Westpac Active Series

Transcription

1 Westpac Active Series PROSPECTUS Number 17 In relation to the Westpac Active Income Strategies Trust, the Westpac Active Conservative Trust, the Westpac Active Moderate Trust, the Westpac Active Balanced Trust, and the Westpac Active Growth Trust 20 September 2012

2 Westpac Active Series Prospectus Number 17 This prospectus is issued under the Securities Act 1978 and is dated 20 September This prospectus is prepared in accordance with Schedule 4 of the Securities Regulations Listing of the Securities is not being sought on any registered exchange. CONTENTS: (following the order of Schedule 4 of the Securities Regulations 2009) Page 1. Description of Unit Trust 2 2. Managers and Promoters 4 3. Registrar, Custodian, Auditors, Advisers, and Experts 5 4. Independence of Unit Trustee and any Custodians 6 5. Unit Trustee 6 6. Description of Unit Trust and its Development 7 7. Unit Holder Liability Summary of Financial Statements Minimum Subscription Guarantors Acquisitions of Business or Equity Securities Options and Units Paid up Otherwise than in Cash Interested Persons Material Contracts Pending Proceedings Issue Expenses Other Terms of Offer and Units Financial Statements and Auditor s Report 66 and Appendix Places of Inspection of Documents Other Material Matters Manager s Statement Unit Trustee s Statement 69 Auditor's Report

3 Capitalised terms not otherwise defined in this prospectus shall have the meaning given to them in the Trust Deed (as defined below). In this prospectus, where the words us, we or our are used, they refer to BT Funds Management (NZ) Limited (the Manager ), as the context requires. Where we use the word you or your, this refers to Unitholders or investors, as the context requires. Where a practice of ours is referred to, or the description generally, normally or currently is used in this prospectus in relation to a practice, the reference is to our practice at the date of this prospectus. We reserve the right to review and change our practices without further notice within the terms of the Trust Deed. Any New Zealand legislation referred to in this prospectus may be viewed online at 1. Description of Unit Trust BT Funds Management (NZ) Limited offers a range of unit trusts known as the Westpac Active Series. The individual names of the unit trusts (the Trusts ) covered by this prospectus are: Westpac Active Income Strategies Trust Westpac Active Conservative Trust Westpac Active Moderate Trust Westpac Active Balanced Trust Westpac Active Growth Trust In relation to the Westpac Active Income Strategies Trust and Westpac Active Moderate Trust this prospectus supersedes the prospectus dated 1 June 2012 in relation to those Trusts. The Trusts are governed by a consolidated trust deed (the Trust Deed ) dated 13 March As at the date of this prospectus, the Trust Deed also governs the Westpac Cash Plus Trust and units in that trust are offered under a separate prospectus. An investment statement is available in relation to the offer of Units in the Trusts. The Westpac Active Conservative Trust and Westpac Active Balanced Trust were established on 31 July The Westpac Active Growth Trust was established on 30 November These three Trusts were established in Wellington, New Zealand. The Westpac Active Income Strategies Trust and Westpac Active Moderate Trust were established on 4 January These two Trusts were established in Auckland, New Zealand. The Trusts will terminate on the earlier of: a) the date appointed by us by notice in writing given to the Trustee; or b) the date on which the Trust is otherwise terminated under the Trust Deed or by operation of law. Each Trust consists of Authorised Investments and Assets for the time being held by, or for, the Trustee on behalf of that Trust. The beneficial interest in a Trust is divided into Units. Units in each of the Trusts are on offer under this prospectus. Each Unit you hold in a Trust gives you an equal interest in that Trust. A Unit in a Trust does not confer on you any interest in a particular part of the Trust or a particular asset of the Trust. You are

4 not entitled to require the transfer to you of any assets of the Trust. Further information on the nature of the Units in a Trust is set out in the Trust Deed. There is no maximum number or amount of Units in any of the Trusts. The minimum initial lump sum investment in a Trust is normally $5,000. Subsequent lump sum investments for each Trust must be at least $500. If, however, you intend to make regular investments to a Trust (payable at such frequencies as we may determine from time to time and set out in the investment statement) then the minimum initial and subsequent lump sum investment thresholds do not apply to you in respect of that Trust. Instead, you will be required to make an aggregate annual investment of at least $1,200. If you fail to make a regular investment payment, no Units will be issued to you in respect of that non-payment. The price per Unit of a Trust is the Allocation Price applicable as at the date of issue. The Allocation Price for a Trust at any particular time is the net value of the assets of the relevant Trust at the time divided by the number of Units then on issue, and may include an allowance for the expenses involved in purchasing assets. The Allocation Price applicable to any day may be obtained, on request, from us (see section for further details). Costs incurred in the issue of Units of a Trust are reflected in the Allocation Price. Similarly, the Release Price for Units in a Trust (which is the price per Unit applicable to the sale of Units) may include an allowance for the expenses involved in disposing of assets (see section for further details) of the relevant Trust. Further details on fees and charges are set out in section These allowances, if any, are retained within the applicable Trust until payment is required. The allowances are not retained by us. An Initial Service Fee is deducted from each lump sum investment and each regular investment into a Trust with the balance used to issue Units at the Allocation Price. Full details of fees involved can be found in section of this prospectus. The assets of any unit trust established under the Trust Deed may not be used to satisfy the liabilities of any other unit trust. This offer is open only to persons who are in New Zealand. You must notify us if you change address or leave New Zealand permanently, or if your tax residency is not, or is no longer, in New Zealand. Each Trust is a portfolio investment entity ( PIE ). While a Trust is operating as a PIE you may be restricted from holding more than 20% of the Units of a Trust. The Trust Deed contains a power to adjust your distribution entitlements or your Units to reflect any tax paid by a Trust on your share of Trust income, and various Unit repurchase rights where the number of Units you hold may threaten a Trust s eligibility for PIE status. More information on taxation and PIEs is set out in section 17 of this prospectus. Where you invest through an investor-directed portfolio service or nominee or custodial service which is a proxy for an investor in a PIE ( PIE Investor Proxy ), the PIE Investor Proxy will be responsible for the payment of tax, and the attribution of income, losses, tax credits and refunds for tax purposes, on your behalf. Neither we nor the Trustee shall be liable for the attribution of income, losses or refunds nor the payment of tax in respect of Units held by you through PIE Investor Proxies

5 2. Managers and Promoters The Manager and issuer of the Trusts is BT Funds Management (NZ) Limited. As at the date of this prospectus, our directors are: Leigh James Bartlett of Auckland, New Zealand Peter Graham Clare of Auckland, New Zealand Richard Warren Jamieson of Sydney, Australia David Alexander McLean of Auckland, New Zealand Ian Nicholas New of Wellington, New Zealand Simon James Power of Auckland, New Zealand The directors may change from time to time without notice to investors. A list of directors is available online at It is intended that David Alexander McLean will step down as a director, during the last quarter of The registered office of the Manager is Westpac on Takutai Square, 16 Takutai Square, Auckland, 1010, New Zealand. Our contact address and the contract address of each director is Westpac on Takutai Square, 53 Galway St, Auckland 1010, New Zealand. Phone: The Manager was incorporated in New Zealand under the Companies Act 1955 on 29 November 1989 and was re-registered under the Companies Act 1993 on 23 December Our principal activities can generally be described as investment and funds management. Our ultimate holding company is Westpac Banking Corporation, ABN ( Westpac ), which is incorporated in Australia, and we have been a member of the Westpac group of companies since 31 October As at the date of this prospectus we also manage the following unit trusts: Westpac Term PIE Fund, Westpac Cash Plus Trust, Westpac Wholesale Multi Manager International Share Trust, Westpac Wholesale International Fixed Interest Trust, Westpac NZ Bonds 2002 Wholesale Trust, Westpac NZ Shares 2002 Wholesale Trust, Westpac Home Loan Trust, BT Private Selection, BT Institutional Alternative Investment Fund, BT Institutional Dividend Share Fund, BT Institutional Focus Share Fund, BT Institutional Strategy Share Fund, Westpac Wholesale Alternative Investment Trust, Westpac Wholesale New Zealand Diversified Bond Trust, Westpac Wholesale Australasian Diversified Share Trust. We are responsible under the Trust Deed for the management of the Trusts. Promoters We are a Promoter of the Trusts. Westpac New Zealand Limited ( Westpac NZ ) and its directors are also Promoters of the Trusts with the exception of Peter Graham Clare who is also a director of the Manager

6 As at the date of this prospectus, the directors of Westpac NZ are: Malcolm Guy Bailey of Feilding, New Zealand Peter Graham Clare of Auckland, New Zealand Philip Matthew Coffey of Sydney, Australia Janice Amelia Dawson of Auckland, New Zealand Christopher John David Moller of Lower Hutt, New Zealand Peter David Wilson of Wellington, New Zealand The directors of Westpac NZ may change from time to time without notice to investors. A list of directors of Westpac NZ is available online at The registered office of Westpac NZ is Westpac on Takutai Square, 16 Takutai Square, Auckland, 1010, New Zealand. The contact address of Westpac NZ and each director of Westpac NZ is Westpac on Takutai Square, 53 Galway Street, Auckland 1010, New Zealand. Phone: Exposure to Authorised Investments and Assets may be gained, where appropriate, by investing in units in other funds ( Specialist Funds ). Investment management functions for any such Specialist Funds may be provided by investment managers of those Specialist Funds and such investment managers may include companies related to us. The underlying investment managers are regularly reviewed and monitored and may change without notice to investors. Details of specialist underlying investment managers and Specialist Funds can be obtained by calling us on or by visiting and searching for the document entitled Westpac Active Series Investment Managers. We have also contracted some of the administration functions of the Trusts to The Hongkong and Shanghai Banking Corporation Limited, Trustees Executors Limited and MMc Limited and they are each therefore classed, for the purposes of the Securities Regulations 2009, as an Administration Manager for the Trusts. The Administration Managers will be regularly monitored and reviewed. Accordingly, they may be removed or added without prior notice to investors. As a result, the identity and number of Administration Managers for a Trust may vary from time to time. Details of Administration Managers can be obtained by calling us on None of the Manager, Administration Managers or Promoters or any director of them have during the 5 years prior to registration of this prospectus been: a) adjudged bankrupt or insolvent; or b) convicted of any crime involving dishonesty; or c) prohibited from acting as a director of a company; or d) placed in statutory management, voluntary administration, liquidation or receivership. 3. Registrars, Custodians, Auditors, Advisers and Experts Under the Trust Deed, we are the Registrar of the Trusts. We have appointed Trustees Executors Limited to provide unit registry services. The Auditors of the Trusts are PricewaterhouseCoopers. The Auditors and the Auditors partners have obtained transitional licences under the Auditor Regulation Act The transitional licences are effective from 1 May

7 The Auditors carry out other assignments for the Manager and related entities of the Manager in the areas of taxation advice and other assurance and advisory services. These matters have not impaired the Auditors independence as auditors of the Manager or auditors of the Trusts. The Solicitors involved in the preparation of this prospectus are Minter Ellison Rudd Watts. Assets of the Trusts may be registered in the name of the Custodian, Guardian Nominees Limited, a subsidiary of The New Zealand Guardian Trust Company Limited. 4. Independence of Unit Trustee and any Custodians The Trustee and the Custodian are independent of us, the Promoters and the Administration Managers. 5. Unit Trustee The Trustee of the Trusts is: The New Zealand Guardian Trust Company Limited Level 7, Vero Centre 48 Shortland Street Auckland 1010 PO Box 1934 Auckland 1140 As at the date of this prospectus, the directors of the Trustee are: John Atkin of Sydney, Australia John Richard Avery of Auckland, New Zealand Christopher Robert Darlow of Auckland, New Zealand Michael Privett Reed of Auckland, New Zealand Timothy James Shaw of Auckland, New Zealand The contact address for each of the directors is the address of the Trustee. These directors may change from time to time without notice to investors. A list of directors of the Trustee is available online at The New Zealand Guardian Trust Company Limited was incorporated in New Zealand under the Companies Act 1955 on 7 September It is also governed by the provisions of The New Zealand Guardian Trust Company Act On 23 April 1997 it was re-registered under the Companies Act The registration number is Its trustee origins date back to The Securities Trustees and Statutory Supervisors Act 2011 ( STSS Act ) came into effect on 1 October 2011 and requires the Trustee to apply to the Financial Markets Authority for a licence to act as a trustee for a range of financial products. The Trustee has been granted a licence under section 16(1) of the STSS Act to act as a trustee in respect of unit trusts for a term expiring 16 March Refer to the Financial Markets Authority website for further details regarding any conditions attached to the licence

8 If the Trustee does not hold an appropriate licence, then we would be obliged to seek and appoint another Trustee. The ultimate holding company of the Trustee is The Trust Company Limited (ABN ) a trustee company incorporated in Australia and listed on the Australian Securities Exchange ( ASX ). Under the Trust Deed, the Trustee is indemnified out of each Trust s funds for any expense or liability incurred in prosecuting or defending any action or suit in respect of the provisions of the Trust Deed or the Conditions of Establishment of any Trust or the terms of any prospectus issued, and liability arising from authorised investments, or any loss, liability or expense arising where the Trust or any investment in which the Trust invests is not or ceases to be a PIE, and have no liability for our actions or omissions or those of the Trustee, except to the extent that any such expense or liability is attributable to the Trustee s own wilful neglect or bad faith. None of the Trustee, the Trustee s nominee companies nor any member of the Trustee s group of companies nor any other person guarantees the repayment of the Units, the payment of any earnings on the Units, the repayment of capital or the performance or returns of any of the Trusts. 6. Description of Unit Trust and its Development The Trusts are governed by the consolidated Trust Deed dated 13 March Summary of Principal Terms of Trust Deed, Material Features of the Trusts and the Conditions of Establishment Set out below is a summary of the current principal terms of the Trust Deed, the Conditions of Establishment and the material features of the Trusts Switching At any time you may apply to switch Units between any Trust offered within the Westpac Active Series. There is currently no fee payable when switching. The number of Units switched must normally be at least 500, or $500 in value, whichever is less. Minimum holding requirements must be satisfied in both the Trust switched into and a Trust from which a switch has been made (see section (3)(iv)). Requests to switch Units should be in writing. A switch form is available on request from us. We reserve the right to refuse a request to switch Units. A switch is treated as a redemption of Units in the relevant Trust and an immediate issue of Units in another Trust, and accordingly may be subject to such restrictions (as referred to in this prospectus or the Trust Deed) associated with the issue or withdrawal of Units. We may refuse a switch request where necessary to preserve a Trust s eligibility for PIE status. The tax related consequences of switching Units are set out in further detail in section Unit Prices Unit prices are normally calculated on each Business Day but we may value more frequently if required. Unit prices applicable to a Business Day will, in normal circumstances, apply to applications or release requests accepted before 4pm (or such

