ANZ Investments Master Trusts - ANZ Bank New Zealand · ANZ Investments Master Trusts (Prospectus – 2 September 2016) Page 3 of 52 Introduction Investments in the unit trusts offered

ANZ Investments Master Trusts

Prospectus (for ANZ New Zealand Fixed Interest Fund, ANZ New Zealand Share Fund, ANZ Balanced Fund, ANZ Property Securities Fund, ANZ Australian Share Fund, ANZ International Share

Fund, ANZ Equity Selection Fund, ANZ International Fixed Interest Fund, and ANZ International Property Fund, collectively marketed as the OneAnswer Investment Funds -

Single-Asset Class)

2 September 2016

ANZ Investments Master Trusts (Prospectus – 2 September 2016)

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Table of contents Table of contents 2

Introduction 3

1. Description of the Unit Trusts 4

2. Manager 5

3. Registrar, custodian, auditors, advisers, and experts 9

4. Independence of unit trustee and any custodians 9

5. Unit trustee 9

6. Description of Unit Trusts and their development 10

7. Unit holder liability 24

8. Summary financial statements 25

9. Minimum subscription 25

10. Guarantors 25

11. Acquisition of business or equity securities 25

12. Options and Units paid up otherwise than in cash 25

13. Interested persons 25

14. Material contracts 30

15. Pending proceedings 30

16. Issue expenses 30

17. Other terms of offer and Units 30

18. Financial statements and auditor’s report 30

19. Places of inspection of documents 31

20. Other material matters 31

21. Manager’s statement 41

22. Unit trustee’s statement 41

Appendix 1: Summary of Financial Statements

Appendix 2: Auditor’s report

Appendix 3: Unit Trustees statement

Appendix 4: Glossary


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Introduction Investments in the unit trusts offered in this Prospectus (the “Funds”) are not deposits in ANZ Bank New Zealand Limited or Australia and New Zealand Banking Group Limited (together “ANZ Group”), nor are they liabilities of ANZ Group. ANZ Group does not stand behind or guarantee ANZ New Zealand Investments Limited.

Investments are subject to investment risk, including possible delays in repayment, and loss of income and principal invested. ANZ Group will not be liable to Unit holders for the capital value or performance of their investments.

Your investment in the Funds is not guaranteed by ANZ New Zealand Investments Limited, ANZ Bank New Zealand Limited, Australia and New Zealand Banking Group Limited or The New Zealand Guardian Trust Company Limited, or any of their directors or any other person.

This Prospectus is intended to be of a general nature, does not take into account your financial situation or goals, and is not a personalised financial adviser service under the Financial Advisers Act 2008. It is recommended you seek advice from an authorised financial adviser which takes into account your individual circumstances before you acquire a financial product. If you wish to consult an authorised financial adviser, please contact us on 0800 736 034 and we will provide you with the contact details for authorised financial advisers in your area.

Where financial advice is referred to in this document, it contemplates advice provided by an appropriately qualified adviser under the Financial Advisers Act 2008.

This Prospectus is dated 2 September 2016 and relates to nine unit trusts that make up the ANZ Investments Master Trusts, described in clause 1 of this Prospectus below.

A signed copy of this Prospectus, together with a copy of the material contracts was delivered to the Registrar of Financial Service Providers in Auckland for registration under section 42 of the Securities Act 1978. This Prospectus will expire on 30 November 2016 unless withdrawn earlier by the directors of the Manager.

The information in this Prospectus is set out as required by Schedule 4 of the Securities Regulations 2009. The clause numbers in this Prospectus correspond with those used in Schedule 4 of those regulations.

For the purposes of clause 6(3) of Schedule 4 to the Financial Markets Conduct Act 2013, ANZ Investments has elected for the Securities Act 1978 to apply to the offer of units in the Funds.

The full name of ANZ Investments is ANZ New Zealand Investments Limited.

Glossary

Certain terms used but not defined in this Prospectus have the meanings given to them in the glossary in Appendix 4 of this Prospectus. The glossary also explains the meaning of certain financial and legal terms which are used in this Prospectus and the current investment statement for the Funds.

General information

The securities which are the subject of this Prospectus have not been approved for trading on a securities market operated by a registered exchange.

This Prospectus offers interests in the Funds. Among other things, it summarises the key terms of the Trust Deed. For further details of the terms of your, the Trustee’s, and our rights and obligations in respect of the offer you should read the Trust Deed.

In this Prospectus:

• the words “you” or “your” refer to you and to other persons who apply for an interest in the Funds;

• the words “ANZ Investments”, “we”, “us” or “our” refer, unless the context requires otherwise, to ANZ New Zealand Investments Limited, who is the manager of the Funds. We provide further detail on ourselves below;

• where we define words in the glossary on page 46, they have the same meaning wherever they are used in the Prospectus; and

• we refer in some places to things that we “generally”, “normally” or “currently” do. This describes our particular practice as at the date of this Prospectus only. We can review and


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change our practices without any notice to you, so long as we comply with the Trust Deed.

The information in this prospectus is correct, and any statements are made, as at the date of this Prospectus. All legislation referred to in this document may be viewed online at www.legislation.govt.nz.

1. Description of the Unit Trusts

(1) The names of the unit trusts offered in this Prospectus are:

Name Date of Establishment

ANZ New Zealand Fixed Interest Fund 1 February 1991

ANZ New Zealand Share Fund 1 February 1991

ANZ Balanced Fund 22 January 1993

ANZ Property Securities Fund 25 October 1994

ANZ Australian Share Fund 26 January 1996

ANZ International Share Fund 8 April 1997

ANZ Equity Selection Fund 1 July 2004

ANZ International Fixed Interest Fund 21 June 2013

ANZ International Property Fund 21 June 2013

each a “Fund” and collectively the “Funds”.

(2) Each Fund was established in Auckland on the date specified in clause 1(1) above.

(3) The Funds commenced activity on the date of establishment specified in clause 1(1) above and will end on the earlier of:

• the date the Manager notifies the Trustee as the termination date, which must be at least 3 months after the date the Manager notifies the Trustee (unless the Trustee agrees otherwise), and

• the date that is 80 years less 2 days from the date of the relevant Fund’s Unit Trust Schedule, shown in clause 1(1) above.

The Manager must tell all the Unit holders of a Fund when that Fund ends. The Trustee must:

• sell that Fund’s assets as soon as reasonably practicable

• pay all that Fund’s liabilities, fees, costs and expenses, and

• distribute the balance amongst the Unit holders of that Fund in proportion to the number of Units they hold in the Fund (subject to any adjustments for tax).

(4) The Units offered in this Prospectus are Units in any and each of the Funds. The Funds are unit trusts under the Unit Trusts Act 1960. Clause 6(1) of this Prospectus describes the documents that govern each Fund. Clause 6(2) of this Prospectus summarises the key terms of the Trust Deed. The Funds are Portfolio Investment Entities (“PIEs”). See the Taxation section in clause 20(2) of this Prospectus for more information.

The assets of each Fund are the exclusive property of that Fund and the liabilities of each Fund are the exclusive liabilities of that Fund. The assets of a particular Fund are not available to meet the liabilities of another Fund.

http://www.legislation.govt.nz/


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The ANZ Australian Share Fund and the ANZ International Share Fund can issue two classes of Units - “A” Units and “B” Units. The Units offered in this Prospectus are “A” Units. As at the date of this Prospectus, the Manager does not offer or issue “B” Units. The terms of the “A” Units are described in this Prospectus. The only difference between the “A” Units and the “B” Units is that the purchase price of the “B” Units is calculated differently. There is only one class of Units in the other Funds.

(5) There is no maximum number or amount of Units which may be issued in any of the Funds.

(6) The method used to calculate the purchase price for a Unit is described in clauses 6(2) and 13(1) of this Prospectus. Units in each Fund are issued at the entry price. As at the date of this Prospectus, each Fund only issues one type of Unit.

The entry price for Units equals:

• the net asset value per Unit on the relevant valuation day

• plus the entry fee per Unit (if any).

The entry fee is described in clause 1(7) of this Prospectus below.

The exit price for Units is the net asset value per Unit on the relevant valuation day.

The net asset value of each Fund will be valued on each business day. Each Fund’s net asset value is determined by adding the market value of all the Fund’s investments together with any income (accrued or payable), and deducting all of the Fund’s liabilities. The market value of the Fund’s investments is calculated in accordance with the Trust Deed.

In certain circumstances (and if the Trustee agrees), the Manager can make special valuations of a Fund. This can happen if there has been a material or adverse financial change of a Fund, for example.

(7) As at the date of this Prospectus, the Manager does not charge an entry fee, exit fee or a switching fee. The Trust Deed permits the Manager to charge those fees however. See the Taxation section in clause 20(2) of this Prospectus for more information about tax and other consequences that may arise on a withdrawal or a switch of Funds.

If charged, any entry fee, switching fee and exit fee is paid by an incoming or outgoing Unit holder on their entry, exit or switch, and not by the relevant Fund.

In addition to the fees referred to above, the Manager is entitled to charge GST or similar tax payable in relation to the fees, if applicable. The Manager may waive part or all of any of these fees. See clause 13(1) of this Prospectus for further information about fees.

(8) There are no opening or closing dates for the offer of Units in the Funds.

2. Manager (1) The manager of each Fund is ANZ New Zealand Investments Limited (“Manager”).

As at the date of this Prospectus, its registered office is Ground Floor, ANZ Centre, 23-29 Albert Street, Auckland 1010, New Zealand.

As at the date of this Prospectus, the directors of the Manager are:

• Ronald Bruce Macintyre of Wellington (Chairman)

• John Robert Body of Auckland

• Stewart Creswell Brentnall of Warrawee, NSW, Australia

• Penelope Jane Ford of Auckland

As at the date of this Prospectus, all the above directors can be contacted c/- the Manager, at the Manager’s address set out above in this clause 2(1).


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Further information in relation to the directors of the Manager is set out below:

• Ronald Bruce Macintyre – Dip. Banking, Dip. Bus Fin

Chief Risk Officer, ANZ, New Zealand

Bruce leads ANZ’s risk management function in New Zealand. This function includes wholesale and retail credit risk, market, operating and compliance risk, as well as lending services, portfolio reporting and provisioning functions.

Bruce has more than 26 years’ of experience in the banking industry, starting out his career with The National Bank. His experience includes managing wholesale banking operational risk and compliance, lending services and credit risk functions.

Bruce is a Senior Fellow of the Financial Services Institute of Australasia and is a member of the Australian Institute of Company Directors.

• John Body – BA (Econ), MBS

Managing Director, ANZ Retail, Business Banking and Wealth, New Zealand

John is responsible for ANZ’s Retail, Business Banking and Wealth business in New Zealand. He also sits on the board of OnePath Life (NZ) Limited. John has extensive experience in the capital markets through senior roles in New Zealand, Australia and Singapore. He has been involved in the funds management industry for over 10 years most recently as the Managing Director of ANZ’s Wealth business in New Zealand.

John is a member of the Australian Institute of Company Directors.

• Stewart Brentnall - BCom (Hons), CA

Chief Investment Officer, ANZ Wealth

Stewart took up the position of Chief Investment Officer in July 2012. (Prior to this he had been Chief Investment Officer for ANZ owned OnePath Australia since February 2010).

Stewart leads the centralised investment office for ANZ’s Wealth Division. The function will deliver an overarching investment strategy, including responsibility for asset allocation, investment themes, investment manager and product selection and monitoring. Investment compliance, risk and analytics processes will also be delivered through a centralised governance framework. Outputs from this function will be delivered to customers across all channels in Australia, New Zealand and Asia.

Prior to joining OnePath Australia, Stewart spent 22 years in the investment management industry, including senior roles at BT Financial Group, Queensland Investment Corporation, Goldman Sachs, and Schroder Investment Management. He has been an analyst and fund manager for Australian and Global Equity portfolios as well as Multi-manager funds. Over his career he has been located in Sydney, Brisbane and London.

Stewart has an honours degree in economics and he is a Chartered Accountant, a member of the Australian Institute of Company Directors and a Fellow of FINSIA.

• Penelope Jane Ford - MA(Fin), BE (Hon Chemical & Process), BSc

General Manager, Commercial & Agri, Auckland & Northland, New Zealand

Penny is responsible for leading the Commercial and Agri relationship teams and supporting customer needs for the Auckland and Northland regions. The Commercial and Agri business provide a broad suite of banking products and relationship services to medium-to-large businesses, farmers and small agri-businesses. Penny has worked for 16 years in the banking industry primarily in New Zealand with some time in Asia and Australia also. Penny has held various roles over this time, principally in financial markets and a shorter amount of time in corporate finance. Penny was a director on the UDC Finance Limited board - a wholly owned subsidiary of ANZ Bank New Zealand Limited - from 2011 to 2013.

Penny is a member of the Australian Institute of Company Directors.


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The directors may change from time to time without notice to Unit holders. A current list of the directors is available online at www.business.govt.nz/companies.

(2) As at the date of this Prospectus, the Manager is ultimately wholly owned by Australia and New Zealand Banking Group Limited, a company incorporated in Australia. Australia and New Zealand Banking Group Limited does not guarantee any investments in the Funds.

(3) As at the date of this Prospectus, in addition to each of the Funds, the Manager is also the manager of the following New Zealand unit trusts:

Private Portfolio Service Unit Trusts (these funds have no investors and are in the process of being wound up):

• Balanced Fund

• Australian Equities Fund

• International Fixed Interest Fund

• Asian Equities Fund

• New Zealand Fixed Interest Fund

• Trans-Tasman Select Equities Fund

• Property Fund

• International Equities Fund

• Aggressive Balanced Fund

• Platinum International Fund

ANZ Wholesale Unit Trusts:

• ANZ Wholesale International Property Securities Fund (ex Aus.)

• ANZ Wholesale International Sovereign Fund

• ANZ Wholesale International Credit Fund

• ANZ Wholesale International Share Fund

• ANZ Wholesale International Share – No. 1 Fund




• ANZ Wholesale Sovereign Bond Fund

• ANZ Wholesale High Grade Bond Fund

• ANZ Wholesale New Zealand Yield Fund

• ANZ Wholesale Property Securities Fund

• ANZ Wholesale Equity Selection Fund

• ANZ Wholesale International Aggregate Bond Fund

• ANZ Wholesale International Property Securities Fund (at date of this prospectus this fund has no assets or investors)

• ANZ Wholesale Australasian Share Fund

• ANZ Wholesale Cash Fund

• ANZ Wholesale Australian Share Fund

• ANZ Wholesale New Zealand Share Fund

• ANZ Wholesale Trans-Tasman Property Securities Fund

The Unit Trusts (marketed as the ANZ Investment Funds and OneAnswer Investment Funds – Multi-Asset Class):

• Conservative Fund

http://www.business.govt.nz/companies


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• Conservative Balanced Fund

• Balanced Fund

• Balanced Growth Fund

• Growth Fund.

The Unit Trusts:

• ANZ Private Global Bond Fund

• ANZ Private Global Equity Fund.

The Manager manages other securities which are not mentioned above because they are not New Zealand unit trusts.

(4) There are no promoters of the Funds.

(5) The Manager is also the administration manager and investment manager of all the Funds. The Manager may appoint specialist asset managers to manage specific assets of the Funds. As at the date of this Prospectus, the Manager has delegated the investment management for the following Funds:

• ANZ Australian Share Fund, which invests in:

• the ANZ Wholesale Australian Share Fund which is managed by Arnhem Investment Management Pty Limited;

• ANZ International Share Fund, which invests in:

o the ANZ Wholesale International Share Fund which in turn invests into the ANZ Wholesale International Share Funds No. 1, No. 2, No. 3 and No. 4 which are managed directly by Franklin Templeton Institutional, MFS Investment Management, LSV Asset Management and Vontobel Asset Management Inc., respectively;

• ANZ Balanced Fund, which may invest in:

o the ANZ Wholesale International Share Fund, which in turn invests into the ANZ Wholesale International Share Funds No. 1, No. 2, No. 3 and No. 4 which are managed directly by Franklin Templeton Institutional, MFS Investment Management, LSV Asset Management and Vontobel Asset Management Inc., respectively;

o the ANZ Wholesale Australian Share Fund which is managed by Arnhem Investment Management Pty Limited;

o the P.A. Private Capital Fund 3 which is managed by Pomona Australia Pty Limited (formerly managed by ING Investment Management), in Sydney

o the ANZ Wholesale International Property Securities Fund (ex Aus.) managed by CBRE Clarion Securities LLC;

o the ANZ Wholesale International Sovereign Fund managed by Vanguard Investments Australia Limited; and

o the ANZ Wholesale International Credit Fund managed by Vanguard Investments Australia Limited;

• ANZ International Property Fund, which invests in:

o the ANZ Wholesale International Property Securities Fund (ex Aus.) managed by CBRE Clarion Securities LLC;

• ANZ International Fixed Interest Fund, which may invest in either, or both, of:

o the ANZ Wholesale International Sovereign Fund managed by Vanguard Investments Australia Limited, and

o the ANZ Wholesale International Credit Fund managed by Vanguard Investments Australia Limited.

