AMP CAPITAL FUNDS, SICAV

Transcription

1 VISA 2017/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier AMP CAPITAL FUNDS, SICAV Prospectus March 2017 An open-ended umbrella investment fund established under the laws of the Grand Duchy of Luxembourg

2 CONTENTS 1. Important information 2. Directory 3. The SICAV and its Shares 4. Dealing information 5. Net asset value 6. Investment restrictions 7. Investment risks 8. The SICAV - Management and administration 9. Reports and information 10. Taxation considerations Appendix A: Fund details Appendix B: Notice to investors in Germany

3 1. IMPORTANT INFORMATION The AMP Capital Funds, SICAV ( SICAV ) is an investment company organised under the laws of the Grand Duchy of Luxembourg as a Société d'investissement à Capital Variable and subject to Part I of the law of 17 December 2010 on undertakings for collective investments, as may be amended from time to time (the 2010 Law ). The SICAV is offering and issuing Shares ( Shares ) in one or more of its separate funds ( Funds ) on the basis of the information contained in this Prospectus (including Appendix A and any other Appendix) and the documents referred to herein as well as the Articles of Association of the SICAV ( Articles ). The Shares to be issued hereunder may be of several different classes which relate to several separate Funds of the SICAV. Shares in the different Funds may be issued, redeemed and converted at prices computed on the basis of the net asset value per Share of the relevant Fund or class, as defined in the Articles of Association of the SICAV, as may be amended from time to time. In accordance with the Articles, the Board of Directors of the SICAV may issue Shares in each Fund. A separate portfolio of assets is maintained for each Fund and is invested in accordance with the investment objectives applicable to the relevant Fund in Appendix A. The Board of Directors may, at any time, create additional Funds, whose investment objectives may differ from those of the Funds then existing. Upon creation of new Funds, the Prospectus will be updated accordingly. A Key Investor Information Document ( KIID ) is available for each Share class of the Funds. In addition to summarising important information in this Prospectus, the KIID contains information on the historical performance for each Share class of the Funds. The KIID is a pre-contractual document, which provides information on the risk and reward profile of the relevant Fund, including appropriate guidance and warnings in relation to the risks associated with investment in the Fund and includes a synthetic risk and reward indicator in the form of a numerical scale, which ranks risks associated with investment on a scale of one to seven. UCITS (Undertakings for Collective Investment in Transferable Securities) are investment funds that have been established in accordance with the UCITS Directive 2009/65/EC, as amended. Please note that in accordance with the UCITS Directive if you are an investor who invests directly in the SICAV in your own name and behalf, you must be in receipt of the most up-to-date version of the relevant KIID before placing your subscription and/or switch of Shares; otherwise, the relevant transaction may be delayed or rejected. The KIID is available from AMP Capital s website at and MDO Management Company s website at The Articles give powers to the Board of Directors of the SICAV to impose such restrictions as they may think necessary for the purpose of ensuring that no Shares in the SICAV are acquired or held by any individual or corporation, company, trust, partnership, estate, unincorporated association or other legal entity ( Person ) in breach of the law or the requirements of any country or governmental authority or by any Person in circumstances which in the opinion of the Board of Directors might result in the SICAV incurring any liability or taxation or suffering any other disadvantage which the SICAV may not otherwise have incurred or suffered. The SICAV may compulsorily redeem all Shares held by any such Person. The value of the Shares may fall as well as rise and a Shareholder, on transfer or redemption of Shares, may not get back the amount initially invested. Income from the Shares may fluctuate in money terms and changes in rates of exchange may cause the value of Shares to go up or down. The levels and basis of, and reliefs from, taxation may change. There can be no assurance that the investment objectives of the SICAV and each Fund will be achieved. Investors should inform themselves and should take appropriate advice on the legal requirements as to possible tax consequences, foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, or domicile and which might be relevant to the subscription, purchase, holding, switching, redemption or disposal of the Shares of the SICAV. No Person is authorised to give any information or to make any representations concerning the SICAV other than as contained in the Prospectus and in related documents, and any purchase made by any Person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in the Prospectus shall be solely at the risk of the purchaser. Neither the delivery of the Prospectus nor the offer, sale or issue of Shares shall under any circumstances constitute a representation that the information given in the Prospectus is correct at any time. An amendment or updated Prospectus shall be provided, if necessary, to reflect material changes to the information. The distribution of the Prospectus is not authorised unless it is accompanied by the most recent annual and semi-annual reports of the SICAV, if any. Such reports are deemed to be an integral part of the Prospectus. Further copies of this Prospectus may be downloaded from the website of MDO Management Company S.A. The Board of Directors has taken all reasonable care to ensure that the facts are true and accurate in all material respects and that there are no material facts the omission of which would make any statement misleading, whether of fact or opinion. The Board of Directors accepts responsibility accordingly. This Prospectus may be translated into other languages. In such cases, the translation shall be as close as possible to a direct translation from the English text and any changes shall be only as necessary to comply with the requirements of the regulatory authorities of other jurisdictions. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail to the extent permitted by the applicable laws or regulations, and all disputes as to the terms shall be governed by, and construed in accordance with, the laws of Luxembourg. AMP Capital Funds, SICAV Prospectus 3

4 Selling restrictions None of the Shares have been or will be registered under the United States Securities Act of 1933, as amended (the 1933 Act ), or registered or qualified under applicable state statutes, and none of the Shares may be offered or sold, directly or indirectly, in the United States of America or in any of its territories or possessions (the United States ) or to any US Person (as defined herein) except in a transaction which is exempt from registration under the 1933 Act and such applicable state statutes and subject to the limitations discussed below. The SICAV may, at its discretion, sell Shares to a limited number of Accredited Investors (as defined in Rule 501(a) of Regulation D under the 1933 Act) and subject to the condition that any such Accredited Investors provide such representations, warranties or documentation as may be required by the SICAV for it to determine that the sale of Shares to any such Accredited Investor is exempt from registration under the securities laws of the United States, including, but not limited to, the 1933 Act, or applicable state statutes, and that in any event there will be no adverse tax consequences to the SICAV or to Shareholders as a result of such sale. The SICAV has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the 1940 Act ), and investors will not be entitled to the benefits and protections of the 1940 Act. The SICAV will not knowingly offer or sell Shares to any investor to whom such offer or sale would be unlawful, or might result in the SICAV incurring any liability to taxation or suffering any other pecuniary disadvantages which the SICAV might not otherwise incur or suffer or would result in the SICAV being required to register under the 1940 Act. Shares may not be held by any person in breach of the law or requirements of any country or governmental authority including, without limitation, exchange control regulations. Each investor must represent and warrant to the SICAV that, amongst other things, he is able to acquire Shares without violating applicable laws. Power is reserved in the Articles to reject subscriptions for any reason or to compulsorily redeem any Shares held directly or beneficially in contravention of these prohibitions. The distribution of the Prospectus and the offering of the Shares may be restricted in certain jurisdictions. The Prospectus does not constitute an offer or solicitation in a jurisdiction where to do so is unlawful or where the making of the offer or solicitation is not qualified to do so or where a Person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any Person in possession of the Prospectus and of any Person wishing to apply for Shares to inform himself or herself of and to observe all applicable laws and regulations of relevant jurisdictions. A Country Supplement ("Country Supplement") may be distributed in certain jurisdictions together with this Prospectus that contains important information about the offer of the Funds in such jurisdictions as required by local laws. Throughout this Prospectus a US Person means: i. any natural person resident in the United States ii. any partnership or corporation organised or incorporated under the laws of the United States iii. any estate of which any executor or administrator is a US Person iv. any trust of which any trustee is a US Person v. any agency or branch of a non-u.s. entity located in the United States vi. any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person vii. any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States, and viii. any partnership or corporation if: (A) organised or incorporated under the laws of any jurisdiction other than the United States; and (B) formed by a US Person principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, as amended (the Securities Act ), unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501 (a) under the Securities Act) who are not natural persons, estates or trusts, and, to the extent such definition is broader, the meaning prescribed under the United States Internal Revenue Code and its implementing regulations, as modified from time to time. 4 AMP Capital Funds, SICAV Prospectus

5 2. DIRECTORY Board of Directors of the SICAV Chairman Members The SICAV (Registered office) Management Company Depositary Bank, Paying and Domiciliary Agent Investment Manager Global Distributor Independent Auditor Llewellyn Jenkins Llewellyn Jenkins John Li John Sutherland , route d Arlon L-1150 Luxembourg Grand Duchy of Luxembourg MDO Management Company S.A. 19, rue de Bitbourg L-1273, Luxembourg Grand Duchy of Luxembourg Mitsubishi UFJ Investor Services & Banking (Luxembourg) S.A , route d Arlon L-1150 Luxembourg Grand Duchy of Luxembourg AMP Capital Investors Limited 50 Bridge Street Sydney NSW 2000 Australia AMP Capital Investors Limited 50 Bridge Street Sydney NSW 2000 Australia Ernst & Young SA 35E avenue John F Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg Legal Adviser Loyens & Loeff Luxembourg S.à r.l , rue Edward Steichen L-2540 Luxembourg Grand Duchy of Luxembourg AMP Capital Funds, SICAV Prospectus 5

6 3. THE SICAV AND ITS SHARES Investment objective of the SICAV The investment objective of the SICAV is to manage the assets of each Fund for the benefit of its Shareholders within the limits set forth in the section Investment restrictions" and in Appendix A. To achieve the investment objective, the assets of the SICAV will be invested in transferable securities or other assets permitted by the 2010 Law. The investments within each Fund are subject to market fluctuations and to the risks inherent in all investments; accordingly, no assurance can be given that the investment objective will be achieved. The investment policies and structure applicable to the various Funds created by the Board of Directors are described in this Prospectus and Appendix A. Types of Shares The SICAV may issue Shares of different classes reflecting the various Funds. Within a Fund, classes of Shares may be defined to correspond to: i. a specific distribution policy, such as entitling to distributions or not entitling to distributions ii. a specific subscription and redemption fee structure iii. a specific management or advisory fee structure iv. a specific distribution fee structure v. a specific currency or currency hedged structure, and/or vi. any other specific features applicable to one class. The register of Shareholders will be kept by the Registrar and Transfer Agent according to Luxembourg laws. The inscription of the Shareholder's name in the register of Shareholders evidences his or her right of ownership of the Shares. No share certificates will be delivered to registered Shareholders. All Shares must be fully paid-up; they are of no par value and carry no preferential or pre-emptive rights. Each Share of the SICAV, whichever Fund it is in, is entitled to one vote at any general meeting of Shareholders, in compliance with applicable Luxembourg laws and regulations and the Articles. A redemption request which would reduce the value at such time of any holding to below the minimum subscription requirement may be treated as a request to redeem the whole of the shareholding. The Board of Directors may waive the minimum amounts for initial subscriptions and ongoing balances at its sole discretion. 6 AMP Capital Funds, SICAV Prospectus

7 Characteristics of Share classes available At the time of issue of this Prospectus, Shares may be offered for the Funds in the following Share classes. SHARE CLASS CURRENCY AVAILABLE TO INVESTORS DISTRIBUTION POLICY MINIMUM INITIAL SUBSCRIPTION AND BALANCE MINIMUM SUBSEQUENT SUBSCRIPTION A USD Wholesale/Retail Accumulation or monthly distribution USD100,000 USD10,000 A EUR Wholesale/Retail Accumulation or monthly distribution EUR100,000 EUR10,000 I USD Institutional Accumulation USD500,000 USD100,000 I EUR Institutional Accumulation EUR500,000 EUR100,000 I EUR Hedged Institutional Accumulation or monthly distribution EUR500,000 EUR100,000 I GBP Institutional Accumulation GBP500,000 GBP100,000 I GBP Hedged Institutional Accumulation or monthly distribution GBP500,000 GBP100,000 Z USD Institutional 1 Accumulation USD10 million USD100,000 Z EUR Institutional 1 Accumulation EUR10 million EUR100,000 Z GBP Institutional 1 Accumulation GBP10 million GBP100,000 Z AUD Institutional 1 Accumulation AUD10 million AUD100,000 A Shares Refer to the table above Characteristics of Share classes available. I Shares Refer to the table above Characteristics of Share classes available. Z Shares Z Shares will not bear Investment Manager fees. As described in the table above Characteristics of Share classes available, Z Shares are available for certain categories of investors. See Appendix A for details on the Funds, including specific investment objectives and policies. 1. Investors: (i) who, at the time of subscription, are clients of AMP Capital Investors Limited with an agreement covering the charging structure relevant to the investors investments in such Shares; and (ii) who are institutional investors, as may be defined from time to time by the guidelines or recommendations issued by the CSSF. AMP Capital Funds, SICAV Prospectus 7

8 Charges to investors Subscription Fee Investors may be charged a Subscription Fee of up to 5% of the applicable net asset value per Share in any Fund provided Appendix A does not exclude or limit the Subscription Fee for shares of a particular Fund or a Share class. The Subscription Fee may be charged by Sub-Distributors or independent distributors, at their absolute discretion. It does not accrue to the SICAV. Redemption Fee A Redemption Fee may be charged for the redemption of Shares from any of the Funds in the SICAV. See Appendix A for more information. Switching Fee A Switching Fee may be charged for switching Shares from one Fund to another Fund and, where applicable, between classes of Shares in the SICAV. See Appendix A for more information. Anti-dilution levy A Fund may impose an anti-dilution levy to cover dealing and other costs and to preserve the value of underlying assets of a Fund in the event of receipt of daily subscriptions or redemptions, including as a result of requests for switching from one Fund into another Fund, that exceed a predetermined threshold. The threshold will be a percentage of the net assets of the Fund as determined from time to time by the Board of Directors based on objective criteria. An anti-dilution levy will be added to the price at which Shares will be issued in the case of subscriptions of a Fund and deducted from the price at which Shares will be redeemed in the case of redemptions of a Fund. The anti-dilution levy will be determined by the Investment Manager and subsequently agreed by the Board of Directors. Such adjustment may vary from Fund to Fund and will not exceed 2% of the original net asset value per Share. The anti-dilution levy applicable to a specific Fund is available on request from the SICAV at its registered office. Any such levy will be for the account of the relevant Fund and the Board of Directors reserves the right to waive an anti-dilution levy at any time. The levy is intended to protect existing and continuing Shareholders against the dilution of the value of their investment in the Fund and to preserve the value of the underlying assets of the relevant Fund. Other fees and charges In certain jurisdictions, where subscriptions, redemptions and switches are made through a third-party agent or a bank, additional fees and charges may be imposed on local investors by that agent or bank. Investors should check with their agent or bank for any additional fees and charges. Such fees and charges do not accrue to the SICAV. Distribution policy For distribution Shares, distributions may be made out of the net assets of a Fund only if, as a result, the net asset value of the SICAV remains above the equivalent in USD of EUR1,250,000. Distribution Shares may have a target distribution rate made up of an income component and, in some instances, a capital component. Distributions not claimed within five (5) years of their due date will lapse and revert to the relevant class of Shares within the relevant Fund. No interest shall be paid on a distribution declared by the SICAV and kept by it at the disposal of its beneficiary. See Appendix A for more information on the Funds. The SICAV may request that a Shareholder accepts a distribution in kind of securities, i.e. receives a portfolio of securities from the Fund equivalent in value to the distributed amount. The Shareholder is free to refuse the distribution in kind. Where the Shareholder agrees to accept a distribution in kind it will receive a selection of the Fund s holdings having due regard to the principle of equal treatment to all Shareholders. The value of the distribution in kind will be certified by delivery of a valuation report from the auditor of the SICAV, to the extent required by Luxembourg law. Any costs incurred in connection with a distribution in kind of securities shall be borne by the Shareholder. 8 AMP Capital Funds, SICAV Prospectus

