tfranz lifestages Funds Administration New Zealand Limited FANZ a subsidiary of S65 Rani, Lifestages KiwiSaver Scheme

Transcription

1 tfranz Funds Administrtion New Zelnd Limited FANZ susidiry of S65 Rni, lifestges Lifestges KiwiSver Scheme Prospectus dted 22 Septemer

2 Key Informtion out the Lifestges KiwiSver Scheme This tle provides snpshot of key informtion out the Lifestges KiwiSver Scheme. You should red it in conjunction with the detiled informtion set out elsewhere in this prospectus, nd with the Scheme's investment sttement. Scheme overview The Lifestges KiwiSver Scheme is KiwiSver scheme mnged y Funds Administrtion New Zelnd Limited, susidiry of Southlnd Building Society ('SBS Bnk'). Its trustee is Trustees Executors Limited. The Scheme is PIE for tx purposes, mening tht tx is usully pid on your ehlf t rte pproximting your mrginl tx rte (ut cpped t 28%). For more informtion see prgrphs to Investment funds Two investment funds re currently offered, the Lifestges Income Fund nd the Lifestges High Growth Fund. You cn choose to invest in oth funds. The two funds invest into rnge of underlying investments. Your contriutions re pplied towrds units in the fund(s) you choose, nd the vlue of those units chnge to reflect the returns ttriuted to those funds (either positive or negtive), s well s the Scheme's fees nd expenses. The Lifestges Income Fund ims to provide low risk investment option. It is generlly suitle if you wnt to hve low risk' investment portfolio which invests solely in income producing ssets such s New Zelnd csh nd fixed interest investments nd glol fixed interest investments. The Lifestges High Growth Fund ims to provide cpitl growth over the long term. The mjority of the Lifestges High Growth Fund is invested in rod spred of New Zelnd nd interntionl growth ssets nd s such its return is likely to fluctute depending on mrket conditions. It hs high risk profile. You cn lso choose to invest through the "Lifestges Auto" option. If you select the "Lifestges Auto" option, your contriutions nd ccumulted lnce(s) will e llocted etween the Lifestges Income Fund nd the Lifestges High Growth Fund sed on your ge. The Lifestges Cpitl Stle Portfolio nd the Lifestges Growth Portfolio previously offered s prt of the Scheme cesed to e ville to new investors from 1 Jnury 2016 nd 21 Septemer 2015 respectively. For more informtion see section 6.6. Contriutions If you re employed, contriutions re normlly deducted from your slry or wges t rte you select either 3%, 4%, or 8%. You cn lso mke dditionl contriutions directly to us, or vi Inlnd Revenue. Most employees re lso entitled to 3% employer contriution. If you re self-employed or not working you cn mke contriutions directly to us, or vi Inlnd Revenue. New Zelnd residents ged etween 18 nd the ge you ecome eligile to withdrw (see elow) re usully entitled to receive contriutions from the Government to mtch their own contriutions, t the rte of 50 cents for ech dollr contriuted, up to mximum of $ per yer. For more informtion see prgrphs to nd section Withdrwls Becuse the Scheme is KiwiSver scheme, your investment cnnot normlly e withdrwn until you rech ge 65 (suject to you first hving een memer of KiwiSver scheme or PROSPEC, rus LIFESTAGES K1WISAVER SCHEME

3 complying supernnution fund (if you trnsferred to KiwiSver scheme from complying supernnution fund) for five yers). Erly withdrwls re permitted for serious illness, significnt finncil hrdship, permnent emigrtion, pying certin tx nd student lon liilities tht hve risen on trnsfer from n overses pension scheme nd for the purchse of first home. A enefit is lso pyle to your estte if you die. For more informtion see prgrphs to nd section Principl risks The principl risks pplying to the Scheme tht could ffect your returns is the Lifestges Income Fund's exposure to SBS Bnk, investment risk, counterprty risk, risks relting to the collection nd pyment of contriutions y employers, nd regultory risk. Investments in the Scheme re not gurnteed. For more informtion see section Fees nd expenses The following fees re pyle from the Scheme: Mngement fee Lifestges Income Fund: 0.65% per nnum Lifestges High Growth Fund: 0.85% per nnum Trustee fee Up to 0.06% per nnum The following fee is pyle y memers from their KiwiSver ccounts: Administrtion fee $2.00 per memer per month There re no switching fees, entry fees, trnsfer fees, or exit fees. Expenses incurred in operting the Scheme re usully deducted from the Scheme. These include udit, legl, nd custody fees, nd the costs of uying nd selling the Scheme's investments. These fees my chnge in the future. Fees re lso chrged nd expenses incurred in underlying funds which the Scheme invests in, impcting on returns to the Scheme. For more informtion see sections 10.1 nd Relted prty trnsctions A lrge proportion of the csh exposure of the Lifestges Income Fund nd the Lifestges High Growth Fund is otined through direct or indirect unsecured deposits (including redeemle shres) with SBS Bnk. For more informtion see section PROSPECTUS LiFESTAGES KIWISAVEFR SCHEME

