must be at least $250. In the event a Unit holder has less than the minimum Fund balance of $1,000, the Manager may realise their investment in the Fund and pay the proceeds to the Unit holder A withdrawal notice given prior to 5pm on a business day shall be redeemed at the withdrawal value on the next Valuation Date (if received at or after 5pm on a business day the withdrawal value of the Valuation Date following the next Valuation Date applies) A withdrawal notice must be in the form prescribed by the Manager and may not (except where all units held by a Unit holder are to be redeemed) be for less than the minimum value of units as prescribed by the Manager from time to time. 32

36 6.39 On receiving a withdrawal notice the Manager shall procure that the number of units having an aggregate withdrawal value equal to the withdrawal amount are redeemed or purchased at the Manager s discretion from the Unit holder and the Unit holder is paid the withdrawal amount less any exit fees that may be payable. Units redeemed are deemed to have been cancelled To satisfy a redemption the Manager may either direct the Trustee to realise investments of the Trust or borrow on behalf of the Trust to provide monies to pay the amount withdrawn The Manager may deduct an exit fee of up to 5% of the value of the Units withdrawn. The Manager may deduct from any benefit or other payment any tax payable in respect of that benefit or payment or any tax in respect of that unit holder's PIE tax liability as calculated under the PIE tax legislation. See Section 20, Other Material Matters, for further details on tax The Manager may suspend giving effect to withdrawals if it would be materially prejudicial to the interests of Unit holders or is impracticable, due to the occurrence or existence of any circumstance or event relating to the Trust or generally. See paragraphs for more information. Switching between Funds 6.43 A Unit holder of the Trust may choose to switch some or all of the Unit holder s investment between Funds by giving a switching notice or a new investment authority A Unit holder can also change Funds by leaving his or her existing balance (and earnings on that balance) in a current Fund, but changing future contributions to a different Fund A Unit holder may switch their investment between Funds, and change contributions to a different Fund, as often as they wish A switching notice takes effect as a withdrawal of units from the Trust attributable to the Fund nominated and an application for units in the Trust attributable to the Fund, which the notice so nominates The withdrawal and application fees in relation to a switching notice may, at the discretion of the Manager, be reduced or waived. The Manager may also prescribe a minimum amount that can be switched When a switch is made, the Trustee or the Manager may deduct or require to be deducted from any benefit or other amount paid or be applied in respect of the relevant Unit holder any tax payable or anticipated to become payable in respect of that Unit holder. See Section 20, Other Material Matters, for further details on tax The Manager may suspend giving effect to switches between Funds if it would be materially prejudicial to the interests of Unit holders or is impracticable, due to the occurrence or existence of any circumstance or event relating to the Trust or generally. See paragraphs and for more information. Transfer of units 33

37 6.50 Unit holders may transfer any units held in the Trust to any other person No transfer may be made of less than a minimum value of Units of $1,000, or such other amount determined by the Manager from time to time, or may result in any Unit holder holding less units attributable to a Fund than that minimum in that Fund Units may also be transmitted to the Unit holder s personal representatives on death, mental incapacity or bankruptcy On a transfer of units, a deduction to reflect the appropriate level of PIE tax attributable to the units being transferred is made at the rate applicable to the transferring Unit holder, as calculated under the PIE tax legislation. See Section 20, Other Material Matters, for further details on tax The Manager may suspend giving effect to the registration of transfers. See paragraph 6.78 for more information. Minimum Fund balance 6.55 As at 1 December 2015, the Manager s policy is that a Unit holder must maintain a minimum investment of $1,000 per Fund that the Unit holder invests in, unless the Manager determines otherwise. If the minimum holding is not met the Manager may realise the Unit holder s investment in that Fund and pay proceeds to the Unit holder. Valuation of units 6.56 The Unit Value for a unit in the Trust relating to a Fund is calculated by the Manager by deducting from the aggregate of: (a) (b) the cash held by the Trust attributable to that Fund; the market value of all of the other investments of the Trust (including for the avoidance of doubt accrued income of the Trust Fund on the Valuation Date) held by the Trust attributable to that Fund; and (c ) the value of any other assets of the Trust attributable to that Fund, such value being fixed by the Manager having regard to generally accepted accounting principles; the aggregate of: (d) (e) the liabilities of the Trust (as defined in the Trust Deed) attributable to that Fund; and all costs, charges and other outgoings due or chargeable against income of the Trust accrued to that date, attributable to that Fund or otherwise arising in connection with the Fund which for the time being have not been paid (including an appropriate proportion of any such costs, charges or outgoings which relate to a period in which the valuation day falls but which have not yet fallen due for payment) and dividing the result by the number of units issued in the Trust that relate to that Fund The liabilities attributable to any Fund do not include the PIE tax liabilities of Unit holders invested in that Fund. 34

38 6.58 The issue price (also known as the buy price) for a unit is the Unit Value plus a notional amount (buy margin) that is deemed to apply in respect of transaction costs associated with buying assets, as determined by the Manager from time to time. The withdrawal value (also known as the sell price) for a unit is the Unit Value less a notional amount (sell margin) that is deemed to apply in respect of transaction costs associated with selling assets, as determined by the Manager from time to time. As at 1 December 2015 the buy/sell margin for each Fund is zero, instead any transaction costs are deducted from the Fund s assets. This may change in the future without notice Unit Values, issue prices and withdrawal values determined by the Manager are, in the absence of manifest error, final and binding on all Unit holders and any other persons claiming a beneficial interest in the Trust Fund. Management of the Trust 6.60 The Manager is responsible for the management and administration of the Trust. The Manager will use its best endeavours to ensure that the activities of the Trust and each Fund are carried on in a proper and efficient manner The Manager s powers include: a) Exercise of all voting powers attached to the investments of the Trust; b) The power to direct the Trustee to borrow money from any person and grant securities for that borrowing. Total borrowings may not exceed 20% of the value of Investments, and the aggregate of borrowings in respect of any Fund may not exceed 50% of the value of the Trust attributable to that Fund. It is not the Manager s current policy to borrow, except on a short-term basis to meet redemptions. Except on a short term basis to meet redemptions, there are no borrowings as at 1 December 2015; c) Investing the assets of the Trust (by way of directions to the Trustee). The Trustee is not obliged to follow any direction that is contrary to the provisions of the Trust Deed, or that would result in a breach by the Trustee of any of the obligations or duties imposed on the Trustee by law, or would be manifestly not in the interests of Unit holders of the Trust generally or those of a particular Fund generally. Removal and replacement of Trustee and Manager 6.62 The Trustee may be removed by the High Court as provided in the Unit Trusts Act 1960, or by an extraordinary resolution of all Unit holders of the Trust. The Trustee may retire upon giving 90 days notice in writing if a) all functions and duties of the position have been fulfilled; b) the Manager has appointed another person who holds a licence under the Financial Markets Supervisors Act 2011 that covers the unit trust to the position, and the new trustee has accepted the appointment; or c) the High Court consents. 35

39 6.63 A replacement trustee will be appointed by the Manager, subject to obtaining the approval of the High Court (unless the Trustee was removed under Part 2 of the Financial Markets Supervisors Act 2011). If the Manager fails to do so, a new trustee may be appointed by an extraordinary resolution of Unit holders The Manager may be removed by the High Court as provided for in the Unit Trusts Act 1960, may be removed by the Trustee if it certifies it is in the best interest of Unit holders to do so, may be removed by an extraordinary resolution of Unit holders, or may retire as Manager, upon giving 90 days written notice The Manager is automatically removed upon its winding up, receivership or statutory management. The Trustee may appoint a temporary Manager and shall appoint a replacement Manager If a replacement Manager has not been appointed in 60 days after the vacancy occurs the Trustee shall call an extraordinary meeting of Unit holders to appoint a replacement Manager. The outgoing Manager is released from the date the replacement Manager becomes bound by the Trust Deed. Trustee and Manager indemnities 6.67 The Trustee and Manager in incurring obligations on behalf of the Trust are acting on behalf of the Unit holders and not in their personal capacity and shall not have any personal liability The Trustee and Manager are indemnified out of the assets of the Trust for any liability they incur, other than liabilities arising as a result of wilful default or wilful breach of Trust Neither the Trustee nor the Manager shall be liable for losses arising from the actions of the other. The Trustee and Manager are entitled to rely upon professional advice without incurring liability, and the Trustee may rely upon certificates given by the Manager. Costs and Expenses 6.70 The costs and expenses of the Trust attributable to each Fund may include: (a) (b) a Management Fee, which as at 1 December 2015 consists of the annual management fee and administration fee, and is calculated and accrued daily in respect of the services the Manager of the Trust provides to the Trust. This fee may not exceed 5% per annum of the value of any Fund (with the maximum fee that can be paid to the Manager determined after making such allowance for tax as is required under the Trust Deed) as determined by the Manager from time to time. As at 1 December 2015, the Manager charges Goods and Services Tax ( GST ) at the rate of 15% on 10% of the annual management fees charged although Inland Revenue is reviewing the portion of the management fees of unit trusts to be charged with GST and this may change in the future without notice. An amount equal to (but not more than) the amount of that GST will be payable to the Manager in addition to the fee stated; a Trustee Fee (calculated and accrued daily) not exceeding 0.5% plus GST per annum of the fund value as agreed with the Manager from time to time. As at 1 December 36

40 (c) (d) 2015, part of the annual management fee is applied towards meeting the Trustee Fee (including GST). reimbursement to the Trustee and Manager of all expenses, costs or liabilities incurred by them in the course of acting as Trustee or Manager, and the reasonable expenses of the Trustee in respect of work of an unusual or onerous nature outside of that contemplated by the Trust Deed in relation to the relevant Fund. The Trustee and the Manager may seek reimbursement of any GST payable in relation to these expenses; auditor s fees. Variation of the Trust Deed 6.71 The Trust Deed may be varied by the Trustee and the Manager if: (a) the amendment is made to correct a manifest error, is of a formal, technical or administrative nature, or is made as a consequence of a change in the law; or (b) in the opinion of the Manager, it is necessary or desirable for the more convenient economical or advantageous working, management or administration of the Trust or any Fund or for safeguarding or enhancing the interests of the Trust or any Fund or the Unit holders holding units relating to a Fund or Funds generally, and in the opinion of the Trustee, is not likely to become prejudicial to the interests of Unit holders in general, or if the variation relates to a particular Fund or Funds only, is not likely to become prejudicial to the interests of Unit holders holding units relating to that Fund or those Funds in general; or (c) the amendment is approved by an extraordinary resolution of the Unit holders of the Trust or if the variation relates to a particular Fund or Funds only, then the same is approved by extraordinary resolution of Unit holders holding units relating to that Fund or those Fund only; or (d) the Trustee and the Manager reasonably believe that the variation will not materially adversely affect the rights of Unit holders in general, or if the variation relates only to a particular Fund or Funds, will not materially adversely affect the rights of Unit holders generally holding units relating to that Fund or those Funds Where any amendment has been made to the Trust Deed the Manager will notify all Unit holders or the affected Unit holders within such timeframe (if any) as may be prescribed by law from time to time Clauses with the following effect are deemed to be included in the Trust Deed: (a) (b) The Trustee must exercise reasonable diligence to ascertain whether or not any breach of the terms of the Trust Deed or of the terms of the offer of interests in the Trust has occurred; and The Trustee must do all things that it is empowered to do to cause any breach of the terms referred to in sub-paragraph (a) to be remedied (except if it is satisfied that the breach will not materially prejudice the interests of Unit holders). 37

41 Variation to Funds 6.74 Unless the Trustee determines that to do so would materially prejudice the interests of certain Unit holders generally (being holders of Units relating to the affected Fund or Funds) the Manager may (subject to limitations imposed by the Trust Deed, disclosure material for the Trust, and applicable law) by notice in writing to the Trustee vary all or any of the terms of any Fund prescribed by the Manager under the Trust Deed, if: (a) (b) (c) the Trustee and the Manager agree that the variation is not material; or the change is to affect only units issued after the effective date of the change and the terms embodying the change are reflected with reasonable prominence in any disclosure material relating to those units and the Trustee is satisfied that Unit holders will not be adversely affected by any confusion arising from the difference between fund terms affecting existing and new units; or the proposed change is notified to Unit holders relating to the Fund more than two months before the change occurs (whether or not it is to take effect before or after the date of the change); and either (i) (ii) Unit holders holding not less than 10% of the units on issue that relate to that Fund (other than those held by the Manager or any Related Person of the Manager): a. having been invited to do so in the notice do not give notice of intention to call a meeting of Unit holders regarding the proposed change within thirty days of the date of the sending of the notice; or b. do not at any such meeting reject by extraordinary resolution the proposed change; or Unit holders who oppose the proposed change are offered an opportunity to sell or redeem all their units at the then current withdrawal value before the change takes effect. Termination or merger of Funds 6.75 Unless the Trustee determines that to do so would materially prejudice the interests of certain Unit holders generally (being Unit holders relating to the affected Fund or Funds) the Manager may (subject to limitations imposed by the Trust Deed, disclosure material for the Trust, and applicable law) terminate and merge any one or more Funds with any other Fund where the Manager considers that doing so would be beneficial for the more convenient, economical or advantageous working, management or administration of the Trust and would not materially prejudice the interests of Unit holders generally, with the terms of the affected Funds varied accordingly. Deferral of withdrawals, transfers and switching 6.76 If as a result of a decision to terminate one or more Funds, or because of the suspension of trading on any exchange, political, financial or economic conditions, the nature of any investment or any other circumstance or event relating to the Trust or generally the Manager in good faith forms the opinion that units in the Trust attributable to a Fund cannot be 38

42 redeemed because it would be materially prejudicial to the interests of Unit holders generally or would not be practicable, and the Manager believes that the units cannot be purchased, then withdrawals and switches (in and out) of units relating to that Fund may be suspended A suspension may last up to 90 days and may be extended with the consent of the Trustee. There is no limit upon the period by which the suspension may be extended with the consent of the Trustee. Without limitation, such an extension of a suspension may be required where the manager of an underlying investment fund into which the Fund invests has exercised its powers to suspend or defer withdrawals from those underlying Funds for a period of more than 90 days 6.78 The Manager may, at any time, determine to suspend the registration of transfers to any other person. Without limitation, this may be due to delays in administering Unit holder registers. Any transfer suspension may not exceed a period of thirty (30) business days in any calendar year without the approval of the Trustee. Winding up a Fund 6.79 The Manager may determine to wind up any Fund if notice of that intention has been given to the Unit holders holdings units relating to that Fund and: (a) (b) less than 10% of such Unit holders give notice that they disapprove of the winding up; or 10% or more of such Unit holders give notice that they disapprove of the winding up but the winding up is approved by an extraordinary resolution of Unit holders holding units relating to that Fund, at a meeting duly called by the Manager. Winding up the Trust 6.80 The Manager may determine to wind up the Trust if notice of that intention has been given to the Unit holders of the Trust and if: (a) (b) the holders of less than 10% of the units of the Trust give notice that they disapprove of the winding up; or the holders of 10% or more of the units of the Trust give notice that they disapprove of the winding up but the winding up is approved by an extraordinary resolution of Unit holders of the Trust at a meeting duly called by the Manager The Trust must be wound up upon the extraordinary resolution of the Unit holders of the Trust or upon the expiration of 80 years from its creation or as otherwise required by law Upon the winding up of the Trust or any Fund each Unit holder, or each Unit holder holding units relating to the relevant Fund (as the case may be) will be given notice and from that date no further withdrawal notices or applications for units will be accepted. The assets of the Trust or the relevant Fund are then realised, and after payment of all liabilities the proceeds distributed to the Unit holders or to the Unit holders holding units relating to the relevant Fund (as the case may be) as at the date of the notice given to them of the winding up. 39

43 6.83 Under an amendment to the Trust Deed which was signed on 16 June 2016 and will take effect at 5pm on 19 August 2016, upon the winding up of the Trust or any Fund the Manager may give unitholders the choice of receiving wind-up entitlements in cash or in the form of units in a different Fund (on the wind-up of any Fund) or a fund or funds within a different AMP managed investment scheme (on the wind-up of the Trust) (in this context either alternative being an AMP Fund ). If the Manager believes it is in the best interests of unitholders, the Manager may determine that the receipt of units in an AMP Fund is the default option. In this case if a unitholder does not elect a cash payment, that unitholder will receive their wind-up entitlement as units in the AMP Fund. The AMP Fund offered as a default option would need to have similar investment objectives and withdrawal terms to and not normally have higher overall fees than the original Fund. The assets of the winding up Trust or the relevant Fund would then be realised, and after payment of all liabilities the proceeds either distributed to the unitholders that have elected to receive a cash payment (or to all unitholders, where units in another AMP Fund were not offered) or applied to acquire units in the other AMP Fund to be distributed to the unitholders that have elected to receive units in that other AMP Fund or where applicable, have not made an election. Meetings of Unit holders Meetings of Unit holders of the Trust or of units relating to a particular Fund shall be held upon request of the Trustee, on request of the Manager, or on request of one tenth of the number of Unit holders or persons holding one tenth of the units of the Trust or of the Trust attributable to the relevant Fund Meetings are held in accordance with the procedural provisions set out in the Schedule of the Trust Deed. Unit holders receive at least 14 days prior notice of each meeting. A quorum of persons holding 10% of the units in the Trust or in the Trust attributable to the relevant Fund, as the case may be, is required before business can be transacted Each Unit holder is entitled to one vote for each unit held and may appoint a proxy or attorney to vote on the Unit holder s behalf. Ordinary resolutions are passed by a majority, extraordinary resolutions are passed by a majority of 75% of the votes cast and special resolutions are passed by a majority of 75% of the votes cast, being the votes of Unit holders holding at least 25% of the units of the Trust or of the Trust attributable to the relevant Fund. Unit holders entitlements to receive and view documents Each Unit holder is entitled to: (a) (b) depending on the Manager s election, either receive a notice stating where and how to obtain a copy of the annual financial statements, auditors report, and a summary of any trust deed amendments made during the last year for the Trust or receive a copy of these documents; on request at any reasonable time inspect a copy of the Trust Deed and the register or registers of the Trust and upon payment of a reasonable fee prescribed by the Trustee, obtain a copy of the Trust Deed. 40

44 7 UNIT HOLDER LIABILITY Tax 7.1 Each Unit holder indemnifies the Trustee and Manager in respect of any Taxation Amount paid or payable by the Manager or the Trustee in respect of that Unit holder. See section 20 for more details on tax (including a definition of Taxation Amount ). 7.2 The Trustee or the Manager may deduct or require to be deducted from any benefit or other amount paid or to be applied in respect of the relevant Unit holder any Taxation Amount payable or anticipated to become payable in respect of that Unit holder. Limitation of Unit holder liability 7.3 Subject to the indemnity described under paragraph 7.1 above, under the terms of the Trust Deed: no Unit holder is liable to indemnify the Trustee or the Manager in respect of any debt or liability (including contingent liabilities) of the Trust; except in certain circumstances relating to tax paid or payable by the Manager or the Trustee in respect of that Unit holder and expenditure passed up to the Trust by that Unit holder, neither the Trustee nor Manager can act as agent for a Unit holder, incur liabilities on their behalf or pledge their credit; and no other liabilities (or contingent liabilities) may be incurred by Unit holders in relation to the Trust (other than in respect of the purchase price of Units). 41