9 4. DEALING INFORMATION Subscriptions Subscription price Investors whose subscriptions are accepted will be issued Shares based on the net asset value per Share determined as at the applicable Valuation Day and subject to such dealing charges and/or commissions as set out in Charges to Investors in section 3, provided that the subscription is received by the Registrar and Transfer Agent before the cut-off times for each Fund, otherwise the subscriptions will be dealt with on the following Valuation Day. A Valuation Day is each time on a Business Day that the net asset value of the SICAV, a Fund or a class of Shares is determined. The Valuation Day is defined for each Fund in Appendix A. A Business Day means a day other than a Saturday, Sunday or bank or public holiday on which banks are open for business in Luxembourg. No Shares in the Funds will be issued during any period when the calculation of the net asset value per Share in the Funds is suspended by the SICAV, pursuant to Article 12 of the Articles. If dealings in Shares have been suspended, the subscription will be dealt with on the first Valuation Day following the end of the suspension period, unless the relevant subscription is withdrawn in the meantime. Cut-off times Subscriptions received by the Registrar and Transfer Agent no later than 1pm, Luxembourg time, on a Valuation Day will be dealt with on that Valuation Day. Subscriptions received after 1pm, Luxembourg time, on a Valuation Day will be dealt with on the next Valuation Day. Payment for subscriptions Payment for subscriptions must normally be made in the currency of the Share class to which they relate by the cut-off time three (3) Business Days after the applicable Valuation Day. If subscribed Shares are not paid for within the defined period, the SICAV may cancel their issue while retaining the right to claim the Subscription Fees and commissions. If the payment is made in a currency different from the currency of the relevant class of Shares, any currency switching cost shall be borne by the subscriber. The SICAV may agree to issue Shares in consideration for a contribution in kind of securities, in compliance with the Luxembourg laws and regulations, in particular the obligation to deliver a valuation report from the auditor of the SICAV and provided that such securities comply with the investment policy and restrictions of the relevant Fund. Any costs incurred in connection with a contribution in kind of securities shall be borne by the subscriber. Subscription forms Subscription forms are available from the SICAV, the Global Distributor, Sub-Distributors or local intermediaries in certain jurisdictions. Originals of each completed and signed subscription form, if any, are to be sent by post to the Registrar and Transfer Agent. Investors whose subscriptions are accepted will be allotted Shares issued on the basis of the net asset value per Share determined on the applicable Valuation Day. The subscription form for Shares or other documentation satisfactory to the SICAV or an agent needs to indicate that the investor is not a US Person or a nominee. Should the subscription forms be received by an agent of the SICAV, the agent will forward the forms to the Registrar and Transfer Agent on the date received. The agent is not permitted to withhold subscriptions with the aim of benefiting from a price change or otherwise. Relevant information may also be set out in each Country Supplement. Confirmation notices will be sent to Shareholders on the next Business Day after the net asset value is available as at the applicable Valuation Day and the subscription is accepted. The SICAV reserves the right to reject any subscription in whole or in part, in which case subscription monies paid, or the balance, will be returned to the applicant as soon as practicable. The SICAV also reserves the right to suspend at any time the issue of Shares in one, several or all classes of a Fund. Pursuant to Luxembourg laws on anti-money laundering, subscription requests must include or be accompanied by evidence that the subscriber is an authorised subscriber and has complied with its professional obligations under anti-money laundering legislation. An applicant s subscription document will not be considered complete, and the applicant will not be considered a Shareholder, regardless of whether it has already wired funds, until all the documentation required under the Luxembourg laws against anti-money laundering, and additional documentation as may be requested by the SICAV (or an agent), is received by the SICAV or the agent. Moreover, no funds may be transferred from banks not subject to an identification procedure equal to the one required by applicable Luxembourg laws and regulations. Subscriptions may be temporarily suspended until funds have been correctly identified. It is generally admitted that professionals of the financial sector residing in countries adhering to the conclusions of the Financial Action Task Force (FATF) are considered as being subject to an identification procedure equal to the one required by Luxembourg laws and regulations. AMP Capital Funds, SICAV Prospectus 9

10 Switches Shareholders are entitled, subject to the provisions specified and subject to any limitations set out in Appendix A in relation to one or more Funds, to switch all or some of their Shares of one class into Shares of another class of the same Fund or of a different Fund. Shares may be tendered for switching on any Valuation Day. In switching Shares from one class of Shares to another class of Shares, the Shareholder must meet the applicable minimum initial investment requirements of the Shares or Fund. No switching of Shares will be effected until a request for switching of Shares has been received by the Registrar and Transfer Agent from the Shareholder. If, as a result of any request for switching, the value of Shares held by any Shareholder in a class of Shares would fall below the minimum value, the SICAV may treat the request as a request to convert the entire shareholding of the Shareholder in that class. The rate at which Shares of any class shall be switched will be determined based on the respective net asset values of the relevant classes, calculated as at the Valuation Day on which the documents are received and subject to such dealing charges and/or commissions as set out in Charges to Investors in section 3, provided that the request for switching is received by the Registrar and Transfer Agent or another agent before the cut-off time for each Fund, otherwise the requests will be dealt with on the following Valuation Day. The Board of Directors may deduct an anti-dilution levy on the switching of Shares from a class of one Fund to the class of another Fund of an amount that the Investment Manager considers represents an appropriate figure to cover dealing and other costs and to preserve the value of the underlying assets of the Funds when there are net subscriptions into the new class and/or net redemptions out of the original class. Any such levy will be retained for the benefit of the relevant Fund(s) and the Board of Directors reserves the right to waive such charge at any time. In any case the dilution levy charged in total to the investors will not exceed 2% of the total amount switched. Shares in any class will not be switched in circumstances where the calculation of the net asset value per Share in the class is suspended by the SICAV pursuant to Article 12 of the Articles. If dealings in Shares have been suspended, the request for switching will be dealt with on the first Valuation Day following the end of such suspension period, unless the request for switching has been withdrawn in the meantime. If on any Valuation Day, requests for switching relate to more than 10% of the Shares on issue in a specific Fund, then part or all of the requests for switching in excess of 10% may be deferred proportionally for a period considered to be in the best interests of the Fund. On the next Valuation Day, these switching requests will be met in priority to later requests. Shareholders who have submitted a switching request affected by this resolution will be notified by the SICAV. All terms and notices regarding the redemption of Shares shall equally apply to the switching of Shares. Confirmation notices will be sent to Shareholders on the next Business Day after the net asset value is available as at the applicable Valuation Day, together with the balance resulting from the switching, if any. Cut-off times Switch requests received by the Registrar and Transfer Agent no later than 1pm, Luxembourg time, on a Valuation Day will be dealt with on that Valuation Day. Switch requests received after 1pm, Luxembourg time, on a Valuation Day will be dealt with on the next Valuation Day. Redemptions Redemption price Each Shareholder may at any time request the SICAV to redeem on any Valuation Day all or any of the Shares held in any of the classes of Shares. The redemption price shall be equal to the net asset value per Share on the relevant Valuation Day, and subject to such dealing charges and/or commissions as set out in Charges to Investors in Section 3, and shall normally be paid within five (5) Business Days after the applicable Valuation Day. The redemption price may be higher or lower than the price paid at the time of subscription. Shares in any class of Shares will not be redeemed if the calculation of the net asset value per Share in the class of Shares or Fund is suspended by the SICAV according to Article 12 of the Articles. Notice of any suspension shall be given to every Shareholder who has made a redemption request and has been affected. If dealings in Shares have been suspended, the redemption request will be dealt with on the first Valuation Day following the end of the suspension period, unless the redemption request has been withdrawn in the meantime. Cut-off times Redemption requests received by the Registrar and Transfer Agent no later than 1pm, Luxembourg time, on a Valuation Day will be dealt with on that Valuation Day. Redemption requests received after 1pm, Luxembourg time, on a Valuation Day will be dealt with on the next Valuation Day. 10 AMP Capital Funds, SICAV Prospectus

11 Redemption requests Shareholders may send a redemption request to the Registrar and Transfer Agent or to their agent. Should a redemption request be received by an agent of the SICAV, the agent will forward requests to the Registrar and Transfer Agent. As described under Cut-off times above, only the time when the Registrar and Transfer Agent receives the redemption request is relevant to determine the Valuation Day of the redemption request. The agent is not permitted to withhold redemption requests with the aim of benefiting from a price change or otherwise. Redemption requests should contain the following information: the identity and address of the Shareholder requesting the redemption the number of Shares or value to be redeemed the relevant class of Shares and/or Fund the Fund name or identifier the name in which the Shares are registered, and details of the bank account of the Person, other than a third party, to whom payment should be made. Payment of redemptions Redemptions shall normally be paid within five (5) Business Days after the applicable Valuation Day. Payment will be made by transfer bank order to an account indicated by the Shareholder, at the Shareholder s expense and risk. Payment of the redemption price will automatically be made in the currency of the relevant class of Shares, except if instructions to the contrary are received from the Shareholder. In that case, payment may be made in any freely convertible currency and any currency conversion cost shall be deducted from the amount payable. If, as a result of any request for redemption, the value of Shares held by any Shareholder in a class of Shares would fall below the minimum value, the SICAV may treat the request as a request to redeem the entire shareholding. If on any Valuation Day, redemption requests relate to more than 10% of the Shares on issue in a specific Fund, then part or all of the requests for redemptions in excess of 10% may be deferred proportionally to the next Valuation Day. On the next Valuation Day, these redemption requests will be met in priority to later requests. Shareholders who have submitted a redemption request affected by this resolution will be notified by the SICAV. The SICAV may request that a Shareholder accepts a redemption in kind of securities, i.e. receives a portfolio of securities from the Fund equivalent in value to the redemption proceeds. The Shareholder is free to refuse the redemption in kind. Where the Shareholder agrees to accept a redemption in kind it will receive a selection of the Fund s holdings having due regard to the principle of equal treatment to all Shareholders. The SICAV may also, at its sole discretion, accept redemption in kind requests from Shareholders. The value of the redemption in kind will be certified by a valuation report from the auditor of the SICAV, to the extent required by Luxembourg law. Any costs incurred in connection with a redemption in kind of securities shall be borne by the Shareholder. Article 10 of the Articles contains provisions enabling the SICAV to compulsorily redeem Shares held by US Persons (see also the sections Important information and Taxation Considerations ). Publishing Share prices The net asset value per Share of each class within each Fund may be obtained during business hours at the registered office of the SICAV, and the Depositary Bank, Paying and Domiciliary Agent. The net asset value per share will also be made available through the AMP Capital website at and may be published in leading financial publications and on websites worldwide. Other important dealing information Market timing and frequent trading policy The SICAV does not knowingly allow dealing activity which is associated with market timing or frequent trading practices, as such practices may adversely affect the interests of all Shareholders. For the purposes of this section, market timing is held to mean subscriptions into, switches between or redemptions from the various Share classes (whether such acts are performed singly or severally at any time by one or several persons) that seek or could reasonably be considered to appear to seek profits through arbitrage or market timing opportunities. Frequent trading is held to mean subscriptions into, switches between or redemptions from the various Share classes (whether such acts are performed singly or severally at any time by one or several persons) that by virtue of their frequency or size cause any Fund s expenses to increase to an extent that could reasonably be considered detrimental to the interests of the Fund s other Shareholders. Accordingly, the Board of Directors may, whenever they deem it appropriate, implement either one, or both, of the following measures: The SICAV may combine Shares which are under common ownership or control for the purposes of ascertaining whether an individual or a group of individuals can be deemed to be involved in market timing practices. Accordingly, the Board of Directors reserve the right to cause the SICAV to reject any application for switching and/or subscription of Shares from investors whom the former considers market timers or frequent traders. If a Fund is primarily invested in markets which are closed for business other than ordinary holidays at the time the Fund is valued, the Board of Directors may, during periods of market volatility, and by derogation from the provisions below, under Calculating net asset value, cause the SICAV to allow for the net asset value per Share to be adjusted to reflect more accurately the fair value of the Fund s investments at the point of valuation. AMP Capital Funds, SICAV Prospectus 11

12 In practice, the securities of Funds investing in non-european markets are usually valued on the basis of the last available price at the time when the net asset value per Share is calculated. The time difference between the close of the markets in which a Fund invests and the point of valuation can be significant. For example, in the case of US-traded securities the last available price may be as much as 15 hours old. Developments that could affect the value of these securities, which occur between the close of the markets and the point of valuation, will not, therefore, normally be reflected in the net asset value per Share of the relevant Fund. As a result, where the Board of Directors believe that a significant event has occurred between the close of the markets in which a Fund invests and the point of valuation, and that such event will materially affect the value of that Fund s portfolio, they may cause the SICAV to adjust the net asset value per Share so as to reflect what is believed to be the fair value of the portfolio as at the point of valuation. The level of adjustment will be based upon the movement in a chosen surrogate up until the point of valuation, provided that such movement exceeds the threshold as determined by the Board of Directors for the relevant Fund. The surrogate will usually be in the form of a futures index, but may also be a basket of securities, which the Board of Directors believe is strongly correlated to, and representative of, the performance of the Fund. Where an adjustment is made as per the foregoing, it will be applied consistently to all Share classes in the same Fund. Queries and complaints Any person who would like to receive further information regarding the SICAV or who wishes to make a complaint about the operation of the SICAV should register a complaint with the Global Distributor who shall, as soon as practicable, inform the Management Company or register the complaint directly with the Management Company. Data protection Pursuant to the Luxembourg data protection law of 2002 (as amended from time to time) any information that is furnished in connection with an investment in the SICAV may be held on computer or other supports and processed by the SICAV, Investment Manager, Management Company, Global Distributor, Depositary Bank, Paying and Domiciliary Agent, Sub-Distributors or their delegates. Information may be processed for the purposes of carrying out the services of the Investment Manager, Management Company, Global Distributor, and Depositary Bank, Paying and Domiciliary Agent, and to comply with legal obligations including legal obligations under applicable company law and anti-money laundering legislation. The information may be used in connection with investments in other investment fund(s) managed or administered by the Investment Manager and the Global Distributor and their affiliates. Information shall be disclosed to third parties where necessary for legitimate business interests only. This may include disclosure to third parties such as auditors and the regulators or agents of the Investment Manager, Management Company, Global Distributor, Depositary Bank, Paying and Domiciliary Agent, or Sub-Distributors who process the data inter alia for anti-money laundering purposes or for compliance with foreign regulatory requirements. Investors consent to the processing of their information and the disclosure of their information as set out above, including to companies situated in countries outside of the European Economic Area which may not have the same data protection laws as in Luxembourg. The transfer of data to the aforementioned entities may transit via and/or be processed in countries which may not have data protection requirements deemed equivalent to those prevailing in the European Economic Area. Investors may request access to, rectification of or deletion of any data provided to any of the parties above or stored by any of the parties above according to applicable data protection legislation. Reasonable measures have been taken to ensure confidentiality of the personal data transmitted. However, due to the fact that the information is transferred electronically and made available outside of Luxembourg, the same level of confidentiality and the same level of protection in relation to data protection regulation as currently in force in Luxembourg may not be guaranteed while the information is kept abroad. The SICAV will accept no liability with respect to any unauthorised third party receiving knowledge of or having access to such personal data. The Shareholders have a right of access and of rectification of the personal data in cases where such data is incorrect or incomplete. Personal data shall not be held for longer than necessary with regard to the purpose of data processing. The Management Company, Investment Manager, Depositary Bank, Paying and Domiciliary Agent, and Registrar and Transfer Agent may use telephone recording procedures to record any conversation. Shareholders are deemed to consent to the tape-recording of conversations with the Management Company, Investment Manager, Depositary Bank, Paying and Domiciliary Agent, and to the use of such tape recordings by the SICAV, the Management Company and/or Investment Manager, Depositary Bank, Paying and Domiciliary Agent, and Registrar and Transfer Agent in legal proceedings or otherwise at their discretion. 12 AMP Capital Funds, SICAV Prospectus