These investment managers may change from time to time and new investment managers can be introduced without notice to Unit holders.


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(6 & 7)

Neither the Manager, nor any director of the Manager has during the 5 years preceding the date of this Prospectus been adjudged bankrupt or insolvent, convicted of any crime involving dishonesty, prohibited from acting as a director of a company, or placed in statutory management, voluntary administration, liquidation or receivership.

3. Registrar, custodian, auditors, advisers, and experts

(1) The names of the registrar, custodians and auditor of the Funds are as follows:

Registrar: ANZ New Zealand Investments Limited

Custodian: As at the date of this Prospectus, there are no custodians appointed for the Funds. However the underlying funds in which the Funds invest may have custodians.

Auditor: KPMG is the auditor of the ANZ Investments Master Trusts. At the date of this Prospectus, KPMG is a registered audit firm in terms of section 25 of the Audit Regulation Act 2011. This registration is subject to the standard conditions that apply to audit firm registrations. KPMG have considered and confirmed their independence as auditor, their quality procedures, and the objectivity of the audit partners and audit staff.

(2) Chapman Tripp are the solicitors involved in the preparation of this Prospectus.

(3) There are no experts named in this Prospectus.

4. Independence of unit trustee and any custodians

(1) The New Zealand Guardian Trust Company Limited (the “Trustee”) is independent of the Manager and the investment managers referred to in clause 2(5) of this Prospectus above. As at the date of this Prospectus, there is no custodian appointed for the Funds.

5. Unit trustee (1) The New Zealand Guardian Trust Company Limited is the unit trustee of the Funds (the

“Trustee”). As at the date of this Prospectus, its registered office is Level 14, 191 Queen Street, Auckland 1010.

The Trustee’s address may change from time to time without notice to you. The Trustee’s current address is available online at www.business.govt.nz/companies.

The Trustee has been granted a licence under section 16(1) of the Financial Markets Supervisors Act 2011 to act as a trustee for a term expiring on 16 March 2018. In granting the licence, the Financial Markets Authority (“FMA”) requires that the Trustee certifies in its six-monthly reports to the FMA under section 25 of the Financial Markets Supervisors Act 2011 that:

• it has sufficient financial resources and independence to support and develop its trustee and statutory supervisor business; and

• it holds adequate professional indemnity insurance for its trustee and statutory supervisor business.

Further information about the Trustee’s licence can be obtained from the website of the FMA www.fma.govt.nz, or the website of the Register of Financial Service Providers www.fspr.govt.nz.

As at the date of this Prospectus, the names and addresses of every director of the Trustee are:

• Robin Albert Flannagan (Chair) of Auckland

• James Earl Douglas of Auckland

You can contact the directors of the Trustee at:


http://www.fspr.govt.nz/


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c/- The New Zealand Guardian Trust Company Limited, Level 6, 191 Queen Street, Auckland.

The directors may change from time to time without notice to Unit holders. A current list of the directors is available online at www.business.govt.nz/companies.

(2) The Trustee was incorporated in New Zealand under the Companies Act 1955 on 7 September 1982, and was reregistered in New Zealand under the Companies Act 1993 on 23 April 1997.

(3) As at the date of this Prospectus, the Trustee’s ultimate holding company is Bath Street Capital Limited, a company incorporated in New Zealand.

(4) The Trustee is indemnified out of each Fund for all liabilities it may incur in its capacity as trustee of the Funds. Exceptions exist for liabilities incurred by the Trustee from its wilful default or wilful breach of trust.

(5) The Trustee does not guarantee repayment of the Units of any Fund, or the payment of any earnings on those Units.

6. Description of Unit Trusts and their development

(1) The consolidated Trust Deed is dated 9 June 2005 and is made between the Manager and the Trustee. The Trust Deed was amended by deeds dated 14 September 2005, 22 September 2006, 29 March 2007, 21 September 2007, 1 October 2007, 13 March 2009, 24 April 2009, 1 March 2010, 24 March 2010, 1 April 2010, 8 November 2010, 11 August 2011, 3 October 2012, 5 February 2013, 23 April 2013, 21 June 2013, 20 September 2013 and 13 August 2014 between the Manager and the Trustee (together, the “Trust Deed”).

(2) A summary of the key terms of the Trust Deed and the Unit Trust Schedules is set out below. This information is intended as a general summary only. For detailed information, see the Trust Deed and the Unit Trust Schedules. Clause 19 of this Prospectus describes how to get copies of the Trust Deed and the Unit Trust Schedules.

Applications, Register and Certificates

Prospective Unit holders must apply to the Manager for Units in the relevant Fund(s). The Manager may, accept or refuse, in whole or in part, an application without reason. If an application is accepted, the Manager banks the application money on behalf of the Trustee. All application money is held by the Trustee for investment on behalf of Unit holders. The Manager keeps a Unit Register on behalf of the Trustee that contains details of Unit holders.

If an application is rejected by the Manager, the Unit holder’s application money will be returned to the applicant and does not accrue interest.

Unit holders receive a Unit certificate that sets out the number of Units they hold in the relevant Fund.

The Manager can set minimum investment amounts, both for initial and ongoing investment.

Withdrawals

Withdrawals can only be made on valuation days.

Unit holders must give a written exit request to the Manager, requesting a withdrawal.

The Manager can set minimum withdrawal amounts.

If an exit request is accepted by the Manager, generally the Manager must pay the Unit holder the exit price within 10 business days of the day on which the exit price is calculated.

If the exit request complies with the Trust Deed, the Manager must request the Trustee to redeem the Units. This is subject only to the Manager’s right to defer redemption of the exit price in certain extraordinary circumstances, as summarised below in this clause 6(2).

The Manager may defer withdrawals. Payments to Unit holders may be made by instalments over a period approved by the Trustee if:

• the exit request (or series of exit requests over a period of three months) relates to more than 5% of the Units in the relevant Fund, and

• the Manager and the Trustee agree it is in the general interests of relevant Unit



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holders to do so.

The Manager and the Trustee can suspend or defer withdrawals if:

• there has been a material and adverse change in the position of the Manager and/or the Trustee (financial or otherwise), or

• the Manager and the Trustee determine that, due to material adverse changes, it is in the interests of the relevant Unit holders to do so.

The Manager can also suspend withdrawals if the exit request (or series of exit requests over a period of three months) relates to more than 20% of the Units in the relevant Fund. If this happens, there will be a Unit holder meeting to decide on the appropriate action.

In the circumstances listed above, there is no limit on the period of deferral or suspension.

All withdrawals will be made by way of redemption of Units.

See the Taxation section in clause 20(2) of this Prospectus for an explanation of taxation and other consequences that may arise on withdrawal.

Redemption or nullifying of Units to comply with PIE rules

The Manager can redeem or nullify Units, if the Manager considers it necessary to enable a Fund to maintain its PIE status.

When Units are nullified, application money is refunded to Unit holders with any compensation the Manager considers appropriate.

Switching Funds

A Unit holder may switch from one Fund to another Fund or any other fund in the ANZ Investments Master Trusts (“other ANZI fund”). The Manager can accept or reject a switch request.

The Manager can set minimum switch amounts and a switching fee can be charged.

Switches are based on the exit price of the Units being sold and the switching price of the Units (or units in the other ANZI fund) being purchased. The switching price equals:

• the net asset value of each Unit, or unit in such other ANZI fund, as applicable

• plus any switching fee.

A switch is treated as a withdrawal from one Fund and an application for units in the other Fund or other ANZI fund. The amount of Units “applied” for is the number of units that have, in aggregate, a switching price equal to (or as near as practicably equal to) the aggregate exit price of the Units that are “sold”. The proceeds from the exit price are used to pay the switching price. Any surplus is returned to the Unit holder.

A switch may be delayed for the same reasons a withdrawal may be delayed. These reasons are set out in this clause 6(2) above under the heading Withdrawals.

On switching, adjustments might be made because of tax on income attributed to a Unit holder by the Fund. See the Taxation section in clause 20(2) of this Prospectus for more information.

Transfer of Units

Unit holders can transfer Units by completing a specified form. The Manager must enter details of transfers in the Unit Register. The Unit Register is open for registering transfers on business days. A transferor will remain the Unit holder until the transfer is registered in the Unit Register.

The Manager can refuse to register transfers for periods of up to 30 business days in each year (or longer, if the Trustee agrees).

The Manager can refuse to register any transfer:

• which does not comply with law

• if the Unit holder hasn’t paid all taxes, fees and charges associated with transfer

• where the Manager reasonably considers it necessary to prevent a Fund ceasing to be a PIE, or having its PIE status threatened, or


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• if the transferee has not provided the Manager with its IRD number and prescribed investor rate (“PIR”).

A transfer is treated as a withdrawal for PIE tax purposes for the selling Unit holder and a purchase for the buying Unit holder. On a transfer, adjustments might be made because of tax on income a Fund attributes to a Unit holder. See the Taxation section in clause 20(2) of this Prospectus for more information.

Manager

The Manager is responsible for the day to day management and administration of each Fund, including:

• all investment decisions (such as buying assets or exercising voting rights)

• valuing the Fund

• calculating the relevant entry and exit prices

• processing transactions (such as issuing, redeeming or transferring Units)

• regularly reporting to the Trustee

• borrowing decisions (summarised in Borrowing powers on page 13), and

• appointing outside advisers.

The Manager must ensure that the business of each Fund is carried on in a proper and efficient manner. It must give the Trustee or auditor information related to the Funds.

The Manager may delegate its powers, authorities and discretions in respect of any Fund.

The Manager may retire by giving the Trustee 90 days’ prior notice. A retirement will not take effect until a new Manager is appointed. In addition, the Trustee can appoint a temporary Manager.

The Manager may be removed from office by:

• the High Court on the application of the Trustee, any Unit holder or the Minister of Justice

• the Trustee on the liquidation, receivership or winding up of the Manager or if the Trustee certifies that it is in the interest of Unit holders, or

• the Unit holders by a resolution known as a ‘Section 18 Resolution’ under the Trust Deed.

Unit holders can appoint a new Manager by a ‘Section 18 Resolution’. See Meeting of Unit Holders section on page 14 for information on what a ‘Section 18 Resolution’ is.

Trustee

The Trustee holds the assets of the Funds through a nominee company (Premier Nominees Limited) and any other custodian the Trustee appoints from time to time.

The Trustee may retire by giving 90 days’ notice to the Manager. A retirement will not take effect until a new trustee is appointed. The Manager cannot unilaterally remove the Trustee. However, the Trustee can be removed by the High Court on the application of the Minister of Justice or the Manager.

The Manager can appoint a new trustee, but if the Manager doesn’t do so the Unit holders can appoint a new trustee by Extraordinary Resolution.

Under the Financial Markets Supervisors Act 2011, the Trustee must hold a licence relating to the Units issued by each Fund. The FMA can remove a trustee’s licence. See clause 5(1) of this Prospectus for a brief description of the Trustee’s licence. If the Trustee loses its licence, a replacement trustee will be appointed in accordance with the Financial Markets Supervisors Act 2011.

The Trust Deed sets out the responsibilities of the Trustee. In particular, the Trustee undertakes to:

• exercise due diligence in carrying out its functions

• ensure title documents are held in safe custody


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• maintain each Fund and each Fund’s property separate from any other property held by the Trustee, and

• duly perform its statutory duties.

In addition, under Regulation 43A of the Securities Regulations 2009, the Trustee must exercise reasonable diligence to ascertain whether the Trust Deed, this Prospectus or the investment statement has been breached. If a breach has occurred, the Trustee must do all things within its power to have that breach remedied (unless satisfied the breach won’t materially prejudice Unit holders).

The Trustee and directors of the Trustee accept no responsibility for any statement made in this Prospectus other than the Trustee’s statement referred to in clause 22 of this Prospectus.

Financial statements and auditor

The Trustee and the Manager must account to Unit holders for all money received and spent having regard to their respective functions. The financial statements of each Fund must be audited at the end of each financial year and sent to Unit holders.

The Funds’ auditor is selected by the Manager and approved by the Trustee. The auditor may retire by giving 30 days’ written notice to the Manager. The Manager may remove the auditor at any time:

• with the Trustee’s approval, or

• on the instructions of the Trustee, if the Trustee believes that removal is in the best interests of the Funds and/or the Unit holders.

The Manager can appoint a replacement auditor with the Trustee’s approval.

Borrowing powers

The Trustee can borrow money and enter into agreements and securities over a Fund’s assets as are necessary for the purposes of the Fund. The Manager can direct the Trustee to borrow money.

The Manager cannot request the Trustee to borrow money if the amount to be borrowed, when added to existing borrowings, exceeds 25% of the aggregate of the gross asset value of the relevant Fund and the net amount proposed to be borrowed.

In addition, the Trustee is not obliged to borrow any money if the projected income of the relevant Fund is less than twice the expected interest cost for the same period.

As at the date of this Prospectus, the Manager does not intend to direct the Trustee to borrow money for any of the Funds, other than short-term settlement-related overdrafts.

Unit holders are not liable in any way for borrowings made by the relevant Fund beyond the value of their Unit holding in the relevant Fund.

Costs and expenses incurred by Manager and/or Trustee

In addition to the fees described in clause 13 of this Prospectus, the Manager and the Trustee are entitled to be reimbursed from each Fund for costs they incur performing their duties (plus any applicable GST) including:

• costs incurred with the purchase of any assets for the Fund

• fees and expenses of the auditor

• taxes and duties paid

• interest and other costs associated with borrowing

• costs of meetings

• costs of third parties engaged by the Manager or the Trustee

• costs of preparing, printing and delivering documents required by the Trust Deed

• costs incurred in running the Unit Register, and

• any other expenses they reasonably incur (or any delegate of the Manager incurs) in carrying out their duties under the Trust Deed.


Page 14 of 52

See clause 13 of this Prospectus for further information about expenses.

Meetings of Unit holders

The Manager must call a meeting of Unit holders of a Fund upon:

• the Trustee making a written request for a Unit holders’ meeting

• one tenth of the Unit holders of that Fund asking for a Unit holders’ meeting, or

• a Unit holder(s) of that Fund having at least one tenth of the issued Units in that Fund (at the date of the request) asking for a Unit holders’ meeting.

The Manager may also convene a meeting of Unit holders.

Before convening a meeting of Unit holders, the Manager must give at least 14 days’ notice of the meeting to the Unit holders and the Trustee. The notice must state the place, day and time of the meeting and the general nature of the business to be considered.

The quorum for a meeting is relevant Unit holders holding at least 10% of the issued Units (present in person or by proxy, attorney or authorised representative).

Resolutions are determined by a show of hands unless a poll is demanded. If a poll is held, Unit holders have one vote for each relevant Unit held.

Unit holders have a number of powers exercisable by Extraordinary Resolution, including:

• to approve or permit the exchange of Units for, or the conversion of Units into, shares, stock, debentures, debenture stock or other obligations or securities of any company formed or to be formed

• to approve or permit any alteration, release, modification, waiver, variation or compromise or any arrangement in respect of the rights of the Unit holders however arising

• to assent to any alteration, modification of, variation, or addition to the provisions contained in the Trust Deed or any supplemental deed

• to give any approval or permission, assent, release or waiver of any breach or default by the Manager or the Trustee under the Trust Deed

• subject to the Unit Trusts Act 1960, to discharge, release or exonerate the Manager or the Trustee from all liability in respect of any act of commission or omission for which the Manager or the Trustee has or may become responsible under the Trust Deed

• to appoint a new trustee if a vacancy arises and the Manager doesn’t appoint a new trustee under the Trust Deed

• to appoint a new manager if a vacancy arises and the Trustee doesn’t appoint a new manager under the Trust Deed.

