ANNUAL REPORT AMP CAPITAL INVESTMENT FUNDS

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1 AMP Capital Investors (New Zealand) Limited ANNUAL REPORT AMP CAPITAL INVESTMENT FUNDS For the accounting period ended 31 March July 2017 ANNUAL REPORT 2017 AMP CAPITAL INVESTMENT FUNDS 1

2 Table of contents 1 Details of scheme 3 2 Information on contributions and scheme participants 4 3 Changes relating to the scheme 4 4 Other information for particular types of managed funds 5 5 Changes to persons involved in the scheme 6 6 How to find further information 6 7 Contact details and complaints 7 8 Glossary 8 2 AMP CAPITAL INVESTMENT FUNDS ANNUAL REPORT 2017

3 1. Details of scheme The information in this section is stated as at 31 March The name of the scheme is the AMP Capital Investment Funds ( Scheme ). The Scheme is an other managed fund i.e. a managed fund that is not a KiwiSaver scheme, workplace savings scheme or superannuation scheme. The manager of the Scheme is AMP Investment Management (N.Z.) Limited ( Manager ), a wholly owned subsidiary of AMP Capital Investors (New Zealand) Limited ( AMPCINZ ). AMPIM outsources substantially all its management functions to AMPCINZ under a written Management Agreement. The supervisor of the Scheme is The New Zealand Guardian Trust Company Limited ( Supervisor ). The Scheme relates to the 24 retail investment funds ( Funds ), listed in the table below. FUND AMP Capital Responsible Investment Leaders Conservative Fund (formerly called the AMP Capital Conservative Fund) DATE THE FUND STARTED DATE OF THE LATEST FUND UPDATE AS AT 31 MARCH June February 2017 (for the quarter ended 31 December 2016) AMP Capital Responsible Investment Leaders Balanced Fund 11 August February 2017 (for the quarter ended 31 December 2016) AMP Capital Responsible Investment Leaders Growth Fund (formerly called the AMP Capital Growth Fund) 6 June February 2017 (for the quarter ended 31 December 2016) AMP Capital Global Multi-Asset Fund 11 December February 2017 (for the quarter ended 31 December 2016) AMP Capital Income Generator Fund 30 June February 2017 (for the quarter ended 31 December 2016) AMP Capital NZ Cash Fund 1 June February 2017 (for the quarter ended 31 December 2016) AMP Capital NZ Fixed Interest Fund 5 June February 2017 (for the quarter ended 31 December 2016) AMP Capital NZ Short Duration Fund (formerly called the AMP Capital NZ Enhanced Yield Fund) 28 September February 2017 (for the quarter ended 31 December 2016) AMP Capital Hedged Global Fixed Interest Fund 13 December February 2017 (for the quarter ended 31 December 2016) AMP Capital Global Short Duration Fund 11 May February 2017 (for the quarter ended 31 December 2016) AMP Capital NZ Shares Fund 5 June February 2017 (for the quarter ended 31 December 2016) AMP Capital Australian Shares Fund 17 September February 2017 (for the quarter ended 31 December 2016) AMP Capital Responsible Investment Leaders NZ Shares Fund 12 December February 2017 (for the quarter ended 31 December 2016) AMP Capital Global Shares Fund 13 December February 2017 (for the quarter ended 31 December 2016) AMP Capital Core Global Shares Fund 26 November February 2017 (for the quarter ended 31 December 2016) AMP Capital Core Hedged Global Shares Fund 26 November February 2017 (for the quarter ended 31 December 2016) AMP Capital Emerging Markets Shares Fund (formerly called the AMP Capital Extended Markets Global Shares Fund) 1 November February 2017 (for the quarter ended 31 December 2016) AMP Capital Responsible Investment Leaders Global Shares Fund 6 November February 2017 (for the quarter ended 31 December 2016) AMP Capital NZ Property Fund 1 June February 2017 (for the quarter ended 31 December 2016) AMP Capital Listed Property Securities Fund 6 March February 2017 (for the quarter ended 31 December 2016) AMP Capital Global Property Securities Fund 29 November February 2017 (for the quarter ended 31 December 2016) AMP Capital Global Listed Infrastructure Fund 7 September February 2017 (for the quarter ended 31 December 2016) AMP Capital Commodities Fund 11 May February 2017 (for the quarter ended 31 December 2016) AMP Capital Strategic NZ Shares Fund 2 1 February April 2016 (for the quarter ended 31 March 2016) The Manager has six Product Disclosure Statements ( PDSs ). The Funds are grouped in these PDSs according to asset class. The PDSs on issue, the date and respective statuses of those PDSs, are set out in the table below. PDS DATE OF LATEST PDS AS AT 31 MARCH STATUS OF PDS AS AT 31 MARCH 2017 Cash and Fixed Interest Funds 31 October 2016 Open for applications New Zealand and Australian Shares Funds 31 October 2016 Open for applications Global Shares Funds 31 October 2016 Open for applications Goals Based Funds 31 October 2016 Open for applications Property, Infrastructure and Commodities Funds 31 October 2016 Open for applications Responsible Investment Leaders Diversified Funds 31 October 2016 Open for applications 1 Since 31 March 2017, there have been fund updates dated 3 May 2017 for the quarter ended 31 March There have also been fund updates dated 28 July 2017 for the quarter ended 30 June The fund updates dated 13 February 2017 (for the quarter ended 31 December 2016) for the AMP Capital NZ Shares Fund, AMP Capital Responsible Investment Leaders Growth Fund, AMP Capital Global Property Securities Fund, AMP Capital Australian Shares Fund, AMP Capital NZ Property Fund, AMP Capital Listed Property Securities Funds, AMP Capital Responsible Investment Leaders NZ Shares Fund and AMP Capital Income Generator Fund were replaced by replacement fund updates dated 25 May This was due to an error in the calculation of historical returns disclosed in those previous fund updates. 2 Following 31 March 2016, the AMP Capital Strategic NZ Shares Fund was closed, investors units transferred or redeemed, and the fund terminated. 3 Since 31 March 2017, these have each been replaced by replacement PDSs dated 10 May 2017, which were then subsequently replaced by PDSs dated 30 June As at the date of this document all the replacement PDSs, dated 30 June 2017, had an open for applications status. ANNUAL REPORT 2017 AMP CAPITAL INVESTMENT FUNDS 3