13 Anti-money laundering and related obligations To comply with obligations under anti-money laundering (AML) and counter-terrorism financing (CTF) legislation comprising, but not limited to, the law of 12 November 2004 against money laundering and financing of terrorism, the SICAV and the Registrar and Transfer Agent must collect certain information about each investor, supported by relevant identification documents. Examples of identification documents include passports and driver s licences for individuals, and evidence of registration for entities such as companies. The documents to be provided will be determined at the time of applying for subscription. By applying to subscribe to the SICAV, investors warrant that: they comply and will continue to comply with all applicable AML, CTF and sanctions laws and regulations, including but not limited to the laws and regulations of Luxembourg, Australia, the United States, United Kingdom and in the investor s own principal place of business, in force from time to time (AML/CTF and Sanctions Law) they are not aware and have no reason to suspect that: the moneys used to fund the investment in the SICAV have been or will be derived from or related to any money laundering, terrorism financing or similar activities that would be illegal under applicable laws or regulations or otherwise prohibited under any international convention or agreement ( illegal activity ), or the proceeds of the investment in the SICAV will be used to finance any illegal or sanctioned activities they, their agent or their nominated representative will provide the SICAV or the Registrar and Transfer Agent with all additional information and assistance that the SICAV and the Registrar and Transfer Agent may request in order for the SICAV to comply with any AML/CTF and Sanctions Law, and they will notify the SICAV if they are or become: a politically exposed person or organisation for the purposes of any AML/CTF Law, a proscribed person or entity for the purposes of Sanctions Law, or commonly known by a name other than the name provided in the form completed at the time of applying for an investment in the SICAV. By applying to subscribe to the SICAV, investors also acknowledge that the SICAV may: decide to delay or refuse any request or transaction if the SICAV or the Registrar and Transfer Agent is concerned that the request or transaction may breach any obligation of, or cause SICAV to commit or participate in an offence under any AML/CTF and Sanctions Law, and the SICAV will incur no liability to the investor if they do so, take other action the SICAV reasonably believes is necessary to comply with AML/CTF and Sanctions Law, including disclosing any information that the SICAV holds about the investor to any of the SICAV s related bodies corporate or service providers or an AML or CTF regulator, and collect additional information about the investor from time to time, from the investor or from third parties, for the purposes of satisfying the SICAV s AML/CTF and Sanctions Law obligations, and that the SICAV may use and disclose any such information as outlined in the AMP Privacy Policy Statement which can be obtained online at or by contacting AMP Capital. AMP Capital Funds, SICAV Prospectus 13

14 5. NET ASSET VALUE Calculating net asset value The net asset value per Share of each class shall be determined daily in the currency of that class of Shares on each Valuation Day as defined in Appendix A. The net asset value per Share of each class in a Fund shall be calculated as at any such Valuation Day by dividing the net assets of the SICAV attributable to such class in any Fund (being the value of the portion of assets less the portion of liabilities attributable to that class on that Valuation Day) by the total number of Shares in the relevant class then on issue. The net asset value as of each relevant Valuation Day will be available on the second Business Day following the relevant Valuation Day or any earlier time that the Board of Directors may determine. The net asset value per Share may be rounded to the fifth decimal place. Calculating assets and liabilities The value of the underlying investments of each class of Shares will be determined as follows: a. the value of any cash on hand or on deposit, bills and demand notes payable and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued and not yet received is deemed to be the full amount, unless it is unlikely to be paid or received in full, in which case the value is arrived at after making such discount as may be considered appropriate to reflect the true value b. the value of assets which are listed or dealt in on any stock exchange is based on the official settlement price or the last available price on the stock exchange which is normally the principal market for such assets c. the value of assets dealt in on any other Regulated Market (within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments) is based on the last available price d. in the event that any assets are not listed or dealt in on any stock exchange or on any other Regulated Market, or if, with respect to assets listed or dealt in on any stock exchange or other Regulated Market, the price as determined pursuant to sub-paragraph (b) or (c) is not representative of the fair market value of the relevant assets, the value of such assets will be based on the reasonably foreseeable sales price determined prudently and in good faith e. the liquidating value of options contracts not traded on exchanges or on other Regulated Markets shall mean their net liquidating value determined, pursuant to the policies established by the Board of Directors, on a basis consistently applied for each different variety of contracts. The liquidating value of futures, forward or options contracts traded on exchanges or on other Regulated Markets shall be based upon the last available settlement prices of these contracts on exchanges and Regulated Markets on which the particular futures, forward or options contracts are traded by the relevant Fund; provided that if a futures, forward or options contract could not be liquidated on the day with respect to which net assets are being determined, the basis for determining the liquidating value of such contract shall be such value as the Board of Directors may deem fair and reasonable f. the value of Money Market Instruments not listed or dealt in on any stock exchange or any other Regulated Market and with remaining maturity of less than twelve (12) months and of more than ninety (90) calendar days is deemed to be the nominal value, increased by any interest accrued. Money Market Instruments with a remaining maturity of ninety (90) calendar days or less will be valued by the amortised cost method, which approximates market value g. the value of swaps is calculated by the calculation agent of the swap transactions, according to a method based on market value, recognised by the Board and verified by the SICAV s auditor h. interest rate swaps will be valued at their market value established by reference to the applicable interest rate curve i. units or shares of open-ended UCIs will be valued at their last determined and available net asset value or, if such price is not representative of the fair market value of such assets, then the price shall be determined by the Board of Directors on a fair and equitable basis. Units or shares of closed-ended UCIs will be valued at their last available stock market value, and j. all other securities and other assets will be valued at fair market value, as determined in good faith pursuant to procedures established by the Board of Directors or a committee appointed for that purpose by the Board of Directors. The liabilities of each class of Shares include: a. all loans, bills and accounts payable b. all accrued or payable administrative expenses, including but not limited to management, advisory, and depositary bank, paying and domiciliation agent fees c. all known liabilities, present and future, including all matured contractual obligations for payments of money or property d. an appropriate provision for income and deferred taxes based on capital and income to the Valuation Day, as determined from time to time by the Board of Directors, and other reserves, if any, authorised and approved by the Board of Directors and e. all other liabilities of the SICAV of whatsoever kind and nature except liabilities represented by Shares in the SICAV. Effect must be given as at any Valuation Date to any purchases or sales of securities contracted for by the SICAV on that Valuation Day, to the extent practicable. If any of the valuation principles do not reflect the valuation method commonly used in specific markets or if any such valuation principles do not seem accurate for the purpose of determining the value of the Company s assets, the Board may fix different valuation principles in good faith and in accordance with generally accepted valuation principles and procedures. 14 AMP Capital Funds, SICAV Prospectus

15 The net proceeds from the issue of Shares in the relevant Fund are invested in the specific portfolio of assets constituting the Fund. The Board of Directors shall maintain for each Fund a separate portfolio of assets. As between Shareholders, each portfolio of assets shall be invested for the exclusive benefit of the Fund. Each Fund shall only be responsible for the liabilities which are attributable to that Fund. The value of all assets and liabilities not expressed in the currency of a class or Fund will be converted into the currency of such class of Shares or Fund at the rate of exchange ruling on the relevant Valuation Day. If quotations are not available, the rate of exchange will be determined in good faith by or under procedures established by the Board of Directors. Temporary suspension of the calculation of net asset value In each Fund, the SICAV may temporarily suspend the calculation of the net asset value per Share and the issue, redemption and switching of Shares during: a. periods of strong volatility of the market or markets on which a specific Fund invests or during any period when any of the principal stock exchanges or other markets on which a substantial portion of the investments of the SICAV attributable to the Fund from time to time is quoted or dealt in is closed otherwise than for ordinary holidays, or during which dealings are restricted or suspended provided that such restriction or suspension affects the valuation of the investments of the SICAV attributable to the Fund b. the existence of any state of affairs which constitutes an emergency in the opinion of the Board of Directors as a result of which disposal or valuation of assets owned by the SICAV attributable to the Fund would be impracticable c. any breakdown in the means of communication normally employed in determining the price or value of any of the investments of the Fund or the current price or value on any stock exchange or other market in respect of the assets attributable to the Fund d. any period when the SICAV is unable to repatriate funds for the purpose of making payments on the redemption of Shares of the Fund or during which any transfer of funds involved in the realisation or acquisition of investments or payments due on redemption of Shares cannot, in the opinion of the Board of Directors, be effected at normal rates of exchange e. a period when for any other reason the prices of any investments owned by the SICAV attributable to the Fund cannot be ascertained promptly or accurately f. the period commencing upon the publication of a notice convening a general meeting of Shareholders for the purpose of resolving to wind-up the SICAV or the Fund g. any period when the market of a currency in which a substantial portion of the assets of the SICAV attributable to the Fund is denominated is closed other than for ordinary holidays, or during which dealings are suspended or restricted, and h. any period when political, economic, military, monetary or fiscal circumstances which are beyond the control and responsibility of the SICAV prevent the SICAV from disposing of the assets attributable to the Fund, or determining the net asset value of the Fund in a normal and reasonable manner. Notice of the beginning and of the end of any period of suspension shall be given by the SICAV to all the Shareholders concerned by way of publication and may be sent to Shareholders affected, such as those having made a request for subscription, redemption or switching of Shares for which the calculation of the net asset value has been suspended. Any request for subscription, redemption or switching of Shares is irrevocable except in case of suspension of the calculation of the net asset value per Share in the relevant Fund, in which case Shareholders may give notice that they wish to withdraw their request. If no such notice is received by the SICAV, the subscription will be dealt with on the first Valuation Day following the end of the period of suspension. AMP Capital Funds, SICAV Prospectus 15

16 6. INVESTMENT RESTRICTIONS Investment restrictions of the SICAV The Directors of the SICAV have adopted the following restrictions relating to the investment of the SICAV s assets and its activities. Except to the extent that more restrictive rules are provided for in connection with a specific Fund, the investment policy of each Fund shall comply with the rules and restrictions laid down in Chapter 5 of the 2010 Law and in particular the ones set out in this Prospectus. Member states of the European Economic Area are considered EU member states for the purposes of the eligible investments and investment restrictions. 1. Investment in transferable securities and liquid assets A. The SICAV will invest in: i. transferable securities and Money Market Instruments admitted to or dealt in on a Regulated Market ( Regulated Market ) is a regulated market within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, and/or ii. transferable securities and Money Market Instruments dealt in on another market which is regulated, operates regularly and is recognised and open to the public ( Other Market ) in the EU, and/or iii. transferable securities and Money Market Instruments admitted to an official listing on a stock exchange in a non-member state or a Regulated Market in a non-member state of the EU which is regulated, operates regularly and is recognised and open to the public, provided that the choice of the stock exchange or the market being located within any European, American, Asian, African, Australasian or Oceania country (an Eligible State ) or dealt in on an Other Market outside of the EU in an Eligible State, and/or iv. recently issued transferable securities and Money Market Instruments, provided that the terms of issue include an undertaking that application will be made for admission to official listing on an exchange or market as set out under (i) to (iii) above and such admission is achieved within one year of the issue, and/or v. units or shares of UCITS and/or of other UCI within the meaning of Article 1 paragraph (2) points a) and b) of Directive 2009/65/EC, whether situated in an EU member state or not, provided that: such other UCIs have been authorised under laws which provide that they are subject to supervision considered by the CSSF to be equivalent to that laid down in EU Law, and that cooperation between authorities is sufficiently ensured, the level of protection for unitholders in such other UCIs is equivalent to that provided for unitholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending, and uncovered sales of transferable securities and Money Market Instruments are equivalent to the requirements of directive 2009/65/EC, the business of such other UCIs is reported in half-yearly and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period, no more than 10% of the assets of the UCITS or of the other UCIs, whose acquisition is contemplated, can, according to their constitutional documents, in aggregate be invested in units or shares of other UCITS or other UCIs, and/or vi. deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered office in a country which is an EU member state or, if the registered office of the credit institution is situated in a non-eu member state, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in EU Law, and/or vii. financial derivative instruments, including equivalent cash-settled instruments, dealt in on a Regulated Market or Other Market and/or financial derivative instruments dealt in over-the-counter ( OTC derivatives ), provided that: the underlying consists of instruments covered by this section 6(1)(A), financial indices, interest rates, foreign exchange rates or currencies, in which the Funds may invest according to their investment objectives the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF, and the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the SICAV s initiative. and/or viii. Money Market Instruments other than those dealt in on a Regulated Market or Other Market and which fall under Article 1 of the 2010 Law, if the issue or the issuer of such instruments are themselves regulated for the purpose of protecting investors and savings, and provided that such instruments are: issued or guaranteed by a central, regional or local authority or by a central bank of an EU member state, the European Central Bank, the EU or the European Investment Bank, a non-eu member state or, in case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more EU member states belong, or 16 AMP Capital Funds, SICAV Prospectus