Unit holders have the following powers exercisable by a resolution known as a ‘Section 18 Resolution’ under the Trust Deed:

• to give directions to the Trustee concerning the Fund as they think proper. Such directions must be consistent with the Trust Deed and the Unit Trusts Act 1960

• to direct the removal of the Manager.

Amendments to Trust Deed

The Trustee and the Manager can make any amendment to the Trust Deed in any of the following circumstances:

• in the opinion of the Trustee, the change is made to correct an error or is of a formal or technical nature

• in the opinion of the Trustee, the change is necessary or desirable for the more convenient economical or advantageous working, management or administration of a Fund

• the change is unlikely to prejudice Unit holders, or

• the change is authorised by an Extraordinary Resolution of relevant Unit holders.


Page 15 of 52

The Trustee and the Manager can amend the definition of “Authorised Investments” (summarised in this clause 6(2) below) in the Unit Trust Schedules if, after they have notified Unit holders of the proposed amendment, less than 10% of relevant Unit holders notify the Trustee and the Manager that they disagree with the proposed amendment.

No amendment will be made if relevant Unit holders that hold 10% or more of total number of issued Units disagree with a proposed amendment. In this situation, the Manager must immediately call a Unit holders’ meeting to consider the amendment.

Authorised Investments

Each Fund may only invest (directly or indirectly) in Authorised Investments, as described in its Unit Trust Schedule.

The ANZ New Zealand Fixed Interest Fund, ANZ Equity Selection Fund, ANZ New Zealand Share Fund, ANZ Balanced Fund, ANZ Australian Share Fund and ANZ International Share Fund may invest in:

• deposits with or loans to any person

• debentures, bonds, notes, debt securities or similar obligations issued by any person

• bills of exchange or promissory notes made, drawn or accepted by any person

• units, sub-units or other interests in unit trust schemes, group investment funds or similar undertakings or schemes

• stocks, bonds, mortgages or securities of, or deposits with, any government, public, municipal or local body or authority

• share securities or like interests in any company, partnership or other person

• any futures contract, foreign exchange contract or arrangement for hedging or reducing any market movement risk or other financial risk, and

• rights or options to acquire or to take up any of the above.

In addition, the ANZ New Zealand Fixed Interest Fund, ANZ New Zealand Share Fund and ANZ Balanced Fund may invest in mortgages of real property. The ANZ Balanced Fund may also invest in any interest in land. The ANZ Equity Selection Fund may also invest in swaps, options, derivative contracts for replicating market positions, or enhancing returns.

The ANZ International Fixed Interest and ANZ International Property Fund may invest in:


• debentures, bonds, notes, mortgages, debt securities, hybrid securities or similar obligations issued by any person

• bills of exchange or promissory notes made, drawn or accepted by any person

• units, sub-units or other interests in unit trust schemes, group investment funds or similar undertakings or schemes

• stocks, bonds, mortgages or securities of, or deposits with any government, public, municipal or local body or authority

• share securities or like interests in any company, partnership, syndicate, joint venture or other person

• futures, swaps, options, forwards, foreign exchange transactions, derivative or synthetic contracts or other arrangements for the purpose of replicating market positions, enhancing returns, hedging or reducing any market movement risks or other financial risks or which have the financial effect of any of the foregoing or any combination of the foregoing

• any interest of any nature in any real or personal property of any nature whatsoever

• rights or options to acquire or to take up any of the above, and

• investments of any kind approved for the time being by the Trustee.

The ANZ Property Securities Fund may invest in:



Page 16 of 52

• debt securities issued by any person

• stocks, bonds, mortgages or securities of, or deposits with, any government, public, municipal or local body or authority

• shares, units or other interests in any company, unit trust or other person whose principal business is the development of, or investment in, real estate and which is listed (or has announced an intention to list) on the New Zealand Stock Exchange and/or the Australian Stock Exchange

• futures contracts, foreign exchange contracts and options, interest rate and currency swap contracts or options entered into for the purpose of hedging other transactions permitted by the Trust Deed

• any right or option to acquire or to take up any of the above, and

• units in unit trusts.

(3) Other than the investment objective of each Fund set out in clause 6(5) of this Prospectus, and the Authorised Investments of each Fund set out in clause 6(2) of this Prospectus, there are no restrictions on investment of the funds of each Fund.

(4) During the 5 years preceding the date of this Prospectus, each Fund (except the ANZ International Fixed Interest Fund and the ANZ International Property Fund) has invested in varying degrees in the asset classes described in clause 6(5) below, and in accordance with that Fund’s investment policy, as described in clause 6(5) below.

The ANZ International Fixed Interest Fund and the ANZ International Property Fund commenced investment activity on 20 September 2013. Since that date, each of the ANZ International Fixed Interest Fund and the ANZ International Property Fund assets have been invested in varying degrees in the asset classes described in clause 6(5) below, and in accordance with that Fund’s investment policy, as described in clause 6(5) below.

The Enhanced Yield Fund, which was formerly offered, ceased trading during September 2013.

(5) The investment objectives and policies for each Fund are set out below together with a description of each Fund and its benchmark asset class mix, as well as the permissible ranges or aggregate permissible ranges. It is important that you also read the Risks section on page 35.

The benchmarks represent the asset class mix used as a starting point for deciding how much a Fund invests in each asset class. The actual asset class mix will vary from the benchmark. The Manager might vary the asset class mix of a Fund to manage risk, increase potential investment performance, or manage cash flow. Market movements will also change the value of assets and therefore the asset class mix. The aggregate permissible ranges state how far from the benchmark the actual asset class mix of a Fund can be. Changes from each benchmark allocation may potentially be significant in certain market conditions but are restricted by the ranges shown.

The benchmarks and the ranges of the Funds may vary from time to time as agreed between the Trustee and the Manager. Unit holders may request a copy of the benchmarks, ranges and the actual asset class mix of each of the Funds at any time by calling ANZ Investments Customer Services on 09 356 4000 or 0800 736 034, or emailing [email protected].

mailto:[email protected]


Page 17 of 52

ANZ New Zealand Fixed Interest Fund

Objectives

The objectives of the ANZ New Zealand Fixed Interest Fund are to:

• Outperform the S&P/NZX NZ Government Bond Index

• Generate a steady income return

• Preserve investment capital.

Description

The ANZ New Zealand Fixed Interest Fund invests mainly in three actively managed portfolios of New Zealand fixed interest assets. It may also invest in fixed interest assets issued in New Zealand by international companies, international fixed interest assets (fully hedged back to the New Zealand dollar) and cash assets.

Benchmark asset class mix and ranges

Asset Class Underlying funds Benchmark (%) Range (%)

Fixed interest assets (New Zealand)

ANZ Wholesale High Grade Bond Fund

ANZ Wholesale Sovereign Bond Fund

ANZ Wholesale New Zealand Yield Fund

50%

40%

10%

0-60

40-100

0-10

Cash assets ANZ Wholesale Cash Fund

0 0-15

ANZ New Zealand Share Fund

Objectives

The objectives of the ANZ New Zealand Share Fund are to:

• Outperform the S&P/NZX50 Total Return Index (with imputation credits re-invested)

• Maximise capital growth

• Maximise the level of security relative to other share market type investments.

Description

The ANZ New Zealand Share Fund invests mainly in an actively managed portfolio of New Zealand share assets. It may also invest in cash assets.



Share assets (New Zealand)

ANZ Wholesale New Zealand Share Fund

100 90-100


0 0-10


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ANZ Balanced Fund

Objectives The objectives of the ANZ Balanced Fund are to:


• Maintain a level of security through diversification across several investment markets

• Achieve investment performance ahead of inflation over the long term

• Achieve investment performance that reflects the level of risk applicable to the Balanced Fund’s underlying asset classes.

Share and listed property assets are likely to experience larger movements in value when compared to cash and fixed interest assets. However, they are also expected to achieve higher investment performance over the long term.

Description

The ANZ Balanced Fund invests mainly in share and listed property assets, with some exposure to cash and fixed interest assets. The Fund may also invest in alternative assets.


Asset Class Sub-Class Benchmark (%)

Range (%)

Cash assets New Zealand 6 0-26

Fixed interest assets New Zealand 9 0-24

International 20 5-35

Sub-Total (cash & fixed interest assets) 35 20-50

Listed property assets Australasian 5 0-20

International 5

Share assets Australasian 16 1-31

International 39 24-54

Alternative assets - 0 0-15

Sub-Total (listed property, share & alternative assets)

65 50-80

As at the date of this Prospectus, the Manager has appointed an external investment manager to manage some of the assets of the ANZ Balanced Fund.

Pomona Australia Pty Limited (“Pomona”) is the manager of the P.A. Private Capital Fund 3. Pomona manages less than 0.5% of the assets of the ANZ Balanced Fund. We do not intend to increase the amount of assets managed by Pomona.

See Currency hedging on page 22 for more information on the Funds’ currency hedging policy.


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ANZ Property Securities Fund

Objectives The objectives of the ANZ Property Securities Fund are to:

• Outperform the S&P/NZX All Real Estate (Industry Group) Gross (with Imputation Credits re-invested) over a rolling three year timeframe


• Generate income (dividends/interest)

• Generate competitive returns ahead of inflation.

Description

The ANZ Property Securities Fund invests mainly in an actively managed portfolio of New Zealand and Australian listed property assets. It may also invest in cash assets.



Listed property assets (Australasian)

ANZ Wholesale Property Securities Fund

ANZ Wholesale Trans-Tasman Property Securities Fund

100 85-100


0 0-15

ANZ Australian Share Fund

Objectives The objectives of the ANZ Australian Share Fund are to:

• Outperform the S&P/ASX200 TR Index (NZ$)



Description

The ANZ Australian Share Fund invests mainly in an actively managed portfolio of Australian listed share assets. It may also invest in cash assets.



Share assets (Australian)

ANZ Wholesale Australian Share Fund

100 90-100


0 0-10

As at the date of this Prospectus, the Manager has appointed an external investment manager to manage some of the assets of the ANZ Wholesale Australian Share Fund:

• Arnhem Investment Management Pty Limited (“Arnhem”) manages share assets for the ANZ Wholesale Australian Share Fund. Arnhem aims to invest in companies with above-average, sustainable earnings growth.


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ANZ International Share Fund

Objectives The objectives of the ANZ International Share Fund are to:

• Outperform the MSCI All Countries World ex Australia Index with net dividends re-invested (converted into NZ$)



Description

The ANZ International Share Fund invests in an underlying Fund (the ANZ Wholesale International Share Fund) which invests, or will invest, in four actively managed portfolios of share assets listed on global share markets. It may also invest in cash assets.

The Manager has selected four underlying share asset managers because they assess assets in different ways. Therefore the share assets they select are typically different to one another. The Manager expects the four actively managed portfolios of share assets to do well over different periods and this should help smooth the performance of the ANZ Wholesale International Share Fund over the long term.



Share assets (International)

ANZ Wholesale International Share Fund

100 90-100


0 0-10

As at the date of this Prospectus, the Manager has appointed external investment managers to manage some of the assets of the ANZ Wholesale International Share Fund:

• The Franklin Equity Group (“Franklin”), a part of Franklin Templeton Investments, manages share assets for the ANZ Wholesale International Share No. 1 Fund. Franklin aims to invest in quality companies with the potential to produce sustainable earnings and cash flow growth.

• MFS Institutional Advisors Inc. (“MFSI”) manages international share assets for the ANZ Wholesale International Share No.2 Fund. MFSI aims to invest in quality companies with sustainable, above-average growth and returns.

• LSV Asset Management (“LSV”) manages international share assets for the ANZ Wholesale International Share No.3 Fund. LSV aims to invest in out-of-favour or undervalued stocks that have the potential for near-term appreciation.

• Vontobel Asset Management Inc (“Vontobel”) manages the assets for the ANZ Wholesale International Share No.4 Fund. Vontobel aims to invest in sensibly priced high quality companies that can grow their earnings faster than the market on a sustainable basis.

See Currency hedging on page 22 for more information on the Funds’ currency hedging policy.


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ANZ Equity Selection Fund

Objectives

The objectives of the ANZ Equity Selection Fund are to:

• Outperform the S&P/NZX50 Total Return Index (with imputation credits re-invested)

• Provide superior medium-term returns.

Description

The ANZ Equity Selection Fund invests mainly in an actively managed portfolio of New Zealand and Australian share assets that are listed or intend to be listed on the New Zealand and/or Australian stock exchanges. It may also invest in cash assets. The Fund will hold cash if sufficient attractive stock opportunities are not available.



Share assets (Australasian)

ANZ Wholesale Equity Selection Fund

100 0-100


0 0-100

ANZ International Fixed Interest Fund

Objectives

The objectives of the ANZ International Fixed Interest Fund are to:

• Outperform the JP Morgan Global Government Bond Index (100% hedged to NZ$)

• Generate capital growth and income for the Fund


Description

The ANZ International Fixed Interest Fund invests mainly in an actively managed portfolio of international fixed interest assets, as well as cash assets.


Asset Class Underlying assets Benchmark (%) Range (%)

Fixed interest assets (International)

ANZ Wholesale International Sovereign Fund

ANZ Wholesale International Credit Fund

100 90-100


0 0-10

As at the date of this Prospectus, an external investment manager, Vanguard Investments Australia Limited (“Vanguard”), manages a global portfolio of fixed interest assets issued by governments for the ANZ Wholesale International Sovereign Fund being a portfolio into which the ANZ International Fixed Interest Fund invests. Vanguard also manages a global portfolio of fixed interest assets, typically issued by companies, for the ANZ Wholesale International Credit Fund being a portfolio into which the ANZ International Fixed Interest Fund can invest.

See Currency hedging on pages 22 for more information on the Funds’ currency hedging policy.


Page 22 of 52

ANZ International Property Fund

Objectives

The objectives of the ANZ International Property Fund are to:

• Outperform the UBS Global Property Total Return Index (ex NZ and Australia) (100% hedged to NZ$) over a rolling three year timeframe

• Generate capital growth and income for the Fund


Description

The ANZ International Property Fund invests mainly in an actively managed portfolio of international listed property assets. It may also invest in cash assets.


Asset Class Underlying assets Benchmark (%) Range (%)

Listed property assets (International)

ANZ Wholesale International Property Securities Fund (ex Aus.)

100 90-100


0 0-10

As at the date of this Prospectus, an external investment manager, CBRE Clarion Securities LLC, manages international listed property assets for the ANZ Wholesale International Property Securities Fund (ex Aus.) into which the ANZ International Property Fund invests. CBRE Clarion seeks to construct a well-diversified portfolio of listed property assets.

See Currency hedging below for more information on the Funds’ currency hedging policy.

General information about the Funds

None of the Funds distribute income.

Information about each Fund’s actual asset class mix is available on the Manager’s website anzinvestments.co.nz.

Funds may gain exposure to the asset classes above:

• directly (by buying the asset), or

• indirectly (by investing in other funds that hold assets, or by entering into derivative contracts).

The various asset classes may be managed by the Manager or by externally appointed managers. Where the Funds indirectly invest by investing in other investment products (including by investing in other funds managed by the Manager), the Funds and their Unit holders will be exposed to the investment management activities implemented by those investment products. For example, those investment products may have greater flexibility regarding the use of derivatives and borrowing than the Funds themselves, and may enter into securities lending, repurchase and other transactions.

A Fund may use derivatives or borrow where the Trust Deed, its Unit Trust Schedule and any current Statement of Investment Policy and Objectives (“SIPO”) or Investment Guidelines or any similar document permits. See the Borrowing Powers section in clause 6(2) of this Prospectus for information about permitted borrowing. Other than having a short-term overdraft facility, as at the date of this Prospectus, the Manager does not intend for the Funds to borrow.

Currency hedging

The Funds have different levels of currency exposure depending on the asset classes they are invested in and the benchmark hedging level which exists. The benchmark hedging level can range from being un-hedged through to fully-hedged depending on the asset class. We


Page 23 of 52

may take the tax status of the underlying investment into account when we set the benchmark hedging level. For some funds and asset classes the hedging is managed passively at the benchmark level, for others the Manager may alter currency hedging levels from time to time where considered appropriate.

International fixed interest assets and international property assets are usually fully hedged back to New Zealand dollars to minimise the effects of currency fluctuations, although actual hedging levels may deviate from this due to cashflow and market movements. Hedging on international equity assets is predominantly actively managed, which means that active decisions are made as to whether to hedge currency exposures and, if so, to what extent. The objectives of active hedging are to manage risk and increase potential returns. A Unit holder may request further details of the hedging strategy by calling ANZ Investments Customer Services on 09 356 4000 or 0800 736 034.