4 As at 31 March 2017, the latest financial statements for the Scheme lodged with the Registrar were for the accounting period 1 April 2015 to 31 March These financial statements and the accompanying auditor s report were lodged with the Registrar on 29 July The Scheme s financial statements for the accounting period 1 April 2016 to 31 March 2017 together with the accompanying auditor s report were lodged with the Registrar on 18 July Information on contributions and scheme participants During the accounting period 1 April 2016 to 31 March 2017 ( Accounting Period ), the Scheme had 24 Funds on offer. The number of Units on issue in each Fund at the start and end of the Accounting Period were: FUND AMP Capital Responsible Investment Leaders Conservative Fund (formerly called the AMP Capital Conservative Fund) 4 AMP CAPITAL INVESTMENT FUNDS ANNUAL REPORT 2017 UNITS ON ISSUE AS AT 31 MARCH 2016 UNITS ON ISSUE AS AT 31 MARCH ,965,487 3,500,569 AMP Capital Responsible Investment Leaders Balanced Fund 25,559,878 24,761,526 AMP Capital Responsible Investment Leaders Growth Fund (formerly called the AMP Capital Growth Fund) 3,161,881 2,263,007 AMP Capital Global Multi-Asset Fund 111,603, ,625,752 AMP Capital Income Generator Fund 43,511,225 89,401,206 AMP Capital NZ Cash Fund 2,428,919,937 2,750,822,875 AMP Capital NZ Fixed Interest Fund 989,914,462 1,134,286,908 AMP Capital NZ Short Duration Fund (formerly called the AMP Capital NZ Enhanced Yield Fund) 185,893, ,494,411 AMP Capital Hedged Global Fixed Interest Fund 57,389,253 36,174,050 AMP Capital Global Short Duration Fund 166,906, ,695,806 AMP Capital NZ Shares Fund 176,647, ,621,386 AMP Capital Australian Shares Fund 35,064,324 68,867,631 AMP Capital Responsible Investment Leaders NZ Shares Fund 6,668,279 6,706,150 AMP Capital Global Shares Fund 64,867,153 53,082,280 AMP Capital Core Global Shares Fund 579,778, ,245,778 AMP Capital Core Hedged Global Shares Fund 379,581, ,689,849 AMP Capital Emerging Markets Shares Fund (formerly called the AMP Capital Extended Markets Global Shares Fund) 79,461,907 70,135,760 AMP Capital Responsible Investment Leaders Global Shares Fund 39,985,490 38,740,577 AMP Capital NZ Property Fund 58,198,644 54,607,261 AMP Capital Listed Property Securities Fund 8,945,867 9,304,080 AMP Capital Global Property Securities Fund 96,836, ,632,987 AMP Capital Global Listed Infrastructure Fund 138,663, ,047,436 AMP Capital Commodities Fund 410,210, ,714,828 AMP Capital Strategic NZ Shares Fund 53,945, Changes relating to the scheme This section describes the material changes to the Scheme s nature, investment objectives and strategy, and management during the Accounting Period. Other material changes to the Scheme may have occurred since the end of the Accounting Period. Except as otherwise stated, these are not described here but will be set out in next year s annual report. CHANGES TO THE TRUST DEED There have been no changes to the Trust Deed during the Accounting Period. CHANGES TO THE TERMS OF THE OFFER OF THE FUNDS Buy/sell spreads There were no changes to buy/sell spreads during the Accounting Period. Management fee changes There were no changes to management fees during the Accounting Period. Closure of the AMP Capital Strategic NZ Shares Fund As mentioned in the Annual Report for the accounting period ending 31 March 2016, a decision was made by the Manager in early February 2016, following a review of the Manager s New Zealand share offering, to close the Strategic NZ Shares Fund. The rationale

