Kiwibank Investment Portfolio - Investment Statement for the purposes of the Securities Act 1978

Kiwibank Investment Portfolio - Investment Statement for the purposes of the Securities Act 1978

Kiwibank Investment Portfolio Investment Statement for the purposes of the Securities Act 1978 Prepared as at 18 September 2015

1 Important information The information in this section is required under the Securities Act 1978. Investment decisions are very important. They often have long- term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself. Choosing an investment When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below: Page What sort of investment is this?

12 Who is involved in providing it for me? 13 How much do I pay? 15 What are the charges? 15 What returns will I get? 17 What are my risks? 21 Can the investment be altered? 22 How do I cash in my investment? 23 Who do I contact with inquiries about my investment? 24 Is there anyone to whom I can complain if I have problems with the investment? 24 What other information can I obtain about this investment? 25 In addition to the information in this document, important information can be found in the current registered prospectus for the investment.

You are entitled to a copy of that prospectus on request.

AMP Investment Management (N.Z.) Limited is the Issuer and Manager of the Funds offered in this Investment Statement, which Kiwibank Investment Management Limited has selected to form part of the Kiwibank Investment Portfolio. AMP Capital Investors (New Zealand) Limited is a promoter of the Funds. Kiwibank Investment Management Limited is a distributor of the Funds, but not a promoter of the Funds. Kiwibank Investment Management Limited has not prepared this Investment Statement and is not responsible for its contents. Investments made in the Funds do not represent deposits or other liabilities of Kiwibank, Kiwibank Investment Management Limited, KB Custodial Limited, New Zealand Post Limited or any other member of the New Zealand Post Group.

They are subject to investment and other risks, including possible delays in payment of withdrawal amounts in some circumstances, and loss of investment value. No person, including AMP Investment Management (N.Z.) Limited, AMP Limited, Kiwibank, Kiwibank Investment Management Limited, KB Custodial Limited, New Zealand Post Limited or any other member of the New Zealand Post Group, the Manager, any member of the AMP Group, the Trustee or the Crown, guarantees the performance of the Funds or the return of capital invested by you.

In this Investment Statement, “you” or “your” refers to the investor or Unit Holder and “we”, “us”, “our” or “Kiwibank Investment Management” refers to Kiwibank Investment Management Limited, the distributor of the funds.

2 The Financial Markets Authority regulates conduct in financial markets The Financial Markets Authority regulates conduct in New Zealand’s financial markets. The Financial Markets Authority’s main objective is to promote and facilitate the development of fair, efficient, and transparent financial markets. For more information about investing, go to http://www.fma.govt.nz.

Financial advisers can help you make investment decisions Using a financial adviser cannot prevent you from losing money, but it should be able to help you make better investment decisions. Financial advisers are regulated by the Financial Markets Authority to varying levels, depending on the type of adviser and the nature of the services they provide. Some financial advisers are only allowed to provide advice on a limited range of products. When seeking or receiving financial advice, you should check: „ „ the type of adviser you are dealing with: „ „ the services the adviser can provide you with: „ „ the products the adviser can advise you on.

A financial adviser who provides you with personalised financial adviser services may be required to give you a disclosure statement covering these and other matters. You should ask your adviser about how he or she is paid and any conflicts of interest he or she may have.

Financial advisers must have a complaints process in place and they, or the financial services provider they work for, must belong to a dispute resolution scheme if they provide services to retail clients. So if there is a dispute over an investment, you can ask someone independent to resolve it. Most financial advisers, or the financial services provider they work for, must also be registered on the financial service providers register. You can search for information about registered financial service providers at http://www.fspr.govt.nz.

You can also complain to the Financial Markets Authority if you have concerns about the behaviour of a financial adviser.

Important notice This is an Investment Statement prepared in accordance with the Securities Act 1978 and the Securities Regulations 2009, relating to an offer of units in certain AMP Capital Investment Funds by AMP Investment Management (N.Z.) Limited. It is prepared as at, and is dated, 18 September 2015. We have been advised by AMP Investment Management (N.Z.) Limited that it intends transitioning the Funds to the new financial markets conduct regime introduced under the Financial Markets Conduct Act 2013 (FMCA) in the near future. As part of the transition of the Funds to the new FMCA disclosure regime, this Investment Statement will be replaced by a Product Disclosure Statement with other relevant information about the Funds being available to investors on the register entry that will be maintained in respect of them.