17 issued by an undertaking any securities of which are dealt in on Regulated Markets or Other Markets, or issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined in EU Law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by the EU Law, or issued by other bodies belonging to categories approved by the CSSF provided that investments in such instruments are subject to investor protection equivalent to that laid down in the first, the second or the third indent and provided that the issuer is a company whose capital and reserves amount to at least ten million euro (EUR10,000,000) and which presents and publishes its annual accounts in accordance with the fourth Directive 78/660/EEC, is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line. In addition, the SICAV may invest a maximum of 10% of the net asset value of any Fund in transferable securities and Money Market Instruments other than those referred to under (i) to (iv) and (viii) above. B. Each Fund may hold ancillary liquid assets. Liquid assets used to back-up financial derivative exposure are not considered as ancillary liquid assets. C. i. Each Fund may invest no more than 10% of its net asset value in transferable securities or Money Market Instruments issued by the same issuing body. Each Fund may not invest more than 20% of its net assets in deposits made with the same body. The risk exposure to a counterparty of a Fund in an OTC derivative transaction may not exceed 10% of its net assets when the counterparty is a credit institution referred to in paragraph 1(A)(vi) above or 5% of its net assets in other cases. ii. Furthermore, where any Fund holds investments in transferable securities and Money Market Instruments of any issuing body which individually exceed 5% of the net asset value of such Fund, the total value of all such investments must not account for more than 40% of the net asset value of such Fund. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. Notwithstanding the individual limits laid down in paragraph (C)(i) above, a Fund may not combine: investments in transferable securities or Money Market Instruments issued by, deposits made with, and/or exposures arising from OTC derivative transactions undertaken with a single body in excess of 20% of its net assets. iii. The limit of 10% laid down in paragraph (C)(i) above shall be 35% in respect of transferable securities or Money Market Instruments which are issued or guaranteed by an EU member state, its public local authorities or by a non-eu member state or by public international bodies of which one or more EU member states are members. iv. The limit of 10% laid down in paragraph (C)(i) above shall be 25% for certain bonds where they are issued by a credit institution which has its registered office in a EU member state and is subject by law, to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of those bonds must be invested in accordance with the law in assets which, during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in case of bankruptcy of the issuer, would be used on a priority basis for the reimbursement of the principal and payment of the accrued interest. If a Fund invests more than 5% of its assets in the debt securities referred to in the sub-paragraph above and issued by one issuer, the total value of such investments may not exceed 80% of the value of the assets of such Fund. v. The transferable securities and Money Market Instruments referred to in paragraphs (C)(iii) and (C)(iv) above are not included in the calculation of the limit of 40% referred to in paragraph (C)(ii). The limits set out in paragraphs (C)(i), (C)(ii), (C)(iii) and (C)(iv) above may not be aggregated and, accordingly, the value of investments in transferable securities and Money Market Instruments issued by the same body, in deposits or financial derivative instruments made with this body, effected in accordance with paragraphs (C)(i), (C)(ii), (C)(iii) and (C)(iv) may not, in any event, exceed a total of 35% of each Fund s net asset value. Companies which are included in the same group for the purposes of consolidated accounts, as defined in accordance with Directive 83/349/EEC or in accordance with recognised international accounting rules, are regarded as a single body for the purpose of calculating the limits contained in this paragraph (C). A Fund may cumulatively invest up to 20% of its net assets in transferable securities and Money Market Instruments within the same group. vi. Without prejudice to the limits laid down in paragraph (D) below, the limits laid down in this paragraph (C) shall be 20% for investments in shares and/or debt securities issued by the same body when the aim of a Fund s investment policy is to replicate the composition of a certain stock or debt securities index which is recognised by the Luxembourg supervisory authority, provided the composition of the index is sufficiently diversified the index represents an adequate benchmark for the market to which it refers it is published in an appropriate manner. The limit laid down in the sub-paragraph above is raised to 35% where it proves to be justified by exceptional market conditions in particular in Regulated Markets or Other Markets where certain transferable securities or Money Market Instruments are highly dominant provided that investment up to 35% is only permitted for a single issuer. AMP Capital Funds, SICAV Prospectus 17

18 D. vii. i. ii. Where any Fund has invested in accordance with the principle of risk spreading in transferable securities or Money Market Instruments issued or guaranteed by an EU member state, by one or more of its local authorities or by an OECD member state, Brazil or Singapore or by public international bodies of which one or more EU member states are members, the SICAV may invest 100% of the net asset value of any Fund in such securities provided that such Fund must hold securities from at least six different issues and the value of securities from any one issue must not account for more than 30% of the net asset value of the Fund. Subject to having due regard to the principle of risk spreading, a Fund need not comply with the limits set out in this paragraph (C) for a period of six months following the date of its launch. The SICAV may not normally acquire shares carrying voting rights which would enable the SICAV to exercise significant influence over the management of the issuing body. The SICAV may acquire no more than (a) 10% of the non-voting shares of any single issuing body, (b) 10% of the value of debt securities of any single issuing body and/or (c) 10% of the Money Market Instruments of the same issuing body. However, the limits laid down in (b) and (c) above may be disregarded at the time of acquisition if at that time the gross amount of the debt securities or of the Money Market Instruments or the net amount of securities in issue cannot be calculated. The limits set out in paragraph (D)(i) and (ii) above shall not apply to: transferable securities and Money Market Instruments issued or guaranteed by an EU member state or its local authorities transferable securities and Money Market Instruments issued or guaranteed by any other Eligible State transferable securities and Money Market Instruments issued by public international bodies of which one or more EU member states are members, or shares held in the capital of a company incorporated in a non-eu member state which invests its assets mainly in the securities of issuing bodies having their registered office in that state where, under the legislation of that state, such holding represents the only way in which such Fund s assets may invest in the securities of the issuing bodies of that state, provided, however, that such company in its investment policy complies with the limits laid down in Articles 43, 46 and 48 (1) and (2) of the 2010 Law. E. If a Fund is limited to investing only 10% of its net assets in units or shares of UCITS or other UCIs this will be specifically provided for in Appendix A for a Fund. The following applies generally to investment in units or shares of UCITS or of the UCIs. i. The SICAV may acquire units of the UCITS and/or other UCIs referred to in paragraph 1(A)(v) above, provided that no more than 20% of a Fund s net assets are invested in units of a single UCITS or other UCI. For the purpose of the application of the investment limit, each compartment of a UCI with multiple compartments is to be considered as a separate issuer provided that the principle of segregation of the obligations of the various compartments vis-à-vis third parties is ensured ii. Investments made in units of UCIs other than UCITS may not in aggregate exceed 30% of the net assets of a Fund. In addition, the following limits shall apply: When a Fund invests in the units or shares of other UCITS and/or other UCIs linked to the SICAV by common management or control, or by a direct or indirect holding of more than 10% of the capital or the voting rights, or managed by a management company linked to the Investment Manager, no subscription or redemption fees may be charged to the SICAV on account of its investment in the units or shares of such other UCITS and/or UCIs. If a Fund invests a substantial proportion of its assets in other UCITS and/or other UCIs, Appendix A will state the maximum level of the management fees that may be charged both to the Fund itself and to the other UCITS and/or other UCIs in which it intends to invest. The SICAV will indicate in its annual report the total management fees charged both to the relevant Fund and to the UCITS and other UCIs in which such Fund has invested during the relevant period. The SICAV may acquire no more than 25% of the units or shares of the same UCITS and/or other UCI. This limit may be disregarded at the time of acquisition if at that time the gross amount of the units or shares in issue cannot be calculated. In case of a UCITS or other UCI with multiple sub-funds, this restriction is applicable by reference to all units or shares issued by the UCITS/UCI concerned, all sub-funds combined. The underlying investments held by the UCITS or other UCIs in which the Funds invest do not have to be considered for the purpose of the investment restrictions set forth under section 6(1)(C) above. F. A Fund may subscribe, acquire and/or hold shares of another Fund of the SICAV ( Target Fund ) provided that: i. the Target Fund does not, in turn, invest in the Fund investing in the Target Fund, ii. the Target Fund may not, according to its investment policy, invest more than 10% of its net assets in other UCITS or UCIs, iii. voting rights, attaching to the Shares of the Target Fund are suspended for as long as they are held by the Fund, iv. in any event, for as long as the Shares are held by the Fund, their value will not be taken into consideration for the calculation of the net assets of the SICAV for the purpose of verifying the minimum threshold of the net assets imposed by the 2010 Law, v. subscription, redemption or conversion fees may only be charged either at the level of the Fund investing in the Target Fund or at the level of the Target Fund, vi. no management fee is due on that portion of assets invested in the Target Fund, either at the level of the Fund or the level of the Target Fund. 18 AMP Capital Funds, SICAV Prospectus

19 2. Investment in other assets A. The SICAV will neither make investments in precious metals or certificates representing these. This does not prevent the SICAV from gaining exposure to precious metals by investing into financial instruments backed by precious metals. B. The SICAV will not purchase or sell real estate or any option, right or interest therein, provided the SICAV may invest in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein. C. The SICAV may not carry out uncovered sales of transferable securities, Money Market Instruments or other financial instruments referred to in sections 6(1)(A)(v), (vii) and (viii) above. D. The SICAV may not borrow for the account of any Fund, other than amounts which do not in aggregate exceed 10% of the net asset value of the Fund, and then only as a temporary measure. For the purpose of this restriction the acquisitions of foreign currency by back to back loans are not considered to be borrowings. E. The SICAV will not mortgage, pledge, hypothecate or otherwise encumber as security for indebtedness any securities held for the account of any Fund, except as may be necessary in connection with the borrowings mentioned in paragraph (D) above, and then such mortgaging, pledging, or hypothecating may not exceed 10% of the net asset value of each Fund. In connection with swap transactions, option and forward exchange or futures transactions the deposit of securities or other assets in a separate account shall not be considered a mortgage, pledge or hypothecation for this purpose. F. The SICAV will not underwrite or sub-underwrite securities of other issuers. G. The SICAV will on a Fund by Fund basis comply with such further restrictions as may be required by the regulatory authorities in any country in which the Shares are marketed. 3. Financial derivative instruments As specified in section 6(1)(A)(vii) above, the SICAV may in respect of each Fund invest in financial derivative instruments. The SICAV shall ensure that the global exposure of each Fund relating to financial derivative instruments does not exceed the total net assets of that Fund. The global exposure relating to financial derivative instruments is calculated taking into account the current value of the underlying assets, the counterparty risk, foreseeable market movements and the time available to liquidate the positions. This shall also apply to the following sub-paragraphs. Each Fund may invest, as a part of its investment policy and within the limits laid down in section 6(1)(A)(vii) and section 6(1)(C)(v) above, in financial derivative instruments provided that the exposure to the underlying assets does not exceed in aggregate the investment limits laid down in sections 6(1)(C)(i) to (vii). When a Fund invests in index-based financial derivative instruments compliant with the provisions of sections 6(1)(C)(i) to (vii), these investments do not have to be combined with the limits laid down in section 6(1)(C). When a transferable security or Money Market Instrument embeds a financial derivative instrument, the latter must be taken into account when complying with the requirements of these instrument restrictions. The Funds may use financial derivative instruments for investment purposes and for hedging purposes, within the limits of the 2010 Law. Under no circumstances shall the use of these instruments and techniques cause a Fund to diverge from its investment policy or objective. The risks against which the Funds could be hedged may be, for instance, market risk, foreign exchange risk, interest rates risk, credit risk, volatility or inflation risks. Each Fund may use financial derivative instruments, such as Over-The-Counter ( OTC ) currency forward contracts and foreign exchange swap agreements, for currency hedging purposes only. Funds may only enter into OTC derivative transactions with first-class counterparties specialised in this type of transactions and subject to prudential supervision. Approved counterparties will typically have a credit rating of A- or above and will not have discretion over the composition or management of the relevant Fund s portfolio or over the underlying assets of the OTC derivative instruments used by the Fund. Counterparty approval is not required in relation to any investment decisions made in respect of a Fund. The SICAV may use OTC derivative instruments for the purpose of managing the currency exposure of share classes which are denominated in a currency that is different to the base currency of the Fund. For these purposes no collateral will be used. Any collateral obtained by a Fund in respect of such OTC derivative transactions to reduce counterparty risk exposure shall comply at all times with the CSSF Circular 14/592 (transposing the ESMA Guidelines on ETFs and other UCITS issues, as amended, into Luxembourg legislation) and in particular with the following criteria: A. Liquidity: Any collateral received (other than cash) shall be highly liquid and traded on a regulated market or multilateral trading facility with transparent pricing so that it can be sold quickly at a price that is close to pre-sale valuation. Collateral received shall also comply with Article 56 of the UCITS Directive 2009/65/EC. B. Valuation: Collateral received shall be valued on at least a daily basis and assets exhibiting high price volatility shall not be accepted as collateral, unless suitably conservative haircuts are in place. C. Issuer credit quality: Collateral received shall be of high quality. D. Correlation: The collateral received by a Fund shall be issued by an entity that is independent from the counterparty and shall not display a high correlation with the performance of the counterparty. AMP Capital Funds, SICAV Prospectus 19

20 E. Collateral diversification (asset concentration): Collateral shall be sufficiently diversified in terms of country, markets and issuers. The criterion of sufficient diversification with respect to issuer concentration shall be considered to be respected if the Fund receives from a counterparty a basket of collateral with a maximum exposure to a given issuer of 20% of its net asset value. When the Fund is exposed to different counterparties, the different baskets of collateral shall be aggregated to calculate the 20% limit of exposure to a single issuer. By way of derogation, a Fund may be fully collateralised in different transferable securities and money market instruments issued or guaranteed by a Member State, one or more of its local authorities, a third country, or a public international body to which one or more Member States belong. In this case, the Fund shall receive securities from at least six different issues, but securities from any single issue shall not account for more than 30% of the Fund s net asset value. Where a Fund intends to be fully collateralised in securities issued or guaranteed by a Member State, this fact shall be disclosed in the Prospectus, which shall identify the Member States, local authorities or public international bodies issuing or guaranteeing securities which the Fund may accept as collateral for more than 20% of its net asset value. F. Risks linked to the management of collateral, such as operational or legal risks, are identified and mitigated by the risk management process of the Management Company. G. Where there is title transfer, the collateral received shall be held by the Depositary Bank, Paying and Domiciliary Agent. For other types of collateral arrangement, the collateral may be held by a third-party custodian which is subject to prudential supervision and is unrelated to the provider of the collateral. H. Collateral received shall be capable of being fully enforced by the Fund at any time without reference to or approval from the counterparty. I. Non-cash collateral received shall not be sold, re-invested or pledged. J. Cash collateral received shall only be: i. placed on deposit with entities prescribed in Article 50(f) of the UCITS Directive 2009/65/EC; ii. invested in high-quality government bonds; iii. used for the purpose of reverse repo transactions (if entered into by a Fund), provided the transactions are with credit institutions subject to prudential supervision and the Fund is able to recall at any time the full amount of cash on an accrued basis; iv. invested in short-term money market funds, as defined in the ESMA Guidelines on a Common Definition of European Money Market Funds. Any re-invested cash collateral shall be diversified in accordance with the diversification requirements applicable to non-cash collateral. Only Australian dollar denominated cash will be used for collateral for the currency forward contracts and the foreign exchange swap agreements used by a Fund. No haircut policy or discount is applied to the value of the Australian dollar cash received as collateral. If the investment policy of the present Funds, or any future Fund, requires the use of OTC derivative instruments for investment purposes, the Prospectus will be updated to include information on the OTC derivative instruments used for investment purposes and of the relevant collateral policy (if different from the one described above). 4. Use of techniques and Instruments relating to transferable securities and Money Market Instruments The Funds do not currently use efficient portfolio management techniques and instruments relating to transferable securities and Money Market Instruments. Moreover, the Funds will not enter into securities financing transactions, as defined in Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse (the SFTR ), namely in repurchase or reverse-repurchase transactions, securities or commodities lending and securities or commodities borrowing, buy-sell back transactions or sell-buy back transactions or margin lending transactions, nor in total return swaps within the meaning of the SFTR. If the investment policy of the present Funds, or any future Funds, requires the use of efficient portfolio management techniques and instruments, this Prospectus will be updated to include in particular the policy regarding direct and indirect operational costs/fees arising from such instruments that may be deducted from the revenue delivered to the Funds. The Prospectus will also disclose the identity of the entity(ies) to which the direct and indirect costs and fees are paid and indicate if these are related parties to the Management Company or the Depositary Bank, Paying and Domiciliary Agent. 5. Risk management process The Management Company will employ a risk management process for the SICAV which enables it with the Investment Manager to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of each Fund. The SICAV or the Investment Manager will employ, if applicable, a process for accurate and independent assessment of the value of any OTC derivative instruments. Upon request of a Shareholder, the Management Company will provide supplementary information relating to the quantitative limits that apply in the risk management of each Fund, to the methods chosen to this end and to the recent evolution of the risks and yields of the main categories of instruments. The risk management framework is available upon request from the SICAV s registered office. The method used to calculate each Fund s global exposure is disclosed in Appendix A in relation to each Fund. 20 AMP Capital Funds, SICAV Prospectus