45 8 SUMMARY FINANCIAL STATEMENTS 8.1 The summary financial statements being reported on are for the AMP Personal Unit Trust (the Trust) and cover the twelve month periods ended 31 March 2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March The Trust is a unit trust comprising various portfolios (referred to as Funds throughout this document). Notwithstanding the division of the Trust into Portfolios, the Trust comprises a single trust fund with the value of the Unit Holders' interests in the Trust determined by reference to the value of the units they hold in the Funds. 8.3 The Trust was established and is domiciled in New Zealand, with the Trust's Unit Holders primarily located within New Zealand. The summary financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand dollars ($000). 8.4 The Trust is not a qualifying entity applying differential reporting concessions. 8.5 The summary financial statements have been correctly extracted from the full financial statements and comply with FRS-43 Summary Financial Statements (FRS-43), subject to the exemptions in clause 8(4) of Schedule 4 of the Securities Regulations 2009, whereby the summary financial statements are not required to include: a) a comparison of, and explanations for major variances between, prospective and historical financial statements; b) information about events occurring after the balance date of a period; or c) comparative information for any period before the earliest period presented in the summary financial statements. In all other respects, the summary financial statements comply with FRS Ernst & Young's unqualified opinion in relation to the summary financial statements is included in this report. 8.7 The summary financial statements do not include all disclosures provided in the audited full financial statements and thus cannot be expected to provide as complete an understanding as provided by the audited full financial statements. 8.8 The full financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice, incorporating New Zealand equivalents to International Financial Reporting Standards, as appropriate for profit-oriented entities for the years ended 31 March 2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March These full financial statements comply with International Financial Reporting Standards (IFRS). The Trust has made an explicit and unreserved statement of compliance with IFRS in its full financial statements. 8.9 The full financial statements were authorised for issue by AMP Services (NZ) Limited (as the manager of the Trust at the relevant time) on the following dates and unmodified audit opinions with no fundamental uncertainties or explanatory paragraphs were given by Ernst & Young: a) 31 March 2011: 17 August

46 b) 31 March 2012: 17 August 2012 c) 31 March 2013: 28 June 2013 d) 31 March 2014: 4 July 2014 e) 31 March 2015: 1 July A copy of the audited full financial statements is available, free of charge, from AMP Services (NZ) Limited Customer Services Centre, PO Box 55, AMP Centre, 29 Customs Street West, Auckland. 43

47 AMP PERSONAL UNIT TRUST SUMMARY STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 MARCH $000's $000's $000's $000's $000's INCOME Dividend and distribution income 1, ,256 2,168 2,741 Interest income Net gains on financial instruments at fair value through profit or loss 12,054 7,196 11,005 2,690 5,741 TOTAL INCOME 13,963 8,223 12,540 5,209 8,830 EXPENSES Audit fees Other assurance services provided by the auditor Management fees 1,540 1,457 1,428 1,522 1,624 Other expenses TOTAL EXPENSES 1,688 1,567 1,542 1,667 1,753 NET PROFIT BEFORE TAX 12,275 6,656 10,998 3,542 7,077 Tax expense NET PROFIT AFTER TAX 12,275 6,656 10,998 3,542 7,077 TOTAL COMPREHENSIVE INCOME FOR THE YEAR AFTER TAX 12,275 6,656 10,998 3,542 7,077 44

48 AMP PERSONAL UNIT TRUST SUMMARY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH $000's $000's $000's $000's $000's ASSETS Cash and cash equivalents 3,235 2,959 1,233 2, Financial assets at fair value through profit or loss 124, , , , ,958 Receivables ,253 1, TOTAL ASSETS 129, , , , ,238 LIABILITIES Financial liabilities at fair value through profit or loss Payables 1,054 1,034 1,296 1, TOTAL LIABILITIES 1,054 1,102 1,296 1,637 1,289 NET ASSETS ATTRIBUTABLE TO UNIT HOLDERS 128, , , , ,949 UNIT HOLDERS' FUNDS 128, , , , ,949 45

49 AMP PERSONAL UNIT TRUST SUMMARY STATEMENT OF MOVEMENTS IN UNIT HOLDERS' FUNDS FOR THE YEARS ENDED 31 MARCH $000's $000's $000's $000's $000's UNIT HOLDERS' FUNDS AT THE BEGINNING OF THE YEAR 118, , , , ,238 Total comprehensive income for the year 12,275 6,656 10,998 3,542 7,077 Contributions from Unit Holders 13,200 14,311 13,795 14,958 22,780 Redemptions by Unit Holders (16,194) (23,369) (29,709) (29,296) (43,146) UNIT HOLDERS' FUNDS AT THE END OF THE YEAR 128, , , , ,949 46

50 AMP PERSONAL UNIT TRUST SUMMARY STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31 MARCH $000's $000's $000's $000's $000's NET CASH INFLOW FROM OPERATING ACTIVITIES 3,182 10,899 14,939 15,908 18,538 NET CASH FLOW FROM INVESTING ACTIVITIES NET CASH OUTFLOW FROM FINANCING ACTIVITIES (2,906) (9,173) (15,971) (14,255) (20,366) 47

51 9 MINIMUM SUBSCRIPTION 9.1 The minimum amount that must be raised in respect of the Trust to provide for the matters set out in Clause 9 of Schedule 4 of the Securities Regulations 2009 is nil. 10 GUARANTORS 10.1 No person guarantees payment of any monies payable from the Trust. 11 ACQUISITION OF BUSINESS OR EQUITY SECURITIES 11.1 No business or equity securities of the kind to which clause 11 of Schedule 4 of the Securities Regulations 2009 applies have been acquired for the Trust in the two years preceding the Registration Date. 12 OPTIONS AND UNITS PAID UP OTHERWISE THAN IN CASH 12.1 No option to subscribe for units has been or is to be issued. No units have been paid up otherwise than in cash. 13 INTERESTED PERSONS 13.1 This part (part 13) of the Prospectus covers the following: Interested Persons Paragraph Trustee fee 13.2 Manager fee 13.6 Expense reimbursement Expenses related to investment management Other interests Directors and employees may hold units Trustee fee 13.2 The Trustee is responsible for carrying out the Trustee s functions as specified in the Trust Deed. The Trustee is entitled to a fee for undertaking those functions As at 1 December 2015, the Trustee fee is up to 0.1% p.a. plus GST of the Trust Fund. The Manager currently pays the Trustee fee. 48

52 13.4 The maximum Trustee fee is 0.5% per annum, plus GST, if any, of the relevant fund value. The fee may be increased up to that maximum by agreement between the Trustee and the Manager. The fee may only be increased above 0.5% (plus GST, if any) per annum of the relevant fund value by amendment to the Trust Deed in the manner set out in paragraph 6.71 of this Prospectus. There is no limit on the amount to which the fee may be increased in this manner The Trustee may provide trustee services to some of the underlying funds into which some of the Funds invest and may receive additional fees for those services. The additional fees which the Trustee receives for providing services with respect to underlying funds, as outlined above, are reflected in the relevant underlying fund s unit price and are not rebated to the Trust. Manager fee 13.6 The Manager is responsible for the management of the Trust as specified in the Trust Deed and paragraph 6.60 of this Prospectus The Manager is entitled in respect of each Fund to a fee for undertaking the Manager s services specified in the Trust Deed, not exceeding 5% (plus GST, if any) per annum of the fund value as determined by the Manager from time to time in respect of each Fund (with the maximum fee that can be paid to the Manager determined after making such allowance for tax as is required under the Trust Deed) As at 1 December 2015, the Manager fee (or Management Fee) consists of the annual management fee and administration fee. As at 1 December 2015, the Manager charges GST at the rate of 15% on 10% of the annual management fees charged. Inland Revenue is reviewing the portion of the management fees of unit trusts to be charged with GST and this may change in the future without notice. An amount equal to the amount of that GST will be payable to the Manager in addition to the fee stated. Part of the annual management fee is applied towards satisfaction of the Trustee fee, which is paid to the Trustee in its capacity as trustee of the Trust As at 1 December 2015 the Manager charges the following fees for each Fund: Fund Annual Management Fee Administration Fee Diversified Funds Select Income Fund Select Conservative Fund Dynamic Markets Conservative Fund Select Balanced Fund 1.20% p.a. 1.55% p.a. 1.55% p.a. 1.60% p.a. included in Annual Management Fee included in Annual Management Fee included in Annual Management Fee included in Annual Management Fee 49

53 Fund Dynamic Markets Balanced Fund Select Growth Fund Dynamic Markets Growth Fund Annual Management Fee 1.60% p.a. 1.65% p.a. 1.65% p.a. Administration Fee included in Annual Management Fee included in Annual Management Fee included in Annual Management Fee Single Sector Funds Select Cash Fund 0.65% p.a. included in Annual Management Fee OnePath NZ Cash Fund 0.45% p.a. 0.20% p.a. AMPCI NZ Fixed Interest Fund 0.60% p.a. 0.20% p.a. AMPCI NZ Fixed Interest Index Fund 0.55% p.a. 0.20% p.a. OnePath NZ Fixed Interest Fund 0.85% p.a. 0.20% p.a. State Street Global Fixed Interest Index Fund 0.50% p.a. 0.20% p.a. PIMCO Global Fixed Interest Fund 0.95% p.a. 0.20% p.a. Blackrock Global Fixed Interest Fund 1.00% p.a. 0.20% p.a. AMPCI NZ Shares Index Fund 0.55% p.a. 0.40% p.a. AMPCI NZ Shares Fund 0.85% p.a. 0.40% p.a. OnePath NZ Shares Fund 1.05% p.a. 0.40% p.a. State Street Global Shares Index Fund 0.50% p.a. 0.40% p.a. State Street Global Shares Index Hedged Fund 0.50% p.a. 0.40% p.a. FD International Share Fund 1 Value Fund 0.90% p.a. 0.40% p.a. FD International Share Fund 3 Growth Fund 0.90% p.a. 0.40% p.a The Manager is entitled to alter its fee in respect of any Fund, to a fee not exceeding 5% (plus GST) per annum of the relevant fund value as determined by the Manager from time to time 50

54 in respect of each Fund, after (in the case of an increase) giving at least one month s prior notice to all Unit holders holding units relating to that Fund The fee may only be increased above 5% (plus GST) per annum of the relevant fund value, by amendment to the Trust Deed in the manner set out in paragraph 6.71 of this Prospectus There is no limit on the amount to which the fee may be increased in this manner. Investors should contact AMP or their adviser for confirmation of the current fee for any Fund The custodian s fee and investment management fees payable to the fund managers of the underlying funds in which assets of the Funds are invested are met from the annual management fees However, those underlying fund managers will incur and may charge for or recover fees and expenses (including trustee fees, custodian fees, transaction costs, performance fees, accounting fees and audit costs, administration and other expenses reasonably incurred) and taxes. These expenses will be reflected in the underlying fund s unit price. Expense reimbursement The Manager and the Trustee are entitled to reimbursement of expenses incurred in respect of the Trust Fund as set out in paragraph These expenses may include fees charged to the Manager by third parties (including, amongst other things, certain costs of running the Trust, such as the costs of administering Unit holder registers, accounting, audit requirements and regulatory compliance costs, and the payment of custodian fees and expenses) The Manager has delegated the administration functions of the Trust to AMP Services as an administration manager for the Trust, and AMP Services charges costs for those services. AMP Services is a related company of the Manager. The Manager will pay out of the Manager s fee the administration manager s costs that relate to the functions that are covered by the Manager s fee. Costs charged by the administration manager to the Manager that relate to functions that are not covered by the Manager s fee will be recovered by the Manager out of the Trust as an expense of the Trust There is no limit upon the amount of these expenses. Any costs and expenses charged to a Fund will be reflected in the unit price of the Fund concerned and therefore will affect the relevant Fund s return. These costs and expenses are reported in the Trust s annual financial statements that are available at amp.co.nz. Expenses related to investment management AMP Capital, an associated person of the Manager and AMP Services, provides investment management services to the Manager in relation to the Trust. AMP Capital does not recover any part of its remuneration for its services from the Trust Fund as this is paid by the Manager (see paragraph above). Other interests A number of the Funds invest in underlying funds developed by AMP Investment Management (N.Z.) Limited (a wholly owned subsidiary of AMP Capital) and managed by AMP 51

55 Capital or a related company of AMP Capital, the Manager, and AMP Services, comprising various wholesale and retail unit trusts There have been periods in the two years preceding the date of delivery of this Prospectus for registration, and at the date of delivery of this Prospectus for registration, in which more than 10% of the Trust's assets have been invested in such funds. Directors and employees may hold units The directors and employees of AMP Services, the Manager, and the Trustee may from time to time hold units in the Trust. 14 MATERIAL CONTRACTS 14.1 On 31 July 2014 AMP Services and AMP Capital entered into an amendment to the Partnership Agreement dated 24 November 2011, as subsequently amended. The Manager became a party to the Partnership Agreement on 22 September 2015 (see paragraph 14.2(d)). The Partnership Agreement governs the investment management decisions made in respect of certain AMP group products, including the Trust. As at 1 December 2015, under the Partnership Agreement, AMP Capital provides advice and recommendations to the Manager about matters concerning the investment management of the Trust and the underlying wholesale unit trusts into which the Trust invests, including whether or not to add or remove an underlying fund manager and asset allocation decisions. The amendment updated the schedule of retail products that are permitted to invest in the portfolios covered by the Partnership Agreement The following material contracts were entered into in respect of the change of manager described in paragraph 6.12: a) The Manager, AMP Services, and the Trustee entered into a deed of retirement and appointment of manager dated 1 December 2015 under which AMP Services retired, and the Manager was appointed, as manager of the Trust. b) Immediately following the change of manager, the existing trust deed was amended and consolidated into the Trust Deed on 1 December 2015 by the Manager and the Trustee to reflect the change of manager and legislative and other developments since the trust deed was last amended. c) The Manager and AMP Services entered into a management services agreement dated 22 September That agreement sets out the key terms on which AMP Services provides various administration services, including unit pricing and registry services, in respect of the Trust and other managed funds that the Manager is the issuer of. The provisions of that agreement, as they apply to the Trust, took effect on 1 December d) The Manager, AMP Services, and AMP Capital entered into a novation dated 22 September 2015 of the Partnership Agreement under which the Manager became a party to the Partnership Agreement. The provisions of the novation that relate to the Trust took effect on 1 December

56 14.3 There have been no other material contracts (not being contracts entered into in the ordinary course of business) entered into in the two years preceding the Registration Date and 1 December PENDING PROCEEDINGS 15.1 There are no legal proceedings or arbitrations pending in respect of the Trust at the date of delivery for registration of this Prospectus. 16 ISSUE EXPENSES 16.1 The estimated amount of expenses of this issue (including legal, accounting, audit and printing expenses) that are payable by the Manager is $19,450 (before GST, if applicable) No issue expenses in the form of commissions are paid. 17 OTHER TERMS OF OFFER AND UNITS 17.1 All other terms of the offer of the Trust (other than terms implied by law) are set out in the Trust Deed, a copy of which is registered with the Registrar of Financial Service Providers and is available for public inspection as specified in Section 19 of this Prospectus. 18 FINANCIAL STATEMENTS AND AUDITOR S REPORT 18.1 A copy of the full financial statements for the Trust for the year ended 31 March 2015 that comply with the Financial Reporting Act 1993 were registered on 4 August The full financial statements were authorised for issue on 1 July The auditor's report in respect of those statements is dated 1 July 2015, and is not qualified in any respect and does not indicate any fundamental uncertainty The auditor's report required by Schedule 4 to the Securities Regulations 2009 is attached. 19 PLACES OF INSPECTION OF DOCUMENTS 19.1 The Trust Deed and amendments may be inspected at no cost at the offices of the Trustee and the Manager as follows during normal business hours: The New Zealand Guardian AMP Wealth Management Trust Company Limited New Zealand Limited Level 2 Level 21 AMP Centre Customhouse Quay 29 Customs Street West Wellington 6011 Auckland Any material contract(s) (referred to in Section 14 above) and the latest financial statements and annual report (if any) may be inspected at no cost at the office of the Manager as detailed 53

57 above during normal business hours. Copies of any such material contract may be obtained from the Manager upon payment of a reasonable fee Copies of any material contracts and the latest financial statements may be viewed on the Companies Office website at 20 OTHER MATERIAL MATTERS 20.1 This part (part 20) of the Prospectus covers the following: Other material matters Paragraph Tax 20.2 Risks Law changes Tax 20.2 Neither the Trustee nor the Manager accepts any responsibility for the taxation implications of Unit holders investing in the Trust. Tax legislation, its interpretation and the rates and bases of taxation are subject to change, and the application of tax laws depends on a Unit holder s individual circumstances. Unit holders are advised to consult their own professional tax advisers as to the tax consequences of investing in the Trust or any Fund The following is a general statement describing the Manager s understanding of New Zealand tax legislation as it affects the Trust and New Zealand-resident Unit holders as at 1 December Non-resident Unit holders should seek their own tax advice in applicable jurisdictions, including as to the tax treatment in those jurisdictions of payments or transfers to or from the Trust. Tax rules applying to the Trust 20.4 The Portfolio Investment Entity ( PIE ) tax rules came into effect on 1 October 2007 and the Trust elected into these rules from that date The PIE tax rules in the Income Tax Act determine the tax treatment of all income and expenses of the Trust. Generally, assets are taxed as described below. The Trust may be directly or indirectly invested in some or all of these: Asset Tax on capital gains/losses Tax on dividends and interest Fair Dividend Rate method New Zealand shares No Yes No Australian shares No Yes No Global shares No No Yes Cash, fixed interest, Yes Yes No 54

58 currency hedges* and other financial instruments Australian shares must be listed on an approved Australian Securities Exchange (ASX) index and meet certain other technical criteria. Global shares The Fair Dividend Rate (FDR) method calculates taxable income at 5% of the average daily opening market value of global share investments for the relevant tax year. * The FDR method is also applied to some currency hedges The PIE tax rules provide that all taxable income, deductible expenses and tax credits related to the Trust s investments must be attributed to Unit holders in proportion to their daily unit holdings in each Fund, with tax payable at each Unit holder s PIE tax rate PIE funds have restrictions on the percentage of units that any one investor and associated parties can hold in a PIE. The Manager has the power to refuse to accept, or may reject contributions if accepting such amounts would result in a breach of those PIE requirements. The Manager also has the ability to compulsorily withdraw a Unit holder's units and pay the proceeds to that Unit holder's nominated bank account to ensure the PIE requirements are met. Calculation of tax by the Trust under PIE legislation 20.8 The amount of tax payable by the Trust to Inland Revenue is the total of the tax liability of all Unit holders collectively Tax is calculated for each Unit holder, for each Fund, in each tax return period. Tax may be collected any time a Unit holder makes a withdrawal, transfers between accounts or switches between Funds. Where a Unit holder needs to pay tax in relation to a Fund, the tax will be collected by cancelling units, which the Unit holder holds in the Fund. The sell price will be used when cancelling units to pay PIE tax. The cancellation of any necessary units to meet the Unit holder s PIE tax liability per the calculation will be done at the end of the tax return period, or at the time of the switch, transfer, or withdrawal Where more New Zealand tax credits are attributed to a Unit holder with a 10.5%, 17.5% and 28% PIE tax rate than are required to meet the Unit holder s tax liability in a tax return period, or where a taxable loss is attributed to a Unit holder in a tax return period, the Trust will claim a rebate of tax from Inland Revenue on the Unit holder s behalf Where the Unit holder is owed a tax rebate in relation to a Fund, the rebate will be passed through to the Unit holder by issuing units in the Fund to the Unit holder (or paying it out to the Unit holder s bank account if the Unit holder has made a full withdrawal). The Manager also reserves the right to pay out tax rebates to the Unit holder s bank account rather than issuing units, where the Fund s Unit Value has been suspended, or where the Fund is in the process of being wound up The Trust s tax return period is generally 1 April to 31 March. On occasion the tax return period may differ, for example in response to changes in PIE tax rates. PIE Tax Rates 55

59 20.13 PIE tax rates (known as Prescribed Investor Rates or PIRs or Notified Investor Rates) are prescribed by the Income Tax Act 2007 and, for individuals, are based on each Unit holder s taxable income and attributed PIE income in the two tax years preceding the current tax year. The table below sets out the relevant eligibility criteria. PIE tax rate Eligibility criteria (as at 1 December 2015) 10.5% NZ tax resident Unit holders who provide their IRD number and who had in either of the 2 tax years immediately before the current tax year: $14,000 or less in taxable income (excluding PIE income); and $48,000 or less in taxable income and net attributed income from PIEs (i.e. after subtracting any attributed tax losses from PIEs). Testamentary trusts 17.5% NZ tax resident Unit holders who provide their IRD number and who had in either of the 2 tax years immediately before the current tax year: $48,000 or less in taxable income (excluding PIE income); and $70,000 or less in taxable income and net attributed income from PIEs (i.e. after subtracting any attributed tax losses from PIEs). Trusts by election (other than charities). 28% NZ tax resident Unit holders who do not meet the criteria for a 10.5% or 17.5% PIE tax rate 0% Charities Default tax rate for Unit holders who do not provide their IRD number to the Manager and/or do not elect a PIE tax rate. Non-resident Unit holders Trusts by election (other than charities). Companies Default rate for Trusts that have not elected a higher rate These entities must provide their IRD number When calculating a Unit holder s PIE tax rate, taxable income includes worldwide income, including where the Unit holder was not resident in New Zealand when that income was earned. If a newly-resident Unit holder chooses not to include their worldwide income when calculating their PIE tax rate, the PIE income must be included in an income tax return. Individual Unit holders 56