Manager’s directions

The Manager may direct the Trustee to take any action that is required in respect of a Fund’s investments. The Trustee doesn’t have to act on the Manager’s request if doing so would be contrary to the Trust Deed, any law or would not be in the interests of Unit holders.

The Manager and the Trustee can agree guidelines for a Fund’s investments.

The Manager and the Trustee can change the Funds’ objectives and policies from time to time. Each Fund must only invest in investments that are “Authorised Investments” for that Fund. See clause 6(2) of this Prospectus for a summary of the Funds’ Authorised Investments. It is the Trustee’s policy to only agree to an amendment of a significant nature:

• if all Unit holders have been given prior notice of the amendment, and have had the opportunity to withdraw their Units before the amendment becomes effective, or

• if the amendment has been approved by Extraordinary Resolution of Unit holders.

(6) Below is a description of the Funds’ investment performance during each of the five financial years before the date of this Prospectus (including the basis upon which the information has been calculated).

Year ended 31 Mar

2016

Year ended 31 Mar

2015

Year ended 31 Mar

2014

Year ended 31 Mar

2013

Year ended 31 Mar

2012


6.34% 8.61% -1.90% 6.53% 8.30%


14.18% 11.86% 20.23% 25.91% 4.73%

ANZ Balanced Fund

4.12% 15.60% 9.67% 14.93% 5.11%


14.49% 25.33% 6.17% 21.76% 15.87%


-2.17% 6.33% 2.57% 17.06% -11.70%


Page 24 of 52

Year ended 31 Mar

2016

Year ended 31 Mar

2015

Year ended 31 Mar

2014

Year ended 31 Mar

2013

Year ended 31 Mar

2012


6.91% 25.40% 16.49% 13.55% -0.90%


7.13% 9.95% 18.47% 23.61% 1.80%


4.12% 10.57% n/a* n/a n/a


1.67% 28.13% n/a* n/a n/a

* There is no investment performance for these Funds for the financial year ended 31 March 2014 and earlier, as the Funds only commenced investment activity on 20 September 2013.

Investment performance is calculated after fees and before PIE tax. This is represented by the change in Unit price plus any applicable tax credits.

Past investment performance is not indicative of future investment performance. Investment performance can be negative as well as positive. See clause 13(1) of this Prospectus for an explanation of the impact of certain fees and expenses on Fund performance.

(7) Each Fund’s net income is accumulated according to that Fund’s Unit Trust Schedule. The Manager determines whether Unit holders have any entitlement to Fund income. As at the date of this Prospectus, the Funds do not distribute income.

If Unit holders want regular cash flow from their investment, they can set up a standing withdrawal request for a set amount and at a set frequency. See the Taxation section in clause 20(2) of this Prospectus for more information.

(8) No undertakings are given to Unit holders in this Prospectus about return of capital.

Investments made in the Funds do not represent deposits or liabilities of the Trustee, ANZ Investments, ANZ Bank New Zealand Limited or other members of the ANZ Group. 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.

7. Unit holder liability Unit holders do not incur any liabilities (including contingent liabilities) from holding Units in a Fund, other than:

• the liability to pay the entry price, and

• tax liability which a Unit holder may incur personally if the Unit holder:

o is a “zero rated Unit holder”

o is a tax-paying Unit holder and advises the wrong PIR or IRD number, or

o fails to advise the Manager when their PIR increases. See the Taxation section in clause 20(2) of this Prospectus for more information, and

• as described below.


Page 25 of 52

Tax-paying Unit holders will have adjustments made to their Units (by the Manager increasing or decreasing the number of Units they hold) to reflect tax refunded, or payable on their behalf by a Fund and provide an indemnity for tax paid on PIE income attributed to them. This indemnity will only apply if the value of the Unit holder’s Units in a Fund is less than the Fund’s PIE tax liability at the Unit holder’s PIR on income attributed to the Unit holder. See the Taxation section in clause 20(2) of this Prospectus for more information.

8. Summary financial statements See Appendix 1 for the information required to be disclosed under clauses 8(1), (2), (3) and (4) of Schedule 4 of the Securities Regulations 2009.

9. Minimum subscription As at the date of this Prospectus, there is no minimum subscription amount that must be raised under this Prospectus.

10. Guarantors (1) Neither the Trustee, the Manager nor any other person guarantees the payment of any

money payable from the Funds, the performance of the Funds or any particular rate of return.

(2) See clause 10(1) above.

11. Acquisition of business or equity securities (1) See clause 11(2) below.

(2) The Funds have not acquired any business or equity securities at any time in the 2 years preceding the date of this Prospectus that require disclosure under clause 11 of Schedule 4 of the Securities Regulations 2009.

(3 & 4)

See clause 11(2) above.

12. Options and Units paid up otherwise than in cash (1) No options to subscribe for Units have been made or are to be issued.

(2) No Units have been issued for consideration other than cash in the last five years.

13. Interested persons (1) A Fund fee is charged to each Fund per year (calculated as a percentage of the net assets of

a Fund). A Fund fee is made up of the following:

• the management fee

• the trustee fee

• fund expenses, and

• the fees and expenses of any underlying funds the Funds invest in (these are referred to as ‘underlying funds’).

The Fund fee is calculated daily and will reduce a Fund’s unit price. The Manager deducts these fees from the Funds. Unit holders won’t see the charges on their investment account statement.

The Fund fee as at the date of this Prospectus is shown below. The actual fee may vary each


Page 26 of 52

year because expenses vary. Although Unit holders will not pay more than the Fund fee, expenses can be carried forward and recovered in future years. See Fund expenses on page 27 for more information.

Fund Fund fee

(percentage of net assets)

ANZ New Zealand Fixed Interest Fund 0.74%

ANZ New Zealand Share Fund 1.19%

ANZ Balanced Fund 1.30%

ANZ Property Securities Fund 1.19%

ANZ Australian Share Fund 1.29%

ANZ International Share Fund 1.29%

ANZ Equity Selection Fund 1.29%

ANZ International Fixed Interest Fund 0.94%

ANZ International Property Fund 1.34%

Management fee

The Manager charges a management fee for investment management and other functions. The fee is different for each Fund, since some Funds need more management than others.

The Manager can use part of the management fee to pay for the services of specialist asset managers. The fee also covers the cost of investment management by external investment managers for the underlying funds.

The management fee is included in the Fund fee shown above in this clause 13(1).

The annual management fees are shown in the table below.

Fund Management fee

(percentage of net assets)

ANZ New Zealand Fixed Interest Fund 0.55%

ANZ New Zealand Share Fund 1.00%

ANZ Balanced Fund 1.15%

ANZ Property Securities Fund 1.00%

ANZ Australian Share Fund 1.10%

ANZ International Share Fund 1.10%

ANZ Equity Selection Fund 1.10%

ANZ International Fixed Interest Fund 0.75%

ANZ International Property Fund 1.15%

As at the date of this Prospectus, under an agreement between the Financial Services Council and Inland Revenue, GST is currently calculated on only 10% of our management fee for


Page 27 of 52

each Fund. This agreement is currently under review, and therefore the percentage of our management fee subject to GST, may change.

Trustee fee

The Trustee charges a Trustee fee for overseeing the Funds and for holding the Funds’ assets. As at the date of this Prospectus, the Trustee fees are:

• 0.01% of the net assets of the ANZ Balanced Fund

• 0.04% of the net assets of each of the other Funds.

The Trustee fee is included in the Fund fee shown above in this clause 13(1).

As at the date of this Prospectus, GST is charged on 100% of the Trustee fee for each Fund.

Fund expenses

The Manager and the Trustee recover expenses, such as audit costs, postage, and legal fees that the Manager or the Trustee incur on behalf of the Funds. Each Fund is charged up to 0.11% of net assets for its share of these expenses. These expenses are included in the Fund fee shown in this clause 13(1).

The actual expenses vary each year and expenses could be carried forward and recovered in future years. Currently, Unit holders won’t be charged more than 0.11% of net assets for Fund expenses. Investment costs, that is, costs that come about as a direct cost of an investment by a Fund, are not included as an expense. The Manager accounts for these costs when the Manager calculates a Fund’s investment performance.

Fees and expenses of underlying funds

The Funds invest in underlying funds that charge fees and expenses (including administration or other charges). The Manager has estimated these fees and expenses at 0.04% of the net assets of each Fund, and has included this percentage in the Fund fee shown in this clause 13(1).

Where a Fund invests in an underlying fund managed by the Manager, the Manager does not charge a separate management fee for that underlying fund. The Fund will pay only the management fee set out in the table above.

Where the Trustee is also the trustee for an underlying fund that a Fund invests in, the total Trustee fee paid by a Fund and its underlying funds will be the Trustee fee set out above. This is an arrangement with the Trustee and this may change without notice to Unit holders.

Other things to know about charges

The Manager does not currently charge Unit holders a fee to enter, leave or to switch between Funds.

GST, when it applies, is included in the Fund fee shown in this section.

The Manager and the Trustee can change fees from time to time, and can introduce new fees in line with the Trust Deed. The management fee and Trustee fee are subject to caps imposed by the Trust Deed and Unit Trust Schedules for the Funds.

For the management fee, these are 1.6% for the New Zealand Fixed Interest Fund, the New Zealand Share Fund and the Property Securities Fund, 2.0% for the Australian Share Fund, International Property Fund, International Fixed Interest Fund and the International Share Fund, 1.5% for the Balanced Fund and 1.3% for the Equity Selection Fund.

For the trustee fee, these are 0.1% for all Funds other than for the Equity Selection Fund which is 0.06% and the International Property Fund and International Fixed Interest Fund which is 0.6%. All of these fee caps are calculated per annum on the gross assets of the relevant Fund. As at the date of this Prospectus, the maximum fees charged by the Manager and the Trustee are at or below these caps.

The management fee and any other fee payable to the Manager may be increased or waived in whole or in part from time to time, either generally or in relation to a particular Unit holder or group of Unit holders. The Manager needs to give three months’ notice of any increase to Unit holders.

(2) The Funds invest (directly or indirectly) in other funds of which the Manager is the manager and of which the Trustee is the trustee, as described in this clause 13(2) below and as


Page 28 of 52

further described in clause 13(3) of this Prospectus.

The Manager’s related companies will sometimes provide services to a Fund or manage assets for a Fund. For example, a Fund may invest in deposits, or enter foreign exchange contracts, with ANZ. When this happens, any charges and expenses a Fund pays are determined on standard commercial terms.

The Funds invest in underlying funds that charge fees and expenses. Any fees and expenses charged by those underlying funds affect returns to Unit holders. Where that is the case, the relevant Fund will pay only one management fee.

Where the Trustee is the trustee for those underlying funds the relevant Fund will pay only one trustee fee, but this is subject to change without notice to Unit holders (see Fees and expenses of Underlying funds above).

The ANZ Balanced Fund invests, or can invest, into the following ANZ Wholesale unit trusts:



• ANZ Wholesale New Zealand Yield Fund


• ANZ Wholesale International Credit Fund

• ANZ Wholesale Equity Selection Fund

• ANZ Wholesale International Property Securities Fund (ex Aus.)

• ANZ Wholesale Australasian Share Fund

• ANZ Wholesale Australian Share Fund

• ANZ Wholesale International Share Fund

• ANZ Wholesale Cash Fund

• ANZ Wholesale Trans-Tasman Property Securities Fund.

During the five years before the date of this Prospectus, the ANZ Balanced Fund also previously invested in ANZ Wholesale New Zealand Share Fund (until 23 July 2012) and the ANZ Wholesale Property Securities Fund (until 29 May 2012).

The ANZ New Zealand Fixed Interest Fund invests in the following ANZ Wholesale unit trusts:



• ANZ Wholesale New Zealand Yield Fund.

The ANZ Property Securities Fund invests in the ANZ Wholesale Property Securities Fund.

The ANZ Equity Selection Fund invests in the ANZ Wholesale Equity Selection Fund.

The ANZ Australian Share Fund invests in the ANZ Wholesale Australian Share Fund.

The ANZ New Zealand Share Fund invests in the ANZ Wholesale New Zealand Share Fund.

The ANZ International Share Fund invests in the ANZ Wholesale International Share Fund.

The ANZ International Fixed Interest Fund invests, or can invest, in both of the following ANZ Wholesale unit trusts:


• ANZ Wholesale International Credit Fund.

The ANZ International Property Fund invests in the ANZ Wholesale International Property Securities Fund (ex Aus.).

From time to time, the ANZ Wholesale unit trusts described above may also, in turn, hold investments in other wholesale unit trusts of which the Manager is the manager. Where that is the case, the relevant Fund will only pay one management fee.

Where the Trustee is the trustee for those wholesale unit trusts, the relevant Fund will only


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pay one trustee fee.

The Manager believes it is beneficial for the Funds to invest in the ANZ Wholesale unit trusts listed above because it creates efficiencies and the Manager has greater control of the overall cost to the Unit holder.

The ANZ Wholesale Property Securities Fund and the ANZ Wholesale Trans-Tasman Property Securities Fund in which the ANZ Balanced Fund and ANZ Property Securities Fund have invested (as described above), have investments in the following listed funds:

(i) the Vital Healthcare Property Trust which is managed by Vital Healthcare Management Limited. Until 16 January 2012, Vital Healthcare Management Limited was a wholly-owned subsidiary of a related company of the Manager, Medical Properties Holding Company No.1 Limited (formerly known as Argosy Property Management Limited), and

(ii) Argosy Property Limited (formerly the Argosy Property Trust) which until 31 August 2011 was managed by a related company of the Manager, Medical Properties Holding Company No.1 Limited (formerly known as Argosy Property Management Limited).

Management fees and expenses are charged by these listed funds and are not rebated.

Until 31 March 2014, the Manager charged an annual performance fee in respect of the Equity Selection Fund. The Manager no longer charges this fee.

The performance fee was 10% (plus GST) of the aggregate of the following amounts (where such amount was positive):

• the amount by which the actual performance (which was the annualised rate of return calculated per day per Unit on a pre-tax, after-fees basis) exceeded the performance target; and

• the amount by which the actual performance fell below the performance target (such amount being negative).

The cumulative performance fee was accrued and adjusted on a daily basis and paid annually based on the actual performance to 31 March each year.

The performance fee was calculated as stated above, subject to the following:

• The actual performance of the ANZ Equity Selection Fund was calculated as the rate of return per day per Unit on a pre-tax, after-fees basis.

• The performance target was the rate of return per annum on cash (as measured by the ANZ Retail 90-day bank deposit rate) (converted to a rate of return per day), plus 5% per annum (converted to a rate of return per day).

• If the performance fee for the prior year ended 31 March was positive, the performance fee was paid to the Manager and the accrued fee was reset to nil on 1 April.

• If the performance fee (including any negative performance carried forward from previous years) in respect of any year (Year A) was negative, that negative performance was carried forward into the next year (Year B) and deducted from the actual performance in respect of Year B for the purpose of calculating the performance fee for Year B provided that:

• Where the negative performance in Year A included negative performance in respect of the year ending 2 years prior to the end of Year A (Year A -2) that has been carried forward, the negative performance in respect of Year A -2 shall be excluded from the amount carried forward into Year B.

• Where the exclusion of an amount above results in a net positive performance in respect of Year A, the amount carried forward into Year B was nil.

• The first year into which previous negative performance could be carried forward was the year ending 31 March 2011, the carry forward (if any) to take account of performance in the year ending 31 March 2010 only. For the year ending 31 March 2012, the carry forward (if any) took account of performance for the years ending 31 March 2010 and 31 March 2011.

Until 20 September 2014, a Unit holder’s financial adviser may have agreed with that Unit holder that an entry fee of up to 5% on all amounts invested would be charged. If applicable,


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these fees will be deducted from the Unit holder’s investment. The Manager pays these amounts to the Unit holder’s financial adviser.