21 6. Miscellaneous A. The SICAV may not make loans to other persons or act as a guarantor on behalf of third parties provided that for the purpose of this restriction the making of bank deposits and the acquisition of such securities referred to in paragraphs 1(A)(i) to (iv) or of ancillary liquid assets shall not be deemed to be the making of a loan and that the SICAV shall not be prevented from acquiring such securities above which are not fully paid. B. The SICAV need not comply with the investment limit percentages when exercising subscription rights attached to securities which form part of its assets. C. The designated Management Company, Investment Managers, Global Distributors, Depositary Bank, Paying and Domiciliary Agent, and any authorised agents or their associates may have dealings in the assets of the SICAV provided that any such transactions are effected on normal commercial terms negotiated at arm s length and provided that each such transaction complies with any of the following: i. the transaction has been executed on best terms, on and under the rules of an organised investment exchange, or ii. where the Board of Directors are satisfied that the transaction has been executed on normal commercial terms negotiated at arm s length including, where relevant, a certified valuation of such transaction is provided by a person approved by the Board of Directors as independent and competent. AMP Capital Funds, SICAV Prospectus 21

22 7. INVESTMENT RISKS General risks of investing in the SICAV An investment in the SICAV involves certain risks relating to its structure and investment objectives that prospective investors should evaluate before making a decision to invest. Typically, assets with the highest long-term returns may also carry the highest level of short-term risk, particularly if investors do not hold their investments for the suggested minimum investment timeframe. Also, different Funds may carry different levels of risk, depending on the assets in which it invests. There can be no assurance that the investment objectives of the Funds will be achieved. Prospective investors should be aware that returns are not guaranteed, that future returns may differ from past returns, and that the levels of returns may vary. The value of investments may also vary, and there may be the risk of losing invested capital. The following risks do not purport to be a comprehensive summary of all the risks associated with an investment in the Funds or in the SICAV generally. Factors such as an investor s age, the length of time an investment is intended to be held, other investments held and personal risk tolerance will affect an investor s level of risk. In addition to the following general risks, any specific risk factors for a Fund would be set out in Appendix A. Prospective investors are encouraged to discuss the risks further with their professional advisers. Investment objective Investment objectives express an intended result but there is no guarantee that such a result will be achieved. Depending on market conditions and the macro-economic environment, investment objectives may become more difficult or even impossible to achieve. There is no express or implied assurance as to the likelihood of achieving the investment objective for a Fund. Regulatory The SICAV is domiciled in Luxembourg and Shareholders should note that all the regulatory protections provided by their local regulatory authorities may not apply. Additionally, Funds may be registered in non-eu jurisdictions. As a result of such registrations these Funds may be subject to more restrictive regulatory regimes. In such cases these Funds will abide by these more restrictive requirements. This may prevent these Funds from making the fullest possible use of the investment limits. Interest rates The values of bonds and other debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the values of existing debt instruments, and rising interest rates generally reduce the value of existing debt instruments. Interest rate risk is generally greater for investments with long durations or maturities. Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, a Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. Credit The ability, or perceived ability, of an issuer of a debt security to make timely payments of interest and principal on the security will affect the value of the security. It is possible that the ability of the issuer to meet its obligation will decline substantially during the period when a Fund owns securities of that issuer, or that the issuer will default on its obligations. An actual or perceived deterioration in the ability of an issuer to meet its obligations will likely have an adverse effect on the value of the issuer s securities. If a security has been rated by more than one nationally recognised statistical rating organisation the Fund s Investment Manager may consider the highest rating for the purposes of determining whether the security is investment grade. A Fund will not necessarily dispose of a security held by it if its rating falls below investment grade, although the Fund s Investment Manager will consider whether the security continues to be an appropriate investment for the Fund. Some of the Funds may invest in securities which will not be rated by a nationally recognised statistical rating organisation, but the credit quality will be determined by the Investment Manager. Credit risk is generally greater for investments issued at less than their face values and required to make interest payments only at maturity rather than at intervals during the life of the investment. Credit rating agencies base their ratings largely on the issuer s historical financial condition and the rating agencies investment analysis at the time of rating. The rating assigned to any particular investment does not necessarily reflect the issuer s current financial condition, and does not reflect an assessment of an investment s volatility and liquidity. Although investment grade investments generally have lower credit risk than investments rated below investment grade, they may share some of the risks of lower-rated investments, including the possibility that the issuers may be unable to make timely payments of interest and principal and thus default. Equity securities Investing in equity securities may offer a higher rate of return than those in short-term and longer-term debt securities. The risks may also be higher as the investment performance depends on factors that are difficult to predict, such as the possibility of sudden or prolonged market declines and risks associated with individual companies. The fundamental risk associated with any equity portfolio is that the value of the investments it holds may decrease in value. Equity security values may fluctuate in response to the activities of an individual company or in response to general market or economic conditions. Accordingly, no assurance can be given that a Shareholder will recover the full amount invested in equity securities. Historically, equity securities have provided greater long-term returns but have entailed greater short-term risks than other investment choices. 22 AMP Capital Funds, SICAV Prospectus

23 Liquidity Liquidity risk exists when particular investments are difficult to purchase or sell. A Fund s investment in less liquid securities may reduce the returns of the Fund because it may be unable to sell the less liquid securities at an advantageous time or price. Investments in foreign securities, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Less liquid securities may be highly volatile and difficult to value. Financial derivative instruments For Funds that use financial derivative instruments to meet their specific investment or hedging objectives, there is no guarantee that the performance of the financial derivative instruments will result in a positive effect for the Fund and its Shareholders. Warrants Warrants are considered as financial derivative instruments. When the SICAV invests in warrants, the values of these warrants are likely to fluctuate more than the prices of the underlying securities because of the greater volatility of warrant prices. Credit default swaps A credit default swap allows the transfer of default risk. This allows a Fund to effectively buy insurance on a reference obligation it holds (hedging the investment), or buy protection on a reference obligation it does not physically own in the expectation that the credit will decline in quality. One party, the protection buyer, makes a stream of payments to the seller of the protection, and a payment is due to the buyer if there is a credit event (a decline in credit quality, which will be predefined in the agreement between the parties). If the credit event does not occur the buyer pays all the required premiums and the swap terminates on maturity with no further payments. The risk of the buyer is therefore limited to the value of the premiums paid. In addition, if there is a credit event and the Fund does not hold the underlying reference obligation, there may be a market risk as the Fund may need time to obtain the reference obligation and deliver it to the counterparty. Furthermore, if the counterparty becomes insolvent, the Fund may not recover the full amount due to it from the counterparty. The market for credit default swaps may sometimes be more illiquid than the bond markets. Futures, options and forward transactions The Funds may use options, futures and forward contracts on currencies, securities, indices, volatility, inflation and interest rates for hedging and investment purposes. Transactions in futures may carry a high degree of risk. The amount of the initial margin is small relative to the value of the futures contract so that transactions are leveraged or geared. A relatively small market movement will have a proportionately larger impact which may work for or against the Fund. The placing of certain orders which are intended to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. Transactions in options may also carry a high degree of risk. Selling ( writing or granting ) an option generally entails considerably greater risk than purchasing options. Although the premium received by the Fund is fixed, the Fund may sustain a loss well in excess of that amount. The Fund will also be exposed to the risk of the purchaser exercising the option and the Fund will be obliged either to settle the option in cash or to acquire or deliver the underlying investment. If the option is covered by the Fund holding a corresponding position in the underlying investment or a future on another option, the risk may be reduced. Forward transactions, in particular those traded over-the-counter, have an increased counterparty risk. If a counterparty defaults, the Fund may not get the expected payment or delivery of assets. This may result in the loss of the unrealised profit. Credit linked notes There are particular risks associated with investments in credit linked notes. Firstly, a credit linked note is a debt instrument which assumes both credit risk of the relevant reference entity (or entities) and the issuer of the credit linked note. There is also a risk associated with the coupon payment: if a reference entity in a basket of credit linked notes suffers a credit event, the coupon will be re-set and is paid on the reduced nominal amount. Both the residual capital and coupon are exposed to further credit events. In extreme cases, the entire capital may be lost. There is also the risk that a note issuer may default. Equity linked notes The return component of an equity linked note is based on the performance of a single security, a basket of securities or an equity index. Investment in these instruments may cause a capital loss if the value of the underlying security decreases. In extreme cases the entire capital may be lost. These risks are also found in investing in equity investments directly. The return payable for the note is determined at a specified time on a valuation date, irrespective of the fluctuations in the underlying stock price. There is no guarantee that a return or yield on an investment will be made. There is also the risk that a note issuer may default. A Fund may use such notes to gain access to certain markets, for example emerging and less developed markets, where direct investment is not possible. This approach may result in the following additional risks being incurred lack of a secondary market in such instruments, illiquidity of the underlying securities, and difficulty selling these instruments at times when the underlying markets are closed. OTC derivative transactions Securities traded in OTC markets may trade in smaller volumes, and their prices may be more volatile than securities principally traded on securities exchanges. Such securities may be less liquid than more widely traded securities. In addition, the prices of such securities may include an undisclosed dealer mark-up which a Fund may pay as part of the purchase price. Counterparty The SICAV conducts transactions through or with brokers, clearing houses, market counterparties and other agents. The Company will be subject to the risk of the inability of any such counterparty to perform its obligations, whether due to insolvency, bankruptcy or other causes. AMP Capital Funds, SICAV Prospectus 23

24 A Fund may invest into instruments such as notes, bonds or warrants the performance of which is linked to a market or investment to which the Fund seeks to be exposed. Such instruments are issued by a range of counterparties and through its investment the Fund will be subject to the counterparty risk of the issuer, in addition to the investment exposure it seeks. The Funds will only enter into OTC derivatives transactions with institutions which are subject to prudential supervision and specialising in these types of transactions. In principle, the counterparty risk for such derivative transactions entered into with first class institutions should not exceed 10% of the relevant Fund s net assets when the counterparty is a credit institution or 5% of its net assets in other cases. However, if a counterparty defaults, the actual losses may exceed these limitations. Custody Investors may enjoy a degree of protection when investing money with custodians in their home territory. This level of protection may be higher than that enjoyed by the SICAV. A Fund may invest in markets where custodial and/or settlement systems are not fully developed. In such cases, the Depositary Bank, Paying and Domiciliary Agent may delegate custody duties to sub-custodians who may not fully meet the delegation requirements set forth in the 2010 Law, subject to the following conditions: 1. the law of that country requires that the financial instrument in question is held in custody by a local entity and there is no local entity in that country satisfying the delegation requirements set forth in the 2010 Law; 2. investors are duly informed, prior to their investment in a Fund, of the fact that such a delegation is required due to the legal constraints in the law of that country, of the circumstances justifying the delegation and of the risks involved in such a delegation; and 3. the SICAV has instructed the Depositary Bank, Paying and Domiciliary Agent to delegate the custody of certain financial instruments to such an entity. If certain assets of any Fund cannot be held in custody by the Depositary Bank, Paying and Domiciliary Agent in accordance with the 2010 Law, then the role of the Depositary Bank, Paying and Domiciliary Agent is limited to the verification of the ownership of and the recordkeeping of these assets of the relevant Fund, in accordance with the 2010 Law. A Fund s cash account will usually be maintained on the Depositary Bank, Paying and Domiciliary Agent s records, but the balances may be held by a sub-custodian and therefore exposed to the risk of default of both the Depositary Bank, Paying and Domiciliary Agent and the sub-custodian. Distributions The SICAV depends on payments it receives from investments in order to make distributions to Shareholders. The timing of and the ability of certain targets to make payments may be limited by applicable law and regulations. Small capitalisation companies A Fund which invests in smaller companies may fluctuate in value more than other Funds. Smaller companies may offer greater opportunities for capital appreciation than larger companies, but may also involve certain special risks. They are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small, inexperienced management group. Securities of smaller companies may, especially during periods where markets are falling, become less liquid and experience short-term price volatility and wide spreads between dealing prices. They may also trade in the OTC market or on a regional exchange, or may otherwise have limited liquidity. Consequently investments in smaller companies may be more vulnerable to adverse developments than those in larger companies and the Fund may have more difficulty establishing or closing out its securities positions in smaller companies at prevailing market prices. Also, there may be less publicly available information about smaller companies or less market interest in the securities, and it may take longer for the prices of the securities to reflect the full value of the issuers earning potential or assets. Debt securities Lower rated, higher yielding instruments A Fund may invest in lower rated, higher yielding debt securities, which are subject to greater market and credit risks than higher rated securities. Generally, lower rated securities pay higher yields than more highly rated securities to compensate Shareholders for the higher risk. The lower ratings of such securities reflect the greater possibility that adverse changes in the financial condition of the issuer, or rising interest rates, may impair the ability of the issuer to make payments to holders of the securities. Accordingly, an investment in such Fund is accompanied by a higher degree of credit risk than is present with investments in higher rated, lower yielding securities. 24 AMP Capital Funds, SICAV Prospectus

25 Country Emerging and less developed markets In emerging and less developed markets, in which some of the Funds will invest, the legal, judicial and regulatory infrastructure is still developing but there is much legal uncertainty both for local market participants and their overseas counterparts. Some markets may carry higher risks for investors who should therefore ensure that, before investing, they understand the risks involved and are satisfied that an investment is suitable as part of their portfolio. Investments in emerging and less developed markets should be made only by sophisticated investors or professionals who have independent knowledge of the relevant markets, are able to consider and weigh the various risks presented by such investments, and have the financial resources necessary to bear the substantial risk of loss of investment in such investments. Countries with emerging and less developed markets include, but are not limited to (1) countries that have an emerging stock market in a developing economy as defined by the International Finance Corporation, (2) countries that have low or middle income economies according to the World Bank, and (3) countries listed in World Bank publication as developing. The list of emerging and less developed markets countries is subject to continuous change; broadly they include any country other than Austria, Australia, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States of America. Political and economic Economic or political instability could lead to legal, fiscal and regulatory changes or the reversal of legal, fiscal, regulatory and market reforms, and assets could be compulsorily re-acquired without adequate compensation. A country s external debt position could lead to sudden imposition of taxes or exchange controls, or it may be heavily dependent on its commodity and natural resource exports and is therefore vulnerable to weaknesses in world prices for these products. For businesses, high interest could make it difficult to obtain working capital, or local management may be inexperienced in operating companies in free market conditions. Inflation is the risk that a Fund s assets or income from a Fund s investments may be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund s portfolio could decline. Deflation is the risk that prices throughout the economy may decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of a Fund s portfolio. Nomineeship The legislative framework in some markets is only beginning to develop the concept of legal/formal ownership and of beneficial ownership or interest in securities. Consequently the courts in such markets may consider that any nominee or custodian as registered holder of securities would have full ownership thereof and that a beneficial owner may have no rights whatsoever in respect thereof. Potential conflicts of interest The Investment Manager may effect transactions in which the Investment Manager has, directly or indirectly, an interest which may involve a potential conflict with the Investment Manager duty to the SICAV. The Investment Manager shall not be liable to account to the SICAV for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will the Investment Managers fees, unless otherwise provided, be abated. Regulatory changes Changes in securities regulations, tax laws, accounting standards, financing regulations or political climate can affect the number of investment opportunities and the profitability of all or some of the Funds. The levels and basis of, and relief from, taxation may change. Possible adverse effect of large redemptions The investment strategy of a Fund may be disrupted by a large number of redemptions of Shares. As a result, the Fund may have to prematurely liquidate securities positions that have not yet adequately matured. Investment funds Investing in units/shares of UCITS and other UCIs allows a selection of investment products of the best fund managers. Investments in units/shares of these UCITS and other UCIs lead to a duplication of fees (management fees, performance fees, depositary bank fees, central administration fees, etc.) and expenses. Additional costs are indirectly incurred at the level of these UCITS and other UCIs. There is also a possibility of conflicts in positions with respect to the same investment within different UCITS and other UCIs. Currency Although the Share classes are denominated in various currencies, investments are likely to be made and realised in these and other currencies. Changes in rates of exchange may have an adverse effect on the value, price or income of the investments. The value of an investment may fall substantially as a result of fluctuations in the currency of the country in which the investment is made. Where appropriate to a particular Fund, the SICAV, or any of its Funds, may (but is not obliged to) endeavour to manage currency exposures into its relevant currency, using appropriate hedging techniques where available. See Appendix A for more information. Movements in the foreign exchange rate between the Fund s currency and the currency applicable to a particular investor may have an impact upon the investor s returns in their own currency of account. In respect of hedged Shares, a hedging strategy will be applied which aims to mitigate currency risk between the Net Asset Value of a Fund and the currency of the Hedged Share Class while taking into account practical considerations including transaction costs. Hedged Shares may be affected by the fact that capacity of the relevant currency market may be limited, which could further affect the volatility of the Hedged Share Class. Where hedging is undertaken it may substantially protect shareholders in the relevant Hedged Share Class against a decrease in value of the base currency, but it may also preclude shareholders from benefitting from an increase in the value of the base currency. All gains/losses or expenses arising from hedging transactions are borne separately by the shareholders of the respective hedged Shares. AMP Capital Funds, SICAV Prospectus 25