9 later time as we, in our discretion, may accept) on a Business Day and will be rounded down to four decimal places Allocation Prices The Allocation Price for Units in a Trust is obtained by aggregating the current market value of the Trust s assets and deducting all liabilities (excluding any PIE tax liability, where we consider it appropriate to do so), provisions, fees and expenses, and dividing the result by the number of Units on issue for that Trust to determine the mid-price for that Trust. For the purpose of calculating the Allocation Price liabilities do not include any amounts resulting from treating Units as liabilities. An allowance may then be added representing all, or a proportion of, the estimated average acquisition costs for the investments of that Trust. This allowance, which is currently nil for all of the Trusts, is determined by us and is reviewed regularly and may therefore vary from time to time. Further information about Allocation Prices is set out in the Trust Deed Release Prices The Release Price for Units in a Trust is obtained by aggregating the current market value of the Trust s assets and deducting all liabilities (excluding any PIE tax liability, where we consider it appropriate to do so), provisions, fees and expenses, and dividing the result by the number of Units on issue for that Trust to determine the mid-price for that Trust. For the purpose of calculating the Release Price liabilities do not include any amounts resulting from treating Units as liabilities. This mid-price may then be reduced by an allowance representing all, or a proportion of, the estimated average disposal costs for the investments of that Trust. This allowance, which is currently nil for all of the Trusts, is determined by us and is reviewed regularly and may therefore vary from time to time. Further information about Release Prices is set out in the Trust Deed Fees and Charges Fees and charges currently payable to us are: An Initial Service Fee of 0.50% of the investment amount is deducted by us from each lump sum investment made by you. An Initial Service Fee of 0.50% of the investment amount will also be charged in respect of each regular investment. A regular investment means any payment which is to be made by you to a Trust at regular intervals (at such frequencies as we may determine from time to time and set out in the investment statement), by way of a direct debit or automatic payment authority. We may waive or reduce the amount of any Initial Service Fee payable at our discretion. An annual administration fee ( Administration Fee ) may be charged by us. No such fee is currently charged. An annual management fee ( Management Fee ) (plus any GST applicable) is calculated daily and payable from each Trust monthly in arrears as follows: Trust Westpac Active Income Strategies Trust Westpac Active Conservative Trust Management Fee (excluding GST) 0.80% p.a. of Gross Fund Value 1.10% p.a. of Gross Fund Value

10 Westpac Active Moderate Trust Westpac Active Balanced Trust Westpac Active Growth Trust 1.25% p.a. of Gross Fund Value 1.40% p.a. of Gross Fund Value 1.55% p.a. of Gross Fund Value The total aggregate annual Administration Fee and Management Fee payable to us in respect of a Trust (exclusive of GST) is subject to a maximum of 2.5% per annum of the Gross Fund Value of the relevant Trust. Any applicable GST is payable in addition. The provisions of the Trust Deed entitle us to receive and retain for our own benefit such part of the estimated average acquisition or disposal costs, if any, which are not actually used in the acquisition or disposal of assets. We currently do not retain such part of the estimated average acquisition or disposal costs, if any, which are not actually used, in respect to those Units issued or redeemed by the Trusts. A Release Fee may be charged by us in respect of the repurchase or redemption of Units. No such fee is currently charged. A Switching Fee may be charged by us in respect of switching Units, as set out under section and section (8). No such fee is currently charged. Investment management functions for Specialist Funds will be provided by investment managers which may include us and our related companies. Our current policy is to make certain adjustments to ensure that you do not bear the cost of management fees charged by the Specialist Funds that are selected by us (whether that investment is made directly by the Trusts or through another managed fund issued by us). In addition, where we or one of our related companies is the investment manager or manager of such Specialist Funds, our current policy is to achieve the above by means of adjustments referred to under section 6.2. However, Specialist Funds may charge fees and expenses (such as administration fees, performance fees and transaction costs) which will, if applicable, affect the value of such Specialist Funds and consequently affect your returns. The Trustee has the power under the Trust Deed to charge an annual fee to each Trust to a maximum of 0.50% (plus any applicable GST) per annum of the Gross Fund Value of each Trust. The Trustee fee is currently up to 0.075% (plus any applicable GST) per annum of the Gross Fund Value of each Trust. The Trustee fee is currently paid by us and is not deducted from the Trusts. The Trustee may charge its fee to the relevant Trust if we do not pay its fee. When the aggregate Gross Fund Value of all the Trusts and certain other trusts managed by us reach a certain level, the Trustee fee may be reduced. Upon termination of any Trust, a fee may be payable to the Trustee. Under clause 30.2 of the Trust Deed, the maximum fee payable to the Trustee on termination is 0.2% of the Gross Fund Value of the relevant Trust at the date of termination (plus any applicable GST). As at the date of this prospectus the Trustee does not intend to charge a termination fee

11 We, and the Trustee, are entitled, and reserve the right, to be reimbursed from the Trusts for all expenses, costs or liabilities incurred by us acting as Manager and Trustee respectively. Generally the amount of these expenses, costs or liabilities cannot be ascertained until they are incurred and will vary from time to time. We may from time to time choose in our absolute discretion not to seek reimbursement for any such expenses, costs or liabilities. In our discretion, we have currently elected to pay from the Management Fee we receive all the expenses, costs and liabilities incurred by us on a normal day-to-day basis in relation to the operation and administration of the Trusts. Any other expenses, costs or liabilities properly and reasonably incurred by us or the Trustee in carrying out our respective duties (including but not limited to expenses, costs or liabilities in relation to taxes in relation to a Trust, any legal or regulatory compliance in relation to a Trust, litigation or other claim in relation to a Trust, any variation of a Trust or any Unitholder meeting of a Trust) will continue to be recovered directly from the relevant Trust. To the extent any expenses, costs or liabilities (including Trustee fees) are not met by us and are charged to or reimbursed directly from a Trust, they will be taken into account when that Trust s net income is calculated and will affect your returns. All expenses, costs or liabilities paid by the Trusts are shown in the Trusts financial statements. We may, at our discretion, pay amounts (including non-monetary benefits) from the fees we receive, to financial advisers or other persons approved by us. These payments are not an additional cost to you. Financial advisers are in all respects acting as your agent, and not as our agent or as agent for the Trustee. Neither we nor the Trustee are responsible for the advice given by these advisers. We may agree with the Trustee to vary fees and charges at any time, subject to limits imposed by the Conditions of Establishment and the Trust Deed. The Initial Service Fee and Release Fee are unlimited Investment Incentive Scheme We may, at our discretion, offer an investment incentive scheme, effectively reducing the Management Fee referred to in section by the issue of bonus Units (the Investment Incentive Scheme ). We do not currently offer an Investment Incentive Scheme Withdrawing Units In order to withdraw Units, you should complete and send a written Release Request to us. The document requests that we release your Units. A Release Request shall be irrevocable once given, unless we otherwise agree with the Trustee. Withdrawals will be effected by direct redemption (unless you request a Manager repurchase). Under direct redemption the Trust redeems your Units directly and under a Manager repurchase we buy the Units from you. For each Trust we will ascertain your withdrawal amount by multiplying the number of Units to be released by the Release Price determined as at the Release Date. The Release Date is the date a Release Request is received by us (unless that request is not received on a Business Day in which case the Release Date will be the next Business Day following receipt). The Release Price shall be calculated as set out in section You may withdraw an investment in a Trust in whole or in part. The minimum withdrawal amount is normally $500 or 500 Units, whichever is the lesser value, and provided the minimum holding requirements of that Trust are met. Regular withdrawals of a minimum of $1,200 per year (payable at such frequencies as we may determine from time to time

12 and set out in the investment statement) are also permitted, provided the minimum holding requirements of that Trust are met. On the date of each of your regular withdrawals, you will be deemed to have given, and we will be deemed to have received, a Release Request. The minimum holding for all Trusts is normally 5,000 Units or $5,000, whichever is the lesser value. The minimum holding threshold for a Trust does not apply to you if you are making regular investments by direct debit or automatic payment to that Trust. If a Release Request is for a number of Units that would leave you with less than the applicable minimum holding then the Release Request may be deemed to be for your entire holding in that Trust. Following receipt of a Release Request, we will request that the Trustee redeem Units (or we will repurchase Units, if requested by you) and pay the Release Price to you within 30 Business Days of the relevant Release Date. Notwithstanding anything contained elsewhere in this prospectus where: (a) (b) (c) you hold less than the minimum holding for a Trust set out in section (3)(iv); we give you thirty days notice in writing that we intend at the expiration of that period to require repurchase or redemption of all of your Units in that Trust; and at the expiration of that period you hold less than the minimum holding set out in section (3)(iv), we will be entitled within seven days from the expiration of that period to repurchase or cause redemption of your holding in that Trust at the expiration of that period as if a Release Request had then been received from you. The Trust Deed allows us to suspend all Release Requests tendered by you and other Unitholders if we determine in good faith that it is desirable for the protection of the Trust or in the interests of Unitholders. The maximum suspension period is as specified in the Conditions of Establishment (currently 30 days) or such further unlimited period as determined by us with the consent of the Trustee for all the Trusts. Any Release Request received during that suspension period will be deemed received immediately following the expiry of the suspension period. If your Release Request is for 5% or more of the total number of Units on issue of a Trust then we may spread the repurchase or redemption of those Units over a period not exceeding five Business Days in accordance with the Trust Deed. If the Release Requests from multiple Unitholders over a period of five consecutive Business Days is for more than 10% of the total number of Units on issue of a Trust, then we may, with the approval of the Trustee, delay the repurchase or redemption of those Units in excess of 10% of the total units on issue for a period not exceeding 30 Business Days in accordance with the Trust Deed. Further information on the redemption or repurchase of Units is set out in the Trust Deed. We may make adjustments to your Units or deductions from any distributions or withdrawal proceeds of an amount equal to any tax paid by the Trust on the income attributed to you, and we may (and we intend to) redeem or repurchase your Units when necessary to preserve a Trust s PIE status. We may refuse a Release Request where necessary to preserve a Trust s eligibility for PIE status. The tax related consequences of withdrawing Units are set out in further detail in section Transferring Unit entitlement

13 You may apply to transfer your Units in a Trust to another person at any time. The form of transfer is available from us. On completion, the transfer form must be returned to us for verification and processing. A partial transfer may not be processed where the resulting balance of Units (held by you or the transferee) is less than the minimum holding for that Trust. The minimum holding threshold does not apply to you if you are making regular investments by direct debit or automatic payment into that Trust. No transfer shall be made to a person we know to be a person prohibited by law from holding Units. We or the Trustee may refuse to register a transfer when duties or taxes, or other fees or charges relating to you remain unpaid, or where the Trust is a PIE and registration of the transfer would cause that Trust to breach the requirements of the PIE definition in the Income Tax Act Under the Trust Deed, we may elect to effect a transfer request either by registering a transfer of Units from you to the transferee, or by cancelling (without payment to you) the number of Units sought to be transferred (together with any Units otherwise cancelled within the terms of the Trust Deed (including for tax reasons)) and issuing the same number of Units as are cancelled to the transferee (less any Units cancelled within the terms of the Trust Deed (including for tax reasons)). The register of each Trust will be closed to transfers up to 14 days prior to the determination of, and distribution of, capital or income for that Trust. The tax related consequences of a transfer of Units are set out in further detail in section 17. Further information on the transfer of Units, and the transmission of Units upon the death of a Unitholder, are set out in the Trust Deed Duties and powers of Trustee The Trust Deed, the Conditions of Establishment (see section below) and this prospectus set out the terms of the investment and your and our rights and obligations and those of the Trustee. Under the Trust Deed the Trustee: receives and holds all the cash and investments of each Trust; receives and distributes the income of each Trust; oversees our compliance (including the administration of the Trusts); and may delegate certain activities and actions (including to us) in accordance with the terms of the Trust Deed. Further information on the duties and powers of the Trustee are set out in the Trust Deed Borrowing powers The Trust Deed permits, and on our request requires, the Trustee to borrow and to make other funding arrangements on behalf of each Trust, provided the total of such liabilities does not exceed 50% of the Net Fund Value of the Trust at the date of making such arrangements. We may, but do not currently intend to, borrow for any Trust, other than for the purpose of effecting settlements. It is therefore possible that from time to time a Trust may become indebted to another person (including one of our related companies). The Trusts may use financial instruments known as derivatives (see section 6.4). It is possible (although not intended) that the use of derivatives may result in the Trusts becoming geared. If for any reason (including market movements or cash flows) a Trust

14 becomes geared, the Trust will be realigned as soon as practicable to remove any gearing. Further information on the borrowing powers in relation to the Trusts are set out in the Trust Deed Power to amend Trust Deed Together with the Trustee, we may amend the provisions of the Trust Deed or the Conditions of Establishment if: in the opinion of the Trustee, the amendment is made to correct a manifest error or is of a formal or technical nature; in the opinion of the Trustee, the amendment is necessary or desirable for the more convenient, economical or advantageous working management or administration of the Trusts or for safeguarding or enhancing the interests of the Trusts or Unitholders and the amendment is not or is not likely to become prejudicial to the interests of the Unitholders generally; the amendment is authorised by an Extraordinary Resolution of Unitholders; or the amendment is required by or in consequence of any amendment to the Unit Trusts Act The Conditions of Establishment will be varied if we notify the relevant Unitholders of the variations and either Unitholders holding not less than 10% of the number of Units on issue who object to the amendment call a meeting of Unitholders at which the proposal is not rejected by Extraordinary Resolution (or they fail to call such a meeting altogether) or Unitholders who oppose the proposal are given the opportunity to withdraw their Units at the then current Release Price. Further information on the power to amend the Trust Deed and/or Conditions of Establishment is set out in the Trust Deed Appointment and removal of the Trustee The Trustee may retire upon giving ninety (90) days notice in writing to us, subject to the appointment of a new trustee and the transfer to such new trustee of all authorised investments and all other property or assets of the Trusts funds. The Trustee may be removed from office by the High Court on application by us or by the Financial Markets Authority under Part 2 of the Securities Trustees and Statutory Supervisors Act The power of appointing a new trustee is vested in us but if we fail or refuse to exercise this power, a new trustee may be appointed by an Extraordinary Resolution of Unitholders. We have no unilateral power to remove the Trustee. Any new trustee must hold a licence to act as a trustee for the Trusts under the Securities Trustees and Statutory Supervisors Act Appointment and removal of the Manager We may retire, subject to the appointment of a new manager in accordance with the Trust Deed, by giving ninety (90) days notice in writing to the Trustee or such shorter period of notice as we may agree with the Trustee. We may be removed from office by the High Court on the application of the Trustee, you or any other Unitholder, or the Financial Markets Authority. We will also cease to hold office if:

15 the Trustee certifies that it is in the interests of Unitholders that we should cease to hold office; the Unitholders direct that we should cease to hold office pursuant to the Unit Trusts Act 1960; or a receiver is appointed or an order made or resolution passed to liquidate us or wind us up. The power of appointing a new temporary manager is vested in the Trustee who must then call a meeting of Unitholders and take such steps as the Unitholders require to secure the appointment of a new manager. If the Trustee fails or refuses to exercise this power, or a meeting of Unitholders wishes to appoint an alternative manager, a new manager may be appointed by a Section 18 Resolution (a resolution of Unitholders in accordance with section 18 of the Unit Trusts Act 1960) of Unitholders. Further information on the appointment and removal of the Manager is set out in the Trust Deed Meeting of Unitholders We may at any time of our own volition convene a meeting of Unitholders of a Trust or the Trusts in such place and to be run in accordance with such procedures as we determine. We will, upon the request in writing of: (a) (b) the Trustee; or 10% in number of the Unitholders or Unitholders holding not less than 10% of the number of Units on issue in a Trust at the date of request, convene a meeting of Unitholders of that Trust. We must give a minimum of 14 days notice of the meeting, in writing and addressed to all Unitholders of that Trust and the Trustee at their registered address. The meeting shall be under the chairmanship of a nominee of the Trustee. The quorum for meetings will be Unitholders present in person or by proxy or by attorney or by authorised representatives holding not less than 10% of the number of Units on issue in a Trust. Resolutions will be determined by a show of hands unless a poll is demanded. On a poll every Unitholder has one vote for each Unit held. On a show of hands, all those entitled to vote have one vote only. We are required under the Unit Trusts Act 1960 to lay before a meeting of Unitholders, copies of the last statements filed in accordance with section 20(2) of that Act. Further information relating to Unitholder meetings, including terms and conditions relating to adjournment of meetings, proxies and powers of attorney and voting, are set out in the Trust Deed Creation of Trusts New unit trusts may be established under the Trust Deed from time to time when we and the Trustee agree. Each new unit trust will be governed by the Trust Deed and its own Conditions of Establishment Change of name of Trusts We may, with the consent of the Trustee, change the name of any Trust at any time

16 Issue of new Units New Units in each Trust may be issued at any time. All new Units will rank equally with existing Units. There is no limit on the number of Units that may be issued in any Trust. All Units in a Trust must be issued for the relevant Allocation Price. New Units may be issued for cash or in return for the transfer of Authorised Investments to the relevant Trust. If you wish to apply for or acquire Units in a Trust you must, in the first instance, complete and lodge with us by such method and at such place or places as we may from time to time determine an application for Units and you must pay to us the total application moneys. All application moneys must, within 7 days of receipt, be paid by us to the credit of the Trustee s (or its nominee s) bank account for the relevant Trust. We may in our absolute discretion accept or refuse to accept in whole or in part any application (including one made by virtue of a Standing Application) or postpone the processing of the application pending receipt of cleared funds and we will not be required to assign any reason or ground for such refusal or postponement. If we accept an application then: (a) (b) where we receive an application for Units on a Business Day then, if we accept such application the Units will be deemed to be sold or issued at the time of our acceptance; or where we receive an application for Units not on a Business Day then, if we accept such application the Units will be deemed to be sold or issued at the commencement of the next Business Day. Where we have accepted your application for Units but we have not or do not receive cleared funds from you in satisfaction of the purchase or subscription price payable within five Business Days or such further period approved by us from the date we receive your application for Units, then we will cancel your application and the Units will be deemed never to have been sold or issued. We may do this without prejudice to our rights and remedies and those of the Trustee against you in respect of any losses, costs, expenses or damages suffered by us, by the Trustee or by the Trust arising out of or in connection with the failure to ensure due provision of cleared funds Register of Unitholders We are required to maintain, or cause to be maintained, a register of Unitholders. We and the Trustee are entitled to rely on the Register as being a correct record of Unitholders, if based on a reasonable belief that the register is genuine. The Register is audited on an annual basis and is available for inspection by you during normal business hours at our registered office. The Register may be closed for up to 30 days in each year as we think fit. We will issue certificates to you (showing your Unit holding in a Trust) as necessary to meet the requirements of the Securities Act 1978, or of any applicable exemption notice under that Act Joint Unitholders Where you and one or more other persons are registered as the Unitholders of any Unit, you will both be liable jointly and severally for any amount payable in respect of each Unit

17 Only the person whose name stands first in the register of Units shall be delivered any statements of holding or any payments in respect of the Units. At meetings of Unitholders, only one of the joint Unitholders is entitled to vote Distributions We do not currently intend to pay regular distributions to you as a Unitholder in the Trusts. However, we may vary the distribution policy from time to time. If we decide to pay distributions from a Trust, the amount of distributions (if any) will be so much of the income of the Trust as we determine and so much of the capital of the Trust as we, with the approval of the Trustee, determine to be appropriate from time to time. See section 6.6 for further information Manager s Powers We have all powers necessary to manage and administer the Trusts, except to the extent that the Trust Deed reserves any powers for the Trustee. Our powers include the ability to: manage and deal with the assets of each Trust; make all decisions relating to the assets of each Trust; make all decisions relating to borrowings of each Trust; place on deposit with any bank or other person any cash of a Trust; enter into hedging contracts; enter into underwriting agreements as a form of authorised investment; manage each of the Trusts as a PIE; and redeem your Units if your investment falls below the minimum holding where applicable (currently $5,000 or 5,000 Units, whichever is the lesser amount). Further information and details as to our various powers and duties are set out in the Trust Deed. We have the power to delegate to our officers or employees, or to any other person related to us, all of our powers, authorities and discretions. Pursuant to a deed of arrangements entered into between us and the Trustee, we and our authorised agents will also undertake certain of the day to day administrative functions of the Trusts. We may request that you provide us with information to enable us to determine whether a Trust continues to meet the PIE eligibility requirements and, in particular, we may request that you: a) provide details of Units held by any of your associated persons, as defined in the Income Tax Act 2007 (including any associated person for whom Units are held by a PIE Investor Proxy), where the associated person holds 5% or more of the Units in a Trust; and b) confirm that you are, or are eligible to be, a PIE. If we request you to provide information to us you must supply the information within 30 days of the request

18 Winding up At any time after the commencement of a Trust we may notify the Trustee in writing that such Trust is to terminate, specifying the date of such termination, and on such date the Trust will terminate unless we agree with the Trustee to do otherwise. Notice of the receipt by the Trustee of the notice shall forthwith be given to you by the Trustee. Upon the termination of a Trust the Trustee is required to realise all of the assets of that Trust and, after deducting expenses and making any adjustments required for tax, distribute the remaining proceeds to you and the other Unitholders in proportion to your and the other Unitholders respective holdings of Units. Further details are set out in the Trust Deed Conditions of Establishment Each Trust is governed by the Conditions of Establishment we agreed with the Trustee. The current Conditions of Establishment are set out below. The Westpac Active Conservative Trust, Westpac Active Balanced Trust, Westpac Active Growth Trust, Westpac Active Income Strategies Trust and Westpac Active Moderate Trust are collectively referred to in the prospectus as the Trusts. Each Trust was created pursuant to Clause 2 of the Trust Deed. 1) Application to Trusts: The terms set out in these Conditions of Establishment shall together with the Trust Deed provide for all matters relating to Units and Unitholders of each of the Trusts. To the extent any provisions of these Conditions of Establishment conflict with the provisions of the Trust Deed the provisions of these Conditions of Establishment shall apply. 2) Defined Terms: Terms defined in the Trust Deed other than those referred to in paragraph 3 below shall, unless the context requires otherwise, have the same meaning when used in these Conditions of Establishment. Reference to Clauses shall be to Clauses in the Trust Deed unless otherwise stated. 3) Definitions: For the purposes of the Trusts: i) Financial Year means a period of twelve (12) months ending on the 31st day of March in any year (or such other day as the Manager decides in any year), and in respect of each Trust, includes the period commencing on the date that Trust came into existence in accordance with paragraph 4 below and ending on the last day of the next March, and the period ending on the date when that Trust is terminated. ii) iii) Initial Issue of Units means all Units issued during the period of one day from the date of the first prospectus for each Trust. Minimum Application means $5,000 or such other amount as is agreed from time to time between the Manager and the Trustee. The Manager, with the agreement of the Trustee, reserves the right to accept applications for amounts less than the minimum application

19 iv) Minimum Holding means five thousand (5,000) Units or $5,000, whichever is the lesser value, or such other amount as is agreed from time to time between the Manager and the Trustee. The Manager, with the agreement of the Trustee, reserves the right to allow a minimum holding less than the amounts specified. The Manager and the Trustee have agreed that a minimum holding by a Unitholder of less than the amount specified in this paragraph will be allowed in circumstances where the holding is less than the amount specified in this paragraph solely as a result of Units being redeemed or repurchased by the Manager in payment of any Administration Fee. v) Valuation Day means each Business Day for the Trusts, and the Manager shall determine the Net Fund Value at, or at any time after, 4pm on each Valuation Day. 4) Commencement of Trusts: For the purposes of Clause 2.2, the Trustee has received the sum of $1,000 in respect of each Trust from the Manager in accordance with Clause 2.2(b) and therefore the: Westpac Active Conservative Trust commenced on 31 July 1992; Westpac Active Balanced Trust commenced on 31 July 1992; Westpac Active Growth Trust commenced on 30 November 1994; Westpac Active Income Strategies Trust commenced on 4 January 2012; and Westpac Active Moderate Trust commenced on 4 January ) Division into Units: For the purposes of Clause 5.1, the beneficial interest in the sum of $1,000 for the individual Trusts were divided as follows: Westpac Active Conservative Trust was divided into Units; Westpac Active Balanced Trust was divided into Units; Westpac Active Growth Trust was divided into Units; Westpac Active Income Strategies Trust was divided into 1,000 Units; and Westpac Active Moderate Trust was divided into 1,000 Units. 6) Initial issue of Units: For the purposes of Clause 7.3, the price per Unit for the Initial Issue of Units for each Trust was: $ for the Westpac Active Conservative Trust; $ for the Westpac Active Balanced Trust; $ for the Westpac Active Growth Trust; $ for the Westpac Active Income Strategies Trust; and $ for the Westpac Active Moderate Trust. 7) Initial Service Fee: For the purposes of Clause 8.1, the Initial Service Fee for the issue of Units shall be the fee detailed in section of this prospectus. The Initial Service Fee may be varied from time to time by agreement between the Manager and the Trustee

20 8) Switching Fee: For the purposes of Clause 18, the Switching Fee shall be the difference between the Initial Service Fee of the Trust where funds are being switched from and the Initial Service Fee of the Trust where the funds are being switched to, or such other fee as is from time to time agreed between the Manager and the Trustee. For a switch where there is no difference in the Initial Service Fees or if the Trust where the funds are being switched to has a lower Initial Service Fee than that of the Trust being switched from, then no Switching Fee will be payable. 9) Release Request: For the purposes of Clause 16.2, the minimum number of Units subject to a Release Request is: i) 500 Units or Units having a value of at least $500 (whichever is the lesser) for lump sum withdrawals; or ii) Units having a value of at least $1,200 per year (payable at such frequencies as the Manager may determine from time to time and set out in the investment statement). Where, as a result of a Release Request, a Unitholder would hold less than the Minimum Holding, then the Release Request shall be deemed to be in respect of all the Units held by that Unitholder. The minimums stated above will not apply in circumstances where there would be a breach of Minimum Holding as a result of Units being redeemed or repurchased in order to pay any fee to the Manager. 10) Release Fee: For the purposes of Clause 8.2, the Release Fee shall (subject to the following) be nil. The Release Fee may be varied by agreement between the Manager and the Trustee from time to time. This fee shall not apply in the case of a switch from one unit trust within the Westpac Active Series to another. 11) Time for Payments: For the purposes of Clauses 16.4, and 16.15(b), the time for payment shall be 30 Business Days. 12) Suspension Period: The maximum suspension period for the repurchase or redemption of Units pursuant to Clause shall be 30 days for all of the Trusts. 13) Borrowing Powers: For the purposes of Clause 19.4 the level of borrowing shall not exceed fifty percent (50%) of the Net Fund Value of each Trust. 14) Investment Policy: The investment policy of the Manager for the purposes of Clause 20.1 is that policy detailed for each Trust in section 6.4 of this prospectus, and those policies shall form part of these Conditions of Establishment. 15) Reinvestment of Entitlements:

21 For the purposes of Clause 25.6, the number of days shall be ) Remuneration of Trustee: i) For the purposes of Clause 30.1, the Trustee s annual fee shall be that fee as detailed in section of this prospectus, which reference shall form part of these Conditions of Establishment. ii) For the purposes of Clause 30.2, there shall be no termination fee payable to the Trustee. 17) Remuneration of Manager: For the purposes of Clause 30.3, the Manager s annual fee shall be that Administration Fee and Management Fee as detailed in section of this prospectus, which reference shall form part of these Conditions of Establishment. 18) Bonus Unit entitlement for larger investors (investment incentive scheme): For the purposes of Clause 4.5A, the Manager does not currently offer an Investment Incentive Scheme. 19) No variation without approval: The terms of these Conditions of Establishment shall apply to each of the Trusts and bind the Manager and the Trustee and to the extent provided in the Trust Deed every holder of Units in each Trust, and shall only be varied or amended by the Manager with the consent of the Trustee or otherwise in accordance with the Trust Deed. Unitholders shall be notified in writing in summary form within three months of any material amendment to these Conditions of Establishment in respect of the Trust in which they are Unitholders Trustee and Manager indemnity We and the Trustee are entitled to be indemnified out of a Trust from and against any expense and liability that may be incurred in prosecuting or defending any action or suit in respect of the provisions of the Trust Deed or the Conditions of Establishment of any Trust or the terms of any Disclosure Document in respect of Units and may recover any loss suffered by Unitholders in respect of their Units except to the extent that any such expense or liability is attributable to the Trustee's or our (as the case may be) own wilful neglect or bad faith. Further information in relation to the Trustee s and our responsibilities and indemnities are set out in the Trust Deed Unitholders bound The terms and conditions of the Trust Deed and the relevant Conditions of Establishment are binding on us, the Trustee, you, and each other Unitholder. 6.2 Limitations on investment powers The Trusts may invest in any of the following Authorised Investments and Assets: i) Investments in which trustees are for the time being authorised by the laws of New Zealand to invest trust funds. ii) Land and real estate