(3) From time to time during the two years before the date of this Prospectus:

(a) the value of the investments made by each of the ANZ Balanced Fund, the ANZ New Zealand Fixed Interest Fund, the ANZ International Share Fund, the ANZ Property Securities Fund, the ANZ Australian Share Fund, the ANZ New Zealand Share Fund, the ANZ Equity Selection Fund, the ANZ International Property Fund and the ANZ International Fixed Interest Fund into other funds and unit trusts issued by the Manager (which are detailed in clause 13(2) above), have exceeded 10% of the gross asset value of that Fund; and

(b) the ANZ wholesale unit trusts described in clause 13(2) above have, in turn, invested into the ANZ Wholesale Cash Fund. The Manager is also the manager of that fund. More than 10% of the gross asset value of a Fund has or may have been represented by these indirect investments into the ANZ Wholesale Cash Fund; and

(c) the ANZ Wholesale International Share Fund described in clause 13(2) above, in turn, invests into the ANZ Wholesale International Share – No.1 Fund, the ANZ Wholesale International Share – No.2 Fund, the ANZ Wholesale International Share – No.3 Fund, and the ANZ Wholesale International Share – No. 4 Fund. The Manager is the manager of all of these funds. More than 10% of the gross asset value of the ANZ International Share Fund and ANZ Balanced Fund has or may have been represented by those indirect investments in those funds.

(4) See clauses 13(1), (2) and (3) above.

14. Material contracts

There are no material contracts that have been entered into during the two years before the date of this Prospectus (other than those entered into in the ordinary course of business).

15. Pending proceedings There are no legal proceedings or arbitrations that are pending as at the date of this Prospectus that may have a material adverse effect on any Fund.

16. Issue expenses

Issue expenses (including legal, accounting and audit fees) are estimated to be $60,000 (excluding any GST). One ninth of these expenses will be charged to each Fund.

17. Other terms of offer and Units All terms of the offer and all terms of the Funds being offered, are set out in this Prospectus except for those implied by law and those contained in the Trust Deed.

18. Financial statements and auditor’s report

(1) The audited annual financial statements for the Funds for the year ended 31 March 2016 were delivered for registration under the Financial Reporting Act 1993 on 27 July 2016.

(2) The auditor’s report on the audited annual financial statements referred to in clause 18(1) above is dated 25 July 2016. The report dated 25 July 2016 was unqualified and unmodified and did not refer to any fundamental uncertainty.

(3) Not applicable. The audited financial statements are available on the Companies Office website www.companies.govt.nz

(4) A copy of the auditor’s report (required by clause 18(4) of Schedule 4 of the Securities


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Regulations 2009) is attached as Appendix 2 to this Prospectus. KPMG has consented to be named as auditor of the Funds in this Prospectus. KPMG has given its consent to the issue of the Prospectus with its audit report included in the form and context in which it appears. KPMG takes no responsibility for, nor has it authorised the issue of, any part of this Prospectus, except for the auditor’s report. Neither KPMG nor any officer or employee of KPMG is intended to be a director, officer or employee of the Funds.

(5) This Prospectus does not contain prospective financial information.

19. Places of inspection of documents

Copies of the Trust Deed, Unit Trust Schedules, any deeds of amendment to the Trust Deed or Unit Trust Schedules made after the date of this Prospectus, any material contracts, the latest annual report for the Funds, which includes the financial statements for the Funds, and the most recent SIPO may be inspected during normal business hours without payment of any fee at the office of the Manager.

As at the date of this Prospectus, the Manager’s office is located at Ground Floor, ANZ Centre, 23-29 Albert Street, Auckland 1010, New Zealand. The Manager’s address may change from time to time. The current address may be obtained by calling ANZ Investments Customer Services on 09 356 4000 or 0800 736 034.

Alternatively, copies of the documents listed in this clause 19 may be inspected during normal business hours, free of charge, at the Trustee’s office. As at the date of this Prospectus, the Trustee’s registered office is located at Level 14, 191 Queen Street, Auckland. The Trustee’s address may change from time to time. The current address may be obtained by calling the Trustee on 09 909 5100.

Copies of the Trust Deed, the Annual Report (which includes the financial statements (once available)) and any material contracts may also be viewed on the Companies Office website at www.business.govt.nz/companies

• For the Prospectus, search under “Search the register”, Organisation number 424261

• For the Trust Deed, search under “Search Other Registers”, Organisation number 1803124

• For the 2016 Annual Report (which includes the financial statements) search under “Search Other Registers”, Organisation number 1803098.

Copies of these documents may also be obtained (on payment of a fee, if applicable) by telephoning the Ministry of Business, Innovation and Employment Business Service Centre on 0508 266 726 or by emailing [email protected].

20. Other material matters

(1) Total Expense Ratio

The Total Expense Ratio (“TER”) is the ratio of a Fund’s total operating costs to its average net assets. Total operating costs include fees and expenses incurred by the Funds (annual management fees, trustee fees and other expenses) and costs incurred by underlying funds into which the Funds invest.

The TER is calculated on actual expenses incurred for each financial year. The TER is calculated before PIE tax and does not include transaction costs such as brokerage, which may be incurred when investment assets are bought and sold.


mailto:[email protected]


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Total Expense Ratio

Year ended 31 March 16




0.71% 0.93% 1.30%


1.16% 1.30% 1.58%

ANZ Balanced Fund 1.29% 1.48% 1.66%


1.10% 1.27% 1.46%


1.23% 1.38% 1.73%


1.25% 1.36% 1.71%


1.28% 1.41% 1.52%


0.93% 0.96% N/A*


1.34% 1.41% N/A*

* There is no TER for these Funds as the Funds have not completed a full financial year.

Because the TER relates to the previous financial year and due to reductions in some fees, the TERs differ from the Fund fees shown in clause 13(1) of this Prospectus. The TER for the current financial year or any future period is not guaranteed.

(2) Taxation

Tax legislation and rates of tax may be subject to change. Tax consequences can vary depending on your individual circumstances.

The tax comments below are only general comments, and are based on New Zealand tax law as at the date of this Prospectus. The Manager and the Trustee do not accept any responsibility for the impact of tax liabilities on Unit holders.

Unit holders should consult their own independent tax adviser if they are uncertain of their tax position in relation to the Funds and the tax consequences of holding interests in these Funds and/or making a withdrawal.

The Funds are PIEs.

As PIEs, the Funds attribute all of their taxable income (or losses) between their Unit holders, based on the number of Units held by each Unit holder. The Manager then calculates tax payable on such income attributed to each Unit holder at their notified PIR. Tax is then paid and losses dealt with as described below.

In order for the Funds to correctly calculate and pay tax on behalf of their Unit holders, each Unit holder must provide the Manager with their IRD number and applicable PIR at the time of joining the Funds and must tell the Manager when those details change. If Unit holders do not notify the Manager of their correct PIR and IRD number (or have not notified the


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Manager of these details in the past), they will be subject to tax on the income attributed to them by the Funds at the default rate of 28%. The Manager will seek reconfirmation of these details with Unit holders annually. If a Unit holder's previously notified rate has not changed, that Unit holder does not need to reconfirm, as the Manager will continue to tax the Unit holder on the income attributed to them at the rate last notified by the Unit holder.

The PIRs are as follows:

PIRs Who is eligible?

0% A New Zealand tax resident company, unit trust, charity, superannuation scheme , PIE or PIE investor proxy, and New Zealand resident trustee of a trust (trustees, including of superannuation schemes but not including trustees of charitable trusts or unit trusts, may notify a higher rate).

10.5% • A New Zealand tax resident individual who has in either of the two income years before the current tax year earned*:

(a) $14,000 or less in taxable income (excluding attributed PIE income); and

(b) $48,000 or less in total taxable income and attributed PIE income (after deducting any attributed PIE loss).**

• A New Zealand tax resident trustee of a testamentary trust (excluding a trustee of a unit trust or charity) who notifies this rate.

17.5% • A New Zealand tax resident individual who does not qualify for the 10.5% rate, and who has in either of the two income years before the current tax year earned*:

(a) $48,000 or less in taxable income (excluding attributed PIE income); and

(b) $70,000 or less in total taxable income and attributed PIE income (after deducting any attributed PIE loss).**

• A New Zealand tax resident trustee of a trust (excluding a trustee of a unit trust or charity) who notifies this rate.

28% • A New Zealand tax resident individual who does not qualify for the 10.5% or 17.5% rates.

• A non-New Zealand tax resident***

• When a Unit holder does not provide their PIR and IRD number, then this is the default rate.

• A New Zealand tax resident trustee of a trust (excluding a trustee of a unit trust or charity) who notifies this rate.

Inland Revenue advised rate

• The New Zealand Inland Revenue may notify the Manager to disregard a Unit holder’s notified rate and instead apply a different rate.

* Worldwide income must generally be included in “taxable income” when determining a Unit holder’s PIR even if a Unit holder was not a resident in New Zealand when that income was earned, Exceptions apply (for more information see www.ird.govt.nz).

** A Unit holder’s attributed PIE income or loss for an income year is the amount of income or loss attributed to the Unit holder by PIEs (including the Funds) in that income year, as recorded in the tax certificates issued by the PIEs to the Unit holder at the end of each income year.

*** The Funds are not “foreign investment PIEs” and can apply tax to non-New Zealand tax resident Unit holders only at the 28% rate.


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References to an "income year" mean the period commencing 1 April of a given year and ending on 31 March of the following year, however an "income year" can start and end on alternative dates if Inland Revenue consents. A "tax year" always commences on 1 April of a given year and ends on 31 March of the following year.

Withdrawals

All withdrawals will be made by way of redemption of Units. Unit holders should not be taxed in their own right on amounts received when a Unit holder redeems their Units (including standing redemptions) and distributions (if any) from the Funds. See the Tax-paying Unit holders’ section in this clause 20(2) below, which sets out when PIE tax is payable.

Tax-paying Unit holders

If a Unit holder notifies the Manager of a PIR greater than 0% or defaults to a PIR greater than 0% then that Unit holder is referred to as a “tax-paying Unit holder”.

The Funds' tax liability on PIE income attributed to their tax-paying Unit holders will be recovered by cancelling Units equal to the value of the tax liability. The tax liability will be recovered at the following times:

(i) at the end of the tax year (following 31 March)

(ii) upon a full withdrawal, transfer and/or switch, or

(iii) if at any time, especially on a partial withdrawal (including standing redemptions), partial transfer or partial switch, the value of the remaining Units is, or could potentially become, insufficient to cover the Funds’ accrued tax liability on income attributed to such a Unit holder by the Fund. In these circumstances, the Unit holder will be deemed to have made a full withdrawal and Units will be cancelled on account of the accrued liability. The Manager may consider potential market movements when determining whether the remaining Units are of sufficient value to cover the tax liability.

Where PIE tax losses or excess tax credits arise and a Fund receives a tax refund, the refund will be attributed to tax-paying Unit holders by issuing additional Units.

If the correct PIR has been notified, the tax paid on attributed PIE income of tax-paying Unit holders will be a final tax and no obligation to file a tax return (in respect of this investment) will arise. However, if the investment is made by a trust that has elected a 10.5% rate (where applicable) or 17.5% rate, the trustee will need to file a tax return and further tax may be payable.

Tax-paying Unit holders must advise the Manager if their PIR changes or if they cease to be a New Zealand tax resident. Failure to advise, or notifying a lower rate than that applicable, or failing to advise the Manager of the correct IRD number, will mean the Unit holder is personally liable to pay any resulting tax shortfall (including penalties and interest) and may be required to file a tax return. Where the actual rate applicable is lower than that advised by a Unit holder and tax has already been paid by the Fund, a refund will not be available from Inland Revenue.

If a Unit holder tells the Manager that their PIR has changed during a tax year (for example, because they ceased to be a New Zealand tax resident part way through the tax year), the Unit holder will be treated as having the latest notified PIR for the whole of the tax year unless tax has already been paid or recovered.

A Unit holder’s share of a Fund’s income will be included when determining their:

• student loan repayment obligations

• ability to receive family assistance and student allowances

• child support payment obligations.

Zero-rated Unit holders

Unit holders with a notified PIR of 0% are referred to as “zero-rated Unit holders”. Zero-rated Unit holders must return the attributed PIE income (or loss) in their tax return and pay any resulting tax themselves.

The Manager will not cancel any Units or otherwise adjust the interests of zero-rated Unit holders for PIE tax, as the Funds do not pay tax on the income attributed to such Unit


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holders.

Zero-rated Unit holders will be entitled to claim their share of credits or PIE tax losses directly depending on their circumstances.

Joint Unit holders

Unit holders that invest jointly with another person with the same PIR should tell the Manager which Unit holder to attribute the income to and the applicable PIR. If their PIRs are not the same, the Manager must attribute the income to the Unit holder with the highest PIR. If the Unit holder does not make a selection, the Manager attributes the income to the first named Unit holder at the default rate of 28%.

Calculation of taxable income and loss

The Manager will calculate the taxable income and deductions of the Funds in accordance with the provisions of the Income Tax Act 2007.

(3) Disclosure of other information

The Manager may be required to disclose a Unit holder’s information on request, for example under the provisions of the Tax Administration Act 1994. If the Manager receives a request from certain agencies to release information about a Unit holder, the Manager may not be able to tell that Unit holder that the request has been received. The Manager may also disclose information to the police, certain government agencies or other financial institutions where the Manager reasonably believes that the disclosure will assist in the investigation, detection and/or prevention of fraud or other criminal offences, such as money laundering. The Manager and ANZ Group are subject to anti-money laundering and terrorist financing legislation in force in New Zealand, Australia and other countries.

In addition Unit holders authorise the Manager to:

• get information and ask questions about Unit holders that the Manager considers justified, including asking ANZ Group and credit reference agencies;

• collect, use and disclose information about Unit holders to comply with any laws in New Zealand or overseas applying to the Manager or the accounts, products or services the Manager provides to Unit holders. Unit holders agree to give the Manager that information if the Manager asks Unit holders for it;

• give information about Unit holders to ANZ Group or any government authority in New Zealand or overseas. The Manager can give information about Unit holders to help the Manager comply with laws in New Zealand or overseas or to help the Manager decide what the Manager needs to do to comply with the law in New Zealand or overseas; and

• let Unit holders’ financial advisers (and their practice or staff) have access to their information, including electronic access to information about their investment account (if Unit holders invested in the Funds through a financial adviser).

The Manager takes Unit holders’ privacy very seriously and maintains high security standards. Information Unit holders provide to the Manager will be kept strictly confidential. The agencies that are collecting and securely holding that information are ANZ Investments, the Trustee, ANZ Group, members of their respective groups of companies, and any other entity that provides services related to the Funds. Their address can be found on page 31 of this Prospectus.

Unit holders have a right to see the information about them held by the Manager by emailing [email protected]. Unit holders may also ask that their information be corrected. Unit holders may have to pay a fee to see or correct their information.

For further information about the Manager’s privacy policy and how this applies to Unit holders’ information, see the ‘Privacy’ section of the Manager’s ‘Website Terms of Use’ at anzinvestments.co.nz

(4) Risk to your investment

The Funds are investments. Like any investment, they involve taking some risk. The level of risk will vary depending on the Fund the Unit holder invests in, as each Fund is exposed to different levels of risk. Unit holders need to decide how these risks apply to their personal circumstances. In very general terms:


Page 36 of 52

• if Unit holders are seeking higher returns, they need to be willing to accept more risk

• if Unit holders are seeking lower risk, they need to be willing to accept lower returns.

In this section, the most significant risks that apply to an investment in the Funds are discussed. These (and other) risks may mean that Unit holders get back less from their investment in the Funds than hoped for. It is possible that Unit holders might not receive back the full amount they contributed to the Funds. The Manager has determined which risks are significant by thinking about how likely the unwanted event is and what effect it might have if it happens.

Understanding risk

Understanding and managing risk is the cornerstone of any successful investment philosophy, so it’s very important investors become familiar with the concept of risk. Risk is the chance that an outcome, for example the change in value or income received from an investment, will be different than expected, and includes the chance that what a Unit holder receives back on their investment will be less than they expect and may involve the loss of some or all of the money they have invested.

The Fund(s) which Unit holders choose should reflect their investment objectives, risk profile and investment timeframe. Returns and the value of Unit holders’ investment in the Funds are not guaranteed by any person, and there may be losses or gains on a Unit holder’s initial investment. The value of a Unit holder’s investment can go up and down.

An investment in the Funds involves risks, including those inherent in any investment. This is not an exhaustive list and there may be additional risks that arise.

Before investing it is important to consider which Funds are best suited to the prospective Unit holder’s financial circumstances and investment objectives.

A prospective Unit holder should consider taking professional advice from an authorised financial adviser before making an investment in the Funds.

All investments have a potential return and carry a corresponding level of risk. The risks of investing in a Fund include:

• not achieving the returns a Unit holder expects

• a Unit holder not receiving back all or any of their investment

• a Fund becoming insolvent.