4 Contents 1 Description of scheme 5 2 Mngers nd promoters 6 3 Registrr, custodin, uditors, dvisers, nd experts 8 4 Independence of KiwiSver trustee nd ny custodins 8 5 KiwiSver trustee 8 6 Description of the scheme nd its development 10 7 Summry finncil sttements 27 8 Gurntors 30 9 Acquisiton of usiness or equity securities Interested persons Mteril contrcts Pending proceedings Other terms of offer nd scheme Finncil sttements nd uditor's report Plces of inspection of documents Other mteril mtters Mnger's sttement KiwiSver trustee's sttement 46 Registered prospectus In ccordnce with cluse 6 of Schedule 4 to the Finncil Mrkets Conduct Act 2013, this prospectus contins n offer of memership in the Lifestges KiwiSver Scheme to which the Securities Act 1978 pplies. A signed copy of this prospectus nd copies of the documents required y section 41 of the Securities Act 1978 were delivered for registrtion to the Registrr of Finncil Service Providers on 22 Septemer 2016 ('Registrtion Dte'). Disclimer Neither Funds Administrtion New Zelnd Limited nor its prent Southlnd Building Society ('SBS Bnk') gurntees (either prtilly or fully) the cpitl vlue or performnce of the securities. The principl nd returns of the Lifestges KiwiSver Scheme re not gurnteed or secured in ny wy y Funds Administrtion New Zelnd Limited or its prent SBS Bnk (or ny other memer of the SBS Bnk group), Trustees Executors Limited, or ny other person. Investments in the Scheme do not represent deposits or other liilities of Funds Administrtion New Zelnd Limited or its prent SBS Bnk, nd re suject to investment risk, including possile delys in repyment nd loss of income nd principl invested. Legisltion All legisltion referred to in this prospectus is ville online t Glossry A glossry of defined terms used in the prospectus is set out t the end of this prospectus. PROSPECTUS LIFESTAGES KIWISAVER SCHEME

5 I Description of scheme 1.1 The Scheme is clled the Lifestges KiwiSver Scheme (`Scheme'). It ws estlished in Wellington in The Scheme is governed y consolidted trust deed dted 20 Septemer 2012 (Trust Deed'). 1.2 The Scheme is registered KiwiSver scheme under the KiwiSver Act 2006 (`Act'). It is defined contriution scheme (which mens tht enefits from the Scheme re sed on contriutions mde nd investment returns received, fter the deduction of fees, expenses, nd tx) nd is trust principlly for the purpose of providing retirement enefits directly or indirectly to nturl persons. 1.3 Your interest in the Scheme is represented y units purchsed with contriutions nd other mounts received from you nd from other people contriuting for you (such s your employer). 1.4 The Scheme is divided into investment funds, which provide indirect exposure to different comintion of underlying investments. As t the Registrtion Dte, two funds re ville: Lifestges Income Fund Lifestges High Growth Fund. 1.5 You cn choose to invest in one fund, or comintion oth funds. If you do not choose fund your contriutions re invested in the Scheme's defult portfolio, which s t the Registrtion Dte is the Lifestges Income Fund. The Scheme lso hs the ility to offer personl plns, ut s t the Registrtion Dte these re not offered. 1.6 You cn lso choose to invest through the "Lifestges Auto" option. The "Lifestges Auto" option lloctes your contriutions etween the Lifestges Income Fund nd Lifestges High Growth Fund sed on your ge. When you rech ge 35, 45, or 55 your lloction etween those funds will e utomticlly djusted sed on the predetermined exposures for the new ge group. 1.7 If you choose to invest in oth funds or if you choose to invest through the "Lifestges Auto" option, we will relnce your contriutions nd ccumulted lnce(s) ck to. your chosen lloctions on n nnul sis (unless we notify you otherwise). As t the Registrtion Dte, we intend to conduct n nnul relncing on or out 15 August ech yer. 1.8 The Scheme lso comprises of the Lifestges Cpitl Stle Portfolio nd the Lifestges Growth Portfolio. As t the Registrtion Dte, the Lifestges Cpitl Stle Portfolio nd the Lifestges Growth Portfolio re closed to new investors nd re not offered in this prospectus. 1.9 As t the Registrtion Dte the Scheme no longer hs QROPS sttus under UK legisltion. This follows UK legisltive chnge which took effect on 6 April 2015 nd mens tht the Scheme is no longer ccepting UK pension trnsfers. For more informtion see section PROSPECTUS LIFESTAGES KIWISAVER SCHEME

6 2 Mngers nd promoters The mnger nd its directors 2.1 Funds Administrtion New Zelnd Limited ('we', s', nd 'our') is the mnger of the Scheme. Our ddress is: 51 Don Street PO Box 835 Invercrgill 2.2 As t the Registrtion Dte, our directors re: Grhm Duston, Executive Director BCom, AFA Christchurch Grhm hs over 20 yers' experience in the finncil services industry, nd hs extensive investment mngement experience. During his time in the industry Grhm hs een responsile for the introduction nd mngement of some of New Zelnd's most successful investment progrmmes such s TOWER's TORTIS Funds nd ANZ's Ascent Investment Progrmme. Prior to joining Funds Administrtion New Zelnd Limited, Grhm ws the Generl Mnger of ANZ Funds Mngement nd New Zelnd Mnger of ANZ Life New Zelnd. He hs lso held senior mngement roles with TOWER Trust Services nd Armstrong Jones/ING (now ANZ New Zelnd Investments). Grhm holds Bchelor of Commerce nd Post Grdute Diplom in Commerce from Otgo University. He lso holds Ntionl Certificte in Finncil Services (Finncil Advice) [Level 5] nd is n Authorised Finncil Adviser. Grhm ecme director of Funds Administrtion New Zelnd Limited in His other directorships include Stples Rodwy Asset Mngement Limited nd SR Investment Mngement Limited, oth relted compnies of Funds Administrtion New Zelnd Limited. Greg Mulvey, Greg is the generl mnger of the Invercrgill Licensing Trust, position Director he hs held since April BCom, FCA, FNZIM Invercrgill Greg is fellow of oth the New Zelnd Institute of Chrtered Accountnts nd the New Zelnd Institute of Mngement. He holds Bchelor of Commerce degree from Otgo University, mjoring in mrketing/mngement nd ccounting. Greg ws ppointed to the ord of SBS Bnk in Ferury He is director of DB South Islnd Brewery Limited nd is lso trustee of the Southlnd Indoor Leisure Centre Chritle Trust. Greg ecme director of Funds Administrtion New Zelnd Limited in PROSPECTUS LIFESTAGES KIWISAVER SCHEME