60 20.15 A Unit holder is responsible for providing their PIE tax rate for a particular tax return period to the Trust. A Unit holder cannot use 10.5% or 17.5% PIE tax rate unless they also provide their correct IRD number. The Manager will remind Unit holders to check their PIE tax rates annually. A Unit holder must notify the Manager as soon as practicable if their PIE tax rate changes If a Unit holder is eligible for a lower tax rate than that notified to the Manager, Inland Revenue will not refund excess tax paid If a Unit holder notifies a lower PIE tax rate to the Manager in error, or does not advise a change to a higher PIE tax rate, the Unit holder may be required to file an income tax return on the shortfall for the relevant tax year, and tax may be payable at the Unit holders marginal tax rate plus any interest and penalties. If a tax return is required to be filed, the Unit holder will receive a tax credit for tax paid by the Trust. 0% tax rate Unit holders A company must include its PIE attributed income in its income tax return. A charity is responsible for deciding whether the PIE attributed income should be included in a tax return. A trust with a PIE tax rate other than 28% must include its PIE attributed income in its tax return and if it is distributed as beneficiary income, the beneficiary must also include it in their tax return. Non-resident Unit holders The PIE tax rate for non-resident Unit holders in the Trust is 28%. PIE tax will be withheld on withdrawals by non-resident unit holders, in the same manner as detailed above. No further taxes will be deducted from amounts payable to non-resident Unit holders. Unit holder expenses Where fees and expenses are charged against each Fund, these fees will be allocated to each Unit holder based on the Unit holder s unit holdings and are deducted in calculating a Unit holder s PIE tax liability, where the Manager considers the fees or expenses are deductible Where an administration fee is charged directly to Unit holders, the Manager will deduct this fee when calculating each Unit holder's PIE tax liability, where the Manager considers the fee is deductible. Tax on withdrawals from the Trust All withdrawals from the Trust will be treated as redemptions of units. Withdrawals made from the Trust are not subject to further tax. Tax reporting to the Trust s Unit holders The Manager will provide each Unit holder with an annual tax statement for each tax year ended 31 March. The statement will be provided by the 31 May following the end of the tax year. The statement will include all the information prescribed by Inland Revenue, including information required by 0% tax rate Unit holders for their tax returns During the tax year the Manager will have estimated a Unit holder s tax liabilities each day, and will also have estimated those liabilities at the time of any withdrawal of some but not all 57

61 of the Unit holder s balance. The tax calculation in the annual tax statement is final and may differ from those estimates. Taxation Amount Taxation Amount is defined in the Trust Deed to mean (in relation to any person): Risks a) any tax payable by or on account of that person or in respect of that person s Units including any Portfolio Investment Entity tax; b) any withholding tax or similar amounts required to be withheld or deducted by the Manager or the Trustee in respect of a Unit holder All investments carry risk. There are risks associated with the Trust that could affect a Unit holder s ability to recover the amount of their investment or impact on the level of return It is important to note that events affecting investments cannot always be foreseen. The market volatility in recent years that has impacted on global and domestic markets has affected, and may continue to affect, the investment performance of some of the Funds The following is a summary of the material risks applying to the Trust that could impact on the level of return from a Unit holder s investment or the ability to recover the full amount of their investment in the Trust. Each investment sector has risks that are typical of that sector and which will apply to particular Funds. All or any of these risks can apply to the diversified funds This is not an exhaustive summary and it is recommended that investors seek advice from a financial adviser for further information. Investment Risk Investment risk is the risk of negative or lower than expected returns from the Funds. It is also possible that the returns for a particular Fund will be insufficient to meet its expenses Generally, the level of risk is related to the potential return from the investment. Lower risk investments such as cash and fixed interest (known as income assets ) typically provide more consistent yet lower returns. Higher risk investments such as commodities, infrastructure, property and shares (known as growth assets ) have the potential to fluctuate significantly in value with a greater possibility of a negative return. However, over the long term, higher risk investments are expected to deliver greater returns than lower risk investments The main risk of a Unit holder receiving less than they invested or lower returns than expected from the Fund(s) chosen is adverse market performance. Underlying assets held by the Funds will rise and fall in value and returns will (with exceptions), from time to time be negative. Depending on the length of time that a Unit holder has invested and market movements, it is possible that a Unit holder may receive less than their initial investment on withdrawal There are different types of risk (or a combination of risks) that contribute to investment risk. The examples that follow (which may be linked, for example a political event could cause a liquidity risk) are believed to be the most important in respect of the Trust as at 1 December

62 Market Risk Market risk is the risk that the value of investments may be affected by economic and regulatory conditions (including market sentiment, inflation, interest rates and employment), political events, environmental and technological issues, natural disaster, and consumer demand in both New Zealand and overseas, which could result in the loss of capital or returns being reduced. This risk affects all the Funds. Fund of Funds Risk Fund managers have their own approaches to picking which investments to buy or sell. There will be times when market conditions result in a particular style doing better than others and times when it does not do as well. These fund managers in turn invest into a range of underlying fund managers. By having a range of fund managers, the effects of a particular manager under-performing are lessened An underlying fund manager of a Fund may close its investment fund without notice or on limited notice, and this may result in investments being held in cash pending the replacement of the underlying fund manager. Similarly, an underlying fund manager may close its investment fund to new applications, resulting in investments also being held in cash. This risk may affect all the Funds. Credit Risk Credit risk is the risk that a borrower may default on their loan or is otherwise unable to meet their financial obligations. The impact of this will be a reduction in the level of returns or the full amount of the investment not being recovered. Funds with exposure to cash and fixed interest assets will be affected by credit risk. Most affected: Select Cash, OnePath NZ Cash, Select Income, AMPCI NZ Fixed Interest, AMPCI NZ Fixed Interest Index, OnePath NZ Fixed Interest, State Street Global Fixed Interest Index, PIMCO Global Fixed Interest, Blackrock Global Fixed Interest, Select Conservative, Dynamic Markets Conservative. Least affected: Select Growth, Dynamic Markets Growth Currency Risk Currency risk is the risk that movements in currency exchange rates may affect returns from international investments. The value of investments denominated in foreign currencies may fall if the New Zealand dollar strengthens against those currencies or rise if the New Zealand dollar weakens against those currencies. This risk affects all the Funds (other than the Select Cash Fund and OnePath NZ Cash Fund). Funds may have hedging which reduces their exposure to currency risk. Funds with greater exposure to assets denominated in foreign currencies will be more affected by currency risk. Most affected: 59

63 State Street Global Shares Index, FD International Share Fund 1 - Value, FD International Share Fund 3 - Growth Least affected: Select Conservative, Dynamic Markets Conservative See the tables below paragraph 6.6 for more details. Liquidity Risk Liquidity risk is the risk that an investment cannot be sold at the desired time at fair value. This may be caused, or contributed to, by one or more of the risks disclosed elsewhere in this section. It is generally accepted that real property has the highest liquidity risk while cash investments have the least liquidity risk. This risk affects all the Funds. Most affected: Select Growth, Dynamic Markets Growth Least affected: Select Cash, OnePath NZ Cash Counterparty Risk Counterparty risk is the risk that a party to a financial contract (including an investment contract) defaults or is otherwise unable to fulfil their obligations. If this occurs the full amount of the investment may not be recovered. This risk may affect all the Funds. Derivative Risk A derivative is a financial contract the value of which depends on the current or future value of underlying assets such as shares, bonds, currency or cash. Derivatives may be used for two main purposes: as a risk management tool (particularly in managing market and currency risk) or as an alternative to investing in physical assets by providing an exposure to an underlying investment which is similar to buying or selling the assets The performance of derivatives will vary depending on movements in underlying variables, such as interest and foreign exchange rates, and the amount of the derivative relative to underlying investments A high degree of leverage is typical for trading in derivative instruments. As a result, a relatively small price movement in any underlying security of a derivative contract may result in substantial gains or losses. This risk may affect all the Funds (other than the Select Cash Fund and OnePath NZ Cash Fund). Interest Rate Risk Interest rate risk is the risk that unexpected changes in interest rates may positively or negatively affect the value of and returns from cash and fixed interest investments. Funds with exposure to cash and fixed interest assets will be affected by interest rate risks. Most affected: 60

64 AMPCI NZ Fixed Interest, AMPCI NZ Fixed Interest Index, OnePath NZ Fixed Interest, State Street Global Fixed Interest Index, PIMCO Global Fixed Interest, Blackrock Global Fixed Interest, Select Conservative, Dynamic Markets Conservative, Select Cash, OnePath NZ Cash, Select Income Least affected: Select Growth, Dynamic Markets Growth Investment Sector Risk As indicated earlier, each investment sector has risks that are typical of that sector: a) Cash The main risk with cash is that inflation will erode value. Where cash assets included in a Fund are placed on bank deposit there is also a small risk of the bank defaulting, meaning that some or all of the cash may be lost. Funds with exposure to cash assets will be affected by this risk. Most affected: Select Cash, OnePath NZ Cash, Select Income, Select Conservative, Dynamic Markets Conservative Least affected: Select Growth, Dynamic Markets Growth b) Fixed Interest For any particular fixed interest security, changes to interest rates in the market affect its value and there is the risk of the borrower not making the interest payments and/or not repaying the loan. Funds with exposure to fixed interest assets will be affected by this risk. Most affected: AMPCI NZ Fixed Interest, AMPCI NZ Fixed Interest Index, OnePath NZ Fixed Interest, State Street Global Fixed Interest Index, PIMCO Global Fixed Interest, Blackrock Global Fixed Interest, Select Income, Select Cash, OnePath NZ Cash, Select Conservative, Dynamic Markets Conservative Least affected: Select Growth, Dynamic Markets Growth c) Property There is the possibility of financial loss occurring as the result of owning any real estate investment. The value of property investments may be affected by demand, location, the quality of the property, market conditions, opinion and the market for property investments. Funds with exposure to real property assets will be affected by this risk. Most affected: Select Growth, Dynamic Markets Growth Least affected: Select Conservative, Dynamic Markets Conservative d) Shares 61

65 The value of an individual share is influenced by many factors including the performance of the relevant company, market opinion and the economic performance of the country or sector. Funds with exposure to shares will be affected by this risk. Most affected: AMPCI NZ Shares Index, AMPCI NZ Shares, OnePath NZ Shares, State Street Global Shares Index, State Street Global Shares Index Hedged, FD International Share Fund 1 - Value, FD International Share Fund 3 - Growth, Select Growth, Dynamic Markets Growth Least affected: Select Conservative, Dynamic Markets Conservative Diversification One way to look to reduce investment risks is by holding a wide range of different assets. The diversified funds are (or will normally be) each indirectly invested across the range of investment sectors and a number of underlying fund managers to provide an exposure to global fixed interest, New Zealand fixed interest, global shares and New Zealand shares and property. The single sector funds individually invest only in a single investment sector but in a range of investments within that sector Within each sector there are many different assets held, so if a particular share does not perform, or a particular borrower has difficulty making their repayments, that does not necessarily put the entire investment at risk. Other Risks The value of a Unit holder s investment, and a Unit holder s ability to withdraw, may also be affected by some or all of the following risks. These risks may affect any of the Funds: Risk of administrative failures This is the risk of a technological or other failure or event affecting a Fund, or the financial markets in general. If that occurs, it may affect returns. Service Provider Risk Service provider risk is the risk that if any of the parties involved in the operation of the Funds (including the Trustee, the Manager, AMP Services, and from time to time underlying administration or fund managers) fail to perform their obligations, it could adversely affect Unit holders of the Funds. Risk of Losing PIE Tax Status Although the Trust comprises a number of Funds, it is structured as a single PIE for tax purposes. There is a risk in respect of the Trust that if it fails to satisfy PIE eligibility criteria, and that failure is not remedied within the period permitted under the Income Tax Act 2007, the Trust may lose PIE status. A loss of PIE status may lead to the Unit holders after tax return from their investment in the Trust being reduced. The Manager has implemented processes to monitor ongoing PIE eligibility compliance within the Trust, and there are a number of powers available to proactively manage this risk. Trust Liquidity Risk 62

66 20.51 Trust liquidity risk is the risk that the Trust cannot meet payments on time and arises where there is a mismatch between the maturity profile of investments and the amounts required to meet withdrawal requests. Suspension of payments risk Subject to the requirements of the Trust Deed, as outlined in paragraphs 6.76 and 6.77, the Manager may determine at any time that to allow a withdrawal or a switch between Funds would not be practical or feasible. The Manager may then defer processing withdrawal or switch requests. Such a deferral may only exceed 90 days if the Trustee has given its prior approval. Such delays may occur, for example, following the end of an income tax period, while the Manager finalises its tax calculations for the Trust The managers and/or trustees of the underlying funds into which any Fund invests may suspend or defer giving effect to withdrawal requests in certain circumstances (and for an indefinite period of time in some cases). This may in turn restrict a Unit Holder s ability to withdraw from the Trust (or switch between Funds). For more information on suspension or deferral of withdrawals from the underlying investment funds, please contact the Manager. Insolvency risk Insolvency risk is the risk of the Trust becoming insolvent and being placed into receivership, liquidation or statutory management or being otherwise unable to meet its financial obligations. If this occurs, Unit holders may not recover the full amount of their interest in the Trust. Regulatory risk Regulatory risk is the risk that investments made through the Funds are exposed to the risk of future changes to tax, securities or other legislation that could affect the operation of the Funds or the returns available to investors. Borrowing Risk Subject to certain conditions, the Trustee must borrow if directed by the Manager to do so. As at 1 December 2015, there is no borrowing and no intention of borrowing except to provide liquidity for the repayment or redemption of any units from time to time. Where borrowing has occurred in relation to the Trust, the lender will have the right to demand payment from the Trust. Single Trust Fund Risk Despite the Trustee and Manager having established separate Funds within the Trust, the assets of the Trust comprise a single trust fund as at 1 December This means that although all liabilities incurred in relation to a Fund must be met in the first instance from the assets held for that Fund, in the unlikely event that the assets attributable to a particular Fund are insufficient to meet the liabilities attributable to that Fund, the assets of any other Fund may be called on to meet those liabilities (in such equitable manner as the Manager with the approval of the Trustee sees fit) Despite the assets of the Trust comprising one single trust fund, the Manager keeps separate records for each Fund. Law Changes 63

67 20.60 A number of aspects of the Trust described in this Prospectus reflect the terms of the Unit Trusts Act 1960, the Securities Act 1978 and the Income Tax Act 2007, as at 1 December Certain aspects of the legislation such as the tax treatment of investment income may change from time to time An example of this is the Financial Markets Conduct Act, for more detail see paragraph If legislation changes, the Manager and the Trustee will cooperate to make such amendments to the Trust Deed, and such other changes to the administration of the Trust, as they may consider necessary or desirable in light of those changes Except as set out in this Prospectus there are no other material matters relating to the Trust. 21 MANAGER S STATEMENT 21.1 After due inquiry we, the directors of the Manager, are of the opinion that: The value of the assets of the Trust relative to its liabilities (including contingent liabilities); and The ability of the Trust to pay its debts as they become due in the normal course of business, has not materially and adversely changed during the period between the date of the latest financial statements referred to in this Prospectus and the Registration Date. 22 UNIT TRUSTEE S STATEMENT 22.1 The Trustee's statement in respect of the Trust is attached. 23 TRADING SECURITIES ON SECURITIES MARKETS 23.1 The units of the Trust have not been approved for trading on a licensed market. It is not intended that the units in any Fund or in the Trust be listed on the New Zealand Stock Exchange. SIGNED by AMP SERVICES (NZ) LIMITED by each of its directors or by their agents authorised in writing as Issuer:* Gregory Paul Bird** Anthony George Regan 64

68 Thérèse Mary Singleton Simon John Hoole Elaine Jennifer Campbell * AMP Services (NZ) Limited was the manager of the Trust as at the Registration Date. As described in paragraph 6.12, with effect from 1 December 2015, AMP Wealth Management New Zealand Limited is the manager of the Trust. ** Gregory Paul Bird resigned as a director of AMP Services (NZ) Limited and AMP Wealth Management New Zealand Limited on 2 October

69

70

71

72

73 AMP PERSONAL UNIT TRUST PROSPECTUS 22 SEPTEMBER 2015 (AS AMENDED ON 1 DECEMBER 2015 AND 16 JUNE 2016) This Prospectus relates to an offer of securities by AMP Wealth Management New Zealand Limited 1

74 INDEX 1 DESCRIPTION OF UNIT TRUST MANAGERS AND PROMOTERS REGISTRAR, CUSTODIAN, AUDITORS, ADVISERS AND EXPERTS INDEPENDENCE OF UNIT TRUSTEE AND ANY CUSTODIANS UNIT TRUSTEE DESCRIPTION OF THE UNIT TRUST AND ITS DEVELOPMENT UNIT HOLDER LIABILITY SUMMARY FINANCIAL STATEMENTS MINIMUM SUBSCRIPTION GUARANTORS ACQUISITION OF BUSINESS OR EQUITY SECURITIES OPTIONS AND UNITS PAID UP OTHERWISE THAN IN CASH INTERESTED PERSONS MATERIAL CONTRACTS PENDING PROCEEDINGS ISSUE EXPENSES OTHER TERMS OF OFFER AND UNITS FINANCIAL STATEMENTS AND AUDITOR S REPORT PLACES OF INSPECTION OF DOCUMENTS OTHER MATERIAL MATTERS MANAGER S STATEMENT UNIT TRUSTEE S STATEMENT TRADING SECURITIES ON SECURITIES MARKETS

75 This Prospectus dated 22 September 2015 is for the AMP Personal Unit Trust established under the Unit Trusts Act Although a number of enactments were repealed on 1 December 2014 in connection with the commencement of the Financial Markets Conduct Act 2013, including the Unit Trusts Act 1960 and the Securities Act 1978, pursuant to transitional arrangements in respect of the Financial Markets Conduct Act, those repealed enactments will continue to apply to the AMP Personal Unit Trust until the earlier of 30 November 2016 or the date that it opts in to the Financial Markets Conduct Act. A signed copy of this Prospectus and copies of the documents required by regulation 18(1) of the Securities Regulations 2009, namely: a copy of the auditor s report on the summary financial statements prepared as at 31 March 2015; a copy of the auditor s consent for the inclusion of its report in this Prospectus; and a copy of the material contracts referred to in this Prospectus not previously filed (if any); were lodged for registration with the Registrar of Financial Service Providers on 22 September 2015 ( Registration Date ). The Prospectus was subsequently amended by an instrument to amend dated 1 December 2015 and a further instrument to amend dated 16 June IMPORTANT NOTE All legislation referred to in this Prospectus can be viewed at In accordance with clause 6 of Schedule 4 to the Financial Markets Conduct Act 2013, this Prospectus contains an offer of units to which the Securities Act 1978 applies. Accordingly, this prospectus provides the information required by the Securities Act 1978 and Schedule 4 of the Securities Regulations 2009 in respect of the AMP Personal Unit Trust. 2