22 iii) Equity securities of companies incorporated in New Zealand or overseas. iv) Any share, or other interest in any partnership, joint venture or syndicate formed or carrying on business in New Zealand or overseas. v) Any stock, bonds, obligations or other securities issued or guaranteed by any government. vi) Loans secured by mortgages. vii) Deposits with, loans to, or other obligations of any Bank, company or person. viii) Bills of exchange, promissory notes, transferable certificates of deposit and other forms of negotiable instruments. ix) Units or interests in any unit trust constituted under the Unit Trusts Act 1960 or constituted under overseas legislation or any other fund, mutual fund or scheme constituted inside or outside New Zealand. x) Underwriting or sub underwriting contracts. xi) Futures contracts whether deliverable or non-deliverable. xii) Any physical commodities. xiii) The short-term asset pool account managed by the Manager. xiv) Any option or right to take up or sell any Authorised Investment. xv) Any instrument or arrangement for hedging or reducing any currency risk, interest risk or other risk. xvi) Any other security not covered above and which is approved by the Trustee. We have absolute discretion to make investments subject to the following: a) Although the Trust Deed contains no limitation on the percentage of any Trust which may be invested in any class of Authorised Investments, we must invest each Trust in accordance with the relevant investment policy set out in the Conditions of Establishment for that Trust, which will generally be reflected in the name of that Trust. We have proposed (and the Trustee has agreed) investment guidelines for each of the Trusts and we must obtain the Trustee s agreement if we wish to change or depart from these guidelines. The Trustee will generally agree any changes or departures unless it considers that as a result of them it may be directed to buy or sell assets which are manifestly not in the interests of Unitholders, or that they would be contrary to the provisions of the Trust Deed. b) With the approval of the Trustee, we may invest Trust funds in ourselves or any related company, or sell Trust assets to or purchase Trust assets from ourselves or any related company. However, the Trustee shall not act on any direction from us to acquire or dispose of any asset if, in its opinion, such a transaction is manifestly not in the interests of Unitholders or is contrary to the provisions of the Trust Deed. c) Each Trust s assets shall be invested as far as is practically possible so each Trust continues to be eligible as a PIE. The Trusts may invest in Specialist Funds that we, or one of our related companies, manage (referred to as Related Funds ). In these circumstances, our current policy is: No application fee (if any) is payable to the Related Fund; and Management fees are either not collected by the Related Fund, or if they are, they are rebated in full to the investing Trust. Similarly, if the trustee of a Related Fund is the Trustee (or a related company of the Trustee), then the trustee fees are only paid at one level, and are either not collected or are rebated to the relevant Trust by the Trustee

23 Any other fees or expenses (such as administration fees, performance fees and transaction costs) charged to the Related Fund are not refunded and will affect the value of the Trust. A "spread" between the issue price, and withdrawal amounts, could also exist in funds in which a Trust invests. This will not represent a fee to any party. 6.3 Material developments during the last five years preceding the date this prospectus was registered Investment activities for the Trusts have for the last 5 years (or in the case of the Westpac Active Income Strategies Trust and Westpac Active Moderate Trust, since the commencement of those Trusts) provided, and continue to provide, exposure to a range of assets in accordance with the investment policy (see below). There have been no material developments to investment activities relating to the Trusts during the last five years. On 3 February 2012 the names of three of the Trusts were amended as follows: (i) the Westpac Income Plus Trust was renamed the Westpac Active Conservative Trust; (ii) the Westpac Diversified Trust was renamed the Westpac Active Balanced Trust; and (iii) the Westpac Growth Trust was renamed the Westpac Active Growth Trust. These three Trusts were formerly known as the Westpac Multi-Sector Unit Trusts and on 3 February 2012 they were rebranded to be part of the Westpac Active Series. Prior to 25 September 2008, our distribution policy was to pay regular distributions to Unitholders from the Westpac Active Conservative Trust, Westpac Active Balanced Trust and Westpac Active Growth Trust. We do not intend to pay regular distributions from any of the Trusts. See sections and 6.6 for further information on distributions. In February 2008, we agreed with the Trustee to change the financial year end of the Westpac Active Conservative Trust, Westpac Active Balanced Trust and Westpac Active Growth Trust from the 30 th day of September of any year to the 31 st day of March of any year. On 1 October 2007, the Westpac Active Conservative Trust, Westpac Active Balanced Trust and Westpac Active Growth Trust became PIEs. 6.4 Investment objectives and policies The Trusts are authorised under the Trust Deed to invest in a broad range of Authorised Investments. It is our intention to focus the investments of each Trust in line with the established investment policies for each Trust (see below). Assets may generally be split into growth assets and income assets. Growth assets generally refer to investments such as property and shares and income assets generally describe cash and fixed interest investments. Typically growth assets have the potential to achieve capital growth over the medium to long term, but involve more risk with the potential for higher returns. Income assets on the other hand tend to provide generally steady, but lower levels of return. Alternative investments tend to be a mixture of both growth and income assets and are currently treated as growth assets for the purposes of portfolio construction

24 The Trusts (other than the Westpac Active Income Strategies Trust) currently invest in income and growth assets, which may include alternative investments. The Westpac Active Income Strategies Trust invests in income assets, which may include asset backed securities. Financial instruments known as derivatives may be used as a risk management tool or as an alternative to investing in the physical asset, by providing a similar exposure to the investment as buying or selling the asset underlying the derivative. A derivative is any financial contract whose value depends on the future value of underlying assets such as shares, fixed interest, currency or cash. Examples of derivatives include swaps, warrants, structured notes, futures contracts, options and forward rate agreements. It is our policy that derivatives will not be invested in directly to gear the Trusts (that is, to obtain greater exposure to markets than the net asset value of the Trusts). If for any reason (including market movements or cash flows) a Trust becomes geared through its direct investments, the Trust will be realigned as soon as practicable to remove any gearing. The Specialist Funds that the Trusts invest into may, however, use gearing and have the ability to use derivatives more extensively. At the date of this prospectus, the benchmark investment mix for each Trust is set out below. The benchmark investment mix reflects each Trust s long term strategic asset weighting to each asset class. The actual asset mixes may vary from the benchmark due to market movements and may vary should we seek to take advantage of market opportunities or seek to protect the value of portfolios during volatile economic periods. Variances from each benchmark may be significant, but may be restricted by ranges above and below each benchmark. The benchmark investment mix and the ranges may vary from time to time as we agree with the Trustee. The benchmark investment mixes and actual asset mixes take into account both direct and indirect investments and the effects of derivative contracts. You may request a copy of the benchmark investment mix, ranges and actual asset mix of each of the Trusts at any time by contacting us. Trust Asset Class Benchmark Investment Mix Westpac Active Income Strategies Trust Cash* NZ and International fixed interest Asset backed securities** 30% 40% 30% Westpac Active Conservative Trust Cash* NZ fixed interest*** International fixed interest Property Australasian shares International shares Alternative investments**** 23% 19% 38% 3% 8% 9% 0% Westpac Active Moderate Trust Although the benchmark investment weighting to alternative investments is 0%, this Trust may from time to time have an exposure to alternative investments. Cash* NZ fixed interest*** International fixed interest Property Australasian shares International shares Alternative investments**** 10% 17% 33% 5% 13% 17% 5%

25 Westpac Active Balanced Trust Westpac Active Growth Trust Cash* NZ fixed interest*** International fixed interest Property Australasian shares International shares Alternative investments**** Cash* NZ fixed interest*** International fixed interest Property Australasian shares International shares Alternative investments**** 5% 15% 20% 5% 20% 30% 5% 5% 5% 10% 10% 25% 38% 7% * Cash refers to assets such as bank deposits and money market securities. ** Asset backed securities refer to types of securities where value and income payments are derived from and backed by a specified pool of underlying assets such as residential and commercial mortgages through to credit cards and other types of loans and leases. *** NZ fixed interest issuers will generally be New Zealand domiciled, however from time to time may include Australian domiciled issuers. **** Alternative investments are investments that do not fall within the main asset classes. Alternative investments can include publicly traded securities like shares, bonds and derivatives (which include hedge funds, absolute return funds and commodity investments) or private securities (which can include venture capital and private equity). Investment strategies that may be found in some alternative investments include the use of gearing (obtaining greater exposure to markets than the net value of an underlying asset), short selling (selling something you do not own with a view to buying it back later at a lower price) and derivatives (contracts with returns dependent on or derived from one or more underlying assets or reference items such as shares, bonds, currency or cash). Investment policy and objectives for the Trusts: (a) Westpac Active Income Strategies Trust: Investment policy - To invest in a diversified range of income assets including all, or some of: cash, New Zealand and international fixed interest securities and asset backed securities (including residential and commercial mortgage backed securities). Objectives - to achieve stable returns with low levels of capital growth with low levels of risk over the medium term. Nature of investments - The Trust will invest in a diversified range of income investments in the financial markets of New Zealand and overseas. We may invest directly in cash, New Zealand and international fixed interest securities and asset backed securities, or may gain exposure to these assets through investments in Specialist Funds (including Related Funds). Details of the Specialist Funds (including Related Funds) that the Trust invests into can be obtained by visiting and searching for the document entitled Westpac Active Series Investment Managers

26 Currency management - Investments made in international markets are affected by currency movements from time to time. It is intended that under normal circumstances, currency exposures will be fully hedged. Value - The value of the Trust s investments is subject to the market prices of the assets held. Therefore any change in the value of the underlying assets will affect the value of your Unitholdings. (b) Westpac Active Conservative Trust: Investment policy - To invest in a diversified range of assets including all, or some of: cash, New Zealand and international fixed interest securities, shares and property (which may be listed or unlisted) and alternative investments. Within the Westpac Active Series, this Trust has a lower weighting to growth assets than the Westpac Active Moderate Trust, and a higher weighting to growth assets than the Westpac Active Income Strategies Trust. Objectives - to achieve stable returns with some capital growth with low levels of risk over the medium term. Nature of investments - The Trust will invest in a diversified range of investments in the financial markets of New Zealand and overseas. We may invest directly in cash, New Zealand and international fixed interest securities, property, Australasian and international shares and alternative investments or may gain exposure to these assets through investments in Specialist Funds (including Related Funds). Details of the Specialist Funds (including Related Funds) that the Trust invests into can be obtained by visiting and searching for the document entitled Westpac Active Series Investment Managers. Currency management - Investments made in international markets are affected by currency movements from time to time. We may endeavour to take advantage of any favourable currency movements. Therefore currency exposures may be fully or partially hedged as deemed appropriate. Value - The value of the Trust s investments is subject to the market prices of the assets held. Therefore any change in the value of the underlying assets will affect the value of your Unitholdings. (c) Westpac Active Moderate Trust: Investment policy - To invest in a diversified range of assets including all, or some of: cash, New Zealand and international fixed interest securities, shares, property (which may be listed or unlisted) and alternative investments. Within the Westpac Active Series, this Trust has a lower weighting to growth assets than the Westpac Active Balanced Trust, and higher weighting to growth assets than the Westpac Active Conservative Trust. Objectives - To achieve moderate levels of capital growth over the medium to long term, with moderate levels of risk. Nature of investments - The Trust will invest in a diversified range of investments in the financial markets of New Zealand and overseas

27 We may invest directly in cash, New Zealand and international fixed interest securities, property, Australasian and international shares and alternative investments or may gain exposure to these assets through investments in Specialist Funds (including Related Funds). Details of the Specialist Funds (including Related Funds) that the Trust invests into can be obtained by visiting and searching for the document entitled Westpac Active Series Investment Managers. Currency management - Investments made in international markets are affected by currency movements from time to time. We may endeavour to take advantage of any favourable currency movements. Therefore currency exposures may be fully or partially hedged as deemed appropriate. Value - The value of the Trust s investments is subject to the market prices of the assets held. Therefore any change in the value of the underlying assets will affect the value of your Unitholdings. (d) Westpac Active Balanced Trust: Investment policy - To invest in a diversified range of assets including all, or some of: cash, New Zealand and international fixed interest securities, shares and property (which may be listed or unlisted) and alternative investments. Within the Westpac Active Series, this Trust has a higher weighting to growth assets than the Westpac Active Moderate Trust, and a lower weighting to growth assets than the Westpac Active Growth Trust. Objectives - To achieve capital growth over the medium to long term, with medium levels of risk. Nature of investments - The Trust will invest in a diversified range of investments in the financial markets of New Zealand and overseas. We may invest directly in cash, New Zealand and international fixed interest securities, property, Australasian and international shares and alternative investments, or may gain exposure to these assets through investments in Specialist Funds (including Related Funds). Details of the Specialist Funds (including Related Funds) that the Trust invests into can be obtained by visiting and searching for the document entitled Westpac Active Series Investment Managers. Currency management - Investments made in international markets are affected by currency movements from time to time. We may endeavour to take advantage of any favourable currency movements. Therefore currency exposures may be fully or partially hedged as deemed appropriate. Value - The value of the Trust s investments is subject to the market prices of the assets held. Therefore any change in the value of the underlying assets will affect the value of your Unitholdings. (e) Westpac Active Growth Trust: Investment policy - To invest in a diversified range of assets including all or some of: cash, New Zealand and international fixed interest securities, shares and property (which may be listed or unlisted) and alternative investments