7 Michel Ski!ling, Director BA grisci, PGDipBnk Aucklnd Jeff Wlker, Chirmn LLB Invercrgill Michel joined the ord in My 2016, nd hs een memer of the ord of SBS Bnk since He hs in depth experience in retil, privte, rurl nd usiness nking together with insurnce, mnged funds nd finnce compnies. Michel is director of seven Bords - three lrge scle frming enterprises, motor vehicle importer nd finncier, pre-school usiness, n investment house rentl usiness nd finnce compny. He ws founding director of The ICEHOUSE nd Bord Memer nd trustee for eight yers. He is judge of the Aucklnd Business Awrds nd the Indin Business Awrds. He is Fellow of Finncil Services Institute of Austrlsi (FINSIA) nd memer of the NZ Institute of Directors. Jeff, prcticing rrister nd solicitor in Invercrgill, ws elected to the ord of SBS Bnk in He ws memer of the Southlnd District Lw Society Council from 1991 to 2009 when he retired s pst president. Jeff is oth pst president nd life memer of Reltionship Services. He is president of Footll South, Southlnd Footll Inc, the Federtion of WEAs, nd Southlnd WEA. He is lso life memer of Southlnd Footll. Jeff hs een the chirmn of Funds Administrtion New Zelnd Limited since His other directorships include Stples Rodwy Asset Mngement Limited nd SR Investment Mngement Limited, oth relted compnies of Funds Administrtion New Zelnd Limited. Derek Young, Executive Director BCA, CA Wellington Derek Young is n experienced funds mngement professionl. Derek hs over 20 yers' experience working for leding funds mngement orgnistions such s TOWER, ANZ Funds Mngement, nd ING (now ANZ New Zelnd Investments) in senior mngement roles. Prior to joining FANZ, Derek ws Generl Mnger for Armstrong Jones/ING s well s eing responsile for the opertions of ANZ Life New Zelnd. Derek holds Bchelor of Commerce nd Administrtion nd is Chrtered Accountnt. Derek ecme director of Funds Administrtion New Zelnd Limited in Our directors cn e contcted t the ddress set out in prgrph Our ddress, our directors, nd our directors' ddresses my chnge from time to time. You cn otin the current ddresses nd the nmes of our current directors y clling us on We re susidiry of SBS Bnk. SBS Bnk does not gurntee ny investment in the Scheme. 2.6 We lso mnge the Lifestges Unit Trusts. We do not mnge ny other KiwiSver schemes. PROSPECTUS - LIFESTAGES KIWISAVER SCHEME

8 2.7 As t the Registrtion Dte, the Scheme does not hve ny promoters, with Funds Administrtion New Zelnd Limited eing the only entity instrumentl in formulting the progrmme offering interests in the Scheme under this prospectus. Administrtion nd investment mngers 2.8 We hve ppointed Trustees Executors Limited s dministrtion mnger to provide registry services nd some dministrtive functions for the Scheme. The securities services division of Trustees Executors Limited provides these services. 2.9 As t the Registrtion Dte we hve not ppointed ny investment mngers, lthough we could do so in the future. Bnkruptcy, insolvency, dishonesty convictions, nd director ns 2.10 During the five yers preceding the Registrtion Dte none of us, our directors, or Trustees Executors Limited or its directors hve een (s pplicle): djudged nkrupt or insolvent convicted of ny crime involving dishonesty prohiited from cting s director of compny plced in sttutory mngement, voluntry dministrtion, liquidtion, or receivership. 3 Registrr, custodin, uditors, dvisers, nd experts 3.1 Trustees Executors Limited is the Scheme's registrr. 3.2 Trustees Executors Limited is lso the Scheme's custodin, nd holds the ssets in the nme of its 100% owned susidiry T.E.A. Custodins Limited. 3.3 KPMG re the Scheme's uditors. KPMG re registered s n udit firm under the Auditor Regultion Act KPMG re independent of us nd the Scheme, lthough some of the prtners nd stff of KPMG my e memers of the Scheme in their personl cpcity. 3.4 Kensington Swn re the solicitors tht were involved in the preprtion of this prospectus. 3.5 No other professionl dvisers were involved in the preprtion of this prospectus, nd no experts re nmed in this prospectus. 4 Independence of KiwiSver trustee nd ny custodins 4.1 Trustees Executors Limited is oth the Trustee of the Scheme nd the custodin of the Scheme. Trustees Executors Limited is independent of us. However, Trustees Executors Limited is not independent of the dministrtion mnger (s tht role is lso performed y Trustees Executors Limited). 5 KiwiSver trustee 5.1 Trustees Executors Limited (Trustee') is the trustee of the Scheme. Its ddress is: Trustees Executors Limited 10 Customhouse Quy Wellington PROSPECTUS LIFESTAGES KIWISAVER SCHEME