In addition, the Trust Deed will be replaced with a new trust deed for the Funds that will comply with the requirements of the FMCA. Investment in the Funds will continue to be available as part of the Kiwibank Investment Portfolio after this transition process is completed.

About the Kiwibank Investment Portfolio We are pleased to distribute the Kiwibank Investment Portfolio. You can choose from the Kiwibank Investment Portfolio investment option (or options) to suit your investment profile, taking into account the level of risk you are prepared to accept and the anticipated return you would like. We have selected three Funds from the AMP Capital Investment Funds range to be a part of the Kiwibank Investment Portfolio: Investment option About the option Responsible Investment Leaders Conservative Fund Aims to provide you with above-cash returns over time with capital preservation while investing in line with responsible investment parameters.

To do this, it uses appropriate diversification across asset types, with a distinct bias to income assets (e.g., bonds).

Responsible Investment Leaders Growth Fund Aims to provide you with high real returns over time but has correspondingly high risk while investing in line with responsible investment parameters. It uses diversification across asset types, with a distinct bias to growth assets (e.g., shares). Responsible Investment Leaders Balanced Fund Aims to provide you with modest real returns over time with medium risk while investing in line with responsible investment parameters. To do this, it uses diversification across asset types, with a mix of income assets (e.g., bonds) and growth assets (e.g., shares).

The Manager has updated its model for calculating the benchmark returns for the AMP Capital Investment Funds (including, in respect of the AMP Capital Responsible Investment Leaders Conservative Fund and the AMP Capital Responsible Investment Leaders Growth Fund, by making these calculations using daily, rather than weekly, pricing data). This updated model has been applied retrospectively to the calculation of benchmark returns for past periods. Accordingly, the benchmark returns for the Funds disclosed in this Investment Statement may differ slightly from those disclosed in previous Investment Statements (with the result that the extent to which the actual gross returns are lower or higher than the corresponding benchmark returns may differ from that previously disclosed).

When you invest in these Funds through us, your Units in the Funds will be held by KB Custodial as a custodian on your behalf. KB Custodial is one of our wholly owned subsidiaries and holds Units purchased through us on behalf of investors. Although you will be the beneficial owner of the Units, as the registered holder,

3 only KB Custodial will be able to exercise any rights, benefits and entitlements in relation to the Units. KB Custodial’s Terms and Conditions, which set out the basis on which it holds your Units and exercises those rights, benefits and entitlements, are set out in the application form.

In addition to the services detailed in this Investment Statement, Kiwibank provides services to investors, such as internet banking services. Accordingly, you should also refer to, and if you invest in the Funds, you are bound by, Kiwibank’s General Terms and Conditions. These terms govern your use of these Kiwibank services. Kiwibank’s General Terms and Conditions are available on Kiwibank’s website at www.kiwibank.co.nz or at your local Kiwibank. KB Custodial’s Terms and Conditions (which govern the basis on which KB Custodial holds Units on your behalf) are set out in the application form attached to this Investment Statement.

You are required to obtain a copy of this Investment Statement prior to investing in the Funds. You should ensure that you take the time to read this Investment Statement (including the application form and KB Custodial’s Terms and Conditions), Kiwibank’s General Terms and Conditions, and any other relevant documentation before making your investment decisions. About Kiwibank Investment Management We are a distributor of the Funds and are not a ‘promoter’ of the Funds for securities law purposes.

This Investment Statement has been prepared by the Manager, rather than us, and we are not responsible for its contents. We are a wholly-owned subsidiary of Kiwibank. About Kiwibank Limited Kiwibank’s background Kiwibank is a wholly-owned subsidiary of New Zealand Post Limited, a state-owned enterprise under the State-Owned Enterprises Act 1986. New Zealand Post Limited is the main postal services provider in New Zealand. Kiwibank opened for business early in 2002, with the vision of making a difference to the New Zealand banking industry. Kiwibank sought to prove that there was room for a New Zealand-owned bank to profitably provide better service, better products, lower fees and better interest rates to New Zealanders.

Kiwibank’s strategy drew from the country’s past, where historically there had been a bank operating through the Post Office network, and it looked to the future by embracing new technology and a new way of dealing with customers. Kiwibank’s strategy is to capture and retain customers through offering high levels of customer service, competitive pricing and continuous innovation in financial products. As at the date of this Investment Statement, Kiwibank employs about 1,200 staff across the country.