28 This Trust is the most aggressive within the Westpac Active Series and therefore, potentially, is the most volatile due to its higher exposure to growth assets. Objectives - to achieve capital growth over the long-term, with high levels of risk. Nature of investments - The Trust will invest in a diversified range of investments in the financial markets of New Zealand and overseas. We may invest directly in cash, New Zealand and international fixed interest securities, property, Australasian and international shares and alternative investments, or may gain exposure to these assets through investments in Specialist Funds (including Related Funds). Details of the Specialist Funds (including Related Funds) that the Trust invests into can be obtained by visiting and searching for the document entitled Westpac Active Series Investment Managers. Currency management - Investments made in international markets are affected by currency movements from time to time. We may endeavour to take advantage of any favourable currency movements. Therefore currency exposures may be fully or partially hedged as deemed appropriate. Value - The value of the Trust s investments is subject to the market prices of the assets held. Therefore any change in the value of the underlying assets will affect the value of your Unitholdings. The investment policy for each of the Trusts forms part of the Conditions of Establishment and as such can be changed only in accordance with the Trust Deed. See section for further information on varying the Conditions of Establishment. The objectives, nature of investments, currency management and value sections for the Trusts outlined above do not form part of the Conditions of Establishment and may be changed by us from time to time. 6.5 Returns for the Trusts Returns calculated for the year ended 31 March are: Westpac Active Income Strategies 0.51% Trust* Westpac Active Conservative Trust 3.35% Westpac Active Moderate Trust* 1.13% Westpac Active Balanced Trust 0.99% Westpac Active Growth Trust 1.11% * The Westpac Active Income Strategies Trust and the Westpac Active Moderate Trust commenced on 4 January 2012, however the Westpac Active Income Strategies Trust did not begin investment activity until 16 February 2012 and the Westpac Active Moderate Trust did not begin investment activity until 10 February Accordingly, the returns for these two Trusts are not annual returns. They only represent the return for the specified periods. Returns over a short period may not be indicative of returns over a longer period. 1 As 31 March 2012 was not a Business Day, returns are effectively calculated for the period to 30 March 2012 in each case

29 The returns assume, for the period, that an investment has been held for the full period and represent the percentage change in value of that investment for the period after the deduction of Management Fees (and Trustee fees up to 3 February 2012) and expenses, but before the deduction of PIE tax or refund of PIE tax credits. Returns calculated to 31 March for each year shown are: Westpac Active Conservative Trust 4.94% 10.22% -4.47% Westpac Active Balanced Trust 7.15% 17.89% % Westpac Active Growth Trust 7.41% 20.73% % The returns assume, for each period, that an investment has been held for the full period and represent the percentage change in value of that investment for the relevant period after the deduction of Management Fees, Trustee fees and expenses, but before the deduction of PIE tax or refund of PIE tax credits. Where formation losses have been offset against taxable income and this has reduced the value of the investment, that impact has been excluded from the return figures. A formation loss is the net loss arising before an entity becomes a PIE that is able to be carried forward and offset against taxable income. Returns calculated for the six month period ended 31 March 2008, are: Westpac Active Conservative Trust -3.27% Westpac Active Balanced Trust -9.45% Westpac Active Growth Trust % The returns assume, for the period, that an investment has been held for the full period and represent the percentage change in value of that investment for the period after the deduction of Management Fees, Trustee fees and expenses, but before the deduction of PIE tax or refund of PIE tax credits. Returns calculated for the year ended 30 September 2007, are: Westpac Active Conservative Trust 4.37% Westpac Active Balanced Trust 4.32% Westpac Active Growth Trust 5.25% The returns assume, for the period, that an investment has been held for the full period and represent the percentage change in value of that investment for the period after the deduction of tax at 33%, Management Fees, Trustee fees and expenses. In addition: It is assumed that no Initial Service Fees payable on subscription have been incurred during the returns calculation periods. It is assumed that an Administration Fee does not apply. For unitholders prior to 3 February 2012 charged an Administration Fee, these returns will differ. Certain investors who were Unitholders prior to 3 February 2012 may have been issued bonus Units through an Investment Incentive Scheme which reduced the impact of Management Fees, effectively enhancing the returns shown

30 All returns are calculated taking into account the full extent of both cash and noncash incomes, including dividends, interest, bonuses and realised and unrealised movements in capital values. It assumes any distributions from a Trust are reinvested. For more information regarding distributions see sections , 6.3 and 6.6. Past performance is not indicative of future performance. Returns can be negative as well as positive. 6.6 Distributions We do not currently intend that the Trusts will make regular distributions to you. However, under the Trust Deed the Trusts may distribute some or all of their income and realised capital gains. We have the discretion to set any distribution amount. If a distribution is to be paid to you, a calculation of the amount to distribute may take a number of days, with payment to be made as soon as reasonably practicable following each distribution date. Distributions paid in cash to you will be effected by direct credit to your nominated bank account. Any income earned by a Trust will be reflected in the Trust s Unit price (until any distribution of that income). If a distribution is paid, the Unit price will be reduced accordingly immediately following the Trust s distribution of this income to you and the other Unitholders. It may at times become necessary for a Trust to distribute some or all of any increase in the value of the capital of that Trust, but usually an increase in the capital value of the Trust will be reflected in a higher Unit price. Any distributions from a Trust will be made to you in proportion to your holdings in that Trust. The tax treatment of distributions is set out at section 17. Distribution reinvestment option If a distribution is to be paid, we may offer a distribution reinvestment option to you. If such an option is offered and you have elected for this option to apply, any distributions will be reinvested on a distribution date selected by us, in which case the statement of holding that is issued following each distribution will show the new total Unit entitlement. If the distribution reinvestment option is elected by you, we will arrange to issue additional Units in the same Trust to you from the distributions that would have been payable to you. This will increase the amount invested in the Trust by you. Our Initial Service Fee will not apply to issues of additional Units from any distributions and there is no minimum investment for these purposes. Units issued pursuant to a distribution reinvestment will be issued at the Allocation Price applicable on the first Business Day following the distribution date. The register will be closed 14 days prior to the end of the relevant distribution date and no changes to existing distribution instructions will be undertaken during this 14 day period. However, Units in any of these Trusts may still be issued or redeemed during this period

31 The distribution reinvestment option (if offered) will comply with the requirements of, and contains the terms and conditions required under, the Securities Act (Dividend Reinvestment) Exemption Notice , as amended or substituted from time to time. 6.7 No guarantee of Performance Investments made to the Trusts do not represent bank deposits with Westpac NZ or Westpac and are not liabilities of the banks or other members of the Westpac group of companies. Investments are subject to investment and other risks, including possible delay in payment of withdrawal amounts in some circumstances, and loss of investment value, including principal invested. We do not guarantee and none of the Trustee, the Trustee s nominee companies, Westpac NZ, Westpac, any member of the Westpac group of companies, or any other person guarantees the performance of any Trust or the repayment of any capital. 7. Unit Holder Liability There are no circumstances in which you will incur liabilities (including contingent liabilities) in relation to the Trusts or be obliged to pay any further money, other than the purchase price for your Units, any fees payable by you as set out in this prospectus and any tax liability on the portion of the Trust s income that is attributable to you, or that you incur as a result of advising the wrong prescribed investor rate ( PIR ) or failing to advise us when your PIR increases. You indemnify the Trustee and us for tax paid on PIE income attributed to you. This indemnity would only apply if your interest in a Trust was not sufficient to meet any liability for tax payable by that Trust attributable to you. 2 The Securities Act (Dividend Reinvestment) Exemption Notice 1998 can be viewed at

32 8. Summary of Financial Statements Audited financial statements in summary form for the Trusts (excluding the Westpac Active Income Strategies Trust and the Westpac Active Moderate Trust) for the years ended 31 March 2012, 31 March 2011, 31 March 2010 and 31 March 2009, and for the six month period ended 31 March 2008, are set out below. In relation to the Westpac Active Income Strategies Trust, audited financial statements in summary form are set out below for the period from commencement of investment operations of that Trust on 16 February 2012 to 31 March In relation to the Westpac Active Moderate Trust, audited financial statements in summary form are set out below for the period from commencement of investment operations of that Trust on 10 February 2012 to 31 March Westpac Active Income Strategies Trust Summary Statement of Comprehensive Income For the Period Ended 31 March 2012 Period Ended 31 March 2012 $'000 Net investment income 15 Total expenses - Profit for the period attributable to Unitholders 15 Total comprehensive income attributable to Unitholders 15 31

33 Westpac Active Income Strategies Trust Summary Statement of Changes in Net Assets Attributable to Unitholders For the Period Ended 31 March 2012 Period Ended 31 March 2012 $'000 Net assets attributable to Unitholders at the beginning of the period - Profit for the period 15 Total comprehensive income for the period 15 Applications 3,003 Withdrawals (2) Distributions - Unitholders tax liabilities (4) Net assets attributable to Unitholders at the end of the period 3,012 Period Ended 31 March 2012 Units '000 Units on issue Units on issue at the beginning of the period - Applications - units 2,990 Withdrawals - units (6) Units on issue at the end of the period 2,984 32

34 Westpac Active Income Strategies Trust Summary Balance Sheet As at 31 March 2012 Current assets Financial assets held at fair value through profit or loss Trustee fee rebate receivable Other receivables Tax receivable on behalf of unitholders Cash and cash equivalents As at 31 March 2012 $'000 2, Total assets 3,017 Liabilities Management fees payable 1 Trustee fees payable - Other payables - Distributions payable - Expense allowance payable - Tax payable on behalf of unitholders 4 Total liabilities 5 Net assets attributable to Unitholders 3,012 33

35 Westpac Active Income Strategies Trust Summary Cash Flow Statement For the Period Ended 31 March 2012 Period Ended 31 March 2012 $'000 Net cash flow used in operating activities Net cash flow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period (2,880) 3, Cash and cash equivalents at the end of the period

36 Westpac Active Conservative Trust Summary Statement of Comprehensive Income For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net investment income/(loss) 1,176 1,302 1,998 (404) (453) Total expenses Profit/(loss) for the period attributable to Unitholders ,678 (680) (615) Total comprehensive income attributable to Unitholders ,678 (680) (615) 35

37 Westpac Active Conservative Trust Summary Statement of Changes in Net Assets Attributable to Unitholders For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net assets attributable to Unitholders at the beginning of the period 20,752 22,749 14,290 17,143 19,385 Profit/(loss) for the period attributable to Unitholders ,678 (680) (615) Total comprehensive income for the period ,678 (680) (615) Applications 9,901 2,381 10,492 3,662 2,252 Withdrawals (4,495) (5,338) (3,776) (5,870) (3,909) Distributions (53) (115) Unitholders tax liabilities (178) Net assets attributable to Unitholders at the end of the period 26,778 20,752 22,749 14,290 17,143 Year ended 31 March 2012 Year ended 31 March 2011 Year ended 31 March 2010 Year ended 31 March 2009 Six months ended 31 March 2008 Units '000 Units '000 Units '000 Units '000 Units '000 Units on issue Units on issue at the beginning of the period 15,470 17,699 12,257 13,989 15,292 Applications - units 7,289 1,858 8,490 3,076 1,850 Withdrawals - units (3,444) (4,087) (3,048) (4,808) (3,153) Units on issue at the end of the period 19,315 15,470 17,699 12,257 13,989 36

38 Westpac Active Conservative Trust Summary Balance Sheet As at 31 March 2012 Assets Financial assets held at fair value through profit or loss Trustee fee rebate receivable Other receivables As at 31 March As at 31 March As at 31 March As at 31 March As at 31 March $'000 $'000 $'000 $'000 $'000 25,767 20,509 21,246 14,132 17, Current tax asset Tax receivable on behalf of unitholders Cash and cash equivalents 1, , Total assets 26,982 20,927 22,800 14,328 17,289 Liabilities Management fees payable Other payables Distributions payable Expense allowance payable Tax payable on behalf of unitholders Total liabilities Net assets attributable to Unitholders 26,778 20,752 22,749 14,290 17,143 37

39 Westpac Active Conservative Trust Summary Cash Flow Statement For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net cash flow (used in)/from operating activities Net cash flow from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period (4,471) 1,647 (5,421) 2,409 1,672 5,155 (2,785) 6,807 (2,321) (1,663) 684 (1,138) 1, , Cash and cash equivalents at the end of the period 1, ,

40 Westpac Active Moderate Trust Summary Statement of Comprehensive Income For the Period Ended 31 March 2012 Period Ended 31 March 2012 $'000 Net investment income 27 Total expenses 3 Profit for the period attributable to Unitholders 24 Total comprehensive income attributable to Unitholders 24 39

41 Westpac Active Moderate Trust Summary Statement of Changes in Net Assets Attributable to Unitholders For the Period Ended 31 March 2012 Period Ended 31 March 2012 $'000 Net assets attributable to Unitholders at the beginning of the period - Profit for the period 24 Total comprehensive income for the period 24 Applications 3,141 Withdrawals - Distributions - Unitholders tax liabilities (2) Net assets attributable to Unitholders at the end of the period 3,163 Period Ended 31 March 2012 Units '000 Units on issue Units on issue at the beginning of the period - Applications - units 3,125 Withdrawals - units 2 Units on issue at the end of the period 3,127 40

42 Westpac Active Moderate Trust Summary Balance Sheet As at 31 March 2012 Current assets Financial assets held at fair value through profit or loss Trustee fee rebate receivable Other receivables Tax receivable on behalf of unitholders Cash and cash equivalents As at 31 March 2012 $'000 3, Total assets 3,168 Liabilities Management fees payable 3 Trustee fees payable - Other payables - Distributions payable - Expense allowance payable - Tax payable on behalf of unitholders 2 Total liabilities 5 Net assets attributable to Unitholders 3,163 41

43 Westpac Active Moderate Trust Summary Cash Flow Statement For the Period Ended 31 March 2012 Period Ended 31 March 2012 $'000 Net cash flow used in operating activities Net cash flow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period (3,046) 3, Cash and cash equivalents at the end of the period 77 42

44 Westpac Active Balanced Trust Summary Statement of Comprehensive Income For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net investment income/(loss) 1,637 4,087 10,517 (7,652) (7,379) Total expenses 1,050 1,112 1,085 1, Profit/(loss) for the period attributable to Unitholders 587 2,975 9,432 (8,836) (8,139) Total comprehensive income attributable to Unitholders 587 2,975 9,432 (8,836) (8,139) 43