5 for closure was based on a number of factors including the fact that weightings in the Strategic NZ Shares Fund and NZ Shares Fund had become so closely aligned that the need for two separate funds had become obsolete. With investors agreement, the Manager transitioned investors from the Strategic NZ Shares Fund into the NZ Shares Fund. Client communications were sent out 12 February 2016 explaining the rationale behind the closure and presenting clients with the option to transition their holdings via an in specie application into NZ Shares Fund or to fully redeem Units. Where no instruction was received from the client by 10 May 2016, the investor remained inside the fund until the fund had realised the remaining Assets. Once completed, remaining Units were redeemed and investors were paid in cash. Out of 20 clients, 18 clients transitioned on 12 May Within this number, 2 platforms partially redeemed Units. 4 clients redeemed 100% of their Units on 20 June The Manager and Trustee executed a Deed of Discharge under which it was recorded that the Strategic NZ Shares Fund was closed on 18 May 2016 and terminated with effect from 1 May CHANGES TO THE STATEMENT OF INVESTMENT POLICY AND OBJECTIVES (SIPO) During the Accounting Period the following material changes were made to the SIPO: DATE FUND (S) CHANGES 29 April 2016 AMP Capital Responsible Investment Leaders Conservative Fund AMP Capital Responsible Investment Leaders Balanced Fund AMP Capital Responsible Investment Leaders Growth Fund RELATED PARTY TRANSACTIONS No Related Party Transactions entered into during the Accounting Period were not on arm s-length terms. Changes to the benchmark asset allocations of these funds with the removal of the commodities asset class and the increase in allocation to the international equities asset class. 4. Other information for particular types of managed funds The table below sets out the Unit prices for the Funds at the start and at the end of the Accounting Period. FUND AMP Capital Responsible Investment Leaders Conservative Fund (formerly called the AMP Capital Conservative Fund) UNIT PRICE AT 31 MARCH 2016 UNIT PRICE AT 31 MARCH AMP Capital Responsible Investment Leaders Balanced Fund AMP Capital Responsible Investment Leaders Growth Fund (formerly called the AMP Capital Growth Fund) AMP Capital Global Multi-Asset Fund AMP Capital Income Generator Fund AMP Capital NZ Cash Fund AMP Capital NZ Fixed Interest Fund AMP Capital NZ Short Duration Fund (formerly called the AMP Capital NZ Enhanced Yield Fund) AMP Capital Hedged Global Fixed Interest Fund AMP Capital Global Short Duration Fund AMP Capital NZ Shares Fund AMP Capital Australian Shares Fund AMP Capital Responsible Investment Leaders NZ Shares Fund AMP Capital Global Shares Fund AMP Capital Core Global Shares Fund AMP Capital Core Hedged Global Shares Fund AMP Capital Emerging Markets Shares Fund AMP Capital Responsible Investment Leaders Global Shares Fund AMP Capital NZ Property Fund AMP Capital Listed Property Securities Fund AMP Capital Global Property Securities Fund AMP Capital Global Listed Infrastructure Fund AMP Capital Commodities Fund ANNUAL REPORT 2017 AMP CAPITAL INVESTMENT FUNDS 5