26 Tax An investment in the SICAV involves complex tax considerations which may differ for each investor. Investors are advised to consult their own tax advisers to address their own tax situation. Tax rules and their interpretation in relation to shares may change during the life of the SICAV which may have an adverse effect on the SICAV, the investors and the SICAV s investments and investment opportunities. There can be no assurance that any tax authority or court will agree with any particular interpretation of the relevant laws. The SICAV will endeavour to structure the investments in a manner that is intended to achieve the SICAV s investment objectives, however, there can be no guarantee that the structure of any investment will be tax efficient for a particular investor or that any particular tax result will be achieved. If the SICAV makes investments in a jurisdiction, the SICAV or the investors may be subject to income or other tax in that jurisdiction. Additionally, withholding taxes or branch taxes may be imposed on earnings of the SICAV from investments in such jurisdiction. In addition, local tax incurred in a jurisdiction by the SICAV or by vehicles through which it invests may not entitle investors to either: a credit against tax that may be owed in their respective home tax jurisdictions, or a deduction against income taxable in such home jurisdictions by the investors. More information on taxation considerations is set out in section 10 of this Prospectus. US Foreign Account Tax Compliance Requirements ( FATCA ) The Hiring Incentives to Restore Employment Act (the Hire Act ) was signed into US law in March 2010 and includes provisions commonly referred to as FATCA. Broadly, FATCA provisions require financial institutions to report to the US Internal Revenue Service ( IRS ) certain information on US persons that hold accounts outside the US, as a safeguard against US tax evasion. In addition, FATCA provisions may impose a 30% withholding tax on certain US source payments when made to an individual or entity that does not comply with FATCA provisions. On 28 March 2014, the governments of the United States of America and the Grand Duchy of Luxembourg signed a Model 1 Intergovernmental Agreement ( IGA ) under the terms of which FATCA will be implemented in Luxembourg. The legislative proposal to implement the IGA into Luxembourg law ( Luxembourg IGA Legislation ) is not final at the time of publication of this Prospectus therefore it is not possible for the SICAV to make a final assessment of the requirements that FATCA provisions will place upon it. The SICAV will seek to comply with any obligation imposed by FATCA provisions and the IGA to avoid imposition of the 30% withholding tax. However, no assurance can be given that the SICAV will be able to satisfy these obligations. If the SICAV becomes subject to a withholding tax as a result of the SICAV not complying with the FATCA obligations, the value of shares held by all shareholders may be materially affected. More information on FATCA is set out in section 10 of this Prospectus. The risks described below apply particularly to investments in the People s Republic of China ( PRC ). Risk information on investments traded via Hong Kong - Shanghai Stock Connect and/or Hong Kong - Shenzhen Stock Connect (together Stock Connect ): Risks relating to securities trading in mainland China via Stock Connect If Fund investments in mainland China are traded via Stock Connect, there are additional risk factors in relation to these transactions. Shareholders should note in particular that Stock Connect is a new trading programme. There is currently no empirical data. Furthermore, the corresponding provisions governing Stock Connect could change in the future. Stock Connect is subject to quota limits that could restrict the Fund s ability to perform transactions via Stock Connect in a timely manner. This could impair the Fund s ability to effectively implement its investment strategy. The scope of Hong Kong - Shanghai Stock Connect includes all securities included on the SSE 180 Index and SSE 380 Index, as well as all Chinese A-shares listed on the Shanghai Stock Exchange ( SSE ). The scope of Hong Kong - Shenzhen Stock Connect includes all the constituent stocks of the Shenzhen Stock Exchange ( SZSE ) Component Index and the SZSE Small/Mid Cap Innovation Index which have a market capitalisation of not less than RMB 6 billion, and all the SZSE-listed A-shares. Beneficial owner of SSE and SZSE Shares Stock Connect consists of the northbound link, via which investors in Hong Kong and abroad, such as the Funds, may acquire and hold Chinese A-shares listed on the SSE ( SSE Shares ) and/or the SZSE ( SZSE Shares ), and the southbound link, via which investors in mainland China may acquire and hold shares listed on the Hong Kong Stock Exchange ( SEHK ). The Funds trade in SSE Shares and/or SZSE Shares via their broker(s) associated with the SICAV s subcustodian in China, which is/are admitted to the SEHK. After settlement by brokers or depositaries (acting as clearing agents), these SSE Shares and/or SZSE Shares are held in accounts in the Hong Kong Central Clearing and Settlement System ( CCASS ) maintained by Hong Kong Securities and Clearing Corporation Limited ( HKSCC ), the central securities depositary in Hong Kong and the nominee of the SSE Shares and/or SZSE Shares. HKSCC in turn holds the SSE Shares and/or SZSE Shares of all participants in a Single Nominee Omnibus Securities Account, which is registered in its name with ChinaClear, the central securities depositary in mainland China. Since HKSCC is merely a nominee and not the beneficial owner of the SSE Shares and/or SZSE Shares, should HKSCC be wound down in Hong Kong, the SSE Shares and/or SZSE Shares shall not be deemed to be part of HKSCC s general assets that are available for distribution to creditors, even under PRC law. However, HKSCC is not required to take legal measures or initiate legal proceedings to enforce rights on behalf of investors in SSE Shares or SZSE Shares in mainland China. Foreign investors, such as the Funds, that invest via Stock Connect and hold SSE Shares and/or SZSE Shares via HKSCC are the beneficial owners of the assets and are therefore entitled to exercise their rights exclusively via the nominee. 26 AMP Capital Funds, SICAV Prospectus

27 Not protected by the Investor Compensation Fund Investors should note that neither northbound nor southbound transactions via Stock Connect are covered by the Investor Compensation Fund in Hong Kong or the China Securities Investor Protection Fund. Investors are therefore not protected against these measures. The Investor Compensation Fund in Hong Kong was set up to compensate investors of any nationality who sustain monetary damages as a result of a licensed intermediary or an authorised financial institution defaulting on debt in connection with exchange-traded products in Hong Kong. Examples of payment defaults are insolvency, bankruptcy or winding up, breach of fiduciary duty, misappropriation, fraud or unlawful transactions. Depleted quotas Should the respective overall quota for northbound and southbound transactions be lower than the daily quota, the corresponding purchase orders will be suspended on the next trading day (sell orders will nonetheless be accepted), until the overall quota level returns to the daily quota level. After the daily quota has been used up, acceptance of corresponding purchase orders will be immediately suspended and no further purchase orders will be accepted for the rest of the day. Purchase orders that have already been accepted are not affected by the depletion of the daily quota. Sell orders will continue to be accepted. Depending on the overall quota level, purchases will resume on the following trading day. Risk of payment default at ChinaClear ChinaClear has set up a risk management system and has taken measures that have been approved by the China Securities Regulatory Commission ( CSRC ) and are subject to its supervision. Under the general CCASS rules, should ChinaClear (as the central counterparty) not meet its obligations, HKSCC shall attempt, where applicable, in good faith to claim the outstanding Stock Connect securities and ChinaClear funds via the legal channels available during the winding up of ChinaClear. HKSCC shall, in turn, distribute the Stock Connect securities and/or funds that can be reclaimed pro rata to qualified participants in accordance with the regulations of the competent Stock Connect authority. Investors should be aware of these regulations and the potential risk of a payment default by ChinaClear before investing in a Fund participating in northbound trading. Risk of payment default at HKSCC Non-fulfilment or delayed fulfilment by HKSCC of its obligations may lead to default when related Stock Connect securities and/or funds are settled or lost. The Funds and their investors could incur losses as a result. Neither the Funds, the Depository Bank nor the Investment Manager may be held responsible or liable for such losses. Ownership of Stock Connect securities Stock Connect securities are unsecuritised and held by HKSCC on behalf of their holders. The physical deposit and withdrawal of Stock Connect securities are not available to the Funds under northbound trading. The ownership and ownership rights of the Funds and entitlements to Stock Connect securities (regardless of the legal nature thereof, in equity or otherwise) are subject to the applicable requirements, including the laws on the disclosure of interests and restrictions on foreign share ownership. It is unclear whether the PRC courts recognise investors and would grant them standing to initiate legal proceedings against Chinese companies in the event of disputes. This is a complex legal area and investors should seek independent professional advice in this regard. Securities custody risk HSBC China has been appointed as sub-custodian to safekeep any SSE Shares and/or SZSE Shares owned by a Fund in China pursuant to the applicable laws and regulations. Any SSE Shares and/or SZSE Shares owned by a Fund will be registered by HSBC China in electronic form in a securities account with HKSCC and in accordance with the applicable laws and regulations. The Custodian shall ensure that HSBC China has appropriate procedures in place to properly safekeep the SSE Shares and/or SZSE Shares, including, but not limited to, maintaining records that clearly demonstrate that any SSE Shares and/or SZSE Shares owned by a Fund are recorded in the relevant Fund s name and segregated from the other assets of HSBC China. Investors should be aware that the Chinese securities market may involve increased legal risks relating to the holding of securities by local banks, agents and depositaries as well as with the clearing and settlement of trades. AMP Capital Funds, SICAV Prospectus 27

28 8. THE SICAV - MANAGEMENT AND ADMINISTRATION The SICAV The SICAV has been incorporated under the name of AMP Capital Funds, SICAV on 3 February 2014, for an unlimited period. The Articles were published in the Mémorial, Recueil des Sociétés et Associations C, on 24 February 2014 number 493. The SICAV is governed by the 2010 Law. In addition, the SICAV is governed by the Luxembourg law of 10 August 1915 on commercial companies, as amended. The registered office of the SICAV has been established at , route d Arlon, L-1150 Luxembourg, Grand Duchy of Luxembourg. The SICAV is registered at the Registre de Commerce et des Sociétés of Luxembourg, Grand Duchy of Luxembourg, under number B184472, where copies of its Articles of Association are available for inspection and can be received upon request. The minimum capital of the SICAV, as provided by law is the equivalent in USD of one million two hundred and fifty thousand euro (EUR1,250,000) which must be reached within six months after the CSSF has approved the SICAV. The capital of the SICAV is represented by fully paid-up Shares of no par value. The SICAV is open-ended which means that it may, at any time on the request of the Shareholders, redeem its Shares at prices based on the applicable net asset value per Share of the relevant Fund. In accordance with the Articles, the Board of Directors may issue Shares in each Fund. A separate portfolio of assets is maintained for each Fund and is invested in accordance with the investment objective applicable to the Fund. As a result, the SICAV is an umbrella fund enabling investors and/or Shareholders to choose between one or more investment objectives by investing in one or more Funds. The Board of Directors may from time to time decide to create further Funds; in that event, this Prospectus will be updated and amended so as to include detailed information on the new Funds. Management and administration Board of Directors The Board of Directors is responsible for the overall management and control of the SICAV. The members of the Board of Directors will receive periodic reports from the Investment Manager detailing the performance and analysing the investment portfolio of each Fund. The members of the Board of Directors are: Chairman Members Llewellyn Jenkins Llewellyn Jenkins John Li John Sutherland Llewellyn Jenkins Llewellyn Jenkins is the Product Owner for Global Equities and Fixed Income at AMP Capital. In this role, he is accountable for end to end product management of funds, separate accounts, trusts and also the UCITS fund range. Llewellyn has more than a decade of experience in leading product and project teams in the equities sector in financial markets. Prior to joining AMP in 2013, Llewellyn spent 10 years at Commonwealth Bank of Australia, during which time he held a variety of roles including the Head of Product Management and Development for the margin lending and derivative business and was Responsible Manager for Margin Lending on the Bank s licence. John Li Since November 2011, John Li is an Associate of The Directors Office, which is the leading practice of independent Directors in Luxembourg. Mr Li currently serves as Director on the Boards of a number of Funds and other financial institutions/companies such as SSGA Sicav, JPMorgan Asset range of UCITS, Banque Degroof Luxembourg and MDO Group. Previously, Mr Li was a Partner at KPMG Luxembourg for more than 20 years, including eight years as Managing Partner to 2008 and three years as Chairman of the Supervisory Board to He was also a member of the Leadership team of the Global Investment Management Practice in KPMG. John Sutherland John Sutherland is an experienced fund and corporate professional. He serves on several boards of regulated Luxembourg funds and financial services companies, as well as on boards of Luxembourg companies outside of the financial services sector. Mr Sutherland has over 20 years of experience acting as a Director and has worked with global companies including Blackstone, Henderson Global Investors, Cogent Investment Operations and BNP Paribas Securities Services, as well as several smaller organisations. The Management Company The Board of Directors has appointed MDO Management Company S.A. as the SICAV s management company ( Management Company ) to perform investment management, administration and marketing functions as described in annex II of the 2010 Law. The SICAV and the Management Company have entered into a Management Company Services Agreement dated 10 February AMP Capital Funds, SICAV Prospectus