45 Westpac Active Balanced Trust Summary Statement of Changes in Net Assets Attributable to Unitholders For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net assets attributable to Unitholders at the beginning of the period 60,735 62,343 53,130 74,533 89,216 Profit/(loss) for the period attributable to Unitholders 587 2,975 9,432 (8,836) (8,139) Total comprehensive income for the period 587 2,975 9,432 (8,836) (8,139) Applications 9,984 4,630 8,006 5,450 4,297 Withdrawals (10,432) (10,814) (9,090) (18,340) (11,239) Distributions (195) (418) Unitholders tax liabilities (430) 1, Net assets attributable to Unitholders at the end of the period 60,444 60,735 62,343 53,130 74,533 Year ended 31 March 2012 Year ended 31 March 2011 Year ended 31 March 2010 Year ended 31 March 2009 Six months ended 31 March 2008 Units '000 Units '000 Units '000 Units '000 Units '000 Units on issue Units on issue at the beginning of the period 44,549 48,159 48,391 58,510 63,492 Applications - units 7,486 4,764 7,250 4,738 3,540 Withdrawals - units (8,102) (8,374) (7,482) (14,857) (8,522) Units on issue at the end of the period 43,933 44,549 48,159 48,391 58,510 44

46 Westpac Active Balanced Trust Summary Balance Sheet As at 31 March 2012 As at 31 March 2012 As at 31 March 2011 As at 31 March 2010 As at 31 March 2009 As at 31 March 2008 $'000 $'000 $'000 $'000 $'000 Assets Financial assets held at fair value through profit or loss 59,714 58,870 60,564 52,667 73,601 Trustee fee rebate receivable Other receivables Current tax asset Tax receivable on behalf of unitholders - 1, Cash and cash equivalents 1, , Total assets 60,991 61,036 62,560 53,246 75,248 Liabilities Financial liabilities held at fair value through profit or loss Management fees payable Other payables Distributions payable Expense allowance payable Tax payable on behalf of unitholders Total liabilities Net assets attributable to Unitholders 60,444 60,735 62,343 53,130 74,533 45

47 Westpac Active Balanced Trust Summary Cash Flow Statement For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net cash flow (used in)/from operating activities Net cash flow from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period (291) 4,659 1,550 12,625 8, (5,234) (464) (13,331) (6,865) 686 (575) 1,086 (706) 1, , (466) Cash and cash equivalents at the end of the period 1, ,

48 Westpac Active Growth Trust Summary Statement of Comprehensive Income For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net investment income/(loss) 869 2,422 7,147 (6,356) (5,940) Total expenses Profit/(loss) for the period attributable to Unitholders 257 1,780 6,509 (7,041) (6,388) Total comprehensive income attributable to Unitholders 257 1,780 6,509 (7,041) (6,388) 47

49 Westpac Active Growth Trust Summary Statement of Changes in Net Assets Attributable to Unitholders For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net assets attributable to Unitholders at the beginning of the period 36,888 37,334 31,991 44,330 56,817 Profit/(loss) for the period attributable to Unitholders 257 1,780 6,509 (7,041) (6,388) Total comprehensive income for the period 257 1,780 6,509 (7,041) (6,388) Applications 2,642 1,801 3,192 2,643 2,148 Withdrawals (5,794) (5,173) (4,912) (8,387) (8,560) Distributions (187) Unitholders tax liabilities 837 1, Net assets attributable to Unitholders at the end of the period 34,830 36,888 37,334 31,991 44,330 Year ended 31 March 2012 Year ended 31 March 2011 Year ended 31 March 2010 Year ended 31 March 2009 Six months ended 31 March 2008 Units '000 Units '000 Units '000 Units '000 Units '000 Units on issue Units on issue at the beginning of the period 29,807 31,799 32,900 37,494 42,342 Applications - units 2,839 2,469 3,378 2,725 1,812 Withdrawals - units (4,787) (4,461) (4,479) (7,319) (6,660) Units on issue at the end of the period 27,859 29,807 31,799 32,900 37,494 48

50 Westpac Active Growth Trust Summary Balance Sheet As at 31 March 2012 As at 31 March 2012 As at 31 March 2011 As at 31 March 2010 As at 31 March 2009 As at 31 March 2008 $'000 $'000 $'000 $'000 $'000 Assets Financial assets held at fair value through profit or loss 33,367 35,518 36,725 31,513 43,942 Trustee fee rebate receivable Other receivables Current tax asset Tax receivable on behalf of unitholders 837 1, Cash and cash equivalents Total assets 34,877 37,144 37,502 32,073 44,708 Liabilities Management fees payable Trustee fees payable Other payables Distributions payable Expense allowance payable Tax payable on behalf of unitholders Total liabilities Net assets attributable to Unitholders 34,830 36,888 37,334 31,991 44,330 49

51 Westpac Active Growth Trust Summary Cash Flow Statement For the Year Ended 31 March 2012 Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 Net cash flow from operating activities 2,389 2,981 1,306 5,718 6,144 Net cash flow used in financing activities Net increase/(decrease) in cash and cash Cash and cash equivalents at the beginning of the period (2,225) (2,726) (1,188) (5,869) (6,320) (151) (176) Cash and cash equivalents at the end of the period

52 Notes to the Summary Financial Statements Reporting entity The reporting entities included in these summary financial statements are the Westpac Active Conservative Trust, Westpac Active Balanced Trust, Westpac Active Growth Trust, Westpac Active Income Strategies Trust and Westpac Active Moderate Trust (referred to throughout this prospectus as the Trusts ). The Westpac Active Income Strategies Trust and the Westpac Active Moderate Trust were established on 4 January The Westpac Active Income Strategies Trust commenced investment operations on 16 February 2012 and the Westpac Active Moderate Trust commenced investment operations on 10 February As a result, no comparative summary financial statements are presented for these Trusts. Relationship to full financial statements The full financial statements for the years ended 31 March 2012 (the full financial statements for Westpac Active Income Strategies Trust is for the period 16 February 2012 ended 31 March 2012 and the Westpac Active Moderate Trust is for the period 10 February 2012 ended 31 March 2012), 31 March 2011, 31 March 2010, 31 March 2009 and the six month period ended 31 March 2008 from which these summary financial statements have been extracted, have been prepared in accordance with the requirements of the Unit Trusts Act 1960, the Financial Reporting Act 1993, the Trust Deed, and Generally Accepted Accounting Practice in New Zealand ("NZ GAAP"). The full financial statements, comply with New Zealand equivalents to International Financial Reporting Standards ("NZ IFRS"), and other applicable Financial Reporting Standards, as appropriate for profit oriented entities. The full financial statements make an explicit and unreserved statement of compliance with International Financial Reporting Standards ("IFRS"). The full financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and liabilities (including derivative financial instruments) at fair value through profit or loss. The full financial statements have been authorised for issue by the directors of the Manager. The summary financial statements: as at 31 March 2008 have been extracted from the audited full financial statements which were authorised for issue on 28 August 2008; as at 31 March 2009 have been extracted from the audited full financial statements which were authorised for issue on 31 July 2009; as at 31 March 2010 have been extracted from the audited full financial statements which were authorised for issue on 13 August 2010; as at 31 March 2011 have been extracted from the audited full financial statements which were authorised for issue on 5 August 2011; and as at 31 March 2012 have been extracted from the audited full financial statements which were authorised for issue on 22 August 2012; and are presented in New Zealand dollars which is the Trusts functional and presentation currency. All values are rounded to the nearest thousand dollars. 51

53 The summary financial statements have been prepared in accordance with FRS 43 Summary Financial Statements subject to the Securities Regulations 2009 and comply with NZ GAAP as it relates to summary financial statements. The summary financial statements have been authorised for issue by the directors of the Manager on 20 September The Trusts are Unit Trusts as defined by the Unit Trusts Act 1960 and are subject to the provisions of that Act. The summary financial statements cannot be expected to provide as complete an understanding as provided by the full financial statements. A copy of the full financial statements can be obtained from the Manager's principal place of business which is Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand or by calling The full financial statements for the years ended 31 March 2012 (the full financial statements for the Westpac Active Income Strategies Trust are for the period commencing on 16 February 2012 and ending on 31 March 2012 and the Westpac Active Moderate Trust for the period commencing on 10 February 2012 and ending on 31 March 2012), 31 March 2011, 31 March 2010, 31 March 2009, and the six month period ended 31 March 2008 have been audited by PricewaterhouseCoopers who have issued opinions in respect of each of the full financial statements that did not refer to any fundamental uncertainties and were not qualified in any respect. There have been no changes to accounting policies and these policies have been consistently applied throughout the periods presented. Items of material incidence, size or nature There are no items of such incidence and size or of such nature that require disclosure to explain the performance or financial position of the Trusts. Events occurring after the balance sheet date No significant events have occurred since balance date which would impact on the financial position of the Trusts disclosed in the Balance Sheet as at 31 March 2012 or on the results and cash flows of the Trusts for the year ended on that date. Additional information Related party transactions BT Funds Management (NZ) Limited is the Manager of the Trusts. The ultimate holding company of the Manager is Westpac. Trustee services are provided by The New Zealand Guardian Trust Company Limited. None of these related parties hold Units in the Trusts. In accordance with the Trust Deed, the Management Fee is calculated daily on the gross asset value of each Trust and paid monthly in arrears. Management Fees are a related party expense paid to the Manager and are shown in the Statements of Comprehensive Income under "Management fees". Management Fees payable are shown in the Balance Sheets under "Management fees payable". There are no key management personnel associated with the Trusts. Trustee fees are a related party expense paid to The New Zealand Guardian Trust Company Limited and are shown in the Statements of Comprehensive Income under "Trustee fees". Trustee fees payable are shown in the Balance Sheets under Trustee fees payable. Where monies are invested into other trusts managed by the Manager, the management fees charged in those trusts are rebated and offset against management fees in the Statement of Comprehensive Income. Management fees and management fee rebates 52

54 owed or owing as at year end are paid net to the Manager and are therefore offset against one another in the Balance Sheet under Management fees payable. Effective from 3 February 2012, the Management fees for the Trusts cover all the ordinary administrative expenses and Trustee fees incurred by the Manager. Prior to 3 February 2012 Trustee fees and administrative expenses incurred by the Manager were reimbursed from the Trusts. The administrative expenses were recovered through an expense allowance and are shown in the Statements of Comprehensive Income under Expense allowance. The amount payable to the Manager is shown in the Balance Sheet under Expense allowance payable. The Trusts invest in the Westpac Wholesale Unit Trusts, Westpac Mortgage Investment Fund, BT Private Selection, BT Institutional Strategy Share Fund and BT Institutional Alternative Investment Fund, of which all are managed by the Manager. All investments are detailed in the table below. Each Trust s bank account is held with Westpac NZ. Income earned on these accounts is also detailed in the table below. The Westpac Active Income Strategies Trust The value of investments held with related parties at balance date were: BT Private Selection - Property Fund BT Private Selection Corporate Bond Fund BT Private Selection Enhanced Cash Fund Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac Mortgage Investment Fund Westpac New Zealand Limited Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust The income from investments held with related parties during the period was: BT Private Selection - Property Fund BT Private Selection Corporate Bond Fund BT Private Selection Enhanced Cash Fund Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac Mortgage Investment Fund Westpac New Zealand Limited Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust *Investments with Westpac New Zealand Limited include bank account, negotiable certificates of deposit and floating rate notes As at 31 March 2012 $'000-1, ,340 Period Ended 31 March 2012 $'

55 The Westpac Active Conservative Trust The value of investments held with related parties at balance date were: BT Institutional Alternative Investment Fund BT Institutional Strategy Share Fund BT Private Selection - Property Fund BT Private Selection Enhanced Cash Fund Westpac Australian Equity Trust Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust Westpac New Zealand Limited As at 31 March As at 31 March As at 31 March As at 31 March As at 31 March $'000 $'000 $'000 $'000 $' ,464 2,270 1,493 1, ,044 1, ,550 5,176 5,282 4,969 5, , , ,671 2,433 2,289 1,413 1, ,192 6,761 3,035 4, ,827 3,099 3,359 1,805 2,266 1, , ,800 20,858 22,733 14,233 17,128 The income from investments held with related parties during the period was: Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 BT Institutional Alternative Investment Fund BT Institutional Strategy Share Fund BT Private Selection - Property Fund BT Private Selection Enhanced Cash Fund Westpac Australian Equity Trust Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust Westpac New Zealand Limited (9) (1) 73 (241) 26 (96) (315) (295) (212) (151) (48) (34) (62) (330) (324) (2) ,176 1,302 1,998 (419) (453) * Investments with Westpac New Zealand Limited include bank account, negotiable certificates of deposit and floating rate notes. 54

56 The Westpac Active Moderate Trust The value of investments held with related parties at balance date were: BT Private Selection - Property Fund BT Private Selection Corporate Bond Fund BT Private Selection Enhanced Cash Fund Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac New Zealand Limited Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust The income from investments held with related parties during the period was: BT Private Selection - Property Fund BT Private Selection Corporate Bond Fund BT Private Selection Enhanced Cash Fund Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac New Zealand Limited Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust As at 31 March 2012 $' ,150 Period Ended 31 March 2012 $' (1) * Investments with Westpac New Zealand Limited include bank account, negotiable certificates of deposit and floating rate notes. 55

57 The Westpac Active Balanced Trust The value of investments held with related parties at balance date were: BT Institutional Alternative Investment Fund BT Institutional Strategy Share Fund BT Private Selection - Property Fund BT Private Selection Enhanced Cash Fund Westpac Australian Equity Trust Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust Westpac New Zealand Limited As at 31 March As at 31 March As at 31 March As at 31 March As at 31 March $'000 $'000 $'000 $'000 $' ,782 3,901-14,513 12,809 10,866 14,465 3,124 2,965 3,016 2,590 3, ,754 5,376 6, ,419 9, , ,006 22,062 20,618 17,258 23,270 4, ,802 12,297 7,341 11, ,271 7,067 7,339 6,454 8,874 1, , ,946 59,416 61,685 52,702 74,342 The income from investments held with related parties during the period was: Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 BT Institutional Alternative Investment Fund BT Institutional Strategy Share Fund BT Private Selection - Property Fund BT Private Selection Enhanced Cash Fund Westpac Australian Equity Trust Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust Westpac New Zealand Limited (33) (3) 280 (1,004) 114 (507) 1,073 3,134 (2,773) (2,677) (882) (656) (396) (283) (566) 1,474 4,936 (4,461) (4,786) (21) , ,637 4,087 10,495 (7,817) (7,379) * Investments with Westpac New Zealand Limited include bank account, negotiable certificates of deposit and floating rate notes. 56