76 Key Information about the AMP Personal Unit Trust The following table briefly summarises some of the key information about the AMP Personal Unit Trust ( the Trust ). You should read it in conjunction with the detailed information set out elsewhere in this Prospectus and with the Trust s investment statement. Overview of the Trust The Trust is a managed fund and offers a range of funds which have exposure to the asset classes identified in section 6. The Trust is issued and managed by AMP Wealth Management New Zealand Limited. Its trustee is The New Zealand Guardian Trust Company Limited. The Trust is a Portfolio Investment Entity (PIE) for tax purposes, meaning that tax is paid on your behalf at your nominated PIE tax rate. Investment options (refer paragraph 6.4) The Trust offers a range of diversified and single sector funds ( Funds ) for Unit holders to invest in. The diversified funds range from lower-risk weighted conservative funds with greater exposure to income assets, to higher-risk weighted aggressive funds with a greater exposure to growth assets. The single sector fund range offers a number of funds including international shares and fixed interest funds, Australasian shares and NZ cash funds. The Funds primarily invest through other underlying managed funds managed by underlying fund managers. The Unit holder s investments are applied to purchase units in their chosen Funds, and the value of those units changes to reflect the returns attributed to those Funds (either positive or negative), as well as each Fund s fees and expenses. Making an Investment (refer paragraph 6.28) Investment is made by purchasing units in each Fund. No Unit holder acquires an interest in any particular asset of the Trust or in any particular Fund to which that unit relates. Unit holders may choose the amount to be invested and how often investments are made. The minimum initial investment amount is $1,000 per Fund. There is no maximum. The minimum holding balance is also $1,000 per Fund. The price at which Unit holders acquire units is determined in accordance with paragraphs 6.56 to 6.59 of this Prospectus. Withdrawals (refer paragraph 6.34) Unit holders can withdraw from the Trust or any Fund by notifying the Manager, in writing, confirming the amount that they wish to withdraw and from which Fund or Funds. Withdrawals may be made by way of regular payments or as a lump sum payment. The minimum amount that can be withdrawn as a lump sum at any time is $500 (or $250 if it is a regular withdrawal). The remaining balance held in any Fund must be $1,000. The price at which a Unit holder redeems units is 3

77 determined in the same way as when units are purchased. Processing of redemption requests (or switching requests) may be suspended in certain circumstances (refer to paragraphs 6.76 and 6.77). Material risks Investment in the Trust and each of the Funds involves risk. No party guarantees investments. A Unit holder may not get back as much as has been invested, or the level of return may not be what an investor might have expected. Details of the material risks associated with investing in the Trust, and the Funds that the risks identified are most likely to affect, are found in paragraphs 6.6 and of this Prospectus. Fees and expenses (refer paragraphs 6.70 and 13) There are fees and expenses associated with each Fund in the Trust, covering the costs of administration, servicing and investment. As at 1 December 2015, for each Fund, the Manager charges a management fee which is made up of an annual management fee and an administration fee. The Manager pays the Trustee s fee. Details of these fees are contained in paragraphs 13.3 and For each Fund, the Manager may also charge Unit holders a buy/sell margin for transactions into or out of a Fund. If charged, the margin is retained in the Fund and is used to offset the costs (if any) of buying and selling underlying assets that the Fund has exposure to. As at 1 December 2015 no buy/sell margin is charged for any Fund. Instead any transaction costs are deducted from the Fund s assets. This may change in the future without notice. There are no switching fees, entry fees or exit fees currently charged to new investors within the Trust or each Fund, however the Manager reserves the right to introduce these in the future. Other fees and expenses may from time to time be charged to the Funds or Unit holders accounts. These could include fees charged to the Manager by third parties (including, amongst other things, certain costs of running the Trust, such as the costs of maintaining Unit holder registers, accounting, audit requirements and regulatory compliance costs, and the payment of custodian fees and expenses). The underlying funds into which the Funds invest may also have other fees and expenses, including performance fees and transaction costs charged by their managers and trustees. These will be reflected in each underlying fund s unit price and therefore will affect Unit holders returns. Related Party Transactions The underlying fund manager for each of the underlying funds in which the diversified Funds and the AMPCI-named single sector Funds are invested (with the exception of AMPCI NZ Shares where the underlying fund manager is Salt Funds Management Limited) is AMP Capital Investors (New Zealand) Limited, which is an associated person of the Manager. These Funds were developed by AMP Investment Management (N.Z.) Limited, which is also an associated 4

78 person of the Manager. The Manager has delegated administration functions of the Trust to AMP Services (NZ) Limited, a related company of the Manager. More information can be found in paragraphs 6.12 and DESCRIPTION OF UNIT TRUST 1.1 This Prospectus has been prepared for the AMP Personal Unit Trust ( Trust ), which was established in Wellington on 9 August The Trust offers a pooled investment having exposure to the asset classes identified in Section 6 of this Prospectus. Investment is made by purchase of units in the Trust. 1.3 The duration of the Trust is 80 years from the date of its establishment, unless wound up earlier. The circumstances in which this may occur are set out in paragraph 6.80 of this Prospectus. 1.4 The Trust Fund (as defined in paragraph 6.24 of this Prospectus) may be attributed to one or more Funds on such terms and conditions as the Manager may from time to time determine by notice in writing to the Trustee. 1.5 As at 1 December 2015, the Funds available are: Diversified funds (i) (ii) (iii) (iv) (v) (vi) (vii) Select Income Select Conservative Dynamic Markets Conservative Select Balanced Dynamic Markets Balanced Select Growth Dynamic Markets Growth Single sector funds (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) Select Cash OnePath NZ Cash AMPCI NZ Fixed Interest Index AMPCI NZ Fixed Interest OnePath NZ Fixed Interest State Street Global Fixed Interest Index (also known as SSgA Global Fixed Interest Index) PIMCO Global Fixed Interest BlackRock Global Fixed Interest AMPCI NZ Shares Index 5

79 (x) (xi) (xii) (xiii) (xiv) (xv) AMPCI NZ Shares OnePath NZ Shares State Street Global Shares Index (also known as SSgA Global Shares Index) State Street Global Shares Index Hedged (also known as SSgA Global Shares Index Hedged) FD International Share Fund 1 Value FD International Share Fund 3 Growth 1.6 There is no maximum amount or number of units in the Trust, or in any Fund. 1.7 Notwithstanding the division of the Trust Fund into Funds, the Trust comprises a single trust with the value of the various Unit holders interests in the Trust Fund determined by reference to the value of the units they hold attributable to the Fund or Funds that they have selected. 1.8 The Manager may consolidate or subdivide the units relating to any Fund and may close any Fund to further investment and may instigate a process to wind up any Fund, at any time. 1.9 As at 1 December 2015, the Manager is reviewing the range of Funds in the Trust. This may result in the consolidation or winding up of some of the Funds. It may also result in variations to the investment objectives and policies of some Funds. No formal notification has been made nor any dates of consolidations or wind-ups has been determined as yet. Affected Unit holders will be notified as appropriate Investment is made by purchasing units in the Trust. No Unit holder acquires an interest in any particular asset of the Trust or in any particular Fund to which that unit relates Unit holders may choose the amount to be invested and how often investments are made. Minimums do apply please refer to paragraph 6.30 for more information Units in the Trust relating to a Fund are issued at the issue price of the Fund on the valuation day on which they are issued (valuation days occur at such times as the Manager determines and it is the current policy of the Manager that valuation days occur every business day) The Unit Value (commonly known as unit price) at any date for a Fund will be the value of the net assets of that Fund, excluding the Portfolio Investment Entity ( PIE ) tax liabilities of investors per the PIE tax legislation, divided by the number of units in the Fund as detailed in paragraph 6.56 of this Prospectus. See Section 20, Other Material Matters, for more information on tax The Unit Value relating to each Fund varies every business day (except if otherwise stated) The Manager determines Unit Values in accordance with current commercial practice, and in the absence of manifest error the Unit Values so determined are final For the purchase of units a notional amount (a buy margin ) that is deemed to apply in respect of the total transaction costs associated with acquiring further investments, as determined by the Manager from time to time, may be added to the Unit Value to calculate the issue price. 6

80 1.17 For the sale of units a notional amount (a sell margin ) that is deemed to apply in respect of the total transaction costs associated with selling investments, as determined by the Manager from time to time, may be deducted from the Unit Value to calculate the withdrawal value. As at 1 December 2015 no buy/sell margin is charged for any Fund. Instead any transaction costs are deducted from the Funds assets. This may change in the future without notice Further details on calculation of Unit Values, issue prices, and withdrawal values are contained in Section 6 of this Prospectus The Manager may deduct an entry fee for a purchase of units in the Trust and for each additional investment made, of between 0% and 5% of the value of the investment made at the time the investment is made As at 1 December 2015, investors who became Unit holders after 1 July 2011 will not be charged an entry fee Unit holders who became Unit holders before 1 July 2011 may have at that time been subject to an entry fee of between 0% and 5% of each payment made and this fee will continue to apply to all contributions by that Unit holder to the Trust after 1 July 2011 (being entry fees on regular payments and lump sum contributions) The entry fee charged for lump sums may be different to that charged for regular investments There are currently no exit charges on exit from the Trust. The Manager reserves the right to introduce exit fees. If charged the exit fees will not exceed 5% of the withdrawal value. 2 MANAGERS AND PROMOTERS The Manager 2.1 The Manager of the Trust is AMP Wealth Management New Zealand Limited. AMP Wealth Management New Zealand Limited Level 21, AMP Centre 29 Customs Street West P O Box 55 Shortland Street Auckland 1140 On 1 December 2015, AMP Wealth Management New Zealand Limited replaced AMP Services (NZ) Limited ( AMP Services ) as the manager of the Trust. AMP Services continues to be involved in the Trust as administration manager and promoter of the Trust. AMP Services and AMP Wealth Management New Zealand Limited currently have the same directors and are both ultimately owned by AMP Limited. See paragraph 6.12 for more details. 2.2 As at the Registration Date, the directors of AMP Services (the manager on that date) were: Anthony George Regan, of Auckland Thérèse Mary Singleton, of Auckland Simon John Hoole, of Auckland 7

81 Gregory Paul Bird, of Auckland* Elaine Jennifer Campbell, of Auckland * Gregory Paul Bird resigned as a director on 2 October As at 1 December 2015, the directors of AMP Wealth Management New Zealand Limited (the Manager) are: Anthony George Regan, of Auckland Thérèse Mary Singleton, of Auckland Simon John Hoole, of Auckland Elaine Jennifer Campbell, of Auckland 2.3 The directors and address of the Manager may change from time to time without notice. To obtain a current list of directors and addresses, please contact the Manager on The directors of the Manager can all be contacted at the address of the Manager set out above. 2.5 AMP Services and any of its directors that are not also directors of the Manager are promoters of the Trust. As at 1 December 2015, AMP Services directors are all also directors of the Manager and therefore not promoters. The directors may change from time to time. Unit holders can find the current names of the promoters by contacting the Manager as set out in paragraph The ultimate parent company of the Manager is AMP Limited, a company incorporated in Australia and registered in New Zealand on 16 January 1998 under the Companies Act None of AMP Services, the Manager, or AMP Limited guarantee the securities offered in this Prospectus. 2.7 The Manager also manages the following unit trusts: (i) AMP Unit Trust comprising of: NZ Cash Investment Fund NZ Fixed Interest Investment Fund NZ Shares Investment Fund NZ Property Investment Fund International Shares Investment Fund Australian Shares Investment Fund Asian Shares Investment Fund Conservative Investment Fund Balanced Investment Fund Dynamic Investment Fund Balanced Other Investment Fund 8

82 Legg Mason Balanced Investment Fund (ii) Within the range of unit trusts known as Client Unit Trust: UT01 UT02 UT03 UT04 UT07 UT10 UT12 UT13 UT14 UT24 UT28 UT31 UT34 UT35 UT36 UT37 UT51 UT52 UT53 UT54 UT56 UT60 UT61 UT65 UT68 UT80 UT95 Conservative Fund Moderate Fund Balanced Fund Growth Fund Aggressive Fund (iii) Within the range of unit trusts known as Personal Managed Funds: Active Growth Fund International Equity Trust Mortgage Investment Fund New Zealand Cash Management Trust Balanced Fund International Bond Trust New Zealand Equities Discovery Trust New Zealand Strategic Bond Trust The role of the Manager 2.8 The Manager is responsible for the administration and investment management of the Trust in its role as manager of the Trust. The Manager has delegated the administration functions of the Trust to AMP Services as an administration manager for the Trust. AMP Services is a related company of the Manager. 2.9 The Manager, through the AMP Financial Services Investment Committee 1 ( Committee ), oversees the implementation, monitoring and performance of the investment strategy of the Funds, including appointing and removing underlying fund managers On 24 November 2011, AMP Services and AMP Capital Investors (New Zealand) Limited ( AMP Capital ) entered into a Partnership Agreement ( Partnership Agreement ) affecting the investment management decisions made in respect of certain AMP group products. 2 On 22 September 2015, the Manager became a party to the Partnership Agreement. The Committee 1 The Manager is part of a group of AMP entities in New Zealand, which is known as AMP Financial Services ("AFS"). AFS has established governance procedures to oversee the activities carried out by members of the group, and make decisions on behalf of members of the group. Those governance procedures apply to the Manager. The AFS Investment Committee makes investment decisions for the Trust on the Manager's behalf. 2 The provisions of the Partnership Agreement that relate to the Trust took effect on 21 May

83 utilises the services of AMP Capital to provide advice and recommendations on strategic asset allocation and underlying fund manager selection concerning a range of underlying wholesale funds managed by AMP Capital. As at 1 December 2015, the Committee also utilises the services of internal and external research providers (such as Mercer (N.Z.) Limited) to provide research and recommendations on underlying fund managers Since 21 May 2013, the assets of each of the individual diversified Funds (apart from the Select Income Fund) invest in a range of wholesale unit trusts known as the AMP Capital Diversified Funds. The AMP Capital Diversified Funds were developed by AMP Investment Management (N.Z.) Limited and are managed by AMP Capital. Under the Partnership Agreement, the Manager (through the Committee) seeks advice and recommendations from AMP Capital about matters concerning the AMP Capital Diversified Funds into which the relevant Funds invest (including whether or not to add or remove a fund manager utilised by the AMP Capital Diversified Funds and asset allocation decisions). 3 REGISTRAR, CUSTODIAN, AUDITORS, ADVISERS AND EXPERTS 3.1 AMP Services is the registrar for the Trust. 3.2 The auditors of the Trust are Ernst & Young. Their address is 100 Willis St, Wellington Ernst & Young is registered under the Auditor Regulation Act Neither Ernst & Young, nor any officer or employee of Ernst & Young, is intended to be a director, officer, or employee of AMP Services, the Manager, or the Trustee. 3.3 The solicitors to the Trust are Kensington Swan, Wellington. 3.4 The custodian for the Trust is Investment Suite Nominees Limited. 4 INDEPENDENCE OF UNIT TRUSTEE AND ANY CUSTODIANS 4.1 The Trustee and the Trust s custodian for investment purposes, Investment Suite Nominees Limited, are independent of AMP Services and the Manager of the Trust. 5 UNIT TRUSTEE 5.1 The Trustee of the Trust is The New Zealand Guardian Trust Company Limited whose registered office is at: Level Queen Street Auckland As at the Registration Date, the directors of the Trustee are: Andrew Howard Barnes, Waiheke Island James Earl Douglas, Auckland Robin Albert Flannagan, Auckland 10

84 Timothy James Shaw, Auckland 5.3 The directors and the address of the Trustee may change from time to time without notice. To obtain a current list of directors and addresses please contact the Trustee on The directors of the Trustee can be contacted at the Trustee s address given above. 5.5 The Trustee was incorporated in New Zealand under the Companies Act 1955 on 7 September 1982 and was re-registered under the Companies Act 1993 on 23 April The Trustee s ultimate holding company is Bath Street Capital Limited, a company incorporated in New Zealand. 5.7 The Trustee is indemnified by the Trust against any debt, action taken or omitted, or liability incurred on behalf of the Trust ( liability ) except to the extent that such liability arises from its wilful default or wilful breach of trust. 5.8 In respect of the Trust s affairs the Trustee and Manager act in a representative capacity for Unit holders and are under no personal liability. 5.9 The Trustee is entitled to be reimbursed from the Trust in the event that it is held personally liable for any direct or indirect expense, loss, cost or liability incurred by or on behalf of the Trust None of the Trustee, Bath Street Capital Limited, Investment Suite Nominees Limited, the Manager, AMP Services, or any other person guarantees either the repayment of the units or earnings on the units in the Trust The Trustee has been granted a licence under section 16(1) of the Financial Markets Supervisors Act 2011 to act as a trustee in respect of debt securities, unit trusts, superannuation schemes, and KiwiSaver schemes, and as a statutory supervisor for participatory securities, for a term expiring on 16 March A copy of the Trustee s licence, including the conditions on the licence, can be obtained at the Financial Markets Authority s website: or on the Trustee s website at: As at the Registration Date, all conditions and reporting obligations have been duly satisfied by the required dates. If you have queries about the licence please contact the Trustee in the first instance. 6 DESCRIPTION OF THE UNIT TRUST AND ITS DEVELOPMENT 6.1 This section covers the following: Subject Paragraph Trust Deed 6.2 Investment objectives and policies

85 The Funds 6.4 Investment activities and material developments 6.7 Investment returns 6.14 Distributions 6.19 Principal terms of the Trust Deed Authorised investments 6.22 Single Trust Fund 6.24 Application for units 6.28 Withdrawals 6.34 Switching between Funds 6.43 Transfer of units 6.50 Minimum Fund balance 6.55 Valuation of units 6.56 Management of the Trust 6.60 Removal and replacement of Trustee and Manager 6.62 Trustee and Manager indemnities 6.67 Costs and expenses 6.70 Variation of the Trust Deed 6.71 Variation to Funds 6.74 Termination or merger of Funds 6.75 Deferral of withdrawals, transfers and switching 6.76 Winding up a Fund 6.79 Winding up the Trust 6.80 Meetings of Unit holders 6.84 Unit holders entitlements to receive and view documents 6.87 Trust Deed 6.2 The unit trust to which this Prospectus relates is governed by an amended and consolidated trust deed dated 1 December 2015 (the Trust Deed ). The Trust Deed will be amended by a trust deed amendment which was signed on 16 June 2016 and will take effect at 5pm on 19 August Investment Objectives and Policies 12

86 6.3 As at 1 December 2015 the investment objective of the Trust is to provide investors with exposure to all of the major asset classes. Within each asset class, investment is spread across a range of underlying fund managers located in New Zealand and around the world. The Trust is made up of a number of Funds each with its own investment objective and policy. At times each Fund may hold up to 15% in cash for transactional purposes and/or if appropriate investments cannot otherwise be found. Each Fund may also hold cash where an underlying fund manager closes its fund without, or upon limited, notice, or closes its fund to new investments. Some of the Funds within the Trust will be hedged back to New Zealand dollars. There is no guarantee that the investment objective and policy of each Fund or the underlying fund, into which each Fund invests, will be achieved. The Funds 6.4 Subject to the restrictions set out in paragraph 6.74 below, the Manager may change the underlying fund managers, the name of a Fund, its investment policy, and its objective at any time and from time to time without notice. The assets of each of the individual diversified Funds (apart from the Select Income Fund) invest in the AMP Capital Diversified Funds developed by AMP Investment Management (N.Z.) Limited and managed by AMP Capital. Where a Fund invests in an underlying fund other than the AMP Capital Diversified Funds, it is specified in the investment objectives and policy of the Fund in the table below. The Manager (through the Committee) seeks advice and recommendations from AMP Capital about matters concerning the AMP Capital Diversified Funds into which the relevant Funds invest (including whether or not to add or remove a fund manager utilised by the AMP Capital Diversified Funds and asset allocation decisions). As at 1 December 2015, the Committee also utilises the services of internal and external research providers (such as Mercer (N.Z.) Limited) to provide research and recommendations on underlying fund managers. A list of the current underlying fund managers and underlying funds are available by contacting AMP Customer Services on As at 1 December 2015, the Trust comprises of the following Funds which currently achieve their investment objectives as set out below. For each Fund, key information as at 1 December 2015 is set out including the two key investment risks particular to each Fund. For details of these risks as well as other material risks affecting the Funds refer to Risks (on page 58). 6.6 Please note that currency hedging policies and key investment risks are as at 1 December 2015 and may change from time-to-time without notice. Diversified funds Name of Fund Investment objective and policy Select Income To primarily preserve the value of your investment by investing in fixed interest and cash assets. The Fund may have exposure to fixed interest and cash securities issued by governments or their agencies, local authorities, supranational entities, registered banks and corporations (amongst others) located in New Zealand and 13