29 The Management Company was established on 4 May 2007 for an indefinite period, with an initial capital of EUR1,085,470. It is registered under number B96744 in the Luxembourg commercial and companies register, where copies of its Articles of Association are available for inspection and can be received upon request. The Articles of Association were published in the official gazette of the Grand Duchy of Luxembourg Mémorial C, Recueil des Sociétés et Associations in Luxembourg on 25 July Besides managing the SICAV, the Management Company currently manages additional undertakings for collective investments, the list of which can be obtained from the Management Company. The Management Company is authorised under chapter 15 of the 2010 Law and fulfils the own funds requirements of this law. The registered office of the Management Company is in Luxembourg. In addition to the SICAV, the Management Company also manages other undertakings for collective investment; the list of which is available upon request. The Board of Directors of the Management Company is composed as follows: Mr Géry Daeninck, Chairman, Independent Director Mr John Li, Director, Independent Director Mr Martin Vogel, Chief Executive Officer, MDO Management Company S.A. Mr Carlo Montagna, Director, Independent Director Mr Yves Wagner, Director, Independent Director The Management Company also acts as Management Company for other investment funds. The names of these other funds are available upon request. The Management Company is responsible for the execution of the duties concerning the SICAV s investment management, central administration and distribution. The Management Company will be entitled to receive, payable out of the assets attributable to the SICAV, a fee of up to 0.07% per annum (excl. VAT if and to the extent applicable) calculated as the average of the month-end net asset value of the previous quarter, and invoiced quarterly in arrears, subject to a minimum fee of EUR15,000 per annum per Fund (excl. VAT if and to the extent applicable). For performing risk monitoring, analysis and reporting services, the Management Company will receive out of the assets attributable to each Fund a fee of up to EUR12,500 per annum per Fund (excl. VAT if and to the extent applicable), and invoiced quarterly in advance. The Management Company has been permitted by the SICAV to delegate certain administrative, distribution and investment management functions to specialised service providers. In that context, the Management Company may delegate certain marketing functions to the distributors. Without prejudice to the aforementioned delegation of duties to third parties, the Management Company remains entirely responsible for the supervision of the respective delegated duties. The Management Company has in place a remuneration policy in line with UCITS Directive 2009/65/EC, as amended. The remuneration policy sets out principles applicable to the remuneration of senior management, all staff members having a material impact on the risk profile of the financial undertakings as well as all staff members carrying out independent control functions. In particular, the remuneration policy complies with the following principles in a way and to the extent that is appropriate to the size, internal organisation and the nature, scope and complexity of the activities of the Management Company: i. it is consistent with and promotes sound and effective risk management and does not encourage risk taking which is inconsistent with the risk profiles of the Funds and the Articles of the SICAV ii. if and to the extent applicable, the assessment of performance is set in a multi-year framework appropriate to the holding period recommended to the investors of the Funds in order to ensure that the assessment process is based on the longer-term performance of the Funds and their investment risks and that the actual payment of performance-based components of remuneration is spread over the same period; iii. it is in line with the business strategy, objectives, values and interests of the Management Company and the SICAV and of the Shareholders, and includes measures to avoid conflicts of interest; iv. fixed and variable components of total remuneration are appropriately balanced and the fixed component represents a sufficiently high proportion of the total remuneration to allow the operation of a fully flexible policy on variable remuneration components, including the possibility to pay no variable remuneration component. The remuneration policy is determined and reviewed at least on an annual basis by a remuneration committee. The details of the up-to-date remuneration policy of the Management Company, including, but not limited to, a description of how remuneration and benefits are calculated, the identity of the persons responsible for awarding the remuneration and benefits, including the composition of the remuneration committee, are available on a paper copy will be made available free of charge upon request. AMP Capital Funds, SICAV Prospectus 29

30 Service providers (a) Depositary Bank, Paying and Domiciliary Agent The SICAV has appointed Mitsubishi UFJ Investor Services & Banking (Luxembourg) S.A. ( MIBL ), a public limited company (société anonyme) organised under the laws of the Grand Duchy of Luxembourg, with its registered office at , route d Arlon, L-1150 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B as depositary bank, paying and domiciliary agent ( Depositary Bank, Paying and Domiciliary Agent ). The Management Company and the SICAV have appointed MIBL as registrar and transfer agent, and central administration agent ( Registrar and Transfer Agent ). These appointments have been made under: Central Administration, Registrar and Transfer Agency Agreement dated 10 February 2014 between the SICAV, the Management Company and MIBL, the Depositary Bank, Paying and Domiciliary Agent Agreement dated 10 February 2014 between the SICAV and MIBL. The Depositary Bank, Paying and Domiciliary Agent Agreement dated 10 February 2014 between the SICAV and MIBL has been replaced by the Amended and Restated Depositary Bank, Domiciliary and Paying Agent Services Agreement dated 26 September 2016 between the SICAV and MIBL. The Depositary Bank may delegate to delegates and sub-delegates only the functions relating to the safe-keeping of financial instruments to be held in custody subject to the requirements of the 2010 Law and the UCITS Directive 2009/65/EC, as amended. These delegates and sub-delegates may, in turn, sub-delegate those functions, subject to the same requirements. The up-to-date list of delegates and sub-delegates is available for consultation by the Shareholders of the SICAV at A paper copy is available free of charge upon request. Conflicts of interest The Depositary Bank makes every effort to avoid conflicts of interest in the conduct of its business to comply with its regulatory obligations by putting in place appropriate measures to identify, prevent, monitor, manage and mitigate every potential conflict of interest that may occur between the Depositary Bank (or one or more entities belonging to the Depositary Bank) and its clients, in particular collective investment schemes (including the SICAV) and their shareholders. Criteria for identification of conflicts of interest When identifying situations in which a conflict of interest may arise, the Depositary Bank shall take into consideration the interests of the Shareholders, the interests of the SICAV and the duty of the Depositary Bank towards the SICAV and the Shareholders of the SICAV. For the purposes of identifying the types of conflicts of interest which may arise, the Depositary Bank will consider whether: i. the Depositary Bank, ii. a Director or Managing Director of the Depositary Bank, iii. an employee of the Depositary Bank, as well as any other natural person whose services are placed at the disposal and under the control of the Depositary Bank and who is involved in the provision by the Depositary Bank of central administration/depositary services, iv. a natural person who is directly involved in the provision of services to the Depositary Bank under a delegation arrangement to third parties for the purposes of the provision by the Depositary Bank of central administration/depositary services v. a person directly or indirectly linked by way of control to the Depositary Bank, is in any of the following situations, whether as a result of providing central administration/depositary services or otherwise: a. is likely to make a financial gain, or avoid a financial loss, at the expense of the Depositary Bank; b. has an interest in the outcome or a service or an activity provided to the Depositary Bank or of a transaction carried out on behalf of the Depositary Bank, which is distinct from the Depositary Bank; c. has a financial or other incentive to favor the interest of someone else over the interest of the Depositary Bank; d. carries on the same activities for the Depositary Bank and for another client or clients which are not the Depositary Bank; e. receives or will receive from a person other than the Depositary Bank an inducement in relation to central administration/depositary services, provided by the Depositary Bank, in the form of monies, goods or services, other than the standard commission or fee for that service. In order to identify all possible types of conflicts of interest arising from the combined provision of central administration/depositary and/or ancillary services and other activities, a list of the potential situations of conflicts of interest which the Depositary Bank could face has been developed as a result of its activities or the services it provides under the different regulations. Main potential conflicts of interest identified by the Depositary Bank Here below are the main potential conflicts of interest identified by the Depositary Bank: Potential conflicts of interest between the Depositary Bank and affiliated companies: the Depositary Bank must compensate an affiliated company fairly for all products or services. The Depositary Bank must never oblige the affiliated company to bear expenses which are due to the Depositary Bank. Potential conflicts of interest related to a link or a group link between the Management Company or the Board of Directors and the Depositary Bank: where a link or group link exists between them, the Management Company or the Board of Directors and the Depositary Bank shall put in place policies and procedures ensuring that they identify all conflicts of interest arising from that link and they take all reasonable steps to avoid those conflicts of interest. Potential conflicts of interest related to the independence of management boards and supervisory functions where a group link exists between the Management Company or the Board of Directors and the Depositary Bank. 30 AMP Capital Funds, SICAV Prospectus

31 Measures to be adopted in order to manage such conflicts The procedures to be followed and the measures to be adopted shall include the following, where it is necessary and appropriate for the Depositary Bank to ensure the requisite degree of independence. i. effective procedures to prevent or control the exchange of information between relevant persons engaged in collective portfolio management activities involving a risk of a conflict of interest where the exchange of information may harm the interests of one or more Funds; ii. the removal of any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of, or revenues generated by, different relevant persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities; iii. measures to prevent or limit any person from exercising inappropriate influence over the way in which a relevant person carries out collective portfolio management activities; iv. measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate collective management activities where such involvement may impair the proper management of conflicts of interest. Where the adoption or the practice of one or more of these measures and procedures does not ensure the requisite degree of independence, the Depositary Bank will adopt such alternative or additional measures and procedures as are necessary and appropriate for those purposes on a case-by-case basis. In addition, the Depositary Bank acting as depositary bank shall ensure that while carrying out its functions of depositary, acts honestly, fairly, professionally, independently and solely in the interest of the Shareholders. Record keeping and Reporting Requirements The Depositary Bank will maintain and regularly update a record of the types of central administration/depositary services, undertaken by itself or on its behalf in which a conflict of interest involving a material risk of damage to the interests of one or more of the Shareholders of the SICAV has arisen. In the event that any of the procedures and/or measures applied by the Management Company to manage any actual or potential conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the SICAV or its Shareholders will be prevented, the designated person nominated by the Depositary Bank as responsible for compliance must be promptly informed in order for the Depositary Bank to take any necessary decision to ensure that the Depositary Bank acts in the best interests of the SICAV and of the Shareholders of the SICAV. The Depositary Bank shall report those situations referred to in the preceding paragraph to the Shareholders by an appropriate durable medium and give reasons for its decision. Where the central administration/depositary Bank cannot ensure that the conflicts of interest procedures in place are sufficient to prevent damage to the SICAV or the Shareholders of the SICAV, the central administration/depositary Bank is obliged to report such cases to the designated person within the Depositary Bank responsible for compliance and ensure that any decision taken by the senior management of the central administration/depositary Bank (made in conjunction with the designated person responsible for compliance within the Depositary Bank) will ensure that the Depositary Bank acts in the best interests of the SICAV and of the Shareholders of the SICAV. Any such instances must be reported to the Shareholders in accordance with the requirements outlined above. For more information related to conflicts of interest, the detailed conflicts of interest policy of the Depositary Bank is accessible at: Up-to-date information regarding the Depositary Bank, its delegates and sub-delegates and the conflicts of interests that may arise from such a delegation will be made available to investors on request. MIBL was registered under the laws of the Grand Duchy of Luxembourg for an unlimited period on 8 May The Depositary Bank, Paying and Domiciliary Agent will be entitled to receive, payable out of the assets attributable to the SICAV, the following: a fee of up to 0.08% per annum (excl. VAT if and to the extent applicable) calculated as of each Valuation Day on the basis of the net asset value of the relevant Valuation Day and paid quarterly in arrears; a fee of 65 USD per month per share class for preparing a report of the ongoing charges ratio of the SICAV and paid quarterly in arrears; and an annual fee of five thousand Euro (EUR5,000.-) per sub fund for preparing and providing Fund Factsheets to the Global Distributor, for all live share classes of the SICAV within twelve business days after each month and paid quarterly in arrears. The Depositary Bank shall be responsible for the safe-keeping of the assets of the SICAV as well as for the monitoring of the SICAV s cash flows. In addition, the Depositary Bank shall be responsible to perform the following oversight functions: ensure that the sale, issue, repurchase, redemption and cancellation of the Shares of the SICAV are carried out in accordance with the 2010 Law and the Articles; ensure that the value of the Shares is calculated in accordance with the 2010 Law and the Articles; carry out the instructions of the Investment Manager, unless they conflict with the 2010 Law or with the Articles; ensure that in transactions involving the assets of the SICAV any consideration is remitted to the SICAV within the usual time limits; and ensure that the income of the SICAV is applied in accordance with the 2010 Law and the Articles. The Paying Agent shall be responsible for collection of subscription monies in relation to the issue of Shares as well as for making payments in relation to the redemption and/or switching of Shares and, if applicable, payments of dividends to Shareholders. AMP Capital Funds, SICAV Prospectus 31

32 The duties of the Registrar and Transfer Agent include the duty to keep the register of registered shares of the SICAV, if any, and to process subscriptions, redemptions, switching and withdrawals. The Depositary Bank, Paying and Domiciliary Agent must exercise due care and diligence in its duties and will be liable to the SICAV and to the Shareholders for any loss of a financial instrument held in custody by the Depositary Bank, Paying and Domiciliary Agent or any sub-custodian as well as for any loss suffered by them as a result of the Depositary Bank, Paying and Domiciliary Agent s negligence or wilful default in properly fulfilling its obligations. The liability of the Depositary Bank, Paying and Domiciliary Agent will not be affected by entrusting to a third party the safe-keeping of some or all of the assets of the SICAV. To discharge its statutory responsibility, the Depositary Bank, Paying and Domiciliary Agent shall be satisfied, from the beginning and for the whole duration of the custody agreement, that the third parties with whom the SICAV s assets are held in custody are reputable, competent and have sufficient financial resources. Up-to-date information regarding the identity, duties, safe-keeping delegations and conflicts of interest of the Depositary Bank, Paying and Domiciliary Agent will be made available to the Shareholders of the SICAV upon request. The Depositary Bank, Paying and Domiciliary Agent are not involved, directly or indirectly, in the business affairs, organisation, sponsorship or management of the SICAV and are not responsible for the preparation of this Prospectus and accept no responsibility for any information contained in this Prospectus other than the above description. Decisions in respect of the purchase and sale of assets for the SICAV, the selection of underlying managers and the negotiation of commission rates are made by the Investment Manager. Agreements may be entered into with various paying agents and/or representatives to, inter alia, perform certain administrative services, distribute the Shares or to act as representatives in respect of the SICAV in the relevant jurisdictions. (b) Investment Manager and Sub-Investment Manager The Board of Directors is responsible for the investment objectives and policies of each Fund and for the investment management and administration of the SICAV. Through the appointment of the Management Company, the Board of Directors has delegated the portfolio management of each Fund to the Management Company. With the prior approval of the Board of Directors, the Management Company has appointed under its control and responsibility AMP Capital Investors Limited, as investment manager ( Investment Manager ) of the SICAV and its Funds. The Investment Manager and Management Company have entered into an Investment Management Agreement dated 10 February The Investment Manager will be entitled to receive, payable out of the assets attributable to the SICAV, an investment management fee of up to 1.6% per annum calculated as of each Valuation Day on the basis of the net asset value on the relevant Valuation Day and paid quarterly in arrears. Z Shares will not bear Investment Manager fees. The Investment Manager may pay all or part of the fees and charges it receives as a commission, retrocession or discount to financial intermediaries or Sub-Distributors. The Investment Manager provides the Management Company with reports in connection with the management of the assets of the Funds and shall have discretion, on a day-to-day basis and subject to the overall control and responsibility of the Management Company and of the Board of Directors, to purchase and sell such liquid assets and other securities and otherwise to manage the Funds portfolios. Any management activities of the Investment Manager shall be subject to compliance with the investment policy and investment restrictions of the relevant Funds as set out in this Prospectus and Appendix A as well as with any additional restrictions and directions notified by the Management Company to the Investment Manager from time to time. The Investment Manager may, subject to the approval of the Management Company and of the Board of Directors, sub-delegate its powers, in which case this Prospectus will be updated or supplemented accordingly. In addition, the Investment Manager may from time to time appoint one or several investment advisers to advise the Investment Manager in relation to the management of the assets of the SICAV or the relevant Fund(s). The Investment Manager shall pay the fees for the sub-investment managers or investment advisers. In case of the appointment of any such sub-investment managers or investment advisers by the Investment Manager, the Investment Manager shall exercise reasonable care in the selection and supervision of the relevant sub-investment managers or investment advisers. 32 AMP Capital Funds, SICAV Prospectus