Understanding the risks that apply to each Fund

The Manager believes that the most significant risks for a Unit holder in the Funds will usually fall into the following broad categories:

• asset class risks – risks from the asset class or classes a Fund invests in

• investment management risks – risks that arise because of the way the Funds are managed

• general risks – risks that apply to any investment in the Funds

These broad risk categories, and how the Manager mitigates them, are described below.

Asset class risks

Different asset classes have different risks.

Different asset classes have different levels and types of risk. For example, share and listed property assets are considered to be more risky than cash and fixed interest assets. These characteristics mean that Funds with larger portions invested in share and listed property assets are typically exposed to more risk than those Funds with larger portions invested in cash and fixed interest assets.


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The table below describes the main risks associated with the different asset classes the Funds invest in.

Asset class What are these assets? What are the main risks?

Affected Funds

Cash assets Cash assets are interest-bearing deposits with one or more New Zealand-registered banks (such as term deposits), short-term debt securities, and floating rate notes.

Risks for cash and fixed interest assets are similar and include the risk that the issuer is not able to pay interest or repay principal.

For fixed interest assets and also some cash assets, added risks are that the value of the investment will fall if:

• interest rates in the market increase

• the creditworthiness of the issuer decreases.

Most affected:

• ANZ NZ Fixed Interest Fund

• ANZ International Fixed Interest Fund

Least affected:

• ANZ Balanced Fund

• ANZ Equity Selection Fund

Not materially affected:

• ANZ International Property Fund

• ANZ International Share Fund

• ANZ Property Securities Fund

• ANZ New Zealand Share Fund

• ANZ Australian Share Fund

Fixed interest assets

Fixed interest assets are securities issued by entities such as governments, corporations, local authorities and banks (called issuers). The issuer generally pays a set (or fixed) interest rate for a set period of time.

Share assets

Share assets represent part-ownership of a company or similar entity and include units, shares, or other equity securities. Shareholders share any profits or losses of the relevant entity.

Risks for share and listed property assets are similar, and include the risk that if the company performs poorly:

• share or unit prices may drop below the purchase price or even to zero

• dividends may not be paid

The value of shares is affected by many things including market movements and company-specific issues.

Share and listed property assets are considered to be more risky than cash and fixed interest assets.

Most affected:









Least affected:

• ANZ New Zealand Fixed Interest Fund

Listed property assets

Listed property assets are represented by shares or units in listed property trusts or companies. Those trusts or companies own or invest directly in commercial property, buildings or land (including ports, airports, toll roads, utility networks and retirement villages).


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Asset class What are these assets? What are the main risks?

Affected Funds


Alternative assets

Alternative assets are assets that don’t fit into the four asset classes described above. These can include commodities, hedge funds, and private equity.

Alternative assets have their own risk and expected investment performance characteristics. Some are considered more risky than shares and listed property and some are considered less risky.

Only the ANZ Balanced Fund can invest in alternative assets. As at the date of this Prospectus it has a small investment in alternative assets.

Risks in the ANZ Balanced Fund

The ANZ Balanced Fund is exposed to the risks that apply to the assets classes in which it invests, however these risks are reduced because the Balanced Fund holds:

• more than one type of asset class

• investments in many organisations

• investments in multiple industries and countries.

The ANZ Balanced Fund invests mainly in share and listed property assets, with some exposure to cash and fixed interest assets. It may also invest in alternative assets. For the ANZ Balanced Fund, the most significant asset class risks are those that apply to share and listed property assets.

By investing in the ANZ Balanced Fund, Unit holders’ savings are impacted less if a single asset class performs badly and, in addition, investment losses from one asset class may well be offset by investment gains from another.

The ANZ Balanced Fund is designed to mitigate asset class risks by investing in several asset classes. The Manager tries to mitigate these risks even further by varying the asset class mix for the ANZ Balanced Fund depending on how it believes each asset class is likely to perform (called active asset allocation).

Risks in single-asset-class Funds

The single-asset-class Funds are exposed to specific risks associated with the asset class in which they invest. The single-asset-class Funds do not benefit from diversifying investments across asset classes. Poor performance within the asset class may have a significant effect on the Fund. The Manager mitigates these risks by investing in either:

• a wide range of industries;

• a large number of different companies or issuers; or

• for certain Funds, a range of countries.

Investment management risks

The way the Manager manages the Funds gives rise to some specific risks from active management, currency rate changes, and its use of derivatives.

Active management risk

All of the Funds are actively managed. The aim of active management is to have better investment performance than a particular index or market. Passive management, by contrast, tries to accurately track a particular index or market. Active management risk is the risk that the Funds perform worse than the particular index or market because of poor investment decisions. With active management, the Manager risks:

• choosing investments that underperform the particular index or market

• mistiming market changes.

An active management approach can lead to better investment performance than passive


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management. For example, when the share market has an overall fall, the investment decisions the Manager has made might mean the Funds do not decrease in value or decrease by less.

The Manager seeks to mitigate active management risk by employing investment professionals who have successfully applied a consistent investment strategy over a number of years.

Currency risk

All the Funds, except the ANZ New Zealand Fixed Interest Fund and the ANZ New Zealand Share Fund, are exposed to currency risk. However, the extent of each Fund’s exposure varies.

Currency risk is the risk of changes in currency exchange rates. The Funds face currency risk when they invest in international assets that are denominated in foreign currencies. For example, for Funds with foreign currency exposure:

• if the New Zealand dollar falls in value against a given foreign currency, all else being equal, the New Zealand dollar value of a Fund’s investments will increase.

• if the New Zealand dollar increases in value against a given foreign currency, all else being equal, the New Zealand dollar value of a Fund’s investments will fall.

The Manager seeks to mitigate currency risks for the Funds by hedging currency exposure from foreign fixed interest assets, foreign listed property assets, and for some of the currency exposure from foreign share assets.

The ANZ International Fixed Interest Fund and the ANZ International Property Fund, and (to the extent relevant) the ANZ Property Securities Fund are usually fully hedged back to New Zealand dollars. The ANZ International Share Fund and ANZ Australian Share Fund have the most currency risk of all the Funds and, at times, they’ll be exposed to currency risk on all their international holdings. The Manager seeks to actively manage the currency risk for these Funds and (to the extent relevant) the Balanced Fund and the Equity Selection Fund, by adjusting the level of our currency hedging depending on the Manager’s view of the relative strength (or weakness) of the New Zealand dollar.

See page 17 of this Prospectus for more information on the benchmark asset class mix and the hedging levels.

Risks associated with derivatives

The Funds can invest by entering into derivative contracts. The value of a derivative is usually linked to (that is, derived from) changes in the value of another asset, an index (such as a share market index or a commodity index), an interest rate, or a currency exchange rate.

Specific risks with derivatives are:

• losses because of changes in the value of the underlying assets, indices or rates

• losses if the other party to the derivatives contract fails to meet its contract obligations

• exaggerations in the effect of any increase or decrease in the value of the underlying assets, indices, or rates.

The Manager seeks to mitigate these risks by:

• taking into account the financial strength of any counterparties to derivatives contracts, and

• monitoring to make sure that the Manager is using derivatives in accordance with the SIPO.

General risks

Changes to the Funds

The Manager can make changes to the Funds, provided that those changes are allowed by the Trust Deed. These changes might include changes to a Fund’s:

• SIPO (including the underlying investment funds and underlying investment


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managers for each Fund, as well as the asset class or geographical focus of a Fund)

• fees and expenses

• minimum investment amounts.

The Manager can also add, close, or wind up Funds. These changes may affect the level of risk and returns Unit holders can expect.

Personal liability

There are no circumstances in which Unit holders will be obliged to pay any further money, apart from:

• the amounts disclosed in clause 7 of this Prospectus

• any tax liability in respect of income attributed to the Unit holder over and above the value of the Unit holder’s Units in the Fund

• any tax liability a Unit holder incurs personally as a result of being a “zero-rated investor” or as further described under the Tax risks section below.

In particular, a Unit holder will not be liable to pay money to any person as a result of the insolvency of the Manager or a Fund.

By investing in the Funds, each Unit holder agrees to indemnify the Trustee and the Manager for any shortfall if the balance of their investment is insufficient to meet their attributed tax liability arising from tax payable on their behalf. See the Taxation section in clause 20(2) of this Prospectus for more information.

The Fund(s) can be closed and wound up

The Manager may wind up a Fund (or all of the Funds) if it decides to do so, after giving all required notices. If a Fund is wound up, after the payment of all creditors, costs, and liabilities of the Fund, the Trustee will distribute any remaining money or assets to Unit holders in proportion to the Units they hold in that Fund (subject to any adjustments for tax). Unit holders in a Fund will rank equally (among themselves) if the Fund is wound up.

Other risks

The risks described above are the main risks that apply to an investment in the Funds. There are some other material risks which apply to an investment in the Funds, as set out below:

• In certain circumstances, the Manager can suspend or defer withdrawals from a Fund. For more detail, see clause 6(2) of this Prospectus.

• Operational or systems failure may affect the Funds or financial markets.

• The Trustee or the Manager (as applicable) may, subject to Trust Deed provisions, borrow. This may exaggerate the effect of any increase or decrease in the value of a Fund’s assets and increase the risk of insolvency. As described on page 13, the Manager does not intend to direct the Trustee to borrow money for any of the Funds other than short-term settlement related overdrafts.

• Changes in tax or other legislation may impact the returns received by Unit holders.

• Tax risks, which include the risks described below:

See the Taxation section in clause 20(2) of this Prospectus for details of the risk of a deemed full withdrawal from a Fund where the value of a Unit holder’s remaining Units in that Fund is not regarded as being sufficient to fund the Fund’s tax liability in respect of that Unit holder.

If PIE status is lost for any of the Funds, that Fund will be taxed as a widely held unit trust at 28%, rather than at Unit holders’ notified PIRs. The Fund also will not be able to apply the PIE exemption for any gains made on selling New Zealand or certain Australian shares.

PIEs have restrictions on the percentage of Units any one Unit holder (and associated parties of that Unit holder holding interests of 5% or more) can hold. Generally, no Unit holder, together with such associates, can hold more than 20% of a Fund (although this restriction does not apply to Unit holders who are other PIEs or fall within a narrow class of other specified entities). The


Page 41 of 52

Funds may redeem or nullify certain Units exceeding the permitted threshold so as to ensure PIE status can be maintained. If a Unit holder’s Units are nullified, they will receive a refund of their subscription moneys, but any additional compensation is at the discretion of the Manager.

A Unit holder advising a lower PIR than that applicable, not advising a change to a higher rate, or failing to advise that he or she is no longer a New Zealand tax resident is obliged to pay any tax shortfall, plus any interest and penalties, and may be required to file a tax return. If a Unit holder advises a higher rate than applicable, the excess tax paid cannot be claimed back as PIE tax is a final tax in those circumstances.

See the Taxation section in clause 20(2) of this Prospectus for details of the manner in which joint investors are attributed income to one Unit holder only, which may impact on that Unit holder’s ability to retain a PIR of less than 28%.

(5) Changes to the law

Financial Markets Conduct Act 2013

The Financial Markets Conduct Act 2013 (“FMCA”) is the new law that will govern how financial products are created, promoted and sold. It also sets out the responsibilities of those who offer, deal and trade financial products.

Up until 1 December 2016, we can choose the date on which the Funds opt in to the FMCA regime.

To opt in to the FMCA regime, we will need to, before 1 December 2016:

• be licensed as a fund manager

• replace the Funds’ investment statement with a product disclosure statement

• amend the Trust Deed

• replace the prospectus with disclosures on an online register.

We lodged an application for a fund manager licence with the Financial Markets Authority (FMA) on 21 June 2016. Licences are issued at the discretion of the FMA.

21. Manager’s statement By signing this Prospectus, the directors of the Manager state that, in their opinion, after due enquiry by them, there has not been any material and adverse change in:

(a) the value of any Fund’s assets, relative to its liabilities (including contingent liabilities); or

(b) the ability of any Fund to pay its debts as they become due in the normal course of business;

between 31 March 2016 (being the date of the Funds’ latest financial statements) and the date of this Prospectus.

22. Unit trustee’s statement

The Trustee’s statement, in accordance with clause 22 of Schedule 4 of the Securities Regulations 2009, is set out in Appendix 3 of this Prospectus.

Page 43 of 52

Appendix 1: Summary of Financial Statements

OneAnswer Investment Funds - Single Asset ClassSummary Financial Statements

Summary Income Statement New Zealand Fixed Interest Fund Balanced Fund Property Securities Fund

2016 2015 2014 2013 2012 2016 2015 2014 2013 2012 2016 2015 2014 2013 2012For the years ended 31 March 2016, 2015, 2014, 2013 and 2012$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Investment ActivitiesIncomeDividend and distribution income - - - - - 18 15 16 14 26 - - 2 - - Interest income - 1 - 1 - - 3 - - - 8 9 3 3 2 Net changes in fair value of investment assets and liabilities 625 681 (60) 623 718 2,472 6,765 3,459 3,940 1,401 17,030 22,077 4,951 12,484 8,142 Total investment income 625 682 (60) 624 718 2,490 6,783 3,475 3,954 1,427 17,038 22,086 4,956 12,487 8,144 Less: Total expenses 64 67 93 118 112 625 624 538 409 398 1,324 1,210 1,053 876 743 Net profit/(loss) before tax 561 615 (153) 506 606 1,865 6,159 2,937 3,545 1,029 15,714 20,876 3,903 11,611 7,401 Less: Tax (credit)/expense - - - - - - - - - - - - - - - Net profit/(loss) after tax 561 615 (153) 506 606 1,865 6,159 2,937 3,545 1,029 15,714 20,876 3,903 11,611 7,401 Profit/(loss) for the year attributable to: Unitholders of the fund 561 615 (153) 506 606 1,865 6,159 2,937 3,545 1,029 15,714 20,876 3,903 11,611 7,401 Minority interests - - - - - - - - - - - - - - -

561 615 (153) 506 606 1,865 6,159 2,937 3,545 1,029 15,714 20,876 3,903 11,611 7,401

Summary Statement of Changes in Equity New Zealand Fixed Interest Fund Balanced Fund Property Securities Fund


Net profit/(loss) of the unitholders of the funds 561 615 (153) 506 606 1,865 6,159 2,937 3,545 1,029 15,714 20,876 3,903 11,611 7,401 Net profit/(loss) of the minority interest holders - - - - - - - - - - - - - - - Contributions from unitholders and minority interest holders 3,924 1,979 545 1,024 620 7,792 12,315 9,089 2,503 1,643 24,643 29,037 19,205 13,821 9,877 Withdrawals by unitholders and minority interest holders (2,447) (1,165) (1,789) (1,196) (787) (7,338) (7,037) (3,109) (2,351) (3,578) (23,132) (14,301) (13,149) (12,436) (10,555)Unitholders' funds at the beginning of the year 8,203 6,774 8,171 7,837 7,398 48,636 37,199 28,282 24,585 25,491 113,939 78,327 68,368 55,372 48,649 Unitholders' funds at the end of the year 10,241 8,203 6,774 8,171 7,837 50,955 48,636 37,199 28,282 24,585 131,164 113,939 78,327 68,368 55,372 Attributable to: Unitholders of the fund 10,241 8,203 6,774 8,171 7,837 50,955 48,636 37,199 28,282 24,585 131,164 113,939 78,327 68,368 55,372 Minority interests - - - - - - - - - - - - - - - Unitholders' funds 10,241 8,203 6,774 8,171 7,837 50,955 48,636 37,199 28,282 24,585 131,164 113,939 78,327 68,368 55,372


Summary Income Statement Equity Selection Fund International Share Fund New Zealand Share Fund


Investment ActivitiesIncomeDividend and distribution income - - - - - - - 1 - - - - 1 - - Interest income 2 2 1 1 - 9 10 2 3 3 6 7 1 1 1 Net changes in fair value of investment assets and liabilities 1,173 1,682 2,836 3,098 363 7,663 19,100 4,702 3,353 (150) 12,585 9,148 6,509 6,835 1,308 Total investment income 1,175 1,684 2,837 3,099 363 7,672 19,110 4,705 3,356 (147) 12,591 9,155 6,511 6,836 1,309 Less: Total expenses 230 237 378 217 256 1,602 1,172 694 446 327 1,055 1,130 526 489 475 Net profit/(loss) before tax 945 1,447 2,459 2,882 107 6,070 17,938 4,011 2,910 (474) 11,536 8,025 5,985 6,347 834 Less: Tax (credit)/expense - - - - - - - - - - - - - - - Net profit/(loss) after tax 945 1,447 2,459 2,882 107 6,070 17,938 4,011 2,910 (474) 11,536 8,025 5,985 6,347 834 Profit/(loss) for the year attributable to: Unitholders of the fund 945 1,447 2,459 2,882 107 6,070 17,938 4,011 2,910 (474) 11,536 8,025 5,985 6,347 834 Minority interests - - - - - - - - - - - - - - -