87 around the world. The Fund may also have exposure to financial derivative instruments for hedging or as part of its investment strategy. As at 1 December 2015, the Fund achieves its exposure by investing through wholesale funds managed by AMP Capital Investors (New Zealand) Limited and ANZ New Zealand Investments Limited. Income / growth target Income 100% / Growth 0% Currency hedging policy Key investment risks Underlying fund manager To fully hedge foreign currency exposure back to New Zealand dollars Interest rate risk; Market risk AMP Capital Investors (New Zealand) Limited; ANZ New Zealand Investments Limited Name of Fund Investment objective and policy Select Conservative To achieve modest-to-medium returns - in exchange there may be small movements up and down in the value of your investments. To provide a well-diversified portfolio that has a conservative allocation to growth assets but is primarily invested in lower risk income assets. Income / growth target (and range) Income 75% (55-95%) / Growth 25% (5-45%) Benchmark asset allocations Currency hedging policy Income Assets Cash 25% NZ fixed interest 25% International fixed interest 25% Growth Assets Property 4.5% Australasian shares 5% International shares 9.5% Commodities 2% Global infrastructure 2.5% Emerging markets 1.5% To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International 14

88 Shares where currency exposure is actively managed. Key investment risks Underlying fund manager Investment sector risk (fixed interest); Market risk AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Dynamic Markets Conservative To achieve modest-to-medium returns - in exchange there may be small movements up and down in the value of your investments. To provide a well-diversified portfolio that has a conservative allocation to growth assets but is primarily invested in lower risk income assets. Income / growth target (and range) Income 75% (55-95%)/ Growth 25% (5-45%) Benchmark asset allocations Currency hedging policy Key investment risks Underlying fund manager Income Assets Cash 25% NZ fixed interest 25% International fixed interest 25% Growth Assets Property 4.5% Australasian shares 5% International shares 9.5% Commodities 2% Global infrastructure 2.5% Emerging markets 1.5% To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (fixed interest); Market risk AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Select Balanced To achieve medium returns - in exchange there 15

89 will be some movements up and down in the value of your investments. To provide a well-diversified portfolio that has a balance of risk through holding growth assets and an allocation to lower risk income assets. Income / growth target (and range) Income 40% (20-60%) / Growth 60% (40-80%) Benchmark asset allocations Currency hedging policy Key investment risks Underlying fund manager Income Assets Cash 10% NZ fixed interest 15% International fixed interest 15% Growth Assets Property 7% Australasian shares 15% International shares 26.5% Commodities 3% Global infrastructure 4% Emerging markets 4.5% To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (shares, fixed interest); Market risk AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Dynamic Markets Balanced To achieve medium returns - in exchange there will be some movements up and down in the value of your investments. To provide a well-diversified portfolio that has a balance of risk through holding growth assets and an allocation to lower risk income assets. Income / growth target (and range) Income 40% (20-60%) / Growth 60% (40-80%) Benchmark asset allocations Income Assets Cash 10% NZ fixed interest 15% 16

90 International fixed interest 15% Growth Assets Property 7% Australasian shares 15% International shares 26.5% Commodities 3% Global infrastructure 4% Emerging markets 4.5% Currency hedging policy Key investment risks Underlying fund manager To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (shares, fixed interest); Market risk AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Select Growth To achieve high returns - in exchange there will be larger movements up and down in the value of your investments. To provide a well-diversified portfolio that aims to provide growth, primarily through holding growth assets. The Fund has a low allocation to income assets. Income / growth target (and range) Income 10% (0-30%) / Growth 90% (70-100%) Benchmark asset allocations Income Assets Cash 5% NZ fixed interest 2.5% International fixed interest 2.5% Growth Assets Property 9.5% Australasian shares 22.5% International shares 41% Commodities 4% Global infrastructure 5.5% 17

91 Emerging markets 7.5% Currency hedging policy Key investment risks Underlying fund manager To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (shares); Market risk AMP Capital Investors (New Zealand) Limited 18

92 Name of Fund Investment objective and policy Dynamic Markets Growth To achieve high returns - in exchange there will be larger movements up and down in the value of your investments. To provide a well-diversified portfolio that aims to provide growth, primarily through holding growth assets. The Fund has a low allocation to income assets. Income / growth target (and range) Income 10% (0-30%) / Growth 90% (70-100%) Benchmark asset allocations Currency hedging policy Key investment risks Underlying fund manager Income Assets Cash 5% NZ fixed interest 2.5% International fixed interest 2.5% Growth Assets Property 9.5% Australasian shares 22.5% International shares 41% Commodities 4% Global infrastructure 5.5% Emerging markets 7.5% To fully hedge foreign currency exposure for all asset classes, with the exception of emerging markets, where currency exposure is unhedged, and Australasian and International Shares where currency exposure is actively managed. Investment sector risk (shares); Market risk AMP Capital Investors (New Zealand) Limited Single Sector Funds Name of Fund Investment objective and policy Select Cash To achieve modest, stable returns with a very low level of investment risk - in exchange there will be no significant movements up and down in the value of your investments. To primarily invest in cash and short-term 19

93 deposits. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by ANZ New Zealand Investments Limited. Asset class Currency hedging policy Key investment risks Underlying fund manager Cash No currency hedging Interest rate risk; Credit risk ANZ New Zealand Investments Limited Name of Fund Investment objective and policy Asset class Currency hedging policy Key investment risks Underlying fund manager OnePath NZ Cash To achieve modest, stable returns with a low level of investment risk - in exchange there will be no significant movements up and down in the value of your investments. To primarily invest in cash and short-term deposits. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by ANZ New Zealand Investments Limited. Cash No currency hedging Interest rate risk; Credit risk ANZ New Zealand Investments Limited Name of Fund Investment objective and policy AMPCI NZ Fixed Interest To primarily preserve the value of Unit holders investment with some capital growth by investing predominantly in New Zealand fixed interest assets. The Fund may have exposure to fixed interest securities issued by, amongst others, the New Zealand government or their agencies, the Reserve Bank of New Zealand, local authorities, registered banks and corporations located predominantly in New Zealand but including others from around the world. The Fund may also have exposure to financial 20

94 derivative instruments for hedging or as part of its investment strategy. As at 1 December 2015, the Fund achieves its exposure by investing through wholesale fund(s) managed by AMP Capital Investors (New Zealand) Limited. Currency hedging policy Key investment risks Asset class Underlying fund manager To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk NZ fixed interest AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager AMPCI NZ Fixed Interest Index To primarily preserve the value of Unit holders investment with some capital growth by investing in a passively managed portfolio of predominantly New Zealand fixed interest assets. As at 1 December 2015 the Fund aims to closely match the holdings of the ANZ NZ Government Stock Gross Return Index and to be representative of the holdings of the ANZ A Grade Corporate Bond Index. As such, the Fund may have exposure to fixed interest securities issued by, amongst others, the New Zealand government or their agencies, the Reserve Bank of New Zealand, local authorities, registered banks and corporations located predominantly in New Zealand. No currency hedging Interest rate risk; Market risk NZ fixed interest AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy OnePath NZ Fixed Interest To primarily preserve the value of Unit holders investment with some capital growth by investing in a portfolio of predominantly New Zealand fixed interest assets. The Fund may have exposure to fixed interest 21

95 securities issued by governments or their agencies, local authorities, supranational entities, registered banks and corporations (amongst others) located in New Zealand and around the world. The Fund may also have exposure to financial derivative instruments for hedging or as part of its investment strategy. As at 1 December 2015, the Fund achieves its exposure by investing through wholesale funds managed by ANZ New Zealand Investments Limited. Currency hedging policy Key investment risks Asset class Underlying fund manager To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk NZ fixed interest ANZ New Zealand Investments Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager State Street Global Fixed Interest Index (also known as the SSgA Global Fixed Interest Index) To primarily preserve the value of Unit holders investment with some capital growth by investing in a passively managed portfolio of fixed interest assets issued in bond markets around the world. As at 1 December 2015 the Fund achieves its investment exposure by investing into an Australian domiciled and AUD denominated fund issued by State Street Global Advisors, Australia, Limited. The State Street fund aims to closely match the holdings of the Citigroup World Government bond ex Australia (Hedged to AUD) Index. To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk International fixed interest State Street Global Advisors, Australia, Limited Name of Fund PIMCO Global Fixed Interest 22

96 Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager To primarily preserve the value of Unit holders investment with some capital growth by investing in fixed interest assets issued in bond markets around the world. The Fund may have exposure to fixed interest securities issued by, amongst others, governments or their agencies, state and provincial entities, supranational organisations and corporates globally. As at 1 December 2015, the Fund achieves its exposure by investing through a fund managed by PIMCO and issued by Fisher Funds Management Limited. To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk International fixed interest PIMCO accessed through Fisher Funds Management Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager Blackrock Global Fixed Interest To primarily preserve the value of Unit holders investment with some capital growth by investing in fixed interest assets issued in bond markets around the world. The Fund may have exposure to fixed interest securities issued by, amongst others, governments or their agencies, state and provincial entities, supranational organisations and corporates globally. As at 1 December 2015, the Fund achieves its exposure by investing into an Australian domiciled and AUD denominated fund managed by BlackRock Investment Management (Australia) Ltd. To fully hedge foreign currency exposure back to New Zealand dollars. Interest rate risk; Market risk International fixed interest BlackRock Investment Management (Australia) Limited 23

97 Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager AMPCI NZ Shares Index To achieve long term capital growth primarily through exposure to a passively managed portfolio of shares of companies listed on the New Zealand stock exchange. The Fund aims to closely match the holdings of the NZX 50 Index. As such, the Fund will primarily have exposure to shares of the 50 largest companies listed on the New Zealand stock exchange. As at 1 December 2015, the Fund achieves its exposure by investing through wholesale fund(s) managed by AMP Capital Investors (New Zealand) Limited. Currency exposure may be hedged back to New Zealand dollars Investment sector risk (shares); Market risk Australasian shares AMP Capital Investors (New Zealand) Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class AMPCI NZ Shares To achieve long term capital growth through exposure to a portfolio of predominantly New Zealand shares. The Fund may have exposure to equity securities (e.g. shares) of companies that are either based in New Zealand or carry out the main part of their business in New Zealand. The Fund may also have exposure to equity securities of companies based outside of New Zealand. As at 1 December 2015, the Fund achieves its exposure by investing through a retail fund of which Salt Funds Management Limited is the investment manager. Currency exposure may be hedged back to New Zealand dollars. Investment sector risk (shares); Market risk Australasian Shares 24

98 Underlying fund manager Salt Funds Management Limited. Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager OnePath NZ Shares To achieve long term capital growth through exposure to a portfolio of predominantly New Zealand shares. The Fund may have exposure to equity securities (e.g. shares) of companies that are either based in New Zealand or carry out the main part of their business in New Zealand. The Fund may also have exposure to securities of companies based outside of New Zealand. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by ANZ New Zealand Investments Limited. Any currency exposure may be hedged back to New Zealand dollars. Investment sector risk (shares); Market risk Australasian Shares ANZ New Zealand Investments Limited Name of Fund Investment objective and policy Currency hedging policy State Street Global Shares Index (also known as the SSgA Global Shares Index) To achieve long term capital growth primarily through exposure to a passively managed portfolio of shares of companies listed on stock exchanges around the world excluding Australia. The Fund aims to closely match the holdings of the MSCI World ex-australia Index with net dividends reinvested. As at 1 December 2015 the Fund achieves its investment exposure by investing into an Australian domiciled and AUD denominated fund issued by State Street Global Advisors, Australia, Limited. Foreign currency exposure will be unhedged. 25

99 Key investment risks Asset class Underlying fund manager Investment sector risk (shares); Market risk International Shares State Street Global Advisors, Australia, Limited Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager State Street Global Shares Index Hedged (also known as the SSgA Global Shares Index Hedged) To achieve long term capital growth primarily through exposure to a passively managed portfolio of shares of companies listed on stock exchanges around the world excluding Australia. The Fund aims to closely match the holdings of the MSCI World ex-australia Index 100% hedged to Australian dollars with net dividends reinvested. As at 1 December 2015 the Fund achieves its investment exposure by investing into an Australian domiciled and AUD denominated fund issued by State Street Global Advisors, Australia, Limited. To fully hedge foreign currency exposure back to New Zealand dollars. Investment sector risk (shares); Market risk International Shares State Street Global Advisors, Australia, Limited Name of Fund Investment objective and policy FD International Share Fund 1 - Value To achieve long term capital growth through exposure to shares of companies around the world excluding Australia. The Fund may have exposure to equity and equity related securities of companies worldwide excluding Australia. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by AMP Capital Funds Management Limited in Australia. The underlying fund manager of that fund is Schroder Investment Management Australia Limited. 26

100 Currency hedging policy Key investment risks Asset class Underlying fund manager Foreign currency exposure will be unhedged. Investment sector risk (shares); Market risk International Shares Schroder Investment Management Australia Limited accessed through AMP Capital Funds Management Limited, a company registered in Australia Name of Fund Investment objective and policy Currency hedging policy Key investment risks Asset class Underlying fund manager FD International Share Fund 3 - Growth To achieve long term capital growth through exposure to shares of companies around the world. The Fund may have exposure to equity securities (e.g. shares) of companies worldwide, including emerging markets. As at 1 December 2015, the Fund achieves its exposure by investing through a wholesale fund managed by AMP Capital Funds Management Limited in Australia. The underlying fund manager of that fund is Fidelity Investment Management (Australia) Limited. Foreign currency exposure will be unhedged Investment sector risk (shares); Market risk International Shares Fidelity Investment Management (Australia) Limited accessed through AMP Capital Funds Management Limited, a company registered in Australia. Investment activities and material developments 6.7 On 12 November 2010 the names of the Bernstein Global Shares and Alliance Capital Global Shares Portfolios were changed to FD International Share Fund 1 Value and FD International Share Fund 3 Growth respectively when the manager of the underlying investments of those Portfolios also changed from Alliance Bernstein Australia Limited to Schroder Investment Management Australia Limited and FIL Limited respectively. 6.8 Prior to 20 September 2012, the Select Cash Fund was called the Select Cash Enhanced Portfolio. 6.9 Since 21 May 2013, the assets of each of the individual diversified Funds (apart from the Select Income Fund) have invested in a new range of wholesale investment funds known as 27

101 the AMP Capital Diversified Funds. The AMP Capital Diversified Funds were developed by AMP Investment Management (N.Z.) Limited and are managed by AMP Capital. The Manager (through the Committee) seeks advice and recommendations from AMP Capital about matters concerning the AMP Capital Diversified Funds into which the relevant Funds invest (including whether or not to add or remove a fund manager utilised by the AMP Capital Diversified Funds and asset allocation decisions) On 20 December 2013, the trust deed was amended to allow the Manager to elect to send a notice to Unit holders stating where and how to obtain a copy of the annual financial statements, auditors report, and a summary of any trust deed amendments made during the last year for the Trust, rather than sending a copy of those documents On 1 December 2014 the Financial Markets Conduct Act 2013, which fundamentally changes the laws that regulate the governance and offering of unit trusts like the Trust and other managed investment vehicles in New Zealand, came into full force, subject to a two-year transition period. That transition period ends on 30 November 2016, although the Manager may opt-in to the Financial Markets Conduct Act regime in respect of the Trust prior to that date. For practical purposes, the law that applied prior to 1 December 2014 generally continues to apply to the Trust during the transition period On 1 December 2015 the Manager replaced AMP Services as the manager (and therefore issuer under the Securities Act 1978) of the Trust, and subsequently delegated the administration functions of the Trust to AMP Services as an administration manager for the Trust. The existing trust deed for the Trust was amended and consolidated on 1 December 2015 to reflect the change of manager and legislative and other developments since the trust deed was last amended. Other contractual arrangements were entered into to reflect the change of manager. See part 14 of this prospectus for more information Except as set out in section 14, there have been no other material developments relating to the Trust in the five years preceding the Registration Date and 1 December Investment Returns 6.14 The investment returns shown below reflect the returns for the Funds for the relevant periods These returns are not an indication of future performance and neither the Trustee nor Manager, nor any related company of either (including AMP Services), guarantees the performance of the Funds The below returns are not the returns individual Unit holders will receive as this will generally depend on the issue price at which their units are purchased and the withdrawal value at which their units are redeemed. Fund name Date of Fund inception 1 % Return for year ended 31 March 2015 % Return for year ended 31 March 2014 % Return for year ended 31 March 2013 % Return for year ended 31 March 2012 % Return for year ended 31 March

102 Fund name Date of Fund inception 1 % Return for year ended 31 March 2015 % Return for year ended 31 March 2014 % Return for year ended 31 March 2013 % Return for year ended 31 March 2012 % Return for year ended 31 March 2011 Select Cash % 2.5% 2.5% 2.5% 2.9% Select Income % -0.5% 5.0% 7.2% 4.6% Select Conservative % 2.7% 6.9% 4.2% 5.0% Select Balanced % 5.7% 11.1% 2.0% 6.1% Select Growth % 8.7% 13.9% -1.3% 7.2% Dynamic Markets Conservative % 2.4% 6.9% 4.2% 4.9% Dynamic Markets Balanced % 5.7% 11.1% 1.8% 6.1% Dynamic Markets Growth % 8.7% 13.8% -1.4% 7.2% OnePath NZ Cash % 2.7% 2.9% 2.9% 3.2% AMPCI NZ Fixed Interest Index % -1.3% 5.8% 8.6% 6.3% AMPCI NZ Fixed Interest % -0.8% 6.9% 10.2% 6.2% OnePath NZ Fixed Interest % -1.9% 7.0% 9.0% 7.5% State Street Global Fixed Interest Index % 2.8% 6.7% 8.7% 3.4% PIMCO Global Fixed Interest % 2.4% 11.5% 11.1% 7.8% BlackRock Global Fixed Interest % 3.4% 6.7% 6.9% 4.3% AMPCI NZ Shares Index % 15.4% 24.8% 0.8% 3.7% OnePath NZ Shares % 19.1% 23.1% 1.4% 4.0% AMPCI NZ Shares % 12.4% 23.2% 2.0% 5.7% State Street Global Shares Index State Street Global Shares Index Hedged FD International Share Fund 1 Value FD International Share Fund 3 Growth % 14.3% 8.8% -6.0% 4.7% % 24.8% 14.8% 5.3% 6.5% % 14.8% 7.7% -10.6% 1.3% % 10.6% 9.8% -6.6% 1.2% 29

103 1. Date of Fund inception is the date each Fund received its first investment monies in. 2. The returns for part of the year ended 31 March 2011 (being the 3 months ended 30 June 2010) have taken into account tax paid by the underlying fund prior to that fund becoming a PIE Investment returns will fluctuate from time to time based on the performance of each Fund s underlying investments. Unit holders should not place undue reliance on short term investment returns. For more information, and for up-to-date returns, please refer to AMP s website Please note that the returns on AMP s website may be different to the returns provided in the above table. The website returns are adjusted for PIE tax credits The returns are based on percentage change in withdrawal value: a) net of annual management fees, b) gross of administration fees (where it is not included in the annual management fee); c) before tax liabilities; and d) before addition of tax credits. As the Trust is a PIE, the withdrawal value is calculated on a before tax basis. Distributions 6.19 From 1 October 2007, being the date the AMP Personal Unit Trust elected into the PIE tax rules, no distributions have been made from the Trust Income may be obtained via a redemption of units. See paragraph 6.34 for further details on redemption None of the Manager, AMP Services, Investment Suite Nominees Limited or the Trustee undertake to any of the Unit holders a return of capital. Principal terms of the Trust Deed Authorised Investments 6.22 The Trust may invest only in authorised investments which are: (a) (b) (c) (d) (e) shares or securities or like interest in any company, partnership, or any person; cash deposits with or loans to (with or without security) any person; debentures, bonds, notes, debt securities or similar obligations (with or without security) issued by any person; bills of exchange or promissory notes made, drawn, or accepted by any person; mortgages or submortgages of any real property; 30