58 The Westpac Active Growth Trust The value of investments held with related parties at balance date were: BT Institutional Alternative Investment Fund BT Institutional Strategy Share Fund BT Private Selection - Property Fund BT Private Selection Enhanced Cash Fund Westpac Australian Equity Trust Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust Westpac New Zealand Limited As at 31 March As at 31 March As at 31 March As at 31 March As at 31 March $'000 $'000 $'000 $'000 $' ,834 2,315-10,110 9,392 8,112 10,925 3,502 3,601 3,690 3,069 4, ,641 3,125 4, ,070 1, , ,046 14,456 13,979 11,697 15,537 3, ,924 4,087 1,577 2, ,614 2,297 2,454 2,099 2, ,005 35,992 36,944 31,614 44,194 The income from investments held with related parties during the period was: Year ended 31 Year ended 31 Year ended 31 Year ended 31 Six months ended March 2012 March 2011 March 2010 March March 2008 $'000 $'000 $'000 $'000 $'000 BT Institutional Alternative Investment Fund BT Institutional Strategy Share Fund BT Private Selection - Property Fund BT Private Selection Enhanced Cash Fund Westpac Australian Equity Trust Westpac Wholesale New Zealand Diversified Bond Trust Westpac Wholesale Australasian Diversified Share Trust Westpac Wholesale Multi-Manager International Share Trust Westpac Wholesale Alternative Investment Trust Westpac NZ Bonds 2002 Wholesale Trust Westpac NZ Shares 2002 Wholesale Trust Westpac Wholesale International Fixed Interest Trust Westpac New Zealand Limited (22) (2) 185 (610) 72 (379) 697 2,335 (2,062) (2,050) (1,022) (803) (299) (213) (199) 907 3,367 (2,996) (3,251) (13) ,422 7,131 (6,483) (5,940) * Investments with Westpac New Zealand Limited include bank account, negotiable certificates of deposit and floating rate notes. 57

59 9. Minimum subscription There is no minimum subscription amount that must be raised under this prospectus. 10. Guarantors We do not and none of the Trustee, the Trustee s nominee companies, Westpac NZ, Westpac, any member of the Westpac group of companies, or any other person guarantees the performance of any Trust or the repayment of any capital. 11. Acquisition of business or equity securities No applicable disclosures. 12. Options and Units paid up otherwise than in cash No applicable disclosures. 13. Interested Persons The following persons all have an interest in the Trusts by virtue of the services they provide to the Trusts and the fees they receive. (a) The Trustee The Trustee or its nominated companies shall have vested in it the investments and other property that are subject to the Trusts. The Trustee s entitlement to be reimbursed for expenses and be paid a fee is described in section of this prospectus. The fees payable to the Trustee are limited as described in section of this prospectus. The entitlement to reimbursement of expenses is unlimited. (b) The Manager We are responsible for the day to day administration of the Trusts and their investments, including the maintenance of appropriate Unitholder records, providing you with the information required by statute, recording and reconciling investments, calculating and paying withdrawals and preparing and filing tax returns for the Trusts. The Administration Managers undertake a number of these administration tasks on our behalf. Our fees are detailed in section of this prospectus. Our fees are limited as described in section of this prospectus. We are also entitled to be reimbursed for expenses from the Trusts, including those expenses relating to administration services provided by the Administration Managers, which may include Unit registry, asset registry and investment accounting costs and costs associated with the provision of certain financial information relating to the Trust. Our entitlement to be reimbursed for expenses is unlimited. We have currently elected to pay certain expenses, costs and liabilities from the Management Fee we receive as described in more detail in section (c) Administration Managers The Administration Managers undertake a number of the administration functions of the Trusts, as delegated to them by us. The fees that we may pay to the Administration Managers are limited to the extent set out in section of this prospectus. In the absence of those limitations the fees are unlimited (except in relation to Trustees Executors Limited, in which case fees payable to Trustees Executors Limited are limited to the extent that the services provided to us in relation to certain trusts managed by us, do not exceed an agreed level). 58

60 (d) Westpac NZ and Westpac Westpac NZ and Westpac provide banking services to the Trusts. We pay their normal day to day banking charges and expenses out of the Management Fee we receive. There is no limit on these charges and expenses other than in relation to bank account charges applicable to the Trusts as described in section Westpac NZ may receive fees for marketing and distribution of the Trusts. These fees are not an additional cost you and we bear these out of our own money. The Trusts are marketed and distributed by Westpac NZ. (e) Investment Arrangements The Trusts may invest in Specialist Funds that are Related Funds. In these circumstances, our current policy is: No application fee (if any) is payable to the Related Fund Management fees are either not collected by the Related Fund, or if they are, they are rebated in full to the investing Trust. Similarly, if the trustee of a Related Fund is the Trustee (or a related company of the Trustee), then the trustee fees are only paid at one level, and are either not collected or are rebated to the relevant Trust by the Trustee. Any other fees or expenses (such as performance fees) are not rebated and will affect the value of the Trust. A "spread" between the issue price, and withdrawal amounts, could also exist in funds in which a Trust invests. This will not represent a fee to any party. During the two year period preceding the date of this prospectus (or in the case of the Westpac Active Income Strategies Trust and the Westpac Active Moderate Trust, since the commencement of those Trusts): More than 10% of the assets of the Westpac Active Income Strategies Trust were invested in Related Funds of which we were the issuer, which were the: o BT Private Selection Corporate Bond Fund an investment fund within the BT Private Selection Unit Trust; o Westpac Mortgage Investment Fund; and o BT Private Selection Enhanced Cash Fund an investment fund within the BT Private Selection Unit Trust; and More than 10% of the assets of the Westpac Active Conservative Trust were invested in Related Funds of which we were the issuer, which were the: o Westpac Wholesale International Fixed Interest Trust; o Westpac Wholesale Multi Manager International Share Trust; o Westpac NZ Bonds 2002 Wholesale Trust; o BT Institutional Strategy Share Fund; o Westpac Wholesale New Zealand Diversified Bond Trust; and o BT Private Selection Enhanced Cash Fund an investment fund within the BT Private Selection Unit Trust; and More than 10% of the assets of the Westpac Active Moderate Trust were invested in Related Funds of which we were the issuer, which were the: o Westpac Wholesale International Fixed Interest Trust; o Westpac Wholesale Multi Manager International Share Trust; 59

61 o o o Westpac Wholesale New Zealand Diversified Bond Trust; Westpac Wholesale Australasian Diversified Share Trust; and BT Private Selection Enhanced Cash Fund an investment fund within the BT Private Selection Unit Trust; and More than 10% of the assets of the Westpac Active Balanced Trust were invested in Related Funds of which we were the issuer, which were the: o Westpac Wholesale International Fixed Interest Trust; o Westpac Wholesale Multi Manager International Share Trust; o Westpac NZ Bonds 2002 Wholesale Trust; o BT Institutional Strategy Share Fund; o Westpac Wholesale New Zealand Diversified Bond Trust; and o Westpac Wholesale Australasian Diversified Share Trust; and More than 10% of the assets of the Westpac Active Growth Trust were invested in Related Funds of which we were the issuer, which were the: o Westpac Wholesale Multi Manager International Share Trust; o BT Institutional Strategy Share Fund; o Westpac Wholesale Australasian Diversified Share Trust; and o BT Private Selection Property Fund an investment fund within the BT Private Selection Unit Trust. In addition, the majority of the assets for the Westpac Wholesale International Fixed Interest Trust and the Westpac Wholesale Multi Manager International Share Trust were invested in Related Funds issued by companies related to us, being the International Fixed Interest Multi-Blend Fund issued in Australia by Advance Asset Management Limited and the BT Wholesale Multi-Manager International Share Fund issued in Australia by BT Funds Management Limited respectively. The majority of the assets for the BT Institutional Strategy Share Fund were invested in a Related Fund issued by us, being the Westpac NZ Shares 2002 Wholesale Trust. A portion of the Westpac NZ Bonds 2002 Wholesale Trust and the Westpac Wholesale New Zealand Diversified Bond Trust were also invested in a Related Fund issued by us, being the BT Private Selection Corporate Bond Fund an investment fund within the BT Private Selection Unit Trust. We, the Trustee, the Administration Managers, the Custodian or Promoters of the Trusts (or any associated person of any of them) may have a direct or indirect material interest in a Specialist Fund, or in any contract or arrangement entered into on behalf of or in respect of a Specialist Fund, from time to time. Investors should refer to the current registered prospectus for the Specialist Funds (where prepared) for further details. Investments in Specialist Funds may change from time to time without notice to investors. Details of the Specialist Funds (including Related Funds) that the Trusts invest into can be obtained by visiting and searching for the document entitled Westpac Active Series Investment Managers. Each of the Trusts will invest (directly or indirectly) in securities issued by Westpac, Westpac NZ and other associated persons (in terms of the Securities Act 1978) of Westpac and Westpac NZ. This may include deposits or short term cash facilities with Westpac and Westpac NZ. (f) Directors Our directors and directors of the Administration Managers and the Trustee or the Custodian may from time to time hold Units in the Trusts. 60

62 14. Material Contracts No material contracts have been entered into in respect of the Trusts during the two years preceding the date of this prospectus, other than in the ordinary course of business. 15. Pending Proceedings There are no pending proceedings or arbitrations at the date of this prospectus which may have a material adverse effect on a Trust. 16. Issue Expenses The estimated amount of issue expenses (which consist of legal expenses, prospectus registration fees and other incidental expenses) is $60, Other Terms of Offer and Units Investing Applications will only proceed on the basis of the completion of an application form found at the back of the investment statement or by such other method and form approved by the Trustee. You may complete the application and lodge it, together with a cheque made payable to Guardian Nominees Limited and crossed not transferable, with: - any branch of Westpac NZ, or with a Westpac Financial Adviser for delivery to The Manager, BT Funds Management (NZ) Limited; or - your financial adviser so long as they have been approved by us, for prompt delivery to BT Funds Management (NZ) Limited, or may post to Freepost 802 (no stamp required), BT Funds Management (NZ) Limited, PO Box 695, Wellington, 6140 Telephone All Units are issued, and applications accepted, at our discretion. We reserve the right to decline applications in whole or in part or postpone the processing of an application pending receipt of cleared funds. If an application is declined, the application money received will be refunded without payment of interest. Units will be issued at the appropriate Allocation Price. You should note that the Allocation Price applied to applications will be the price applicable to the time we accept the valid application and receive cleared funds. The Allocation Price may vary from the price applicable on the day of mailing or lodgement of the application form. Where regular investment payments are made, the Allocation Price will be the price applicable on the date each regular payment is received in cleared funds. You should note that receipt by a financial adviser or Westpac NZ is not receipt by us, the Trustee or Guardian Nominees Limited. No application shall be deemed to have been received by us, the Trustee or Guardian Nominees Limited before it has actually been received. 61

63 Statement of holdings We will issue a written statement of holdings to you at six monthly intervals and promptly after there has been a distribution from a Trust. The statement will provide an updated summary of the number of Units held by you. A statement of holdings is also available at any time on request from us. Financial advisers Financial advisers who are not employees of Westpac NZ or Westpac will hold a confirmation of authority issued by us and this is available on request either from the adviser or from us. These financial advisers are therefore, in all respects, acting as your agent and not our agent or agent of the Trustee or Guardian Nominees Limited. Taxation The following is a general statement only relating to our understanding of current New Zealand income tax law as it affects the Trusts and investors. Different tax rules may apply if you are a New Zealand resident who is not an individual or if you are not a New Zealand resident. Taxation legislation, its interpretation and the rate and basis of taxation may change. The application of taxation laws depends on your individual circumstances. We and the Trustee do not take any responsibility for your taxation liabilities. You should seek your own independent professional advice as to your particular tax position. Each Trust is a PIE for tax purposes. No capital gains tax for Trusts on New Zealand and certain Australian equities The Trusts will not be subject to any tax on gains from selling shares in New Zealand companies or unit trusts or Australian companies which are listed on certain approved ASX indices (which currently includes the All Ordinaries Index), and maintain a franking credit account. Trusts taxed on dividends from New Zealand and certain Australian equities The Trusts will be taxed on any dividends received on New Zealand equity interests and Australian companies referred to above. Taxes on dividends may be offset by New Zealand imputation credits or foreign withholding tax credits. Trusts taxed on a 5% deemed return from other international equities The Trusts are subject to the 'Foreign Investment Fund' ("FIF") regime in respect of their international equity interests (which includes international shares and units in overseas unit trusts). Most international equity interests will be subject to the FIF regime, under the 'Fair Dividend Rate' ("FDR") calculation method, although there are certain exceptions (for example, the shares in Australian companies referred to above are not subject to the FIF regime). Under the FIF regime, the Trusts will generally be treated as deriving taxable income equal to 5% of the average daily market value of their FIF international equity interests for each income year. Any dividends received from FIF international equity interests or profits from sales of FIF international equity interests are ignored under this method. No 62