9 5.2 As t the Registrtion Dte, the Trustee's directors re: Pul Rymond Shelley Hocking of Mrtinorough Dvid Romn Neidhrt of Chene-ougeries, Switzerlnd Roert Pul Russell of Wellington. 5.3 The Trustee's directors cn e contcted t the ddress set out in prgrph The Trustee's ddress, its directors, nd its directors' ddresses my chnge from time to time. You cn otin the current ddresses nd the nmes of the Trustee's current directors y clling the Trustee on The Trustee ws incorported in New Zelnd under the Joint Stock Compnies Act 1860 on 6 July It ws re-registered under the Compnies Act 1993 on 30 June On 1 My 2002 in New Zelnd, the Trustee's sttus s sttutory trustee compny ws reconfirmed under its own Act of Prliment, the Trustees Executors Limited Act Trustees Executors Limited's prent compny in New Zelnd is Sterling Grce (NZ) Limited, incorported in New Zelnd on 30 July Tht compny is ultimtely owned y the Grce fmily, through vrious privte trusts. 5.7 The only trust holding more thn 25% of the ultimte eneficil ownership in Trustees Executors Limited is The John S Grce Millennium Trust. While the Trusts re discretionry, the numer of persons who re potentil eneficiries is such tht it is unlikely tht the trusts would devolve so tht ny individul would e entitled to 25% or more of the ownership of Trustees Executors Limited. The ownership interest is y shres held in Sterling Grce (NZ) Limited, y the nominee shreholder Andrew Esson Scott-Howmn, of Wellington. 5.8 The fmily memer who hs direct contct with Trustees Executors Limited is John Sheffield Grce, of Switzerlnd. He is director of oth Trustees Executors Holdings Limited nd Sterling Grce (NZ) Limited. 5.9 None of the Trustee, Sterling Grce (NZ) Limited, or ny other person gurntees ny investment in the Scheme The Trustee hs een grnted full licence under the Finncil Mrkets Supervisors Act 2011 to ct s trustee in respect of KiwiSver schemes. The licence expires on 16 Jnury 2018 nd is suject to reporting conditions. Further informtion on the Trustee's licence is pulicly ville on the Finncil Mrkets Authority wesite ( nd lso on the Finncil Service Providers Register wesite ( Suject to meeting the required stndrd of cre (see prgrph ), the Trustee nd every person cting on its ehlf re indemnified out of the Scheme ginst ll liilities nd expenses incurred in the exercise or ttempted exercise of the trusts, powers, nd discretions vested in the Trustee under the Trust Deed, nd in respect of ny mtter or thing done or omitted to e.done in ny wy relting to the Trust Deed nd Scheme. This indemnity extends to pyments mde where the Trustee on fide elieves the recipient is entitled to pyment, even if this is susequently found not to e the cse. The Trustee hs lien or chrge over the ssets of the Scheme to reflect this indemnity. In ddition, the Trustee is entitled to e reimursed for ttriuted tx pid y it y cncelling relevnt memers' units. PROSPECTUS LIFESTAGES KIWISAVER SCHEME

10 6 Description of the scheme nd its development 6.1 Dte of the Trust Deed The Trust Deed is dted 20 Septemer The Trust Deed hs not een mended since tht dte. 6.2 Summry of the principl terms of the Trust Deed This section of the prospectus contins summry of the principl terms of the Trust Deed. It is summry only. The Trust Deed contins other provisions which govern the Scheme. For detils on how to view copy of the Trust Deed, see section 15 of this prospectus In this section of the prospectus: 'Governing Legisltion' mens the Act, the Trustee Act 1956, the Securities Act 1978, nd ny regultion or notice promulgted under those Acts. 'Governing Requirements' mens the Governing Legisltion nd the scheme provider greement for the Scheme entered into etween us nd Inlnd Revenue. Purpose nd reltionship with Governing Legisltion The Scheme is trust principlly for the purpose of providing retirement enefits directly or indirectly to nturl persons If there is n inconsistency etween the Trust Deed nd the Governing Legisltion, the provisions of the Governing Legisltion previl nd the Trust Deed will e construed ccordingly. Commencement nd termintion of memership An individul my ecome memer of the Scheme: if their employer hs selected the Scheme s its 'employer choice' scheme, y lloction under section 48 of the Act; or suject to the Governing Requirements, y pplying to us on such terms s we determine from time to time nd us ccepting tht ppliction Suject to the Governing Requirements, memership of the Scheme will terminte: if the relevnt memer does not hold ny units, or hs n interest in personl pln to which no investments or other ssets re ttriutle, nd we notify tht memer tht their memership is to terminte; nd in ccordnce with section 20(1) of the Act, which covers the sitution where person opts out of KiwiSver under the Act fter ecoming memer of the Scheme A memer continues to e eligile to e memer where they chnge employer, even if the memer originlly joined the Scheme ecuse it ws their employer's 'employer choice' scheme Unless the Governing Requirements preclude it (for exmple, in the cse of persons who re llocted to the Scheme ecuse their employer hs selected the Scheme s its 'employer choice' scheme) we hve n solute discretion to refuse to ccept ny ppliction for memership or to invest in the Scheme nd need not give resons. PROSPECTUS - LIFESTAGES KIWISAVER SCHEME 10

11 Nture of the fund nd memer's interests in the Scheme Memers re either 'investment portfolio memers' or 'pln memers'. Pln memers re memers for whom personl pln hs een creted nd remins in existence. All other memers re investment portfolio memers. As t the Registrtion Dte, personl plns re not offered so ll memers re investment portfolio memers The eneficil interest in ech investment portfolio is divided into units. Ech unit confers n equl interest in tht investment portfolio. It does not confer ny right or interest in the individul investments of tht investment portfolio or n interest in ny other portfolio or in ny personl pln. We my consolidte or sudivide units, nd units cn e denominted in prt-units The eneficil interest in ech personl pln is held y the memer to whom it reltes. It does not confer ny interest in ny investment portfolio, other personl pln, or other prticulr prt of the fund, or in ny investment or liility tht does not form prt of the memer's personl pln The Scheme is single trust fund. Where the ssets ttriutle to prticulr investment portfolio or personl pln re insufficient to meet the liilities ttriutle to tht portfolio or pln, those liilities will e met from the fund (in prctice, from the ssets of other portfolio(s) nd/or pln(s)) in such equitle mnner s we, with the pprovl of the Trustee, see fit. Except in this sitution, the investments of the Scheme ttriutle to prticulr investment portfolio or personl pln will e vested in the Trustee or its nominted person(s) for the enefit of memer(s) who hve n interest in tht investment portfolio or personl pln. Cretion nd opertion of investment portfolios The portion of the fund not ttriutle to personl plns is divided into one or more investment portfolios (lso descried in this prospectus s investment funds) on such terms s we determine from time to time. Those terms my include, mongst other things, ny minimum holding or minimum switching mount for tht investment portfolio or clss of memers holding units in tht investment portfolio, either lone or s n ggregte vlue cross one or more specified investment portfolios, nd the investment strtegy nd ojectives tht will pply to the investment portfolio. The Trustee must gree to the estlishment of new investment portfolio One investment portfolio will e nominted s the defult portfolio for the investment of mounts received y or in respect of investment portfolio memers who hve not selected n investment portfolio or investment portfolios, or if the Governing Requirements otherwise require it. As t the Registrtion Dte, the Lifestges Income Fund is the defult portfolio Returns from the investments of n investment portfolio (which my e positive or negtive) re reflected in movements over time in the unit price for units in the relevnt investment portfolio. Unit prices re clculted t ech 'net sset determintion time' which, s t the Registrtion Dte, occurs once week Unless the Trustee determines tht to do so would mterilly prejudice the interests of memers generlly, or rech of the Governing Requirements would result, we my in most instnces: vry ll or ny of the terms of ny investment portfolio y written notice to the Trustee (where we gree with the Trustee tht the vrition is not mteril); vry the terms of ny investment portfolio y written notice to the Trustee nd ffected memers (where we nd the Trustee do not gree tht the vrition is not mteril); or terminte nd merge ny one or more investment portfolios with ny other investment portfolio y written notice to the Trustee nd ffected memers where we consider tht PROSPECTUS LIFESTAGES KIWISAVER SCHEME 11