945 1,447 2,459 2,882 107 6,070 17,938 4,011 2,910 (474) 11,536 8,025 5,985 6,347 834

Summary Statement of Changes in Equity Equity Selection Fund International Share Fund New Zealand Share Fund


Net profit/(loss) of the unitholders of the funds 945 1,447 2,459 2,882 107 6,070 17,938 4,011 2,910 (474) 11,536 8,025 5,985 6,347 834 Net profit/(loss) of the minority interest holders - - - - - - - - - - - - - - - Contributions from unitholders and minority interest holders 839 6,011 1,054 411 434 36,494 50,277 26,951 9,524 5,041 17,567 65,850 1,601 701 391 Withdrawals by unitholders and minority interst holders (3,975) (3,010) (3,370) (3,273) (4,627) (17,344) (10,307) (5,524) (2,346) (1,887) (16,632) (20,690) (2,716) (3,051) (2,463)Unitholders' funds at the beginning of the year 19,882 15,434 15,291 15,271 19,357 114,147 56,239 30,801 20,713 18,033 90,018 36,833 31,963 27,966 29,204 Unitholders' funds at the end of the year 17,691 19,882 15,434 15,291 15,271 139,367 114,147 56,239 30,801 20,713 102,489 90,018 36,833 31,963 27,966 Attributable to: Unitholders of the fund 17,691 19,882 15,434 15,291 15,271 139,367 114,147 56,239 30,801 20,713 102,489 90,018 36,833 31,963 27,966 Minority interests - - - - - - - - - - - - - - - Unitholders' funds 17,691 19,882 15,434 15,291 15,271 139,367 114,147 56,239 30,801 20,713 102,489 90,018 36,833 31,963 27,966


Summary Income Statement New Zealand Share Fund Group

Australian Share Fund International Fixed Interest Fund*

International Property Fund*

2012 2016 2015 2014 2013 2012 2016 2015 2014 2016 2015 2014For the years ended 31 March 2016, 2015, 2014, 2013 and 2012$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Investment ActivitiesIncomeDividend and distribution income 2,604 - - 1 - - - - - - - - Interest income 1 2 3 1 1 1 - - - - - - Net changes in fair value of investment assets and liabilities (183) (621) 2,750 1,491 5,893 (4,059) 119 137 5 126 453 8 Total investment income 2,422 (619) 2,753 1,493 5,894 (4,058) 119 137 5 126 453 8 Less: Total expenses 491 447 562 626 594 658 9 1 54 23 1 Net profit/(loss) before tax 1,931 (1,066) 2,191 867 5,300 (4,716) 119 128 4 72 430 7 Less: Tax (credit)/expense - - - - - - 21 - - - - - Net profit/(loss) after tax 1,931 (1,066) 2,191 867 5,300 (4,716) 98 128 4 72 430 7 Profit/(loss) for the year attributable to: Unitholders of the fund 1,309 (1,066) 2,191 867 5,300 (4,716) 98 128 4 72 430 7 Minority interests 622 - - - - - - - - - - -

1,931 (1,066) 2,191 867 5,300 (4,716) 98 128 4 72 430 7 *The financial statements for 2014 are prepared for the period covering 21 June 2013 to 31 March 2014. The funds started trading on 20 September 2013.

Summary Statement of Changes in Equity New Zealand Share Fund Group

Australian Share Fund International Fixed Interest Fund*

International Property Fund*


Net profit/(loss) of the unitholders of the funds 1,309 (1,066) 2,191 867 5,300 (4,716) 98 128 4 72 430 7 Net profit/(loss) of the minority interest holders 622 - - - - - - - - - - - Contributions from unitholders and minority interest holders 737 2,661 7,897 7,771 1,443 2,234 567 2,408 147 1,375 3,749 226 Withdrawals by unitholders and minority interst holders (5,679) (8,633) (8,875) (4,111) (4,795) (3,997) (337) (487) - (599) (624) (21)Unitholders' funds at the beginning of the year 53,554 41,613 40,400 35,873 33,925 40,404 2,200 151 - 3,767 212 - Unitholders' funds at the end of the year 50,543 34,575 41,613 40,400 35,873 33,925 2,528 2,200 151 4,615 3,767 212 Attributable to: Unitholders of the fund 27,848 34,575 41,613 40,400 35,873 33,925 2,528 2,200 151 4,615 3,767 212 Minority interests 22,695 - - - - - - - - - - - Unitholders' funds 50,543 34,575 41,613 40,400 35,873 33,925 2,528 2,200 151 4,615 3,767 212

*The financial statements for 2014 are prepared for the period covering 21 June 2013 to 31 March 2014. The funds started trading on 20 September 2013.


Summary Balance Sheet New Zealand Fixed Interest Fund Balanced Fund Property Securities Fund

2016 2015 2014 2013 2012 2016 2015 2014 2013 2012 2016 2015 2014 2013 2012As at 31 March 2016, 2015, 2014, 2013 and 2012$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total tangible assets 10,340 8,321 6,807 8,268 7,958 51,051 48,991 37,495 28,588 24,834 131,419 114,099 78,486 68,511 55,487 Total assets

10,340 8,321 6,807 8,268 7,958 51,051 48,991 37,495 28,588 24,834 131,419 114,099 78,486 68,511 55,487

Total Liabilities (99) (118) (33) (97) (121) (96) (355) (296) (306) (249) (255) (160) (159) (143) (115)

Total unitholders' funds 10,241 8,203 6,774 8,171 7,837 50,955 48,636 37,199 28,282 24,585 131,164 113,939 78,327 68,368 55,372

Attributable to:

Unitholders of the fund 10,241 8,203 6,774 8,171 7,837 50,955 48,636 37,199 28,282 24,585 131,164 113,939 78,327 68,368 55,372

Minority interests - - - - - - - - - - - - - - -

Unitholders' funds 10,241 8,203 6,774 8,171 7,837 50,955 48,636 37,199 28,282 24,585 131,164 113,939 78,327 68,368 55,372

Summary Statement of Cash Flows New Zealand Fixed Interest Fund Balanced Fund Property Securities Fund


Net cash flows from operating activities (1,473) (813) 1,242 166 169 (452) (5,276) (5,987) (119) 1,905 (1,490) (14,702) (6,097) (1,273) 645

Net cash flows from financing activities 1,477 815 (1,244) (174) (165) 451 5,277 5,982 122 (1,904) 1,509 14,736 6,056 1,395 (688)

Cash and cash equivalents at the beginning of the year 8 6 8 16 12 13 12 17 14 13 126 92 133 11 54

Cash and cash equivalents at the end of the year 12 8 6 8 16 12 13 12 17 14 145 126 92 133 11


Summary Balance Sheet Equity Selection Fund International Share Fund New Zealand Share Fund

2016 2015 2014 2013 2012 2016 2015 2014 2013 2012 2016 2015 2014 2013 2012As at 31 March 2016, 2015, 2014, 2013 and 2012$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total tangible assets 17,729 19,943 15,635 15,316 15,309 139,574 114,480 56,535 30,967 20,946 102,651 90,237 36,946 32,092 28,099 Total assets

17,729 19,943 15,635 15,316 15,309 139,574 114,480 56,535 30,967 20,946 102,651 90,237 36,946 32,092 28,099

Total liabilities (38) (61) (201) (25) (38) (207) (333) (296) (166) (233) (162) (219) (113) (129) (133)Total unitholders' funds

17,691 19,882 15,434 15,291 15,271 139,367 114,147 56,239 30,801 20,713 102,489 90,018 36,833 31,963 27,966

Attributable to:

Unitholders of the fund 17,691 19,882 15,434 15,291 15,271 139,367 114,147 56,239 30,801 20,713 102,489 90,018 36,833 31,963 27,966

Minority interests - - - - - - - - - - - - - - -

Unitholders' funds 17,691 19,882 15,434 15,291 15,271 139,367 114,147 56,239 30,801 20,713 102,489 90,018 36,833 31,963 27,966

Summary Statement of Cash Flows Equity Selection Fund International Share Fund New Zealand Share Fund


Net cash flows from operating activities 3,148 (3,015) 2,275 2,910 4,189 (19,076) (39,959) (21,629) (6,956) (3,229) (545) (45,089) 1,138 2,324 2,086

Net cash flows from financing activities (3,136) 3,003 (2,318) (2,862) (4,193) 19,153 39,975 21,420 7,188 3,144 935 45,161 (1,116) (2,349) (2,073)

Cash and cash equivalents at the beginning of the year 11 23 66 18 22 78 62 271 39 124 100 28 6 31 18

Cash and cash equivalents at the end of the year 23 11 23 66 18 155 78 62 271 39 490 100 28 6 31


Summary Balance Sheet New Zealand Share Fund Group

Australian Share Fund International Fixed Interest Fund *

International Property Fund *

2012 2016 2015 2014 2013 2012 2016 2015 2014 2016 2015 2014As at 31 March 2016, 2015, 2014, 2013 and 2012$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total tangible assets 50,783 34,770 41,791 40,746 36,152 34,336 2,539 2,213 151 4,637 3,777 212 Total assets

50,783 34,770 41,791 40,746 36,152 34,336 2,539 2,213 151 4,637 3,777 212

Total liabilities (240) (195) (178) (346) (279) (411) (11) (13) - (22) (10) - Total unitholders' funds

50,543 34,575 41,613 40,400 35,873 33,925 2,528 2,200 151 4,615 3,767 212

Attributable to:

Unitholders of the fund 27,848 34,575 41,613 40,400 35,873 33,925 2,528 2,200 151 4,615 3,767 212

Minority interests 22,695

-

-

-

-

- - - - - - -

Unitholders' funds 50,543 34,575 41,613 40,400 35,873 33,925 2,528 2,200 151 4,615 3,767 212


Summary Statement of Cash Flows New Zealand Share Fund Group

Australian Share Fund International Fixed Interest Fund *

International Property Fund *


Net cash flows from operating activities 4,957 5,965 997 (3,639) 3,341 1,661 (226) (1,920) (147) (770) (3,121) (205)

Net cash flows from financing activities (4,943) (5,974) (979) 3,662 (3,361) (1,753) 229 1,921 147 775 3,125 205

Cash and cash equivalents at the beginning of the year 30 47 29 6 26 118 1 - - 4 - -

Cash and cash equivalents at the end of the year 44 38 47 29 6 26 4 1 - 9 4 -


OneAnswer Investment Funds - Single Asset Class

Notes to the Financial Statementsfor the years ended 31 March 2016, 2015, 2014, 2013 and 2012

The information contained in the Summary Financial Statements has been taken from the OneAnswer Investment Funds Single-Asset Class' (the 'Funds') full financial statements for the five years to 31 March 2016. The information has been prepared in accordance with the FRS-43 Summary Financial Statements, subject to clause 8(4) of Schedule 4 of the Securities Regulations 2009 (which still remains applicable during the relevant transitional periods of the Financial Markets Conduct Act 2013). The summary financial statements also includes some additional disclosures than those required by FRS-43 Summary Financial Statements.

The presentation currency for the summary financial statements is New Zealand dollars and has been rounded to thousands of dollars ($000).

The summary financial statements also include the consolidated results for the New Zealand Share Fund for the year ended 31 March 2012 and their controlled entities (referred to in the summary financials as the "Group"). The interest of minority unitholders is disclosed in the equity section of the Summary Balance Sheet.

The summary financial statements presented for the New Zealand Share Fund Group are for information purposes only.

The Funds changed their accounting policy with respect to their investments in subsidiaries due to the early adoption of the accounting standard: Investment Entities (Amendments to NZ IFRSs 10, 12 and NZ IAS 27). Under this standard the Funds meet the definition of an investment entity and are no longer required to present consolidated financial statements for the Group. The subsidiaries which were previously consolidated are now accounted for at fair value through profit or loss.

The Funds elected to be Portfolio Investment Entities ('PIEs') from 1 October 2007 for tax purposes. Under the PIE regime, income is effectively taxed in the hands of the unitholders and therefore the Funds have no tax expense or deferred tax assets or liabilities from that date.

The summary financial statements for inclusion in this prospectus were authorised for issue by the directors of the Manager on 2 September 2016 and an unmodified audit report was issued at that date.

The full financial statements for the years ended 31 March 2016, 2015, 2014, 2013 and 2012 were authorised for issue by the directors of the Manager on the following dates and an unmodified audit report was issued on each date:

Full Financial Year ended Date authorised for issue31 March 2016 25 July 201631 March 2015 21 July 201531 March 2014 29 July 201431 March 2013 29 July 201331 March 2012 23 July 2012

Because of their summary nature, these financial statements cannot provide a full understanding of the Income Statement, Statement of Changes in Equity, Balance Sheet and Statement of Cash Flows. This understanding can only be obtained by reference to the full financial statements of the Funds.

The full financial statements have been prepared by the Manager in accordance with the Master Trust Deed, the Financial Reporting Act 1993, the Unit Trusts Act 1960 (each of which remains applicable to the Funds during the relevant transitional periods of the Financial Reporting Act and the Financial Markets Conduct Act 2013) and New Zealand Generally Accepted Accounting Practice ("NZ GAAP"). They comply with the New Zealand equivalents to International Financial Reporting Standards ("NZ IFRS"), and other applicable Financial Reporting Standards, as appropriate for profit-oriented entities. The financial statements also comply with the International Financial Reporting Standards ("IFRS").

A copy of the Funds' full financial statements and the audit report can be obtained by contacting ANZ New Zealand Investments Limited on 0800 736 034 or emailing [email protected]

Page 44 of 52

Appendix 2: Auditor’s report

Independent auditor's report

To the Manager of:










(the "Funds") which form part of the ANZ Investment Master Trusts marketed as the OneAnswer Investment Funds - Single-Asset Class.

As auditor of the Funds we have prepared this report pursuant to clause 18 of Schedule 4 of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014, for inclusion in the prospectus dated on or about 2 September 2016.

Report on the financial statements

We have audited the financial statements of the Funds for the year ended 31 March 2016. We expressed an unmodified audit opinion on those financial statements in our report dated on or about 25 July 2016.

Report on the summary financial statements

The summary financial statements at Appendix 1 are derived from the audited financial statements of the Funds for the years ended 31March2012, 2013, 2014, 2015 and 2016. We expressed an unmodified opinion on those financial statements in our audit reports for each of those periods/years. The summary financial statements do not reflect the effects of events that occurred subsequent to the date of the report on those financial statements.

The summary financial statements do not contain all the disclosures required for full financial statements under generally accepted accounting practice in New Zealand. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements of the Funds.

Manager's responsibility for the summary financial statements

The Manager is responsible for preparing a summary of the audited financial statements of the Funds, for the years ended 31 March 2012, 2013, 2014, 2015 and 2016 in accordance with clause 8 of Schedule 4 of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014.

Auditor's responsibility for the summary financial statements

Our responsibility is to express an opinion on the summary financial statements based on our procedures, which were conducted in accordance with International Standards on Auditing (New Zealand) 810 Engagements to Report on Summary Financial Statements.

Opinion on the summary financial statements

In our opinion, the amounts set out in the summary financial statements at Appendix 1 of this prospectus, derived from the audited financial statements of the Funds, for the years ended 31 March 2012, 2013, 2014, 2015 and 2016, as required by clause 8 of Schedule 4 of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014:

• are consistent, in all material respects, with those financial statements; and

• have been correctly taken from the audited financial statements of the Funds for the years ended 31 March 2012, 2013, 2014, 2015 and 2016.

Other matters

Independence

Our firm has also provided other services to the Funds in relation to audit, trustee reporting, and semi-annual controls reporting services. Subject to certain restrictions, partners and employees of our firm may also deal with the Funds on normal terms within the ordinary course of trading activities of the business of the Funds. These matters have not impaired our independence as auditors of the Funds. The finn has no other relationship with, or interest in, the Funds.

Responsibility for updating

We have no responsibility to update our opinion on the historical financial statements for events and circumstances occurring after the date of our audit report on those financial statements.