64 tax deduction may be claimed for any losses in respect of a FIF international equity interest under this method. Certain debt-like FIF international equity interests which do not qualify for the FDR method described above will need to be taxed under the Comparative Value method, which essentially requires the Trusts to return income equal to any realised or unrealised gains on the FIF international equity interests in an income year, plus any dividends received in that year. However, a tax deduction may be claimed for any losses on such interests. There are other income calculation methods in respect of FIF international equity interests, although these are unlikely to be available to the Trusts. Trusts taxed on financial arrangements The Trusts will be subject to tax on any gain from their respective financial arrangements. Trusts taxed at Unitholders PIR In respect of each Trust in which you hold units, that Trust will attribute its taxable income for a period to you by reference to the number of Units you hold in that Trust. Each Trust will pay income tax on any taxable income which is attributed to you if you are a natural person (which means in this section, a person in the ordinary sense of the word, as opposed to a trust, company or other entity), a non resident, or a trust (other than a unit trust) and you elect to have the tax on your share of the Trust s taxable income paid by the Trust, ( Tax Paid Unitholder ) at the PIR you notify to us for the Trust. As at the date of this prospectus, the current applicable PIRs are as follows: a 10.5% rate will apply to you if you are a New Zealand tax resident natural person who earned $14,000 or less of taxable income (excluding income from PIEs) and $48,000 or less in total of taxable income (including attributed PIE income after subtracting attributed PIE losses) in either of the last two income years, or if you are a New Zealand tax resident trustee of certain testamentary trusts which elects to apply the 10.5% rate; and a 17.5% rate will apply to you if you are a New Zealand tax resident natural person who does not qualify for the 10.5% rate, but who earned $48,000 or less of taxable income (excluding income from PIEs) and $70,000 or less in total of taxable income (including attributed PIE income after subtracting attributed PIE losses) in either of the last two income years, or if you are a New Zealand tax resident trustee of a trust (but not a unit trust or a charitable trust) which elects to apply the 17.5% rate; and the 28% rate will apply to you if you do not qualify for the 17.5% or 10.5% rate, and you are not a Zero Rated Unitholder (discussed below). Income years generally commence on 1 April in any year and end on 31 March in the following year. When you determine your PIR, you must include non-new Zealand sourced income when calculating your taxable income for a particular income year, even if you were not a New Zealand tax resident when that income was earned. This is especially important for new residents to consider. New residents will be able to elect out of this treatment in some cases (see The Commissioner of Inland Revenue can require a Trust to disregard your notified PIR if the Commissioner considers the rate is incorrect. In such cases, a Trust must apply the rate that the Commissioner considers appropriate. 63

65 If you are a Tax Paid Unitholder you will not be directly entitled to any net losses or excess tax credits of the Trust which are attributable to you. However, the Trust may in certain circumstances be entitled to a refundable tax credit in respect of such losses or excess credits, which it will pass on to you as a Tax Paid Unitholder (either as a cash distribution or by the issue of additional Units). If you are a New Zealand tax resident company (including a unit trust and a group investment fund, other than a designated group investment fund), charity, PIE, PIE Investor Proxy or superannuation fund or trustee of a trust (that has not elected another PIR) and you provide your IRD number to the Trust you will have a PIR of 0% ( Zero Rated Unitholder ). If you are a Zero Rated Unitholder, then you rather than the relevant Trust will have to account for any income tax on income attributed to you, provided that you have notified that Trust you qualify as a Zero Rated Unitholder. As a Zero Rated Unitholder, you will receive the benefit of any losses or excess tax credits of the Trust directly. If you are a Zero Rated Unitholder, you will be subject to tax on any taxable income attributed to you regardless of whether it is actually distributed to you. Trusts (including family trusts but not unit trusts or charitable trusts) may elect to either be Zero Rated Unitholders or Tax Paid Unitholders (in the latter case a Trust will pay tax on their attributed taxable income at the elected PIR). Trustees that elect a PIR that is lower than the highest PIR must return the PIE income/(loss) and pay any applicable tax themselves (with a credit for tax paid by a Trust in respect of the PIE income attributed to the trustee). The result of the above is that a Trust will pay tax on behalf of some Unitholders but not others. To ensure that you bear your appropriate share of tax, the Trusts will adjust either: your Units if you are a Tax Paid Unitholder by: o o redeeming Units when there is tax payable; or issuing additional Units for no consideration when there is a refundable tax credit; or the distribution, redemption, repurchase or transfer of your entitlement if you are a Tax Paid Unitholder (by deducting the amount of tax paid on your behalf). The Trusts currently intend to reflect PIE tax by cancelling for no consideration Units held by you equal in aggregate value to the PIE tax paid by a Trust in respect of you. This cancellation will usually occur after the end of the relevant Trust s income year. However if you redeem, switch, withdraw or transfer Units during the year, then immediately prior to the redemption, switch, withdrawal or transfer, the relevant Trust will cancel Units held by you equal in aggregate value to the PIE tax on the income attributable to those Units. Unitholders failure to advise the correct PIR If you are a Tax Paid Unitholder and supply the correct PIR (other than trustees who elect a PIR that is lower than the highest PIR) you will not have any further personal New Zealand tax liability in respect of taxable income attributed to you from a Trust (as any tax on that taxable income is payable by the Trust itself). If you do not provide your PIR and IRD number, then tax will be deducted at the highest PIR (currently 28%). 64

66 If you notify a lower PIR than your applicable rate, or do not advise a change to a higher rate, you may be obliged to pay any tax shortfall at your income tax rate (plus any interest and penalties) and may be required to file a tax return. If you have notified a higher PIR than the one you are entitled to, any excess tax paid on income attributed to you cannot be claimed back as PIE tax is a final tax for Tax Paid Unitholders. Joint investors are currently treated as a single Unitholder with a PIR equal to the highest PIR of the joint investors. If you are a joint investor then you and the other joint investor(s) must notify us of your PIRs and IRD numbers, or tax will be deducted at the highest PIR (currently 28%). You must inform us if your PIR subsequently changes (except where a change is due to a change in the statutory tax rate rather than a change in your income). Unitholders not taxed on direct redemptions No income tax should be payable on the gains made on the direct redemption of Units by a Trust. Tax for traders on their sales You should not be subject to tax on any gain made from the transfer of Units or the repurchase of Units by us, provided that: you do not carry on a business of dealing in such securities or in respect of which the sale of such securities is an ordinary incident; the Units were not acquired for the dominant purpose of resale; and the gains on the sale of Units have not been derived from an undertaking or scheme entered into or devised for the purpose of making a profit. In other cases you may be subject to tax on any gain made from the transfer of Units or the repurchase of Units by us (and may be entitled to a deduction for any loss) unless either: you are a PIE or are exempt from tax (such as a charity); or the transfer is effected by cancelling your Units and issuing new Units to the transferee (which is how the Trusts currently intend to effect transfers). No tax on distributions You are not subject to tax on any distributions from a Trust. While a Trust remains a PIE, we may elect to deduct from distributions made to you an amount equal to the tax (if any) paid by the Trust on the net income attributed to you as an alternative to redeeming your Units for no consideration to fund this tax liability (although we do not currently intend to do so). Accordingly, where a Trust is a PIE, Unitholders may receive differing net distributions. Tax related adjustments In this prospectus, wherever there is a reference to the redemption, repurchase, transfer or transmission of Units or to withdrawing Units, this is a reference to such Units that remain after any adjustment to the number of Units at that time to reflect tax paid or payable on income attributed to you under the PIE tax regime. 65

67 Advantages of the Trusts as PIEs As PIEs, the Trusts may provide you as an individual or trustee Unitholder with a benefit over holding assets or investments directly. This is because, as described above, each Trust pays tax on income attributed to you at your notified PIR at a maximum rate of 28%. No further tax will be payable by you on the attributed income provided you have notified the correct PIR (except for trusts which notify a PIR of less than 28%). If you are an individual Unitholder with an income tax rate that is more than 28% and have a PIR of 28% you will therefore pay less tax in respect of your unit holding than you would have paid if you held the equivalent amount of assets or investments directly. A trust with a 33% tax rate may notify a PIR of 28% and may therefore also pay less tax than holding assets or investments directly. The Trusts may also provide a benefit to you as an individual Unitholder if you would be subject to withholding tax on investment income earned directly. Tax is generally not payable on the income earned through the Trusts as PIEs, until the earlier of the time you withdraw some or all of your Units, or on or around the end of the tax year. An earlier tax payment may occur if the Manager considers it necessary or desirable to enable compliance with the PIE tax regime. In certain circumstances, investing in a Trust could result in more tax being paid than would have been paid had you held the assets or investments directly. You should therefore seek individual tax advice to determine whether investing in a Trust is suitable for you. A trustee of a trust (excluding a charitable trust or superannuation fund) may notify a PIR of 28% and save tax, as PIE attributed income does not need to be included in the trust s tax return. This creates a tax saving where income would normally be taxed as trustee income (33%) or as beneficiary income (for beneficiaries on income tax rates higher than 28%). However, more tax could be paid were income to be treated as beneficiary income and the trust s beneficiaries have a lower income tax rate than 28%. If a trustee of a trust elects a PIR lower than 28%, then PIE income will need to be included in the trust s tax return losing the PIE advantages mentioned above. There is unlikely to be a tax saving for other entities, such as companies, investing in a PIE. However, there could be other benefits (such as time value of money) and other disadvantages (such as impact on provisional tax) that should be considered. 18. Financial Statements and Auditor s Report The financial statements for the Trusts for the year ended 31 March 2012 are prepared in compliance with the Unit Trusts Act 1960 and the Financial Reporting Act The full audited financial statements were registered with the Registrar of Companies on 27 August The Auditor s Report on the financial statements for the Trusts was dated 22 August 2012 and did not refer to a fundamental uncertainty and was not qualified in any respect. The Auditor s Report on the summary financial statements is attached at the end of this prospectus. No prospective financial information is shown. 66

68 19. Places of Inspection of Documents Copies of the Trust Deed, the latest Annual Report of the Trusts and financial statements may be inspected during normal business hours by any person who so requests at our offices at Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand without payment of a fee. Copies of the Trust Deed (and any amendments to it) are available from us for a fee, which is currently 20 cents per page. Copies of the above documents excluding the Annual Report, are also filed on a public register at the Companies Office, and may be viewed on our and/or the Trusts file on the Companies Office website. Copies may also be obtained (on payment of the relevant fee) by telephoning the Ministry of Business, Innovation and Employment Business Service Centre on or ing info@companies.govt.nz. 20. Other Material Matters Risks Risk is the likelihood of you not getting all your money back or getting a lower return than you expected. All investments have some level of risk. The main risks to your capital and returns are variations in the market value or returns of the Trust chosen by you. If market conditions have been poor or you invest for a short time and returns are less than the fees and expenses paid, the value of your investment will be affected. If you end your investment in these circumstances, it is reasonably foreseeable that you could get back less than you paid in. Some examples of the risks that may produce this result and that are involved in an investment in the Trusts include: investment risk exposure to a security may be affected by unexpected changes in that security s or sector s business environment. As with all investment decisions, there is a risk that actual performance does not meet expectations. market risk markets are affected by a host of factors including economic, taxation and regulatory conditions, market sentiment, political events, movements in interest rates and currency, and environmental and technology issues. credit risk there is a risk that a borrower or other counterparty defaults. This potentially arises with various securities including fixed interest and mortgage securities or derivatives. liquidity risk for various reasons, some investments made by a Trust may not be easily convertible into cash without loss of capital and/or delay because of either inadequate market depth, large withdrawals or disruptions in the market place. The risk may be increased where a Trust invests through Specialist Funds, as those Specialist Funds may suspend or otherwise restrict their redemptions or investments held by them may otherwise become illiquid. As a result, a Trust may be limited in its ability to meet your withdrawal requests. concentration risk a Trust s assets may be concentrated through the investments made by the Trust in particular Specialist Funds. Such Specialist Funds may be subject to higher credit, default and liquidity risks and their value may be subject to greater market volatility than, for example, a broad portfolio of directly held assets. derivative risk To the extent permitted by the Trust Deed, derivatives may be used by the Trusts. Derivatives are financial instruments and may be used as an alternative to investing in the physical asset or as a risk management tool, by providing a similar exposure to the investment as buying or selling the asset underlying the derivative. The value of derivatives is linked to the value of the 67

69 underlying assets and can be highly volatile. The potential gains and losses from derivative transactions can be substantial. The Specialist Funds in which the Trusts invest may have the ability to use derivatives more extensively than the Trusts themselves. contractor risk - a third party fails to properly provide services to the Trusts. product risk changes may be made to the Trusts from time to time including changing a Trust s aim, strategy, benchmark, investment mixes, ranges and the underlying investment managers, adding to, closing or winding up the Trusts, changing the fees and charges or minimum amounts. PIE related risk - if a Trust fails to satisfy the PIE eligibility criteria (as set out in the Income Tax Act 2007), and that failure is not remedied within the period permitted under that Act, the Trust may lose its PIE status in which case the Trust will be taxed as a unit trust at, as at the date of this prospectus, 28% on its taxable income and any distributions and redemptions may become taxable to you. We have implemented processes to monitor ongoing PIE eligibility compliance for the Trusts, and have a number of powers available to us to proactively manage this risk. You may incur a tax liability as a result of advising the wrong PIR or failing to advise us when their PIR increases (except where an increase is due to a change in the statutory tax rates rather than a change in your income). regulation risk any change in tax or other applicable legislation or regulation could impact on the Trusts returns. operational risk - risks associated with a failure of processes and procedures, fraud, litigation, disruption to business by industrial disputes, systems, failures, pandemics, natural disasters and other unforeseen external events which might affect our business or a Trust and its investments. If the risks eventuate, it is reasonably foreseeable that you may receive less than the amount you invested on withdrawal. You are not liable to pay money to anyone if we or a Trust become insolvent. If we or a Trust are liquidated or wound up, creditors claims will rank ahead of your claims. Your claims and those of all other Unitholders in a Trust will rank equally. Complaints We are a member of the approved dispute resolution scheme operated by the Banking Ombudsman and approved by the Ministry of Consumer Affairs, for the purposes of the Financial Service Providers (Registration and Dispute Resolution) Act Under the terms of this scheme, we have three months to resolve your complaint. If you are not satisfied with our response you may refer the matter to the Banking Ombudsman (at no cost). You can contact the Banking Ombudsman as follows: Physical Address: Level 11, BP House, 20 Customhouse Quay Wellington help@bankomb.org.nz Phone: Fax:

70 Write to: Freepost PO Box 10573, The Terrace, Wellington Deed of Arrangements and Deed of Indemnity The Trustee has entered into a deed of arrangements with us, pursuant to which we and our authorised agents will undertake certain of the day to day administrative functions in relation to all unit trusts established under the Trust Deed that would otherwise have been performed by the Trustee. The Deed of Arrangements is dated 13 March 2009 (as amended on 22 February 2010). Westpac Holdings NZ Limited has entered into a deed of indemnity with the Trustee, indemnifying the Trustee in respect of actions to be performed by us and our authorised agents under the deed of arrangements referred to above. The Deed of Indemnity is dated 13 March Manager s Statement In the opinion of the directors of the Manager, after due enquiry by them: a) the value of each of the Trust s assets relative to its liabilities (including contingent liabilities); and b) the ability of each of the Trusts to pay its debts as they become due in the normal course of business, has not materially and adversely changed during the period between the date of the latest financial statements referred to in this prospectus and the date of registration of this prospectus. 22. Unit trustee s statement The Trustee s statement is attached at the end of this prospectus. 69

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