12 doing so would e eneficil for the more convenient, economicl or dvntgeous working, mngement or dministrtion of the Scheme nd would not mterilly prejudice interests of memers holding units in those investment portfolios in generl Investment portfolio memers cn switch dollr mount or numer of units etween investment portfolios y giving us switching notice. Any minimum vlues pplying must e complied with (s t the Registrtion Dte there re none) nd notice is irrevocle unless we gree otherwise. Switching notices must e in such form or comply with such specifictions s we prescrie from time to time. As t the Registrtion Dte, the Lifestges Cpitl Stle Portfolio nd the Lifestges Growth Portfolio re not offered to new investors for suscription. The effect of this is tht memers re not le to switch into the Lifestges Cpitl Stle Portfolio or the Lifestges Growth Portfolio unless the memer lredy holds units in the relevnt portfolio A switching notice tkes effect s withdrwl of units from the existing investment portfolio nd n ppliction for units in the requested investment portfolio(s). The provisions of the Trust Deed relting to withdrwls (including, for exmple, the pplicle unit prices nd the ility to suspend withdrwls) pply with ll necessry modifictions. Switching mounts my e djusted, where necessry, for the purpose of ny ttriuted tx or ttriuted tx credits We my chrge switching fee of n mount determined y us from time to time (suject to complince with the Governing Requirements). The switching fee my differ depending on the investment portfolio, clss of memer, or type or nture of switch trnsction. As t the Registrtion Dte we do not chrge switching fee. Cretion nd opertion of personl plns We my crete personl plns for memers on such terms s we determine from time to time. Those terms will include, mongst other things, the minimum net sset vlue tht must e mintined in the personl pln, nd the investment strtegy nd ojectives tht will pply to the pln. As t the Registrtion Dte, personl plns re not eing offered Returns from the investments of personl pln (which my e positive or negtive) re reflected in the vlue of tht personl pln. Personl pln vlues re clculted t ech net sset determintion time, which, s t the Registrtion Dte, occurs once week Suject to the Governing Requirements nd ny other pplicle lw, we my in most circumstnces: vry the terms of personl pln y written notice to the relevnt memer, if we re stisfied tht it would not mterilly prejudice the relevnt memer's interests; or vry the terms in ny circumstnces with the relevnt memer's written consent With our greement, investment portfolio memers cn ecome personl pln memers y withdrwing ll of their units from investment portfolios nd investing the proceeds in personl pln. Any minimum net sset vlue pplicle to the personl pln must e complied with. An greement to convert to personl pln memership is irrevocle unless we gree otherwise. The greement must e in such form or comply with such specifictions s we prescrie from time to time The provisions of the Trust Deed relting to withdrwls (including, for exmple, the pplicle unit prices nd the ility to suspend withdrwls) pply to conversion to personl pln PROSPECTUS LIFESTAGES KIWISAVER SCHEME 12

13 memership with ll necessry modifictions. Amounts converted my e djusted, where necessry, for the purpose of ny ttriuted tx or ttriuted tx credits Except in the cse of conversion on the winding up of n investment portfolio or investment portfolios, we my chrge conversion fee of n mount determined y us from time to time (suject to complince with the Governing Requirements). The conversion fee my differ depending on the investment portfolio, clss of memer, or type or nture of personl pln. Contriutions nd how they re pplied Contriutions cn e mde, nd will e ccepted, in ny mnner provided for in the Governing Requirements or, suject to the Governing Requirements, in such other mnner set y us from time to time. Any minimum mount required y lw to e contriuted y or in respect of memer must e mde. Suject to the Trust Deed, the terms of the relevnt investment portfolio or personl pln, nd ny other terms determined y us from time to time (which must not e inconsistent with the Governing Requirements), no other contriutions need to e mde. As t the Registrtion Dte, we re not ccepting pplictions for investments in the Lifestges Cpitl Stle Portfolio or the Lifestges Growth Portfolio other thn from existing investors in the relevnt portfolio As t the Registrtion Dte, where contriutions re mde directly to us, we require minimum contriution of $50 for the initil lump sum ut do not impose ny minimums on regulr contriutions or susequent d-hoc contriutions. Refer to section 16.2 for detils of the contriutions required under the Act s t the Registrtion Dte For investment portfolio memers, unless the Governing Requirements require otherwise, mounts received will e pplied y wy of suscription for units in the investment portfolio(s) selected y the memer from time to time on terms nd conditions determined y us from time to time (or the defult investment portfolio). Units will e issued t the unit price pplicle t the relevnt time, eing immeditely fter the next net sset determintion time fter we ccept the relevnt contriution. Contriutions y investment portfolio memers must e in csh. We my distinguish etween the different types of contriutions received y recognising different clsses of units or, if we wish, estlishing seprte ccounts for ech clss of units held y memer For personl pln memers, mounts received will e pplied towrds the purchse of investments in ccordnce with the terms of the personl pln. Contriutions y personl pln memers must e in csh unless we gree to ccept non-csh contriutions. We cn only gree to do this if we re stisfied tht doing so would not rech the Governing Requirements nd tht the contriution constitutes n investment tht flls within the terms of the personl pln. If non-csh contriution is ccepted, the relevnt memer must provide ll required documenttion nd tke ny ction required to enle the contriution to e vested in the Trustee or its nominted person(s) We my deduct from ny contriutions received n entry fee of such mount (complying with the Governing Requirements) determined y us from time to time. An entry fee my differ depending on the investment portfolio, clss of memers investing in n investment portfolio, personl pln, or type or vlue of contriution received. As t the Registrtion Dte we do not chrge n entry fee All units issued to n investment portfolio memer nd ll interests of personl pln memer in their personl pln creted s result of employer contriutions to the Scheme will vest immeditely. Suject to the Governing Requirements, ny units issued nd ny personl pln interests recognised ginst funds which do not cler re void. PROSPECTUS LIFESTAGES KIVVISAVER SCHEME 13