Restriction on use

This report has been prepared for inclusion in the prospectus for the purpose of meeting the requirements of clause 18 of Schedule 4 of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule I, of the Financial Markets Conduct Regulations 2014. We disclaim any assumption of responsibility for reliance on this report or the amounts included in the summary financial statements, for any purpose other than that for which they were prepared. In addition, we take no responsibility for, nor do we report on, any part of the prospectus not specifically mentioned in this report.

Auditor's consent

In accordance with regulation 18(1 )( c )(ii) of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014, we hereby give our consent to the inclusion of this report in the prospectus in the form in which it appears. We also confirm that we have not, before delivery of this prospectus, withdrawn our consent to the issue thereof.

krM(,. 2 September 2016 Auckland

Page 45 of 52

Appendix 3: Unit Trustees statement

Trustee’s Statement

02 September 2016

The Directors

ANZ New Zealand Investments Limited

ANZ Centre

23-29 Albert Street

Auckland

Dear Directors,

Prospectus dated 02 September 2016(Prospectus) in respect of units (Units) in the OneAnswer

Investment Funds – Single-Asset Class (the Fund).

In accordance with clause 22 of Schedule 4 to the Securities Regulations 2009 in respect of the accounting

period ended 31 March 2016, in the Trustee’s opinion, ANZ New Zealand Investments Limited (the

Manager) has managed the Fund during that period in accordance with the provisions of the consolidated

Master Trust Deed dated 9 June 2005 as amended and the offer of Units.

In connection with this opinion note that:

1. The Manager is responsible for managing the Fund and issuing the Prospectus.

2. Our responsibility is to express an opinion on the management of the Fund based on our

supervisory role under the Unit Trusts Act 1960. We do not provide any guarantees or assurances

about the offer of interests in the Fund.

3. We have obtained sufficient assurance from undertaking our supervisory activities to provide a

basis for our opinion. However, there are inherent limitations in performing a supervisory role

and we cannot provide an absolute assurance regarding the management of the Fund.

4. We have disregarded any matter which we consider to be immaterial to investors.

5. The inclusion of this Trustee’s statement in the Prospectus should not be taken to imply that the

Trustee has responsibility for the material in this Prospectus other than the Trustee’s statement.

Signed for and on behalf of the Trustee

Simon Sherpa

Relationship Manager - Corporate Trusts

Page 46 of 52

Appendix 4: Glossary

This glossary explains the meaning of capitalised terms which are used in this Prospectus. It also explains the meaning of certain financial and legal terms which are used in this Prospectus and in the current investment statements for the Funds.

In this Prospectus, capitalised terms have the same meaning as those terms in the Master Trust Deed for the Funds dated 9 June 2005 (as amended from time to time), unless the context otherwise requires.

alternative asset an asset that doesn’t fit into the four main asset classes (cash, fixed interest, property, and shares). Alternative assets can include commodities, hedge funds, private equity and hybrid investments.

ANZ Group ANZ Bank New Zealand Limited, Australia and New Zealand Banking Group Limited, and their subsidiaries including ANZ New Zealand Investments Limited.

ANZ Investments ANZ New Zealand Investments Limited.

ANZ Investments Master Trusts

As at the date of this Prospectus, means the:








• ANZ International Fixed Interest Fund, and

• ANZ International Property Fund,

being the funds governed by the Master Trust Deed dated 9 June 2005 (as amended from time to time).

asset something that can be owned or controlled, with the expectation that it will provide an income or increase in value.

asset class a group of assets with the same or similar features and behaviours. The main asset classes the Manager invests in are: cash, fixed interest, listed property and listed property related assets, and shares. The ANZ Balanced Fund may also invest up to 10% in alternative assets.

asset class mix the mix of asset classes within a Fund, expressed as a percentage based on the market value of the assets in each class. Market movements will change the value of assets and therefore the asset class mix.

attributed PIE income (or loss)

the amount of income (or loss) attributed to Unit holders by PIEs (including the Funds) in an income year.

attributed tax in relation to a Fund that is a PIE, tax payable by the Fund, the Manager or the Trustee (whether deferred or current and whether at the election of the Manager or the Trustee or otherwise) which is determined by reference to Unit holders’ PIRs, in accordance with PIE rules.

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authorised financial adviser

a financial adviser who meets legal requirements (qualification and professional standards) for giving personalised financial advice about financial products including unit trusts, and who has been authorised by the FMA.

Authorised Investment

has the same meaning as provided in the Trust Deed.

benchmark asset class mix

the asset class mix used as a starting point for deciding how much a Fund invests in each asset class. The actual asset class mix will vary from the benchmark asset class mix. The Manager might vary the asset class mix to manage risk, increase potential investment performance, or manage cash flow. The Manager has ‘ranges’ that state how far from the benchmark the actual asset class mix can be.

bond a debt security issued by a government, corporation, local authority or bank (called issuers). The issuer generally pays a set (or fixed) interest rate for a set period of time

cash asset any asset that is in cash or can be readily converted into cash. Cash assets can include interest-bearing deposits with one or more New Zealand-registered banks (such as term deposits), short-term debt securities, and floating rate notes.

commodity a product that can be bought or sold that is interchangeable with other products of the same type. Traditional examples of commodities include gold and other metals, agricultural products, oil and natural gas.

currency exchange rate

a rate at which one currency (for example, Australian dollars) can be exchanged for another (for example, New Zealand dollars).

currency hedging an investment strategy used to minimise gains or losses from changes in currency exchange rates. For example, a manager may buy bonds issued by the Australian government, and then buy an investment that will move in the opposite direction to the Australian dollar. Whichever way the Australian dollar moves, one investment will cancel out the other.

debenture a type of debt security that is not secured by physical assets or collateral. Debentures are backed only by the general creditworthiness and reputation of the issuer.

debt security section 2(1) of the Securities Act 1978 defines the types of securities that are debt securities. A copy of the Securities Act 1978 is available from legislation.govt.nz. Essentially, a debt security is a type of security where investors deposit money with or lend money to an issuer. The issuer is then obliged to repay the money lent, deposited, or otherwise owing, usually with interest.

derivative an investment whose value is usually linked to (or derived from) changes in the value of another asset, an index (such as a share market index or a commodity index), an interest rate, or an exchange rate.

entry price the price a Unit holder pays for purchasing a Unit in a Fund.

entry fee the fee (if any) the Manager charges a Unit holder for selling or offering Units in a Fund.

exit price on a Unit holder’s withdrawal from a Fund, the price the Unit holder receives for each Unit.

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exit request a written request from a Unit holder to the Manager to withdraw Units from a Fund.

Extraordinary Resolution

a resolution of no less than 75% of the Unit holders voting at a meeting of such Unit holders.

FMA (see Financial Markets Authority).

Financial Markets Authority (FMA)

the independent Crown entity responsible for regulating New Zealand’s financial markets.

fixed interest asset a debt security issued by a government, corporation, local authority or bank (called issuers). The issuer generally pays a set (or fixed) interest rate for a set period of time. Floating rate notes are included in fixed interest assets.

floating rate note a debt security with an interest rate that changes periodically in line with an agreed market rate or index.

Funds The:










being the nine funds that make up the ANZ Investments Master Trusts, collectively marketed as the OneAnswer Investment Funds – Single-Asset Class. Each is a different fund (referred to individually in this Prospectus as a Fund), with its own asset class mix.

Each Fund is a unit trust established under the Unit Trusts Act 1960 and holds a ‘pool’ of money made up of investments from a number of Unit holders. The money is used to invest in assets, with the aim of producing capital gains and/or income for the Fund.

fund expenses expenses incurred when operating a Fund, such as audit costs, postage, and legal fees.

Fund fee a cap on the amount that can be charged to each Fund per year for:

• the management fee

• the Trustee fee

• fund expenses

• costs charged by underlying funds.

The maximum fee is a percentage of the net assets of the Fund.

futures a financial contract obligating the buyer to purchase an asset (or the seller to sell an asset) at a predetermined future date and price.

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gross asset value in respect of a Fund, the aggregate of the market value of the investments and other assets of that Fund determined by the Manager in accordance with the Trust Deed (before deducting liabilities and other charges).

group investment fund

a group investment fund (GIF) is an investment where individuals pool their money together to create greater buying power, cost sharing and take advantage of professional management. They are similar to unit trusts but have some differences, for example with GIFs, the trustee and the manager can be one and the same.

GST goods and services tax.

hedge fund a private ‘pool’ of money that has few restrictions on the type of asset it can invest in or the investment strategy it can use. Hedge funds typically use advanced investment strategies with the goal of making positive returns in all market conditions.

indirect investment investing into underlying funds which own the investment assets.

insolvent unable to pay debts as they fall due.

investment account an account within the Funds that is established in a Unit holder’s name.

investment costs the costs of buying or selling investments, such as the fees or commission charged by a broker.

investment performance

the gains or losses made when the assets, in which the Funds invest, change in value and/or earn income.

investment statement a document required under the Securities Act 1978 when securities are offered to the public in New Zealand. Investment statements summarise the terms and conditions of an investment, and contain information required under the Securities Act 1978.

Inland Revenue the government department responsible for the collection of most of New Zealand’s tax.

issuer section 2(1) of the Securities Act 1978 defines who will be the issuer of a security if that security is offered to the public in New Zealand. A copy of the Securities Act 1978 is available from legislation.govt.nz. Usually, the issuer is the legal entity which receives the money that investors invest in a security, and which is principally responsible for ensuring that the security is offered in a way which complies with the Securities Act 1978.

liability a debt or financial obligation.

listed property interests in listed property trusts or companies that own or invest in commercial property.

managed fund an investment fund run on behalf of a group of investors by a manager.

management fee the fee paid to the Manager for managing the Funds. Also used to refer generally to a fee paid to the manager of a managed fund.

Manager the company that administers the Funds, and selects and manages its investments. ANZ New Zealand Investments Limited is the Manager of the ANZ Investments Master Trusts. In this Prospectus, the Manager is also referred to as ‘we’, ‘our’, ‘us’ or ‘The Manager’. The Manager is a wholly owned subsidiary of ANZ Bank New Zealand Limited, which is part of ANZ Group.

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market in financial terms, a broad term describing all possible buyers and sellers of all available financial investments or investment products.

market movements changes in the overall value of assets traded in a market.

net asset value in relation to a Fund at any time, the current net asset value of that Fund at that time as determined in accordance with the Trust Deed.

option a financial derivative that represents a contract sold by one party (option writer) to another party (option holder). The contract offers the holder the right, but not the obligation, to buy or sell a security or other financial asset at an agreed-upon price during a certain period of time or on a specific date.

person includes a natural person, a company, a corporation, a corporation sole, a firm, a government or a body of persons (whether corporate or un-incorporate).

promissory note a written, dated and signed two-party instrument containing an unconditional promise by the maker to pay a definite sum of money to a payee on demand or at a specified future date.

PIE (see Portfolio Investment Entity)

PIR (see prescribed investor rate)

Portfolio Investment Entity (PIE)

a company, superannuation fund, unit trust, or group investment fund registered with Inland Revenue to allow tax on investment income at the prescribed investor rate of its investors, rather than at its own tax rate. PIEs also have different rules regarding what is, and isn’t, taxable.

prescribed investor rate

the investor’s tax rate for PIE income, which is the rate a PIE uses to calculate and pay tax on that investor’s taxable income.

private equity an asset class consisting of funds or other investment vehicles (known as private equity funds) which take ownership interests in companies and corporations that are not traded on the share market or stock exchange. Sometimes private equity funds instead buy all the shares of a company or corporation that is traded on the share market or stock exchange.

property asset buildings and land, or funds or companies that invest in buildings and land.

Prospectus a document containing the details of an offer of securities to the public in New Zealand. The Prospectus must have the content required by the Securities Act 1978, and must be registered with the Registrar of Financial Service Providers.

return the total amount that a Unit holder receives when they withdraw (in full or in part) from the Funds.

risk the chance that an outcome, for example the change in value or income received from an investment, will be different than expected.

risk profile a description of the level of risk an investor is comfortable with.

securities investment products and financial instruments. Section 2D of the Securities Act 1978 defines the types of securities that are governed by the Securities Act 1978, if they are offered to the public in New Zealand. You can get a copy of the Securities Act 1978 from legislation.govt.nz.

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shares shares give the holder part-ownership of a company, corporation or similar entity. They may have the right to vote. The Funds generally invest in shares that are listed on a share market.

short-term debt security

a debt security (such as a corporate or government bond) issued for a fixed term that is less than a year.

short-term overdraft facility

a credit agreement that permits the Fund to use or withdraw more than it has in its bank account.

SIPO (see Statement of Investment Policy and Objectives).

Statement of Investment Policy and Objectives (SIPO)

the document that sets out a Fund’s investment policy, together with the objectives and investment strategies for the Fund.

specialist asset manager

an investment manager with specialist knowledge about a particular asset class, or about a subset of an asset class (for example, shares in American companies).

stock stocks give the holder part-ownership of a company, corporation or similar entity. They may have the right to vote. The Funds generally invest in stocks that are listed on a share market.

swap a swap is a derivative in which counterparties exchange cash flows of one party's financial instrument for those of the other party's financial instrument. A swap agreement defines the dates when the cash flows are to be paid and the way they are calculated. Usually at the time when the contract is initiated at least one of these series of cash flows is determined by a random or uncertain variable such as an interest rate, foreign exchange rate, index, equity price or commodity price.

switch the sale or issue to a Unit holder of Units in one or more Funds (or units in any other fund within the ANZ Investments Master Trusts, as applicable) using proceeds of the withdrawal of Units held by that Unit holder in another Fund.

switch amount the minimum amount that a Unit holder may be required to invest when that Unit holder changes Funds.

switching fee the fee (if any) the Manager may charge Unit holders for switching. This is included in the switching price.

switching price the price a Unit (or a unit in any other fund within the ANZ Investments Master Trusts, as applicable) is sold for when a Unit holder switches Funds. The calculation of this price is described in clause 6(2) of this Prospectus.

taxable income an amount is taxable income of a person if it is included in calculating how much tax that person should pay.

term deposit money deposited with a financial institution for a fixed period of time.

TER (see total expense ratio).

total expense ratio the ratio of a Fund’s total operating costs to its average net assets. It incorporates both the costs incurred within a Fund and costs incurred by any underlying funds into which a Fund invests. The total expense ratio is based on actual expenses incurred for the previous financial year.

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Trust Deed an agreement between the Trustee and the Manager. The Trust Deed includes the Unit Trust Schedules referred to in clause 6(1) of this Prospectus. The Trust Deed records each party’s rights and responsibilities, and requirements for how the Funds will be managed. By investing in the Funds, a Unit holder agrees to be bound by the terms of the Trust Deed and have the rights set out within it.

Trustee currently The New Zealand Guardian Trust Company Limited. The Trustee is independent of the Manager and supervises how the Manager runs the Funds, for the benefit of the Unit holders.

trustee fee the fee paid to the Trustee for supervising the management and administration of the Funds and holding the Fund’s assets. Also used generally to refer to the fee charged by the trustee of a managed fund.

underlying fund a managed fund that the Funds invest in.

underlying investment manager

an investment manager which selects the assets of an underlying fund. In our role as manager of the underlying funds, we can appoint external investment managers to select some or all of the assets of the underlying funds.

Unit units in any and each of the Funds. Unit holders receive units each time money is paid in to their investment account. The price of each unit depends on the value of the relevant Fund at the time the Unit holder invests. The units are described in clause 4 of this Prospectus.

Unit holder an investor in the Funds (referred to as an investor in the investment statement).

Unit Register the register of all Unit holders in a Fund.

unit trust a unit trust is a form of investment established by a trust deed in accordance with the requirements of the Unit Trusts Act 1960.

Unit Trust Schedule each Fund has a unit trust schedule that establishes that Fund and sets out the specific terms and conditions applicable to that Fund, as is required by the Trust Deed.

valuation day in respect of a Fund, means each day in respect of which the net asset value per Unit in that Fund is calculated in accordance with the Trust Deed.

withdrawal taking money out of an investment account; also known as cashing in the investment. This is a redemption of Units.

you any existing, or potential, Unit holder in the Funds. For a Unit holder or potential Unit holder, aged 17 and under, this also includes parents or guardians.

Documents

ANZ Investments Master Trusts - ANZ Bank New Zealand · ANZ Investments Master Trusts (Prospectus – 2 September 2016) Page 3 of 52 Introduction Investments in the unit trusts offered