6 5. Changes to persons involved in the scheme The following changes to persons involved in the Scheme were made during the Accounting Period. NO CHANGE TO THE MANAGER AMP Investment Management (N.Z.) Limited was the manager of the Scheme throughout the Accounting Period. CHANGES TO THE BOARD OF THE MANAGER > > Keith John Poore resigned from the board of the Manager on 15 April 2016 > > Warren Douglas Potter was appointed to the board of the Manager on 13 July 2016 CHANGES TO CONTROL OF THE MANAGER > > There have been no changes in control of the Manager during the accounting period. CHANGES TO KEY PERSONNEL OF THE MANAGER > > Greg Fleming, Head of Investment Strategy, joined AMPCINZ on 19 September 2016 > > Keith John Poore, Head of Investment Strategy, resigned from AMPCINZ on 15 April 2016 > > Peter Verhaart, Head of NZ Multi Asset Group, resigned from AMPCINZ on 30 April 2016 NO CHANGE TO THE SUPERVISOR The New Zealand Guardian Trust Company Limited was the supervisor of the Scheme throughout the Accounting Period. CHANGES TO THE BOARD OF THE SUPERVISOR > > Andrew Howard Barnes resigned from the board of the Supervisor on 4 April 2016 > > Timothy James Shaw resigned from the board of the Supervisor on 3 August 2016 NO CHANGE TO ADMINISTRATION MANAGERS, SECURITIES REGISTRAR AND INVESTMENT MANAGERS BNP Paribas Fund Services Australasia Pty Limited (trading as BNP Paribas Securities Services) and Appello Services Limited were the administration managers of the Scheme throughout the Accounting Period. The administration functions include acting as securities registrar. AMPCINZ, AMP Capital Investors Limited, PIMCO Australia Pty Limited and Salt Funds Management were the investment managers of various Funds within the Scheme throughout the Accounting Period. NO CHANGE TO THE SECURITIES REGISTRAR/CUSTODIANS/AUDITOR NZGT Nominees Limited and BNP Paribas Securities Services were the custodians for the Scheme throughout the Accounting Period. Ernst and Young were the auditor for the Scheme throughout the Accounting Period. 6. How to find further information Further information relating to the Scheme is available on the offer and the scheme register at A copy of information on the offer register or scheme register is available on request to the Registrar of Financial Service Providers. The following information can also be obtained, free of charge: INFORMATION Latest Unit price Fund information relevant to investors PDSs Fund updates SIPO Trust Deed Financial statements HOW TO OBTAIN The latest Unit price is available on the AMP Capital website: Investors can inspect documents the Manager holds that are relevant to a particular investor, and other documents that are legally required to be provided to a particular investor, at the Manager s offices during normal business hours, or request an extract of those documents, by written request to the Manager. PDSs for the Funds are publicly available from the AMP Capital website and on the offer register. The fund updates for the Funds are publicly available from the AMP Capital website and on the offer register. The SIPO for the Scheme is publicly available on the scheme register. The Trust Deed governing the Scheme, dated 24 November 2015, is publicly available on the scheme register. The financial statements for the Scheme are publicly available on the scheme register. General information about the Scheme, the Funds, the Manager and the management team can be found on the AMP Capital website. 6 AMP CAPITAL INVESTMENT FUNDS ANNUAL REPORT 2017