104 (f) (g) (h) (i) (j) (k) (l) cash, foreign currencies and foreign exchange contracts; any interest of any nature in any real or personal property of any nature whatsoever; futures contracts; units, sub-units or other interests in any unit trust scheme, group investment fund, or other form of collective investment vehicle; stocks, bonds, mortgages, or securities of, or deposits with, any government, public, municipal or local body or authority in any part of the world; interests in any of the foregoing including interests and assets held by custodians or nominees or in collective or pooled investment trusts but excluding legal title to such assets for so long as they are so held; any right or option to acquire any of the above; and (m) any other investment, right, interest, obligation or property of any nature whatsoever nominated by the Manager and approved by the Trustee The authorised investments can be varied by changing the Trust Deed in the manner set out in paragraph 6.71 below. The nature and identity of the specific assets in which any Fund can invest may change at any time without notice within the Fund s investment objective and policy. Single Trust Fund 6.24 The Trust Fund consists of all of the investments, cash, property and other assets, liabilities and obligations for the time being held by the Trustee from time to time under the Trust Deed ( the Trust Fund ) Although the Trust Fund comprises a single trust it is divided into Funds (referred to as Portfolios in the Trust Deed). Where the assets attributable to a particular Fund are insufficient to meet the liabilities attributable to that Fund, those liabilities shall be met from the Trust Fund in such equitable manner as the Manager with the approval of the Trustee sees fit. This means that the assets of one Fund may be used to cover the liabilities of another Fund The beneficial interest in the Trust Fund is divided into units. Each unit confers an equal interest in that part of the Trust Fund attributable to the Fund to which the Unit relates, though no Unit holder acquires any right or interest in the individual investments of the Trust The Manager may consolidate or subdivide the units of the Trust attributable to any Fund. It may close any Fund to new applications and instigate a process to wind up any Fund at any time. Application for units 6.28 Any person may apply for units in the Trust Fund. The Manager may accept or decline applications at its discretion. The Manager may invite applications for units in the Trust Fund 31

105 relating to any Fund on such terms and conditions it decides from time to time and in accordance with applicable laws and the Trust Deed. Any issue of units may be underwritten This Prospectus is an invitation for units in the Trust Fund in respect of the Funds described in 6.5 above. A Unit holder may make a standing application for units whereby that Unit holder applies to acquire units in the Trust attributable to one or more Funds at intervals in accordance with such terms as prescribed by the Manager from time to time The Manager may set and alter minimum application amounts. If a person applying for units does not have the minimum amounts required by the Manager to be invested, the Manager may decline the application and refund monies to that person. No interest is paid on such refunds. As at 1 December 2015, the Manager s current policy is that a minimum of $1,000 must be paid (and maintained) in a Fund which a Unit holder invests. Any subsequent lump sum payment must be at least $250. If a Unit holder sets up a regular payment each payment must be at least $ When applications and application monies (less any applicable fees of up to 5% of application monies) are received and accepted, the number of units issued by the Manager will be determined by the issue price (rounded down if necessary to 4 decimal places) at the next Valuation Date ( Valuation Date means a day specified by the Manager as a day on which the unit value of units within the Trust are determined) The Manager then enters the applicant in the register as holder of that number of units. Applications may be satisfied at the option of the Manager from either creation of additional units or purchase of existing units from any Unit holder nominated by the Manager Certificates will be issued by the Manager if the Manager is required to do so by law, but if issued shall not constitute evidence of title. As at 1 December 2015, certificates are not issued in respect of the Trust. Withdrawals 6.34 Unit holders may withdraw funds from the Trust by redemption of their units. See Section 20, Other Material Matters for more information on tax Withdrawals are made by completing a withdrawal form, which specifies the Fund to which the withdrawal of units of the Trust relates, and the amount to be withdrawn As at 1 December 2015, the Manager s policy is that any lump sum withdrawal must be at least $500. If a Unit holder sets up regular withdrawal arrangements each regular withdrawal must be at least $250. In the event a Unit holder has less than the minimum Fund balance of $1,000, the Manager may realise their investment in the Fund and pay the proceeds to the Unit holder A withdrawal notice given prior to 5pm on a business day shall be redeemed at the withdrawal value on the next Valuation Date (if received at or after 5pm on a business day the withdrawal value of the Valuation Date following the next Valuation Date applies) A withdrawal notice must be in the form prescribed by the Manager and may not (except where all units held by a Unit holder are to be redeemed) be for less than the minimum value of units as prescribed by the Manager from time to time. 32

106 6.39 On receiving a withdrawal notice the Manager shall procure that the number of units having an aggregate withdrawal value equal to the withdrawal amount are redeemed or purchased at the Manager s discretion from the Unit holder and the Unit holder is paid the withdrawal amount less any exit fees that may be payable. Units redeemed are deemed to have been cancelled To satisfy a redemption the Manager may either direct the Trustee to realise investments of the Trust or borrow on behalf of the Trust to provide monies to pay the amount withdrawn The Manager may deduct an exit fee of up to 5% of the value of the Units withdrawn. The Manager may deduct from any benefit or other payment any tax payable in respect of that benefit or payment or any tax in respect of that unit holder's PIE tax liability as calculated under the PIE tax legislation. See Section 20, Other Material Matters, for further details on tax The Manager may suspend giving effect to withdrawals if it would be materially prejudicial to the interests of Unit holders or is impracticable, due to the occurrence or existence of any circumstance or event relating to the Trust or generally. See paragraphs for more information. Switching between Funds 6.43 A Unit holder of the Trust may choose to switch some or all of the Unit holder s investment between Funds by giving a switching notice or a new investment authority A Unit holder can also change Funds by leaving his or her existing balance (and earnings on that balance) in a current Fund, but changing future contributions to a different Fund A Unit holder may switch their investment between Funds, and change contributions to a different Fund, as often as they wish A switching notice takes effect as a withdrawal of units from the Trust attributable to the Fund nominated and an application for units in the Trust attributable to the Fund, which the notice so nominates The withdrawal and application fees in relation to a switching notice may, at the discretion of the Manager, be reduced or waived. The Manager may also prescribe a minimum amount that can be switched When a switch is made, the Trustee or the Manager may deduct or require to be deducted from any benefit or other amount paid or be applied in respect of the relevant Unit holder any tax payable or anticipated to become payable in respect of that Unit holder. See Section 20, Other Material Matters, for further details on tax The Manager may suspend giving effect to switches between Funds if it would be materially prejudicial to the interests of Unit holders or is impracticable, due to the occurrence or existence of any circumstance or event relating to the Trust or generally. See paragraphs 6.76 and 6.77 for more information. Transfer of units 33

107 6.50 Unit holders may transfer any units held in the Trust to any other person No transfer may be made of less than a minimum value of Units of $1,000, or such other amount determined by the Manager from time to time, or may result in any Unit holder holding less units attributable to a Fund than that minimum in that Fund Units may also be transmitted to the Unit holder s personal representatives on death, mental incapacity or bankruptcy On a transfer of units, a deduction to reflect the appropriate level of PIE tax attributable to the units being transferred is made at the rate applicable to the transferring Unit holder, as calculated under the PIE tax legislation. See Section 20, Other Material Matters, for further details on tax The Manager may suspend giving effect to the registration of transfers. See paragraph 6.78 for more information. Minimum Fund balance 6.55 As at 1 December 2015, the Manager s policy is that a Unit holder must maintain a minimum investment of $1,000 per Fund that the Unit holder invests in, unless the Manager determines otherwise. If the minimum holding is not met the Manager may realise the Unit holder s investment in that Fund and pay proceeds to the Unit holder. Valuation of units 6.56 The Unit Value for a unit in the Trust relating to a Fund is calculated by the Manager by deducting from the aggregate of: (a) (b) the cash held by the Trust attributable to that Fund; the market value of all of the other investments of the Trust (including for the avoidance of doubt accrued income of the Trust Fund on the Valuation Date) held by the Trust attributable to that Fund; and (c ) the value of any other assets of the Trust attributable to that Fund, such value being fixed by the Manager having regard to generally accepted accounting principles; the aggregate of: (d) (e) the liabilities of the Trust (as defined in the Trust Deed) attributable to that Fund; and all costs, charges and other outgoings due or chargeable against income of the Trust accrued to that date, attributable to that Fund or otherwise arising in connection with the Fund which for the time being have not been paid (including an appropriate proportion of any such costs, charges or outgoings which relate to a period in which the valuation day falls but which have not yet fallen due for payment) and dividing the result by the number of units issued in the Trust that relate to that Fund The liabilities attributable to any Fund do not include the PIE tax liabilities of Unit holders invested in that Fund. 34

108 6.58 The issue price (also known as the buy price) for a unit is the Unit Value plus a notional amount (buy margin) that is deemed to apply in respect of transaction costs associated with buying assets, as determined by the Manager from time to time. The withdrawal value (also known as the sell price) for a unit is the Unit Value less a notional amount (sell margin) that is deemed to apply in respect of transaction costs associated with selling assets, as determined by the Manager from time to time. As at 1 December 2015 the buy/sell margin for each Fund is zero, instead any transaction costs are deducted from the Fund s assets. This may change in the future without notice Unit Values, issue prices and withdrawal values determined by the Manager are, in the absence of manifest error, final and binding on all Unit holders and any other persons claiming a beneficial interest in the Trust Fund. Management of the Trust 6.60 The Manager is responsible for the management and administration of the Trust. The Manager will use its best endeavours to ensure that the activities of the Trust and each Fund are carried on in a proper and efficient manner The Manager s powers include: a) Exercise of all voting powers attached to the investments of the Trust; b) The power to direct the Trustee to borrow money from any person and grant securities for that borrowing. Total borrowings may not exceed 20% of the value of Investments, and the aggregate of borrowings in respect of any Fund may not exceed 50% of the value of the Trust attributable to that Fund. It is not the Manager s current policy to borrow, except on a short-term basis to meet redemptions. Except on a short term basis to meet redemptions, there are no borrowings as at 1 December 2015; c) Investing the assets of the Trust (by way of directions to the Trustee). The Trustee is not obliged to follow any direction that is contrary to the provisions of the Trust Deed, or that would result in a breach by the Trustee of any of the obligations or duties imposed on the Trustee by law, or would be manifestly not in the interests of Unit holders of the Trust generally or those of a particular Fund generally. Removal and replacement of Trustee and Manager 6.62 The Trustee may be removed by the High Court as provided in the Unit Trusts Act 1960, or by an extraordinary resolution of all Unit holders of the Trust. The Trustee may retire upon giving 90 days notice in writing if a) all functions and duties of the position have been fulfilled; b) the Manager has appointed another person who holds a licence under the Financial Markets Supervisors Act 2011 that covers the unit trust to the position, and the new trustee has accepted the appointment; or c) the High Court consents. 35

109 6.63 A replacement trustee will be appointed by the Manager, subject to obtaining the approval of the High Court (unless the Trustee was removed under Part 2 of the Financial Markets Supervisors Act 2011). If the Manager fails to do so, a new trustee may be appointed by an extraordinary resolution of Unit holders The Manager may be removed by the High Court as provided for in the Unit Trusts Act 1960, may be removed by the Trustee if it certifies it is in the best interest of Unit holders to do so, may be removed by an extraordinary resolution of Unit holders, or may retire as Manager, upon giving 90 days written notice The Manager is automatically removed upon its winding up, receivership or statutory management. The Trustee may appoint a temporary Manager and shall appoint a replacement Manager If a replacement Manager has not been appointed in 60 days after the vacancy occurs the Trustee shall call an extraordinary meeting of Unit holders to appoint a replacement Manager. The outgoing Manager is released from the date the replacement Manager becomes bound by the Trust Deed. Trustee and Manager indemnities 6.67 The Trustee and Manager in incurring obligations on behalf of the Trust are acting on behalf of the Unit holders and not in their personal capacity and shall not have any personal liability The Trustee and Manager are indemnified out of the assets of the Trust for any liability they incur, other than liabilities arising as a result of wilful default or wilful breach of Trust Neither the Trustee nor the Manager shall be liable for losses arising from the actions of the other. The Trustee and Manager are entitled to rely upon professional advice without incurring liability, and the Trustee may rely upon certificates given by the Manager. Costs and Expenses 6.70 The costs and expenses of the Trust attributable to each Fund may include: (a) (b) a Management Fee, which as at 1 December 2015 consists of the annual management fee and administration fee, and is calculated and accrued daily in respect of the services the Manager of the Trust provides to the Trust. This fee may not exceed 5% per annum of the value of any Fund (with the maximum fee that can be paid to the Manager determined after making such allowance for tax as is required under the Trust Deed) as determined by the Manager from time to time. As at 1 December 2015, the Manager charges Goods and Services Tax ( GST ) at the rate of 15% on 10% of the annual management fees charged although Inland Revenue is reviewing the portion of the management fees of unit trusts to be charged with GST and this may change in the future without notice. An amount equal to (but not more than) the amount of that GST will be payable to the Manager in addition to the fee stated; a Trustee Fee (calculated and accrued daily) not exceeding 0.5% plus GST per annum of the fund value as agreed with the Manager from time to time. As at 1 December 36

110 (c) (d) 2015, part of the annual management fee is applied towards meeting the Trustee Fee (including GST). reimbursement to the Trustee and Manager of all expenses, costs or liabilities incurred by them in the course of acting as Trustee or Manager, and the reasonable expenses of the Trustee in respect of work of an unusual or onerous nature outside of that contemplated by the Trust Deed in relation to the relevant Fund. The Trustee and the Manager may seek reimbursement of any GST payable in relation to these expenses; auditor s fees. Variation of the Trust Deed 6.71 The Trust Deed may be varied by the Trustee and the Manager if: (a) the amendment is made to correct a manifest error, is of a formal, technical or administrative nature, or is made as a consequence of a change in the law; or (b) in the opinion of the Manager, it is necessary or desirable for the more convenient economical or advantageous working, management or administration of the Trust or any Fund or for safeguarding or enhancing the interests of the Trust or any Fund or the Unit holders holding units relating to a Fund or Funds generally, and in the opinion of the Trustee, is not likely to become prejudicial to the interests of Unit holders in general, or if the variation relates to a particular Fund or Funds only, is not likely to become prejudicial to the interests of Unit holders holding units relating to that Fund or those Funds in general; or (c) the amendment is approved by an extraordinary resolution of the Unit holders of the Trust or if the variation relates to a particular Fund or Funds only, then the same is approved by extraordinary resolution of Unit holders holding units relating to that Fund or those Fund only; or (d) the Trustee and the Manager reasonably believe that the variation will not materially adversely affect the rights of Unit holders in general, or if the variation relates only to a particular Fund or Funds, will not materially adversely affect the rights of Unit holders generally holding units relating to that Fund or those Funds Where any amendment has been made to the Trust Deed the Manager will notify all Unit holders or the affected Unit holders within such timeframe (if any) as may be prescribed by law from time to time Clauses with the following effect are deemed to be included in the Trust Deed: (a) (b) The Trustee must exercise reasonable diligence to ascertain whether or not any breach of the terms of the Trust Deed or of the terms of the offer of interests in the Trust has occurred; and The Trustee must do all things that it is empowered to do to cause any breach of the terms referred to in sub-paragraph (a) to be remedied (except if it is satisfied that the breach will not materially prejudice the interests of Unit holders). 37

111 Variation to Funds 6.74 Unless the Trustee determines that to do so would materially prejudice the interests of certain Unit holders generally (being holders of Units relating to the affected Fund or Funds) the Manager may (subject to limitations imposed by the Trust Deed, disclosure material for the Trust, and applicable law) by notice in writing to the Trustee vary all or any of the terms of any Fund prescribed by the Manager under the Trust Deed, if: (a) (b) (c) the Trustee and the Manager agree that the variation is not material; or the change is to affect only units issued after the effective date of the change and the terms embodying the change are reflected with reasonable prominence in any disclosure material relating to those units and the Trustee is satisfied that Unit holders will not be adversely affected by any confusion arising from the difference between fund terms affecting existing and new units; or the proposed change is notified to Unit holders relating to the Fund more than two months before the change occurs (whether or not it is to take effect before or after the date of the change); and either (i) (ii) Unit holders holding not less than 10% of the units on issue that relate to that Fund (other than those held by the Manager or any Related Person of the Manager): a. having been invited to do so in the notice do not give notice of intention to call a meeting of Unit holders regarding the proposed change within thirty days of the date of the sending of the notice; or b. do not at any such meeting reject by extraordinary resolution the proposed change; or Unit holders who oppose the proposed change are offered an opportunity to sell or redeem all their units at the then current withdrawal value before the change takes effect. Termination or merger of Funds 6.75 Unless the Trustee determines that to do so would materially prejudice the interests of certain Unit holders generally (being Unit holders relating to the affected Fund or Funds) the Manager may (subject to limitations imposed by the Trust Deed, disclosure material for the Trust, and applicable law) terminate and merge any one or more Funds with any other Fund where the Manager considers that doing so would be beneficial for the more convenient, economical or advantageous working, management or administration of the Trust and would not materially prejudice the interests of Unit holders generally, with the terms of the affected Funds varied accordingly. Deferral of withdrawals, transfers and switching 6.76 If as a result of a decision to terminate one or more Funds, or because of the suspension of trading on any exchange, political, financial or economic conditions, the nature of any investment or any other circumstance or event relating to the Trust or generally the Manager in good faith forms the opinion that units in the Trust attributable to a Fund cannot be 38

112 redeemed because it would be materially prejudicial to the interests of Unit holders generally or would not be practicable, and the Manager believes that the units cannot be purchased, then withdrawals and switches (in and out) of units relating to that Fund may be suspended A suspension may last up to 90 days and may be extended with the consent of the Trustee. There is no limit upon the period by which the suspension may be extended with the consent of the Trustee. Without limitation, such an extension of a suspension may be required where the manager of an underlying investment fund into which the Fund invests has exercised its powers to suspend or defer withdrawals from those underlying Funds for a period of more than 90 days 6.78 The Manager may, at any time, determine to suspend the registration of transfers to any other person. Without limitation, this may be due to delays in administering Unit holder registers. Any transfer suspension may not exceed a period of thirty (30) business days in any calendar year without the approval of the Trustee. Winding up a Fund 6.79 The Manager may determine to wind up any Fund if notice of that intention has been given to the Unit holders holdings units relating to that Fund and: (a) (b) less than 10% of such Unit holders give notice that they disapprove of the winding up; or 10% or more of such Unit holders give notice that they disapprove of the winding up but the winding up is approved by an extraordinary resolution of Unit holders holding units relating to that Fund, at a meeting duly called by the Manager. Winding up the Trust 6.80 The Manager may determine to wind up the Trust if notice of that intention has been given to the Unit holders of the Trust and if: (a) (b) the holders of less than 10% of the units of the Trust give notice that they disapprove of the winding up; or the holders of 10% or more of the units of the Trust give notice that they disapprove of the winding up but the winding up is approved by an extraordinary resolution of Unit holders of the Trust at a meeting duly called by the Manager The Trust must be wound up upon the extraordinary resolution of the Unit holders of the Trust or upon the expiration of 80 years from its creation or as otherwise required by law Upon the winding up of the Trust or any Fund each Unit holder, or each Unit holder holding units relating to the relevant Fund (as the case may be) will be given notice and from that date no further withdrawal notices or applications for units will be accepted. The assets of the Trust or the relevant Fund are then realised, and after payment of all liabilities the proceeds distributed to the Unit holders or to the Unit holders holding units relating to the relevant Fund (as the case may be) as at the date of the notice given to them of the winding up. 39