Kiwibank’s registration On 29 November 2001, Kiwibank was registered as a bank under the Reserve Bank of New Zealand Act 1989.

Kiwibank is required to comply with the conditions of registration as laid down by the Reserve Bank of New Zealand. The conditions of registration include, but are not limited to: governance (including board composition); minimum capital levels; risk measurement processes; and quantitative liquidity risk management requirements. Kiwibank’s full conditions of registration can be found in Kiwibank’s latest Disclosure Statement and Annual Report at www.kiwibank.co.nz/about-us/ legal-docs.asp.

Kiwibank’s principal activities Kiwibank offers a range of personal and business transactional banking, savings accounts, term deposits, home loans, credit cards and revolving credit products. Kiwibank intends to continually add to its product suite. About AMP Investment Management (N.Z.) Limited AMP Investment Management (N.Z.) Limited is the Issuer and Manager of the Funds and as such is responsible for the management and administration of the Funds in accordance with the terms of the Trust Deed. About AMP Capital Investors (New Zealand) Limited AMP Capital is the investment manager and a Promoter of the Funds.

AMP Capital is a leading specialist investment manager managing around $19 billion* for New Zealand investors. As a majority owned subsidiary of AMP Limited, AMP Capital operates independently with a pure investment focus, but benefits from the resources of its parent. With over 200 in-house investment professionals throughout Australasia and a carefully selected global network of investment partners, the AMP Group offers significant depth and breadth of investment expertise. Increasingly, delivering superior returns to clients involves looking beyond traditional techniques to a new generation of investment portfolios.

These require the blending of any number of inputs such as securities, asset classes, countries, styles and even managers to obtain the optimal risk and return outcome. To do this well requires real depth of in-house investment expertise, a business philosophy open to partnering, and specialist capabilities designed to integrate and maximise the two. At AMP Capital, there are specialist investment teams across a diverse range of disciplines. Each team focuses on searching out and creating the best investment outcomes for clients.

* As at 31 August 2015

4 AMP Capital also collaborates with like-minded investment specialists around the world, leveraging our joint expertise to create new investment opportunities. This investment approach capitalises on the strength and breadth of AMP Capital’s investment expertise and is characterised by three distinctive capabilities: „ „ Multiple perspectives: research drives every investment decision. Specialist investment teams interact, sharing knowledge and insights to gain multiple perspectives. This diversity of thought allows AMP Capital to see things differently, often producing unique insights that create new ways to add value to clients’ portfolios.

„ „ Access to rare investment opportunities: scale, brand and relationships give AMP Capital a competitive edge in deal sourcing and origination. This access to rare assets opens up new and different investment opportunities for clients. „ „ Progressive portfolio construction: the new generation of investment portfolios demand increasingly complex portfolio construction decisions. With this in mind, AMP Capital has developed proprietary skills and processes that allow it to select and blend a wide range of investment inputs, from individual securities to the right investment partner. AMP Capital uses these skills to meet the diverse risk return objectives of AMP Capital’s clients.

Underpinning these capabilities are AMP Capital’s people. AMP Capital seeks to attract the best people, invest in their ongoing professional development, and ensure that their interests are clearly aligned with those of AMP Capital’s clients. The combination of scale, breadth and capability provides access to superior investment opportunities. Reliably, consistently, repeatedly.

5 Kiwibank Investment Portfolio Responsible Investment Leaders Conservative Fund Investment strategy The Responsible Investment Leaders Conservative Fund aims to provide you with above-cash returns over time with capital preservation whilst investing in line with responsible investment parameters (see the “Approach to responsible investing” section on page 12 for more detail).

To do this, it uses diversification across asset types, with a distinct bias to income assets (e.g., bonds). Key features „ „ A diverse range of predominantly income assets including fixed interest securities and cash, plus some growth assets including shares, property and commodities, across New Zealand and global markets.

„ „ One of the most experienced investment management teams for New Zealand investments. „ „ Active management of asset allocations to suit changing investment environments and conditions. „ „ This Fund will invest primarily in other funds, including funds managed by the Manager or associates of the Manager, but may invest in directly held assets. See pages 92 to 94 of the Prospectus for a table showing the funds managed by the Manager or an associated person of the Manager in which more than 10% of the value of the Fund has been invested. Investment guidelines The benchmark asset mix noted below is the expected average asset mix of the Responsible Investment Leaders Conservative Fund over the long-term.