7 7. Contact details and complaints CONTACT DETAILS: The Manager can be contacted by: Telephone: (04) Fax: (04) In writing: AMP Investment Management (N.Z.) Limited PO Box 3764 Wellington 6011 In person: Ground Floor, PwC Tower, The Terrace, Wellington 6140 You can also send queries or make complaints to the following employee/agent of the Manager: Telephone: (04) Andrew Penn AMP Investment Management (N.Z.) Limited PO Box 3764 Wellington 6011 The Supervisor can be contacted by: Telephone: (04) Manager Corporate Trusts The New Zealand Guardian Trust Company Limited Level 2, Perpetual Guardian House 99 Customhouse Quay PO Box 3845 Wellington 6140 The Securities Registrar can be contacted by: The register for the Funds, required under subpart 4 of Part 4 of the Financial Markets Conduct Act 2013, is kept on behalf of the Manager by BNP Paribas Fund Services Australasia Pty Ltd. Telephone: (04) BNP Paribas Securities Services Level 18, State Insurance Tower 1 Willis Street Wellington 6011 COMPLAINTS: Any complaints about the Funds or the Scheme should be directed to the Manager using the contact details above. In addition, the Manager is a member of Financial Services Complaints Limited, a dispute resolution scheme approved under the Financial Services Providers (Registration and Dispute Resolution) Act If an issue cannot be resolved with the Manager, an investor can direct his/her complaint to: Financial Services Complaints Limited 4th Floor, 101 Lambton Quay PO Box 5967, Wellington Telephone: or (04) Fax: (04) The scheme will not charge a fee to any complainant to investigate or resolve a complaint. If a complainant is not satisfied with the outcome of his/her complaint, he/she can contact the Supervisor using the contact details above. ANNUAL REPORT 2017 AMP CAPITAL INVESTMENT FUNDS 7

8 8. Glossary Accounting Period means the Scheme s accounting period 1 April 2016 to 31 March AMPCINZ means AMP Capital Investors (New Zealand) Limited. Assets means any asset of a Fund (whether tangible or intangible) as more fully defined in the Trust Deed. Custodians means NZGT Nominees Limited and BNP Paribas Fund Services Australasia Pty Ltd (trading as BNP Paribas Securities Services). FMA means the Financial Markets Authority, the government agency responsible for regulating capital markets and financial services in New Zealand. FMC Act means the Financial Markets Conduct Act FMC Regulations means the Financial Markets Conduct Regulations Funds means the investment funds set out in the table on page 3. Management Agreement means the agreement between the Manager and AMPCINZ pursuant to which the Manager effectively outsources administration and investment management functions to AMPCINZ and AMPCINZ provides resources (including people, operational and financial resource) to the Manager as required to perform those functions. Manager means AMP Investment Management (N.Z.) Limited, the manager of the Funds and the Scheme. Other Material Information Document means the document prepared to meet the requirements of section 57(1)(b)(ii) of the FMC Act and clause 52 of Schedule 4 of the FMC Regulations. The Other Material Information Document can be obtained from the offer register on the Disclose website PDS means a product disclosure statement under the FMC Act. A PDS is a document containing information about that Fund intended to assist a prudent but non-expert person to decide whether to invest in that Fund. A retail investor must be given a copy of the relevant PDS before investing. The PDSs for the Funds can be obtained from the offer register on the Disclose website nz.nz/disclose. Related Party Transactions means a transaction that provides for a related party benefit to be given and is therefore subject to the controls on related party transactions imposed by the FMC Act. Salt Funds Management means Salt Funds Management Limited, the investment manager of the NZ Shares Funds, NZ Strategic Shares Fund (prior to its closure and winding up) and the Responsible Investment Leaders NZ Shares Fund. Scheme means the AMP Capital Investment Funds, a registered scheme under the FMC Act with registered scheme number SCH Securities Registrar means BNP Paribas Services Australasia Pty Limited. SIPO means the statement of investment policy and objectives for the Scheme. In broad terms, the SIPO is a document setting out the parameters pursuant to which each of the Funds will be invested. The SIPO for the Scheme can be obtained from the scheme register on the Disclose website Supervisor means The New Zealand Guardian Trust Company, the supervisor of the Funds and the Scheme. Trust Deed means the AMP Capital Investment Retail Funds Trust Deed dated 24 November 2015 (as amended from time to time). Unit means an undivided interest in the relevant Fund as more fully defined in the Trust Deed. Important note: While every care has been taken in the preparation of this document, AMP Capital Investors Limited (ABN , AFSL ) makes no representation or warranty as to the accuracy or completeness of any statement in it including, without limitation, any forecasts. Past performance is not a reliable indicator of future performance. This document has been prepared for the purpose of providing general information, without taking account of any particular investor s objectives, financial situation or needs. An investor should, before making any investment decisions, consider the appropriateness of the information in this document, and seek professional advice, having regard to the investor s objectives, financial situation and needs. This document is solely for the use of the party to whom it is provided and must not be provided to any other person or entity without the express written consent of AMP Capital. Copyright 2016 AMP Capital Investors Limited. All rights reserved. 8 AMP CAPITAL INVESTMENT FUNDS ANNUAL REPORT 2017

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