113 6.83 Under an amendment to the Trust Deed which was signed on 16 June 2016 and will take effect at 5pm on 19 August 2016, upon the winding up of the Trust or any Fund the Manager may give unitholders the choice of receiving wind-up entitlements in cash or in the form of units in a different Fund (on the wind-up of any Fund) or a fund or funds within a different AMP managed investment scheme (on the wind-up of the Trust) (in this context either alternative being an AMP Fund ). If the Manager believes it is in the best interests of unitholders, the Manager may determine that the receipt of units in an AMP Fund is the default option. In this case if a unitholder does not elect a cash payment, that unitholder will receive their wind-up entitlement as units in the AMP Fund. The AMP Fund offered as a default option would need to have similar investment objectives and withdrawal terms to and not normally have higher overall fees than the original Fund. The assets of the winding up Trust or the relevant Fund would then be realised, and after payment of all liabilities the proceeds either distributed to the unitholders that have elected to receive a cash payment (or to all unitholders, where units in another AMP Fund were not offered) or applied to acquire units in the other AMP Fund to be distributed to the unitholders that have elected to receive units in that other AMP Fund or where applicable, have not made an election. Meetings of Unit holders 6.84 Meetings of Unit holders of the Trust or of units relating to a particular Fund shall be held upon request of the Trustee, on request of the Manager, or on request of one tenth of the number of Unit holders or persons holding one tenth of the units of the Trust or of the Trust attributable to the relevant Fund Meetings are held in accordance with the procedural provisions set out in the Schedule of the Trust Deed. Unit holders receive at least 14 days prior notice of each meeting. A quorum of persons holding 10% of the units in the Trust or in the Trust attributable to the relevant Fund, as the case may be, is required before business can be transacted Each Unit holder is entitled to one vote for each unit held and may appoint a proxy or attorney to vote on the Unit holder s behalf. Ordinary resolutions are passed by a majority, extraordinary resolutions are passed by a majority of 75% of the votes cast and special resolutions are passed by a majority of 75% of the votes cast, being the votes of Unit holders holding at least 25% of the units of the Trust or of the Trust attributable to the relevant Fund. Unit holders entitlements to receive and view documents 6.87 Each Unit holder is entitled to: (a) (b) depending on the Manager s election, either receive a notice stating where and how to obtain a copy of the annual financial statements, auditors report, and a summary of any trust deed amendments made during the last year for the Trust or receive a copy of these documents; on request at any reasonable time inspect a copy of the Trust Deed and the register or registers of the Trust and upon payment of a reasonable fee prescribed by the Trustee, obtain a copy of the Trust Deed. 40

114 7 UNIT HOLDER LIABILITY Tax 7.1 Each Unit holder indemnifies the Trustee and Manager in respect of any Taxation Amount paid or payable by the Manager or the Trustee in respect of that Unit holder. See section 20 for more details on tax (including a definition of Taxation Amount ). 7.2 The Trustee or the Manager may deduct or require to be deducted from any benefit or other amount paid or to be applied in respect of the relevant Unit holder any Taxation Amount payable or anticipated to become payable in respect of that Unit holder. Limitation of Unit holder liability 7.3 Subject to the indemnity described under paragraph 7.1 above, under the terms of the Trust Deed: no Unit holder is liable to indemnify the Trustee or the Manager in respect of any debt or liability (including contingent liabilities) of the Trust; except in certain circumstances relating to tax paid or payable by the Manager or the Trustee in respect of that Unit holder and expenditure passed up to the Trust by that Unit holder, neither the Trustee nor Manager can act as agent for a Unit holder, incur liabilities on their behalf or pledge their credit; and no other liabilities (or contingent liabilities) may be incurred by Unit holders in relation to the Trust (other than in respect of the purchase price of Units). 41

115 8 SUMMARY FINANCIAL STATEMENTS 8.1 The summary financial statements being reported on are for the AMP Personal Unit Trust (the Trust) and cover the twelve month periods ended 31 March 2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March The Trust is a unit trust comprising various portfolios (referred to as Funds throughout this document). Notwithstanding the division of the Trust into Portfolios, the Trust comprises a single trust fund with the value of the Unit Holders' interests in the Trust determined by reference to the value of the units they hold in the Funds. 8.3 The Trust was established and is domiciled in New Zealand, with the Trust's Unit Holders primarily located within New Zealand. The summary financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand dollars ($000). 8.4 The Trust is not a qualifying entity applying differential reporting concessions. 8.5 The summary financial statements have been correctly extracted from the full financial statements and comply with FRS-43 Summary Financial Statements (FRS-43), subject to the exemptions in clause 8(4) of Schedule 4 of the Securities Regulations 2009, whereby the summary financial statements are not required to include: a) a comparison of, and explanations for major variances between, prospective and historical financial statements; b) information about events occurring after the balance date of a period; or c) comparative information for any period before the earliest period presented in the summary financial statements. In all other respects, the summary financial statements comply with FRS Ernst & Young's unqualified opinion in relation to the summary financial statements is included in this report. 8.7 The summary financial statements do not include all disclosures provided in the audited full financial statements and thus cannot be expected to provide as complete an understanding as provided by the audited full financial statements. 8.8 The full financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice, incorporating New Zealand equivalents to International Financial Reporting Standards, as appropriate for profit-oriented entities for the years ended 31 March 2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March These full financial statements comply with International Financial Reporting Standards (IFRS). The Trust has made an explicit and unreserved statement of compliance with IFRS in its full financial statements. 8.9 The full financial statements were authorised for issue by AMP Services (NZ) Limited (as the manager of the Trust at the relevant time) on the following dates and unmodified audit opinions with no fundamental uncertainties or explanatory paragraphs were given by Ernst & Young: a) 31 March 2011: 17 August

116 b) 31 March 2012: 17 August 2012 c) 31 March 2013: 28 June 2013 d) 31 March 2014: 4 July 2014 e) 31 March 2015: 1 July A copy of the audited full financial statements is available, free of charge, from AMP Services (NZ) Limited Customer Services Centre, PO Box 55, AMP Centre, 29 Customs Street West, Auckland. 43

117 AMP PERSONAL UNIT TRUST SUMMARY STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 MARCH $000's $000's $000's $000's $000's INCOME Dividend and distribution income 1, ,256 2,168 2,741 Interest income Net gains on financial instruments at fair value through profit or loss 12,054 7,196 11,005 2,690 5,741 TOTAL INCOME 13,963 8,223 12,540 5,209 8,830 EXPENSES Audit fees Other assurance services provided by the auditor Management fees 1,540 1,457 1,428 1,522 1,624 Other expenses TOTAL EXPENSES 1,688 1,567 1,542 1,667 1,753 NET PROFIT BEFORE TAX 12,275 6,656 10,998 3,542 7,077 Tax expense NET PROFIT AFTER TAX 12,275 6,656 10,998 3,542 7,077 TOTAL COMPREHENSIVE INCOME FOR THE YEAR AFTER TAX 12,275 6,656 10,998 3,542 7,077 44

118 AMP PERSONAL UNIT TRUST SUMMARY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH $000's $000's $000's $000's $000's ASSETS Cash and cash equivalents 3,235 2,959 1,233 2, Financial assets at fair value through profit or loss 124, , , , ,958 Receivables ,253 1, TOTAL ASSETS 129, , , , ,238 LIABILITIES Financial liabilities at fair value through profit or loss Payables 1,054 1,034 1,296 1, TOTAL LIABILITIES 1,054 1,102 1,296 1,637 1,289 NET ASSETS ATTRIBUTABLE TO UNIT HOLDERS 128, , , , ,949 UNIT HOLDERS' FUNDS 128, , , , ,949 45

119 AMP PERSONAL UNIT TRUST SUMMARY STATEMENT OF MOVEMENTS IN UNIT HOLDERS' FUNDS FOR THE YEARS ENDED 31 MARCH $000's $000's $000's $000's $000's UNIT HOLDERS' FUNDS AT THE BEGINNING OF THE YEAR 118, , , , ,238 Total comprehensive income for the year 12,275 6,656 10,998 3,542 7,077 Contributions from Unit Holders 13,200 14,311 13,795 14,958 22,780 Redemptions by Unit Holders (16,194) (23,369) (29,709) (29,296) (43,146) UNIT HOLDERS' FUNDS AT THE END OF THE YEAR 128, , , , ,949 46

120 AMP PERSONAL UNIT TRUST SUMMARY STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31 MARCH $000's $000's $000's $000's $000's NET CASH INFLOW FROM OPERATING ACTIVITIES 3,182 10,899 14,939 15,908 18,538 NET CASH FLOW FROM INVESTING ACTIVITIES NET CASH OUTFLOW FROM FINANCING ACTIVITIES (2,906) (9,173) (15,971) (14,255) (20,366) 47

121 9 MINIMUM SUBSCRIPTION 9.1 The minimum amount that must be raised in respect of the Trust to provide for the matters set out in Clause 9 of Schedule 4 of the Securities Regulations 2009 is nil. 10 GUARANTORS 10.1 No person guarantees payment of any monies payable from the Trust. 11 ACQUISITION OF BUSINESS OR EQUITY SECURITIES 11.1 No business or equity securities of the kind to which clause 11 of Schedule 4 of the Securities Regulations 2009 applies have been acquired for the Trust in the two years preceding the Registration Date. 12 OPTIONS AND UNITS PAID UP OTHERWISE THAN IN CASH 12.1 No option to subscribe for units has been or is to be issued. No units have been paid up otherwise than in cash. 13 INTERESTED PERSONS 13.1 This part (part 13) of the Prospectus covers the following: Interested Persons Paragraph Trustee fee 13.2 Manager fee 13.6 Expense reimbursement Expenses related to investment management Other interests Directors and employees may hold units Trustee fee 13.2 The Trustee is responsible for carrying out the Trustee s functions as specified in the Trust Deed. The Trustee is entitled to a fee for undertaking those functions As at 1 December 2015, the Trustee fee is up to 0.1% p.a. plus GST of the Trust Fund. The Manager currently pays the Trustee fee. 48

122 13.4 The maximum Trustee fee is 0.5% per annum, plus GST, if any, of the relevant fund value. The fee may be increased up to that maximum by agreement between the Trustee and the Manager. The fee may only be increased above 0.5% (plus GST, if any) per annum of the relevant fund value by amendment to the Trust Deed in the manner set out in paragraph 6.71 of this Prospectus. There is no limit on the amount to which the fee may be increased in this manner The Trustee may provide trustee services to some of the underlying funds into which some of the Funds invest and may receive additional fees for those services. The additional fees which the Trustee receives for providing services with respect to underlying funds, as outlined above, are reflected in the relevant underlying fund s unit price and are not rebated to the Trust. Manager fee 13.6 The Manager is responsible for the management of the Trust as specified in the Trust Deed and paragraph 6.60 of this Prospectus The Manager is entitled in respect of each Fund to a fee for undertaking the Manager s services specified in the Trust Deed, not exceeding 5% (plus GST, if any) per annum of the fund value as determined by the Manager from time to time in respect of each Fund (with the maximum fee that can be paid to the Manager determined after making such allowance for tax as is required under the Trust Deed) As at 1 December 2015, the Manager fee (or Management Fee) consists of the annual management fee and administration fee. As at 1 December 2015, the Manager charges GST at the rate of 15% on 10% of the annual management fees charged. Inland Revenue is reviewing the portion of the management fees of unit trusts to be charged with GST and this may change in the future without notice. An amount equal to the amount of that GST will be payable to the Manager in addition to the fee stated. Part of the annual management fee is applied towards satisfaction of the Trustee fee, which is paid to the Trustee in its capacity as trustee of the Trust As at 1 December 2015 the Manager charges the following fees for each Fund: Fund Annual Management Fee Administration Fee Diversified Funds Select Income Fund Select Conservative Fund Dynamic Markets Conservative Fund Select Balanced Fund 1.20% p.a. 1.55% p.a. 1.55% p.a. 1.60% p.a. included in Annual Management Fee included in Annual Management Fee included in Annual Management Fee included in Annual Management Fee 49

123 Fund Dynamic Markets Balanced Fund Select Growth Fund Dynamic Markets Growth Fund Annual Management Fee 1.60% p.a. 1.65% p.a. 1.65% p.a. Administration Fee included in Annual Management Fee included in Annual Management Fee included in Annual Management Fee Single Sector Funds Select Cash Fund 0.65% p.a. included in Annual Management Fee OnePath NZ Cash Fund 0.45% p.a. 0.20% p.a. AMPCI NZ Fixed Interest Fund 0.60% p.a. 0.20% p.a. AMPCI NZ Fixed Interest Index Fund 0.55% p.a. 0.20% p.a. OnePath NZ Fixed Interest Fund 0.85% p.a. 0.20% p.a. State Street Global Fixed Interest Index Fund 0.50% p.a. 0.20% p.a. PIMCO Global Fixed Interest Fund 0.95% p.a. 0.20% p.a. Blackrock Global Fixed Interest Fund 1.00% p.a. 0.20% p.a. AMPCI NZ Shares Index Fund 0.55% p.a. 0.40% p.a. AMPCI NZ Shares Fund 0.85% p.a. 0.40% p.a. OnePath NZ Shares Fund 1.05% p.a. 0.40% p.a. State Street Global Shares Index Fund 0.50% p.a. 0.40% p.a. State Street Global Shares Index Hedged Fund 0.50% p.a. 0.40% p.a. FD International Share Fund 1 Value Fund 0.90% p.a. 0.40% p.a. FD International Share Fund 3 Growth Fund 0.90% p.a. 0.40% p.a The Manager is entitled to alter its fee in respect of any Fund, to a fee not exceeding 5% (plus GST) per annum of the relevant fund value as determined by the Manager from time to time 50

124 in respect of each Fund, after (in the case of an increase) giving at least one month s prior notice to all Unit holders holding units relating to that Fund The fee may only be increased above 5% (plus GST) per annum of the relevant fund value, by amendment to the Trust Deed in the manner set out in paragraph 6.71 of this Prospectus There is no limit on the amount to which the fee may be increased in this manner. Investors should contact AMP or their adviser for confirmation of the current fee for any Fund The custodian s fee and investment management fees payable to the fund managers of the underlying funds in which assets of the Funds are invested are met from the annual management fees However, those underlying fund managers will incur and may charge for or recover fees and expenses (including trustee fees, custodian fees, transaction costs, performance fees, accounting fees and audit costs, administration and other expenses reasonably incurred) and taxes. These expenses will be reflected in the underlying fund s unit price. Expense reimbursement The Manager and the Trustee are entitled to reimbursement of expenses incurred in respect of the Trust Fund as set out in paragraph These expenses may include fees charged to the Manager by third parties (including, amongst other things, certain costs of running the Trust, such as the costs of administering Unit holder registers, accounting, audit requirements and regulatory compliance costs, and the payment of custodian fees and expenses) The Manager has delegated the administration functions of the Trust to AMP Services as an administration manager for the Trust, and AMP Services charges costs for those services. AMP Services is a related company of the Manager. The Manager will pay out of the Manager s fee the administration manager s costs that relate to the functions that are covered by the Manager s fee. Costs charged by the administration manager to the Manager that relate to functions that are not covered by the Manager s fee will be recovered by the Manager out of the Trust as an expense of the Trust There is no limit upon the amount of these expenses. Any costs and expenses charged to a Fund will be reflected in the unit price of the Fund concerned and therefore will affect the relevant Fund s return. These costs and expenses are reported in the Trust s annual financial statements that are available at amp.co.nz. Expenses related to investment management AMP Capital, an associated person of the Manager and AMP Services, provides investment management services to the Manager in relation to the Trust. AMP Capital does not recover any part of its remuneration for its services from the Trust Fund as this is paid by the Manager (see paragraph above). Other interests A number of the Funds invest in underlying funds developed by AMP Investment Management (N.Z.) Limited (a wholly owned subsidiary of AMP Capital) and managed by AMP 51

125 Capital or a related company of AMP Capital, the Manager, and AMP Services, comprising various wholesale and retail unit trusts There have been periods in the two years preceding the date of delivery of this Prospectus for registration, and at the date of delivery of this Prospectus for registration, in which more than 10% of the Trust's assets have been invested in such funds. Directors and employees may hold units The directors and employees of AMP Services, the Manager, and the Trustee may from time to time hold units in the Trust. 14 MATERIAL CONTRACTS 14.1 On 31 July 2014 AMP Services and AMP Capital entered into an amendment to the Partnership Agreement dated 24 November 2011, as subsequently amended. The Manager became a party to the Partnership Agreement on 22 September 2015 (see paragraph 14.2(d)). The Partnership Agreement governs the investment management decisions made in respect of certain AMP group products, including the Trust. As at 1 December 2015, under the Partnership Agreement, AMP Capital provides advice and recommendations to the Manager about matters concerning the investment management of the Trust and the underlying wholesale unit trusts into which the Trust invests, including whether or not to add or remove an underlying fund manager and asset allocation decisions. The amendment updated the schedule of retail products that are permitted to invest in the portfolios covered by the Partnership Agreement The following material contracts were entered into in respect of the change of manager described in paragraph 6.12: a) The Manager, AMP Services, and the Trustee entered into a deed of retirement and appointment of manager dated 1 December 2015 under which AMP Services retired, and the Manager was appointed, as manager of the Trust. b) Immediately following the change of manager, the existing trust deed was amended and consolidated on 1 December 2015 by the Manager and the Trustee to reflect the change of manager and legislative and other developments since the trust deed was last amended. c) The Manager and AMP Services entered into a management services agreement dated 22 September That agreement sets out the key terms on which AMP Services provides various administration services, including unit pricing and registry services, in respect of the Trust and other managed funds that the Manager is the issuer of. The provisions of that agreement, as they apply to the Trust, took effect on 1 December d) The Manager, AMP Services, and AMP Capital entered into a novation dated 22 September 2015 of the Partnership Agreement under which the Manager became a party to the Partnership Agreement. The provisions of the novation that relate to the Trust took effect on 1 December

126 14.3 There have been no other material contracts (not being contracts entered into in the ordinary course of business) entered into in the two years preceding the Registration Date and 1 December PENDING PROCEEDINGS 15.1 There are no legal proceedings or arbitrations pending in respect of the Trust at the date of delivery for registration of this Prospectus. 16 ISSUE EXPENSES 16.1 The estimated amount of expenses of this issue (including legal, accounting, audit and printing expenses) that are payable by the Manager is $19,450 (before GST, if applicable) No issue expenses in the form of commissions are paid. 17 OTHER TERMS OF OFFER AND UNITS 17.1 All other terms of the offer of the Trust (other than terms implied by law) are set out in the Trust Deed, a copy of which is registered with the Registrar of Financial Service Providers and is available for public inspection as specified in Section 19 of this Prospectus. 18 FINANCIAL STATEMENTS AND AUDITOR S REPORT 18.1 A copy of the full financial statements for the Trust for the year ended 31 March 2015 that comply with the Financial Reporting Act 1993 were registered on 4 August The full financial statements were authorised for issue on 1 July The auditor's report in respect of those statements is dated 1 July 2015, and is not qualified in any respect and does not indicate any fundamental uncertainty The auditor's report required by Schedule 4 to the Securities Regulations 2009 is attached. 19 PLACES OF INSPECTION OF DOCUMENTS 19.1 The Trust Deed and amendments may be inspected at no cost at the offices of the Trustee and the Manager as follows during normal business hours: The New Zealand Guardian AMP Wealth Management Trust Company Limited New Zealand Limited Level 2 Level 21 AMP Centre Customhouse Quay 29 Customs Street West Wellington 6011 Auckland Any material contract(s) (referred to in Section 14 above) and the latest financial statements and annual report (if any) may be inspected at no cost at the office of the Manager as detailed 53

127 above during normal business hours. Copies of any such material contract may be obtained from the Manager upon payment of a reasonable fee Copies of any material contracts and the latest financial statements may be viewed on the Companies Office website at 20 OTHER MATERIAL MATTERS 20.1 This part (part 20) of the Prospectus covers the following: Other material matters Paragraph Tax 20.2 Risks Law changes Tax 20.2 Neither the Trustee nor the Manager accepts any responsibility for the taxation implications of Unit holders investing in the Trust. Tax legislation, its interpretation and the rates and bases of taxation are subject to change, and the application of tax laws depends on a Unit holder s individual circumstances. Unit holders are advised to consult their own professional tax advisers as to the tax consequences of investing in the Trust or any Fund The following is a general statement describing the Manager s understanding of New Zealand tax legislation as it affects the Trust and New Zealand-resident Unit holders as at 1 December Non-resident Unit holders should seek their own tax advice in applicable jurisdictions, including as to the tax treatment in those jurisdictions of payments or transfers to or from the Trust. Tax rules applying to the Trust 20.4 The Portfolio Investment Entity ( PIE ) tax rules came into effect on 1 October 2007 and the Trust elected into these rules from that date The PIE tax rules in the Income Tax Act determine the tax treatment of all income and expenses of the Trust. Generally, assets are taxed as described below. The Trust may be directly or indirectly invested in some or all of these: Asset Tax on capital gains/losses Tax on dividends and interest Fair Dividend Rate method New Zealand shares No Yes No Australian shares No Yes No Global shares No No Yes Cash, fixed interest, Yes Yes No 54