14 If the Governing Requirements require refund to Inlnd Revenue of n mount received in respect of memer, or we hve discretion to refund such n mount nd choose to do so, units with n ggregte unit price (in the cse of n investment portfolio memer) or investments or other ssets of the Scheme ttriutle to the memer's personl pln (in the cse of personl pln memer) with relisle vlue equl to the mount of the refund to e pid will e treted s void nd the mount relised will e pplied in pyment of the refund. If the ggregte unit price of ll of the relevnt memer's units or the totl net relisle vlue of the investments or other ssets ttriutle to the memer's personl pln (s pplicle) t the relevnt time is less thn the mount to e refunded then, suject to the Governing Requirements nd ny other rule of lw, we re entitled to recover the shortfll from the relevnt memer personlly. Withdrwls A memer who is entitled to withdrw from the Scheme under the relevnt provisions of the Act nd wishes to withdrw my do so y providing us with withdrwl request. A withdrwl request needs to e in writing signed y the memer or his or her duly uthorised gent, or in such other mnner tht is cceptle to us. A withdrwl request must specify the dollr mount or (in the cse of n investment portfolio memer) numer of units to e withdrwn. An investment portfolio memer must lso specify the investment portfolio(s) from which units re to e cncelled nd the clss of units to e cncelled. As t the Registrtion Dte nd suject to the Governing Requirements, if n investment portfolio memer fils to vlidly specify n investment portfolio(s) for this purpose, ny prtil withdrwl will e deducted proportiontely from ech investment portfolio the investment portfolio memer is invested in. Unless we gree otherwise withdrwl request is irrevocle once given, except where withdrwls re suspended (see prgrphs to ) Suject to the Governing Requirements, enefit from the Scheme is suject to the deduction of ny duty or tx pyle, nd the pyment of ny pplicle fees (including exit fees), chrges, penlties nd other mounts which comply with the Governing Requirements. Where withdrwl request is given y n investment portfolio memer for dollr sum, these will e deducted y grossing up the numer of units to e cncelled. As t the Registrtion Dte we do not chrge n exit fee In the cse of n investment portfolio memer the numer of units cncelled nd the numer of units remining must stisfy the minimum requirements set y us from time to time. In the cse of personl pln memer, the enefit requested must comply with ny minimum requirements set y us from time to time (unless it is for full enefit pyment) nd the memer must continue to mintin ny required minimum personl pln lnce. As t the Registrtion Dte, prtil withdrwl must e for t lest $400 nd must not reduce the remining lnce of memer's interest in the Scheme elow $500 or, if the prtil withdrwl is mde for the purpose of first home purchse, elow $1,000. In ddition, n investment portfolio memer who reches the 'Qulifying Dte' my set up regulr withdrwl to e pid to the memer on regulr sis (see prgrph for the mening of 'Qulifying Dte'). As t the Registrtion Dte, regulr withdrwls cn only e mde on monthly sis nd must e for minimum mount of $400 per withdrwl All memers mking withdrwl request must provide such evidence s we or the Trustee (s pplicle) require estlishing entitlement to the enefit. In some circumstnces the Act requires specific informtion to e provided s prt of withdrwl request see section PROSPECTUS - LIFESTAGES KIWISAVER SCHEME 14

15 As t the Registrtion Dte, the Act permits withdrwls (suject to vrious terms nd conditions) if memer: c d e f g reches New Zelnd Supernnution qulifying ge (currently 65), suject to eing memer of KiwiSver scheme or (where the memer hs trnsferred to KiwiSver scheme from complying supernnution fund) KiwiSver scheme nd/or complying supernnution fund for t lest five yers; dies; suffers serious illness; suffers significnt finncil hrdship; permnently emigrtes; hs New Zelnd tx or student lon liilities rising on trnsfer from n overses pension scheme; or purchses first home More informtion out the circumstnces in which withdrwls cn e mde is set out in section Where withdrwl request is given for significnt finncil hrdship or serious illness, the Trustee is responsile for considering tht request nd, if pproved, we will ction the withdrwl in ccordnce with the Trustee's decision. We re responsile for considering ll other withdrwl requests In the cse of n investment portfolio memer, withdrwl request will tke effect nd we will cncel units t the unit price t the relevnt time, which is immeditely fter the next net sset determintion time fter we receive the withdrwl request. In the cse of personl pln memer, we will relise sufficient investments or other ssets of the Scheme ttriutle to the relevnt personl pln in order to stisfy the withdrwl request. As t the Registrtion Dte, n investment portfolio memer's contriutions nd ccumulted lnce(s) will e relnced ck to the memer's chosen lloctions (unless we notify the memer otherwise) on the next nnul relncing, regrdless of ny prtil withdrwl mde from the Scheme. Suspension of withdrwls If s result of decision to terminte the Scheme, or ecuse of: finncil, politicl, or economic conditions in ny relevnt mrket; the nture of ny investment; or the occurrence or existence of ny other circumstnce or event relting to the Scheme, we resonly form the opinion tht it is not prcticle, or would e mterilly prejudicil to the interests of memers generlly, to relise investments or orrow in order to py withdrwl then we my, suject to the Governing Requirements nd us giving prior written notice to the Trustee, suspend withdrwls In ddition, if due to ny of the ove circumstnces, or the nture or composition of the investments nd other ssets ttriutle to personl pln, we resonly form the opinion tht it is not prcticle, or would e mterilly prejudicil to the interests of the relevnt personl pln memer or ny other memer to relise investments or other ssets ttriutle PROSPECTUS -.IFESTAGES KIWISAVER SCHEME 15