33 (c) Global Distributor, Sub-Distributors, intermediaries and nominees With the prior approval of the Board of Directors, the Management Company has appointed under its control and responsibility as Global Distributor of the SICAV and its Funds, AMP Capital Investors Limited, a company limited by shares, incorporated and organised under the laws of Australia, with its registered office at AMP Building, 33 Alfred Street, Sydney NSW 2000, Australia, licensed and regulated by the Australian Securities and Investments Commission, to distribute, market and promote the Shares. The appointment of the Global Distributor was made pursuant to a global distribution agreement concluded for an unlimited period of time from the date of its signature. It may be terminated by either party thereto giving not less than two months prior notice. The Global Distributor may, with the prior approval of the Management Company, appoint Sub-Distributors and other intermediaries to distribute, market and promote the Shares. Under those agreements such Sub-Distributors or intermediaries may agree to act as or appoint nominees for investors subscribing for Shares through their facilities. In such capacity the Sub-Distributor or intermediary may effect subscriptions, switches and redemptions of Shares in the nominee name on behalf of individual investors and request the registration of such transactions on the register of Shareholders of any Fund in the nominee name. The appointed nominee maintains its own records and provides the investor with individualised information as to its holdings of Shares in any Fund. Except where local law or custom prohibits the practice, investors may invest directly in any Fund and not avail themselves of a nominee service. Unless otherwise provided by local law, any Shareholder holding Shares in a nominee account with a Sub-Distributor has the right to claim, at any time, direct title to such Shares. The SICAV draws the attention of investors to the fact that any investor will only be able to fully exercise his/her investor rights directly against the SICAV, notably the right to participate in general meetings of Shareholders, if the investor is registered himself/herself and in his/her own name in the register of Shareholders of the SICAV. In cases where an investor invests in the SICAV through an intermediary investing into the SICAV in his/her own name but on behalf of the investor, it may not always be possible for the investor to exercise certain Shareholder rights directly against the SICAV. Investors are advised to take advice on their rights. (d) Termination right The Management Company will ensure that each agreement pursuant to which the Depositary Bank, Paying and Domiciliary Agent, the Investment Manager (or any sub-investment manager) or the Global Distributor (or any Sub-Distributor) is appointed will permit the Management Company to immediately terminate all contractual relations with such agents when such immediate termination is required to enable the Management Company to act in the best interests of the shareholders of the SICAV. Dissolution and liquidation of the SICAV The SICAV may at any time be dissolved by a resolution of the general meeting of Shareholders subject to the quorum and majority requirements applicable for amendments to the Articles. Whenever the share capital falls below two-thirds (2/3) of the minimum capital indicated in Article 5 of the Articles, the question of the dissolution of the SICAV shall be referred to a general meeting of Shareholders by the Board of Directors. The question of the dissolution of the SICAV shall also be referred to a general meeting of Shareholders whenever the share capital falls below one-fourth (1/4) of the minimum capital set by Article 5 of the Articles. In this event, the general meeting shall be held without any quorum requirement and the dissolution may be decided by Shareholders holding one-fourth (1/4) of the Shares represented at the meeting. The meeting must be convened so that it is held within a period of forty (40) calendar days after ascertaining that the net assets have fallen below two-thirds (2/3) or one-fourth (1/4) of the legal minimum. Liquidation shall be carried out by one or several liquidators, who may be physical persons or legal entities, duly approved by the CSSF and appointed by the general meeting of Shareholders which shall determine their powers and their compensation. The net proceeds of liquidation corresponding to each class of Shares in each Fund shall be distributed by the liquidators to the holders of Shares of the relevant class in such Fund in proportion to their holding of such Shares. Should the SICAV be voluntarily or compulsorily liquidated, its liquidation will be carried out in accordance with the provisions of the 2010 Law, which specifies the steps to be taken to enable Shareholders to participate in the distribution(s) of the liquidation proceeds and provides for a deposit in escrow at the Caisse de Consignation at the time of the close of liquidation. Amounts not claimed from escrow within the statute of limitation period shall be liable to be forfeited according to Luxembourg laws and regulations. Dissolution and merger of Funds In the event that for any reason the value of the net assets in any Fund has decreased to an amount determined by the Board of Directors to be the minimum level for such Fund to be operated in an economically efficient manner, or if a change in the economic or political situation relating to the Fund concerned would have material adverse consequences on the investments of that Fund or in order to proceed to an economic rationalisation, the Board of Directors may decide to compulsorily redeem all the Shares issued in such Fund at the net asset value per Share (taking into account actual realisation prices of investments and realisation expenses), calculated on the Valuation Day at which such decision shall take effect. The SICAV shall serve a notice to the holders of the relevant Shares prior to the effective date for the compulsory redemption, which will indicate the reasons for, and the procedure of the redemption operations. Registered Shareholders shall be notified in writing. Unless it is otherwise decided in the interests of, or to keep equal treatment between, the Shareholders, the Shareholders of the Fund concerned may continue to request redemption or switching of their Shares free of charge (but taking into account actual realisation prices of investments and realisation expenses) prior to the date effective for the compulsory redemption. Notwithstanding the powers conferred to the Board of Directors by the preceding paragraph, the general meeting of Shareholders of any Fund may, upon a proposal from the Board of Directors, redeem all the Shares of such Fund and refund to the Shareholders the net asset value of their Shares (taking into account actual realisation prices of investments and realisation expenses) calculated on the Valuation Day at which such decision shall take effect. AMP Capital Funds, SICAV Prospectus 33

34 There shall be no quorum requirements for such general meeting of Shareholders which shall decide by resolution taken by simple majority of the Shares present or represented. Assets which may not be distributed to their beneficiaries upon the implementation of the redemption will be deposited with the Depositary Bank, Paying and Domiciliary Agent of the SICAV for a period of nine (9) months as from the decision of the redemption; after such period, the assets will be deposited with the Caisse de Consignation on behalf of the Persons entitled thereto. All redeemed Shares shall be cancelled. (a) Merger with another UCI or Fund/sub-fund not qualifying as a UCITS In the same circumstances described in the first paragraph of this section, the Board of Directors may decide to allocate the assets of any Fund to those of another UCI or to another Fund/sub-fund within such other UCI and to re-designate the Shares of the Fund concerned as Shares of such other UCI or Fund/sub-fund (following a split or consolidation, if necessary, and the payment of the amount corresponding to any fractional entitlement to Shareholders). Such decision will be notified in the same manner as described in the first paragraph of the section Dissolution and merger of the Funds (and, in addition, the publication will contain information in relation to the new Fund/sub-fund), one (1) month before the date on which the merger becomes effective to enable Shareholders to request redemption or switching of their Shares, free of charge, during the period. Notwithstanding the powers conferred to the Board of Directors by the preceding paragraph, a contribution of the assets and of the liabilities attributable to any Fund to another UCI or to another Fund/sub-fund within such other UCI shall require a resolution of the Shareholders of the Fund concerned taken with fifty per cent (50%) quorum requirement of the Shares in issue and adopted at a two third (2/3) majority of the Shares present or represented at such meeting, except when such a merger is to be implemented with a Luxembourg UCI of the contractual type (fonds commun de placement) or a foreign-based UCI, in which case resolutions shall be binding only on such Shareholders who have voted in favour of such merger. (b) Merger with another Fund or another UCITS or Fund/sub-fund of other UCITS Subject to the conditions set out in Chapter 8 of the 2010 Law (which are entirely applicable but summarised in this section), the SICAV and/or any Fund may, either as a merging UCITS ( Merging UCITS ) or as a receiving UCITS ( Receiving UCITS ), be subject to cross-border and domestic mergers as defined in Article 1, points 21 and 22 of the 2010 Law in accordance with one or more of the merger techniques provided for in Article 1, point 20 of the 2010 Law. Where the SICAV and/or any Fund is the Merging UCITS, the merger is subject to prior authorisation by the CSSF. Where the SICAV and/or any Fund is the Receiving UCITS, the merger is subject to the supervision of the CSSF in cooperation with the relevant authority as provided for in the 2010 Law, if applicable. In any case, the merger must be approved by the meeting of Shareholders deciding by simple majority of the votes cast by Shareholders present or represented at the meeting and the approval of the common draft terms of the merger by the Shareholders, as required under Article 67 of the 2010 Law, must be adopted by simple majority, without requiring more than seventy-five per cent (75%) of the votes cast by the Shareholders present or represented at the meeting. For any merger where the SICAV and/or any Fund ceases to exist, the effective date of the merger will be decided by a meeting of the Shareholders of the SICAV and/or the relevant Fund, respectively. There shall be no quorum requirements for this meeting of Shareholders to decide by resolution taken by simple majority of the Shares present or represented. The effective date of the merger will be recorded by notarial deed. Where a merger requires the approval of the Shareholders according to the provisions above, only the approval of the Shareholders of the Fund(s) concerned by the merger shall be required. In any case, the Merging UCITS and the Receiving UCITS must draw up common draft terms of merger to set out the particulars provided under Article 69 of the 2010 Law including the effective date of the merger. The depositaries of the Merging UCITS and the Receiving UCITS, in so far as they are established in Luxembourg, must verify the conformity of such particulars with the 2010 Law and the constitutive documents of the relevant UCITS. Furthermore, the Merging UCITS established in Luxembourg shall entrust either an authorised auditor or an independent auditor to issue a report on the proposed merger. A copy of the report shall be made available on request and free of charge to the Shareholders of both the Merging UCITS and the Receiving UCITS. After the competent authority has authorised the proposed merger, each of the Merging UCITS and the Receiving UCITS shall provide appropriate and accurate information on the proposed merger to their respective Shareholders and/or investors. The information shall be provided at least thirty (30) calendar days before the last date for requesting repurchase, redemption or switching. The Shareholders of the SICAV and/or the relevant Fund will have the right to request, without any charge other than those retained by the SICAV to meet disinvestment costs, the repurchase or redemption of their Shares or, if possible, their switching into shares and/or units in another UCITS with similar investment policy and managed by the same Management Company or by any other company with which the Management Company is linked by common management or control, or by a substantial direct or indirect holding. The SICAV and/or the relevant Fund may temporarily suspend the subscription, repurchase, switching or redemption of Shares, provided that any such suspension is justified by the protection of the Shareholders. The CSSF may moreover require the temporary suspension of the subscription, repurchase, switching or redemption of Shares provided that any such suspension is justified by the protection of the Shareholders. The entry into effect of the merger shall be made public through all appropriate means by the receiving UCITS established in Luxembourg and shall be notified to the CSSF. 34 AMP Capital Funds, SICAV Prospectus

35 Fees and expenses For a summary of the fees charged to each Fund, please refer to "Appendix A: Fund details". The SICAV pays out of the assets of each Fund all expenses payable by the SICAV which includes but is not limited to: formation expenses fees payable to its Management Company, the Investment Manager, including performance fees, if any fees payable to the Depositary Bank, Paying and Domiciliary Agent, and Registrar and Transfer Agent the remuneration (if any) of the members of the Board of Directors and their reasonable out-of-pocket expenses, insurance coverage reasonable travelling costs in connection with board meetings, any fees and expenses involved in registering and maintaining the registration of the SICAV with any governmental agencies or stock exchanges in the Grand Duchy of Luxembourg and in any other country including any fee or paying agents and permanent representatives in places of registration reporting and publishing expenses, including the costs of preparing, printing, advertising and distributing prospectuses, explanatory memoranda, periodical reports or registration statements, and the costs of any reports to Shareholders, all taxes, duties, governmental and similar charges all other operating expenses, including the cost of buying and selling assets, legal and auditor fees, distribution costs, interest, bank charges and brokerage, postage, telephone and internet, and costs for general meetings including notary fees when applicable. The SICAV may accrue administrative and other expenses of a regular or recurring nature based on an estimated amount rateably for yearly or other periods. If any liability of the SICAV cannot be considered as being attributable to a particular Fund, such liability shall be allocated to all the Funds pro-rata to their net asset value or in such other manner as determined by the Board of Directors acting in good faith. Expenses incurred in connection with the incorporation of the SICAV and the creation of the initial Funds, including those incurred in the preparation and publication of the first Prospectus, as well as the CSSF fees, legal and tax advice, taxes, duties and any other publication expenses, amounted to approximately USD 300,000. These expenses will be borne by the initial Funds and will be amortised over a maximum period of five (5) years. Expenses incurred in connection with the creation of any additional Fund shall be borne by the relevant Fund and will be written off over a period of five (5) years. Hence, the additional Funds shall not bear a pro rata of the costs and expenses incurred in connection with the creation of the SICAV and the initial issue of Shares, which have not already been written off at the time of the creation of the new Funds. AMP Capital Funds, SICAV Prospectus 35

36 9. REPORTS AND INFORMATION Information about AMP Capital Investors Limited AMP Capital Investors Limited, the Investment Manager of the SICAV, is part of AMP Capital. AMP Capital is a specialist investment manager with over USD119.8 billion (1) in funds under management and over 70 years of experience managing investments. With in-house investment professionals and carefully selected global network of investment partners, the AMP Capital business, which consists of the Investment Manager and related entities that are owned by AMP Capital Holdings Limited offers significant depth and breadth of investment expertise. AMP Capital has specialists focusing on the following strategies: Equities - One of the largest Australian equities capabilities and a growing global presence in international equities investment, offering a range of specialist teams. AMP Capital was the first Australian company to be awarded a QFII license by the CSRC to trade in A Shares in China. Infrastructure - AMP Capital was ranked a Global Top 10 Infrastructure Investment Manager by Towers Watson in 2012 and has been investing in infrastructure assets since the late 1980s. Today, AMP Capital manages infrastructure investments across Asia, Europe, North America, Australia and New Zealand, investing in all sub-sectors (utilities, transport and social infrastructure) and lifecycles (greenfield, growth and mature) of the infrastructure universe. Listed infrastructure - A leader with significant experience in listed infrastructure investing, AMP Capital has a team of professionals based in Europe, the US and Asia Pacific dedicated to client objectives. Direct real estate - One of the largest real estate investment managers in Asia with over 50 years experience, AMP Capital manages core commercial, industrial and retail assets as well as more opportunistic investments. AMP Capital has been ranked a Global Top 15 Real Estate Investment Manager by Towers Watson. Listed real estate - An experienced investment manager of global real estate securities, with specialists situated in London, Chicago, Hong Kong and Sydney, AMP Capital manages funds on behalf of institutional and retail investors across Asia, Australia, New Zealand and the Middle East. Fixed income - One of the largest fixed income teams in Australia and Asia, covering a broad fixed income spectrum, from government bonds to hybrid securities. With on-the-ground operations established in Australia, Bahrain, China, Hong Kong, India, Japan, Luxembourg, New Zealand, Ireland, the United Kingdom and the United States, AMP Capital has strong partnerships with regional specialists around the world. Its proven track record and brand, as well as established relationships with business, governments and financial institutions, give AMP Capital a competitive edge in deal sourcing and origination. The website can be found at Figure 1: Locations of AMP Capital offices and representatives 1 As at 31 December AMP Capital Funds, SICAV Prospectus