128 currency hedges* and other financial instruments Australian shares must be listed on an approved Australian Securities Exchange (ASX) index and meet certain other technical criteria. Global shares The Fair Dividend Rate (FDR) method calculates taxable income at 5% of the average daily opening market value of global share investments for the relevant tax year. * The FDR method is also applied to some currency hedges The PIE tax rules provide that all taxable income, deductible expenses and tax credits related to the Trust s investments must be attributed to Unit holders in proportion to their daily unit holdings in each Fund, with tax payable at each Unit holder s PIE tax rate PIE funds have restrictions on the percentage of units that any one investor and associated parties can hold in a PIE. The Manager has the power to refuse to accept, or may reject contributions if accepting such amounts would result in a breach of those PIE requirements. The Manager also has the ability to compulsorily withdraw a Unit holder's units and pay the proceeds to that Unit holder's nominated bank account to ensure the PIE requirements are met. Calculation of tax by the Trust under PIE legislation 20.8 The amount of tax payable by the Trust to Inland Revenue is the total of the tax liability of all Unit holders collectively Tax is calculated for each Unit holder, for each Fund, in each tax return period. Tax may be collected any time a Unit holder makes a withdrawal, transfers between accounts or switches between Funds. Where a Unit holder needs to pay tax in relation to a Fund, the tax will be collected by cancelling units, which the Unit holder holds in the Fund. The sell price will be used when cancelling units to pay PIE tax. The cancellation of any necessary units to meet the Unit holder s PIE tax liability per the calculation will be done at the end of the tax return period, or at the time of the switch, transfer, or withdrawal Where more New Zealand tax credits are attributed to a Unit holder with a 10.5%, 17.5% and 28% PIE tax rate than are required to meet the Unit holder s tax liability in a tax return period, or where a taxable loss is attributed to a Unit holder in a tax return period, the Trust will claim a rebate of tax from Inland Revenue on the Unit holder s behalf Where the Unit holder is owed a tax rebate in relation to a Fund, the rebate will be passed through to the Unit holder by issuing units in the Fund to the Unit holder (or paying it out to the Unit holder s bank account if the Unit holder has made a full withdrawal). The Manager also reserves the right to pay out tax rebates to the Unit holder s bank account rather than issuing units, where the Fund s Unit Value has been suspended, or where the Fund is in the process of being wound up The Trust s tax return period is generally 1 April to 31 March. On occasion the tax return period may differ, for example in response to changes in PIE tax rates. PIE Tax Rates 55

129 20.13 PIE tax rates (known as Prescribed Investor Rates or PIRs or Notified Investor Rates) are prescribed by the Income Tax Act 2007 and, for individuals, are based on each Unit holder s taxable income and attributed PIE income in the two tax years preceding the current tax year. The table below sets out the relevant eligibility criteria. PIE tax rate Eligibility criteria (as at 1 December 2015) 10.5% NZ tax resident Unit holders who provide their IRD number and who had in either of the 2 tax years immediately before the current tax year: $14,000 or less in taxable income (excluding PIE income); and $48,000 or less in taxable income and net attributed income from PIEs (i.e. after subtracting any attributed tax losses from PIEs). Testamentary trusts 17.5% NZ tax resident Unit holders who provide their IRD number and who had in either of the 2 tax years immediately before the current tax year: $48,000 or less in taxable income (excluding PIE income); and $70,000 or less in taxable income and net attributed income from PIEs (i.e. after subtracting any attributed tax losses from PIEs). Trusts by election (other than charities). 28% NZ tax resident Unit holders who do not meet the criteria for a 10.5% or 17.5% PIE tax rate 0% Charities Default tax rate for Unit holders who do not provide their IRD number to the Manager and/or do not elect a PIE tax rate. Non-resident Unit holders Trusts by election (other than charities). Companies Default rate for Trusts that have not elected a higher rate These entities must provide their IRD number When calculating a Unit holder s PIE tax rate, taxable income includes worldwide income, including where the Unit holder was not resident in New Zealand when that income was earned. If a newly-resident Unit holder chooses not to include their worldwide income when calculating their PIE tax rate, the PIE income must be included in an income tax return. Individual Unit holders 56

130 20.15 A Unit holder is responsible for providing their PIE tax rate for a particular tax return period to the Trust. A Unit holder cannot use 10.5% or 17.5% PIE tax rate unless they also provide their correct IRD number. The Manager will remind Unit holders to check their PIE tax rates annually. A Unit holder must notify the Manager as soon as practicable if their PIE tax rate changes If a Unit holder is eligible for a lower tax rate than that notified to the Manager, Inland Revenue will not refund excess tax paid If a Unit holder notifies a lower PIE tax rate to the Manager in error, or does not advise a change to a higher PIE tax rate, the Unit holder may be required to file an income tax return on the shortfall for the relevant tax year, and tax may be payable at the Unit holders marginal tax rate plus any interest and penalties. If a tax return is required to be filed, the Unit holder will receive a tax credit for tax paid by the Trust. 0% tax rate Unit holders A company must include its PIE attributed income in its income tax return. A charity is responsible for deciding whether the PIE attributed income should be included in a tax return. A trust with a PIE tax rate other than 28% must include its PIE attributed income in its tax return and if it is distributed as beneficiary income, the beneficiary must also include it in their tax return. Non-resident Unit holders The PIE tax rate for non-resident Unit holders in the Trust is 28%. PIE tax will be withheld on withdrawals by non-resident unit holders, in the same manner as detailed above. No further taxes will be deducted from amounts payable to non-resident Unit holders. Unit holder expenses Where fees and expenses are charged against each Fund, these fees will be allocated to each Unit holder based on the Unit holder s unit holdings and are deducted in calculating a Unit holder s PIE tax liability, where the Manager considers the fees or expenses are deductible Where an administration fee is charged directly to Unit holders, the Manager will deduct this fee when calculating each Unit holder's PIE tax liability, where the Manager considers the fee is deductible. Tax on withdrawals from the Trust All withdrawals from the Trust will be treated as redemptions of units. Withdrawals made from the Trust are not subject to further tax. Tax reporting to the Trust s Unit holders The Manager will provide each Unit holder with an annual tax statement for each tax year ended 31 March. The statement will be provided by the 31 May following the end of the tax year. The statement will include all the information prescribed by Inland Revenue, including information required by 0% tax rate Unit holders for their tax returns During the tax year the Manager will have estimated a Unit holder s tax liabilities each day, and will also have estimated those liabilities at the time of any withdrawal of some but not all 57

131 of the Unit holder s balance. The tax calculation in the annual tax statement is final and may differ from those estimates. Taxation Amount Taxation Amount is defined in the Trust Deed to mean (in relation to any person): Risks a) any tax payable by or on account of that person or in respect of that person s Units including any Portfolio Investment Entity tax; b) any withholding tax or similar amounts required to be withheld or deducted by the Manager or the Trustee in respect of a Unit holder All investments carry risk. There are risks associated with the Trust that could affect a Unit holder s ability to recover the amount of their investment or impact on the level of return It is important to note that events affecting investments cannot always be foreseen. The market volatility in recent years that has impacted on global and domestic markets has affected, and may continue to affect, the investment performance of some of the Funds The following is a summary of the material risks applying to the Trust that could impact on the level of return from a Unit holder s investment or the ability to recover the full amount of their investment in the Trust. Each investment sector has risks that are typical of that sector and which will apply to particular Funds. All or any of these risks can apply to the diversified funds This is not an exhaustive summary and it is recommended that investors seek advice from a financial adviser for further information. Investment Risk Investment risk is the risk of negative or lower than expected returns from the Funds. It is also possible that the returns for a particular Fund will be insufficient to meet its expenses Generally, the level of risk is related to the potential return from the investment. Lower risk investments such as cash and fixed interest (known as income assets ) typically provide more consistent yet lower returns. Higher risk investments such as commodities, infrastructure, property and shares (known as growth assets ) have the potential to fluctuate significantly in value with a greater possibility of a negative return. However, over the long term, higher risk investments are expected to deliver greater returns than lower risk investments The main risk of a Unit holder receiving less than they invested or lower returns than expected from the Fund(s) chosen is adverse market performance. Underlying assets held by the Funds will rise and fall in value and returns will (with exceptions), from time to time be negative. Depending on the length of time that a Unit holder has invested and market movements, it is possible that a Unit holder may receive less than their initial investment on withdrawal There are different types of risk (or a combination of risks) that contribute to investment risk. The examples that follow (which may be linked, for example a political event could cause a liquidity risk) are believed to be the most important in respect of the Trust as at 1 December

132 Market Risk Market risk is the risk that the value of investments may be affected by economic and regulatory conditions (including market sentiment, inflation, interest rates and employment), political events, environmental and technological issues, natural disaster, and consumer demand in both New Zealand and overseas, which could result in the loss of capital or returns being reduced. This risk affects all the Funds. Fund of Funds Risk Fund managers have their own approaches to picking which investments to buy or sell. There will be times when market conditions result in a particular style doing better than others and times when it does not do as well. These fund managers in turn invest into a range of underlying fund managers. By having a range of fund managers, the effects of a particular manager under-performing are lessened An underlying fund manager of a Fund may close its investment fund without notice or on limited notice, and this may result in investments being held in cash pending the replacement of the underlying fund manager. Similarly, an underlying fund manager may close its investment fund to new applications, resulting in investments also being held in cash. This risk may affect all the Funds. Credit Risk Credit risk is the risk that a borrower may default on their loan or is otherwise unable to meet their financial obligations. The impact of this will be a reduction in the level of returns or the full amount of the investment not being recovered. Funds with exposure to cash and fixed interest assets will be affected by credit risk. Most affected: Select Cash, OnePath NZ Cash, Select Income, AMPCI NZ Fixed Interest, AMPCI NZ Fixed Interest Index, OnePath NZ Fixed Interest, State Street Global Fixed Interest Index, PIMCO Global Fixed Interest, Blackrock Global Fixed Interest, Select Conservative, Dynamic Markets Conservative. Least affected: Select Growth, Dynamic Markets Growth Currency Risk Currency risk is the risk that movements in currency exchange rates may affect returns from international investments. The value of investments denominated in foreign currencies may fall if the New Zealand dollar strengthens against those currencies or rise if the New Zealand dollar weakens against those currencies. This risk affects all the Funds (other than the Select Cash Fund and OnePath NZ Cash Fund). Funds may have hedging which reduces their exposure to currency risk. Funds with greater exposure to assets denominated in foreign currencies will be more affected by currency risk. Most affected: 59

133 State Street Global Shares Index, FD International Share Fund 1 - Value, FD International Share Fund 3 - Growth Least affected: Select Conservative, Dynamic Markets Conservative See the tables below paragraph 6.6 for more details. Liquidity Risk Liquidity risk is the risk that an investment cannot be sold at the desired time at fair value. This may be caused, or contributed to, by one or more of the risks disclosed elsewhere in this section. It is generally accepted that real property has the highest liquidity risk while cash investments have the least liquidity risk. This risk affects all the Funds. Most affected: Select Growth, Dynamic Markets Growth Least affected: Select Cash, OnePath NZ Cash Counterparty Risk Counterparty risk is the risk that a party to a financial contract (including an investment contract) defaults or is otherwise unable to fulfil their obligations. If this occurs the full amount of the investment may not be recovered. This risk may affect all the Funds. Derivative Risk A derivative is a financial contract the value of which depends on the current or future value of underlying assets such as shares, bonds, currency or cash. Derivatives may be used for two main purposes: as a risk management tool (particularly in managing market and currency risk) or as an alternative to investing in physical assets by providing an exposure to an underlying investment which is similar to buying or selling the assets The performance of derivatives will vary depending on movements in underlying variables, such as interest and foreign exchange rates, and the amount of the derivative relative to underlying investments A high degree of leverage is typical for trading in derivative instruments. As a result, a relatively small price movement in any underlying security of a derivative contract may result in substantial gains or losses. This risk may affect all the Funds (other than the Select Cash Fund and OnePath NZ Cash Fund). Interest Rate Risk Interest rate risk is the risk that unexpected changes in interest rates may positively or negatively affect the value of and returns from cash and fixed interest investments. Funds with exposure to cash and fixed interest assets will be affected by interest rate risks. Most affected: 60

134 AMPCI NZ Fixed Interest, AMPCI NZ Fixed Interest Index, OnePath NZ Fixed Interest, State Street Global Fixed Interest Index, PIMCO Global Fixed Interest, Blackrock Global Fixed Interest, Select Conservative, Dynamic Markets Conservative, Select Cash, OnePath NZ Cash, Select Income Least affected: Select Growth, Dynamic Markets Growth Investment Sector Risk As indicated earlier, each investment sector has risks that are typical of that sector: a) Cash The main risk with cash is that inflation will erode value. Where cash assets included in a Fund are placed on bank deposit there is also a small risk of the bank defaulting, meaning that some or all of the cash may be lost. Funds with exposure to cash assets will be affected by this risk. Most affected: Select Cash, OnePath NZ Cash, Select Income, Select Conservative, Dynamic Markets Conservative Least affected: Select Growth, Dynamic Markets Growth b) Fixed Interest For any particular fixed interest security, changes to interest rates in the market affect its value and there is the risk of the borrower not making the interest payments and/or not repaying the loan. Funds with exposure to fixed interest assets will be affected by this risk. Most affected: AMPCI NZ Fixed Interest, AMPCI NZ Fixed Interest Index, OnePath NZ Fixed Interest, State Street Global Fixed Interest Index, PIMCO Global Fixed Interest, Blackrock Global Fixed Interest, Select Income, Select Cash, OnePath NZ Cash, Select Conservative, Dynamic Markets Conservative Least affected: Select Growth, Dynamic Markets Growth c) Property There is the possibility of financial loss occurring as the result of owning any real estate investment. The value of property investments may be affected by demand, location, the quality of the property, market conditions, opinion and the market for property investments. Funds with exposure to real property assets will be affected by this risk. Most affected: Select Growth, Dynamic Markets Growth Least affected: Select Conservative, Dynamic Markets Conservative d) Shares 61

135 The value of an individual share is influenced by many factors including the performance of the relevant company, market opinion and the economic performance of the country or sector. Funds with exposure to shares will be affected by this risk. Most affected: AMPCI NZ Shares Index, AMPCI NZ Shares, OnePath NZ Shares, State Street Global Shares Index, State Street Global Shares Index Hedged, FD International Share Fund 1 - Value, FD International Share Fund 3 - Growth, Select Growth, Dynamic Markets Growth Least affected: Select Conservative, Dynamic Markets Conservative Diversification One way to look to reduce investment risks is by holding a wide range of different assets. The diversified funds are (or will normally be) each indirectly invested across the range of investment sectors and a number of underlying fund managers to provide an exposure to global fixed interest, New Zealand fixed interest, global shares and New Zealand shares and property. The single sector funds individually invest only in a single investment sector but in a range of investments within that sector Within each sector there are many different assets held, so if a particular share does not perform, or a particular borrower has difficulty making their repayments, that does not necessarily put the entire investment at risk. Other Risks The value of a Unit holder s investment, and a Unit holder s ability to withdraw, may also be affected by some or all of the following risks. These risks may affect any of the Funds: Risk of administrative failures This is the risk of a technological or other failure or event affecting a Fund, or the financial markets in general. If that occurs, it may affect returns. Service Provider Risk Service provider risk is the risk that if any of the parties involved in the operation of the Funds (including the Trustee, the Manager, AMP Services, and from time to time underlying administration or fund managers) fail to perform their obligations, it could adversely affect Unit holders of the Funds. Risk of Losing PIE Tax Status Although the Trust comprises a number of Funds, it is structured as a single PIE for tax purposes. There is a risk in respect of the Trust that if it fails to satisfy PIE eligibility criteria, and that failure is not remedied within the period permitted under the Income Tax Act 2007, the Trust may lose PIE status. A loss of PIE status may lead to the Unit holders after tax return from their investment in the Trust being reduced. The Manager has implemented processes to monitor ongoing PIE eligibility compliance within the Trust, and there are a number of powers available to proactively manage this risk. Trust Liquidity Risk 62

136 20.51 Trust liquidity risk is the risk that the Trust cannot meet payments on time and arises where there is a mismatch between the maturity profile of investments and the amounts required to meet withdrawal requests. Suspension of payments risk Subject to the requirements of the Trust Deed, as outlined in paragraphs 6.76 and 6.77, the Manager may determine at any time that to allow a withdrawal or a switch between Funds would not be practical or feasible. The Manager may then defer processing withdrawal or switch requests. Such a deferral may only exceed 90 days if the Trustee has given its prior approval. Such delays may occur, for example, following the end of an income tax period, while the Manager finalises its tax calculations for the Trust The managers and/or trustees of the underlying funds into which any Fund invests may suspend or defer giving effect to withdrawal requests in certain circumstances (and for an indefinite period of time in some cases). This may in turn restrict a Unit Holder s ability to withdraw from the Trust (or switch between Funds). For more information on suspension or deferral of withdrawals from the underlying investment funds, please contact the Manager. Insolvency risk Insolvency risk is the risk of the Trust becoming insolvent and being placed into receivership, liquidation or statutory management or being otherwise unable to meet its financial obligations. If this occurs, Unit holders may not recover the full amount of their interest in the Trust. Regulatory risk Regulatory risk is the risk that investments made through the Funds are exposed to the risk of future changes to tax, securities or other legislation that could affect the operation of the Funds or the returns available to investors. Borrowing Risk Subject to certain conditions, the Trustee must borrow if directed by the Manager to do so. As at 1 December 2015, there is no borrowing and no intention of borrowing except to provide liquidity for the repayment or redemption of any units from time to time. Where borrowing has occurred in relation to the Trust, the lender will have the right to demand payment from the Trust. Single Trust Fund Risk Despite the Trustee and Manager having established separate Funds within the Trust, the assets of the Trust comprise a single trust fund as at 1 December This means that although all liabilities incurred in relation to a Fund must be met in the first instance from the assets held for that Fund, in the unlikely event that the assets attributable to a particular Fund are insufficient to meet the liabilities attributable to that Fund, the assets of any other Fund may be called on to meet those liabilities (in such equitable manner as the Manager with the approval of the Trustee sees fit) Despite the assets of the Trust comprising one single trust fund, the Manager keeps separate records for each Fund. Law Changes 63

137 20.60 A number of aspects of the Trust described in this Prospectus reflect the terms of the Unit Trusts Act 1960, the Securities Act 1978 and the Income Tax Act 2007, as at 1 December Certain aspects of the legislation such as the tax treatment of investment income may change from time to time An example of this is the Financial Markets Conduct Act, for more detail see paragraph If legislation changes, the Manager and the Trustee will cooperate to make such amendments to the Trust Deed, and such other changes to the administration of the Trust, as they may consider necessary or desirable in light of those changes Except as set out in this Prospectus there are no other material matters relating to the Trust. 21 MANAGER S STATEMENT 21.1 After due inquiry we, the directors of the Manager, are of the opinion that: The value of the assets of the Trust relative to its liabilities (including contingent liabilities); and The ability of the Trust to pay its debts as they become due in the normal course of business, has not materially and adversely changed during the period between the date of the latest financial statements referred to in this Prospectus and the Registration Date. 22 UNIT TRUSTEE S STATEMENT 22.1 The Trustee's statement in respect of the Trust is attached. 23 TRADING SECURITIES ON SECURITIES MARKETS 23.1 The units of the Trust have not been approved for trading on a licensed market. It is not intended that the units in any Fund or in the Trust be listed on the New Zealand Stock Exchange. SIGNED by AMP SERVICES (NZ) LIMITED by each of its directors or by their agents authorised in writing as Issuer:* Gregory Paul Bird** Anthony George Regan 64

138 Thérèse Mary Singleton Simon John Hoole Elaine Jennifer Campbell * AMP Services (NZ) Limited was the manager of the Trust as at the Registration Date. As described in paragraph 6.12, with effect from 1 December 2015, AMP Wealth Management New Zealand Limited is the manager of the Trust. ** Gregory Paul Bird resigned as a director of AMP Services (NZ) Limited and AMP Wealth Management New Zealand Limited on 2 October

139

140

141