16 to tht personl pln or orrow to py withdrwl to e funded from the personl pln then we my, suject to the Governing Requirements nd us giving prior written notice to the Trustee, suspend withdrwls y the memer to whom the personl pln reltes In ech cse suspension my lst up to six months. Trnsfers A memer cn only e memer of one KiwiSver scheme t time, ut cn trnsfer etween KiwiSver schemes t ny time. In ddition, memers who permnently emigrte to Austrli cn trnsfer the full vlue of their interest in the Scheme (net of txes nd fees) to n Austrlin complying supernnution fund (see section 16.3 for further detils) Where memer who joins nother registered KiwiSver scheme requests it, or the Governing Requirements require it, we will trnsfer to tht other scheme n mount equl to the ggregte unit price of ll of the memer's units t the relevnt time (in the cse of n investment portfolio memer), or the mount tht would e derived from wind-up of the relevnt personl pln (in the cse of personl pln memer), less ny duty or tx pyle nd ny pplicle fees, chrges, penlties or other mounts which comply with the Governing Requirements. Trnsfers will e mde in the mnner provided for y the Governing Requirements or otherwise on such terms nd conditions s we determine from time to time. As t the Registrtion Dte we do not chrge trnsfer fee, ut we could do so in the future Suject to the Governing Requirements, we my following consulttion with the Trustee, ut without the consent of the relevnt memers, trnsfer n mount equl to the ggregte unit price of ffected memers' units t the relevnt time (in the cse of investment portfolio memers), or the mount tht would e derived from wind-up of the relevnt personl pln(s) (in the cse of personl pln memers), to nother registered KiwiSver scheme on such terms nd conditions s we determine Where memer is entitled to enefit or trnsfer from nother supernnution scheme or registered KiwiSver scheme we will, on such terms nd conditions s we (to the extent permitted y the Governing Requirements) determine from time to time, ccept trnsfer from the other scheme of n mount notified to us or the Trustee y the trustee(s) or mnger (s the cse my e) of tht scheme. Any mount received will e treted s if it ws contriution to the Scheme y or for the memer If your interest in the Scheme includes mounts which hve UK tx-relieved sttus, UK tx penlties my rise if you trnsfer (or re trnsferred) to nother KiwiSver scheme or mke n erly withdrwl. See section 13.1 for further detils. Insured enefits Suject to complince with the Governing Requirements, we my offer insured enefits to some or ll memers, nd for tht purpose we my enter into, or direct the Trustee to enter into, insurnce policies with insurnce compnies. Insured enefits, where offered, will only e ville to memer who wishes to tke up such n offer: fter ll informtion required y the insurer to enle it to issue policy or to enle the relevnt memer to e included within n existing policy is provided; to the extent the relevnt policy is le to cover the memer; nd otherwise on the terms nd conditions nd suject to the restrictions nd limittions contined in the Trust Deed, the relevnt policy, or set y us from time to time. PROSPECTUS LIFESTAGES KIWISAVER SCHEME 16

17 Insured enefits cn only continue to e offered to memer if: the relevnt policy remins in full force nd effect; the memer hs provided the insurer with ll informtion required y the insurer; (in the cse of n investment portfolio memer) the memer continues to hold units with n ggregte unit price sufficient to enle the pyment of the relevnt premium or to mke ny dditionl contriutions required (see prgrph ); (in the cse of personl pln memer) sufficient investments or other ssets cple of eing relised to enle the pyment of the relevnt premium continue to e ttriutle to the relevnt personl pln, or the memer continues to mke ny dditionl contriutions required (see prgrph ); the memer continues to comply with ny pplicle terms, conditions, restrictions, nd limittions; nd f continuing to offer insured enefits will not rech the Governing Requirements The mount of ny insured enefit pyle will not exceed the mount received y us. We will not e required to py n insured enefit efore we ctully receive the money (if ny) pyle under the relevnt policy If the Governing Requirements prevent the cncelltion of some or ll of memer's units or the relistion of some or ll of the investments or other ssets ttriutle to memer's personl pln (s pplicle) to fcilitte the pyment of the premiums, or if doing so would result in the memer eing considered, for the purposes of the Governing Requirements, not to hve mde the minimum contriutions required y the Governing Legisltion, then we cn require the relevnt memer to mke n dditionl contriution to the Scheme to cover tht mount As t the Registrtion Dte insured enefits re not offered. Investments nd orrowing All money elonging to the Scheme must e invested in ccordnce with the provisions of the Trustee Act 1956 relting to the investment of trust funds. Investments must e in 'uthorised investments', which re widely defined in the Trust Deed We nd ny investment mnger must, in exercising the power of investment, exercise the cre, diligence, nd skill required of trustee y section 13B or 130 of the Trustee Act The Trustee must refuse to ct on direction we give to purchse or sell ny investment if, in the Trustee's opinion, the purchse or sle would rech the Trust Deed or ny lw, or would e mnifestly not in the est interests of memers The Trustee my, nd must if directed y us, orrow or rise money from ny person nd my use the ssets of the Scheme s security for such rrngements. Borrowing my only occur if we, following consulttion with the Trustee, in good fith determine tht to do so is necessry or desirle in the generl interests of memers, or for the purposes of conducting the investment, mngement, or other opertion of the Scheme (including fcilitting the pyment of withdrwls). In ddition, orrowing cn only occur if the totl mount owing will not exceed 15% of the gross vlue of the Scheme's ssets, nd direction regrding orrowing cnnot require the Trustee to tke ny ction which it resonly elieves would cuse it to rech the Trust Deed or ny oligtion it hs t lw. PROSPECTUS - LIFESTAGES KIWISAVER SCHEME 17

18 The Trustee The Scheme must hve single trustee which must e ody corporte incorported in New Zelnd, must not e n ssocited person of us, nd must e leglly entitled to ct s the trustee. This requires it to e ppropritely licensed under the Finncil Mrkets Supervisors Act 2011 (see prgrph 5.10) All investments nd other ssets of the Scheme re vested in the Trustee or its nominted person(s) (nominted in ccordnce with the Trust Deed) to e held in trust for memers in ccordnce with the terms of the Trust Deed The Trustee is responsile for supervising us in the performnce of our functions in reltion to the Scheme. The Trustee cnnot delegte this responsiility The Trustee must, in exercising its powers nd performing its duties s Trustee, ct in the est interests of memers nd exercise the cre, diligence, nd skill tht prudent person engged in the profession or usiness of cting s trustee would exercise in cting s the trustee of KiwiSver scheme tht is not restricted KiwiSver scheme Suject to the Governing Requirements, we my remove the Trustee: under section 23 or 38 of the Finncil Mrkets Supervisors Act 2011 ; nd suject to the High Court's pprovl, y giving the Trustee 30 dys' notice in writing (or lesser period greed with the Trustee), lthough the 30 dy notice period does not pply where resolution is pssed or n order mde for the dissolution of the Trustee or the Trustee is plced in receivership or sttutory mngement Where ll of the functions nd duties of the position hve een performed, nother ppropritely licensed person hs een ppointed, or the High Court consents, the Trustee my retire without giving ny reson on giving us 30 dys' notice in writing (or lesser period greed with us). The Trustee cn retire on lesser period of notice (which it considers pproprite in the circumstnces) where it is of the opinion, on resonle grounds, tht our cts or omissions hve resulted or re likely to result in it eing in rech of its oligtions under the Trust Deed Suject to the Governing Requirements, we my ppoint replcement trustee if the Trustee is removed or resigns Cluses with the following effect re deemed to e included in the Trust Deed: The Trustee must exercise resonle diligence to scertin whether or not ny rech of the terms of the Trust Deed or of the terms of the offer of interests in the Scheme hs occurred. The Trustee must do ll the things tht it is empowered to do to cuse ny rech of the terms referred to in su-prgrph () to e remedied (except if it is stisfied tht the rech will not mterilly prejudice the interests of memers) The Trustee is entitled to fee from the Scheme, of such mount s we gree with the Trustee. The fee is reviewed nnully, nd must e no greter thn the fee tht would normlly e chrged y sttutory trustee corportion for crrying out the services required y the Trust Deed. The fee must lso comply with the Governing Requirements. In ddition, the Trustee is entitled to the reimursement of expenses incurred in performing services in respect of the Scheme, nd to chrge GST or ny similr tx or duty pyle in respect of its fees. See section 10.1 for detils of the fee the Trustee chrges s t the Registrtion Dte. PROSPECTUS LIFESTAGES KIWISAVER SCHEME 18

19 The Mnger The Scheme must hve single mnger, which must e compny (within the mening of the Compnies Act 1993) with t lest one New Zelnd resident director, must not e n ssocited person of the Trustee, nd must e leglly entitled to ct s the mnger. We re the mnger We re responsile for offering nd issuing interests in the Scheme, mnging the investments nd other ssets of the Scheme, nd dministering the Scheme. We re lso responsile for performing ny specific functions greed etween us nd the Trustee Without limiting these responsiilities, we hve ll powers in respect of the Scheme nd its ssets tht we would hve if we were the solute nd eneficil owner of the Scheme nd its ssets. This includes the power to employ or engge, on such terms nd conditions (complying with the Governing Requirements) s we think fit, n investment mnger, dministrtion mnger or other person to perform services relting to the Scheme. In ddition, to the extent permitted y the Governing Requirements nd otherwise t lw, we hve full power to delegte performnce of ny or ll of our powers, uthorities, or discretions under the Trust Deed We re entitled to del with relted prties (which, in this context, mens us nd our relted compnies) provided tht we do so on resonle commercil terms nd provide certificte to tht effect to the Trustee. We re not lile to ccount to the Scheme or ny memer for ny profit or loss rising out of such trnsction We must, in exercising our powers nd performing our duties s mnger, ct in the est interests of memers nd exercise the cre, diligence, nd skill tht prudent person engged in the profession or usiness of cting s mnger would exercise in mnging the ffirs of others (except when we re exercising our power of investment in which cse the stndrd of cre descried in prgrph pplies). We must lso use our est endevours nd skill to ensure tht the ffirs of the Scheme re conducted in proper nd efficient mnner Suject to the Governing Requirements, we will cese to hold office s mnger immeditely if we hve receiver or sttutory mnger ppointed or if n order is mde or resolution pssed for our liquidtion, or if the Trustee gives us written notice where we hve committed mteril rech of our oligtions under the Trust Deed nd the rech hs not een remedied within resonle time specified y the Trustee. Suject to the Governing Requirements, we my retire without giving ny reson on giving 90 dys written notice to the Trustee (or lesser period greed with the Trustee) We hve the power, s the retiring mnger, to ppoint replcement mnger, suject to the Governing Requirements nd the Trustee's pprovl (which my not e unresonly withheld) We re entitled to fee (or fees) of such mounts tht comply with the Governing Requirements s re set y us from time to time nd notified to the Trustee in writing. We re lso entitled to the reimursement of expenses incurred in performing services in respect of the Scheme, nd to chrge GST or ny similr tx or duty pyle in respect of our fees. See section 10.1 for detils of the fees we chrge s t the Registrtion Dte. Indemnities nd limittions of liility Suject to meeting pplicle required stndrds of cre set out in the Trust Deed (see prgrphs , nd ), neither we nor the Trustee re lile for ny loss or dmge sustined y the Scheme or ny memer, ny ct ttempted or done in the exercise of, or pursunt to, ny trust, power, or discretion vested in either prty y the Trust Deed, or ny PROSPECTUS- LIFESTAGES KIWISAVER SCHEME t30.1