In the short-term and medium-term, AMP Capital will actively manage the Fund within the given ranges: Benchmark (%) Range (%) New Zealand Cash 25 New Zealand Fixed Interest 25 Global Fixed Interest 25 Total Cash and Fixed Interest 75 55-95 Australasian Shares 5 Global Shares 10 Commodities 3 Property1 7 Total Growth Assets 25 5-45 Total 100 1 Includes both New Zealand and Global Property. Currency management AMP Capital targets a position of the Fund’s exposure to foreign currency (excluding Australian dollar) shares being 50% hedged to the New Zealand dollar (on a net after tax basis, based on the current maximum PIR).

For Australian dollar shares, AMP Capital targets a position of the Fund’s exposure being 50% gross hedged to the New Zealand dollar. For all other asset classes, AMP Capital targets 100% currency hedging of foreign currency exposure to the New Zealand dollar. AMP Capital has the discretion to alter these target positions should this be deemed appropriate. Use of derivatives The Fund may use derivatives to manage risk and facilitate rebalancing and asset allocation.

Performance objective To outperform, over the medium term, the weighted average return of the market indices used to measure performance of the underlying funds/assets in which the fund invests. Annual Returns to 31 March The return received by you if you invest in this Fund will be less than the Gross Return outlined above once Management Fees, performance fees (if any), expenses and taxes are deducted. 0% 2% 3% 1% 4% 5% 6% 7% 8% 9% 10% 2015 2014 2013 2012 2011 Gross Return Benchmark 8.21% 8.83% 3.65% 4.49% 6.08% 6.85% 8.90% 9.01% 6.10% 6.13% The performance information set out above shows the performance of the Fund before it commenced investing in accordance with responsible investment parameters on 16 April 2015.

6 Responsible Investment Leaders Growth Fund Investment strategy The Responsible Investment Leaders Growth Fund aims to provide you with high real returns over time but has correspondingly high risk whilst investing in line with responsible investment parameters (see the “Approach to responsible investing” section on page 12 for more detail). It uses diversification across asset types, with a distinct bias to growth assets (e.g., shares). Key Features „ „ A diverse range of predominantly growth assets including shares, property and commodities, plus some income assets including fixed interest securities and cash, across New Zealand and global markets.

„ „ One of the most experienced investment management teams for New Zealand investments. „ „ Active management of asset allocations to suit changing investment environments and conditions. „ „ This Fund will invest primarily in other funds, including funds managed by the Manager or associates of the Manager, but may invest in directly held assets. See page 92 to 94 of the Prospectus for a table showing the funds managed by the Manager or an associated person of the Manager in which more than 10% of the value of the Fund has been invested. Investment guidelines The benchmark asset mix noted below is the expected average asset mix of the Responsible Investment Leaders Growth Fund over the long-term.

In the short-term and medium-term, AMP Capital will actively manage the Fund within the given ranges: Benchmark [%] Range [%] New Zealand Cash 5 New Zealand Fixed Interest 2.5 Global Fixed Interest 2.5 Total Cash and Fixed Interest 10 0-30 Australasian Shares 22.5 Global Shares 52.5 Commodities 5 Property5 10 Total Growth Assets 90 70-100 Total 100 5 Includes both New Zealand and Global Property. Currency management AMP Capital targets a position of the Fund’s exposure to foreign currency (excluding Australian dollar) shares being 50% hedged to the New Zealand dollar (on a net after tax basis, based on the current maximum PIR).

For Australian dollar shares, AMP Capital targets a position of the Fund’s exposure being 50% gross hedged to the New Zealand dollar. For all other asset classes, AMP Capital targets 100% currency hedging of foreign currency exposure to the New Zealand dollar. AMP Capital has the discretion to alter these target positions should this be deemed appropriate. Use of derivatives The Fund may use derivatives to manage risk and facilitate rebalancing and asset allocation.

Performance objective To outperform, over the medium term, the weighted average return of the market indices used to measure performance of the underlying funds/assets in which the Fund invests. Annual Returns to 31 March 0 10 20 40 30 Gross Return Benchmark 2012 2014 2013 8.93% 9.48% 2011 2015 15.54% 16.27% 10.31% 10.74% 0.81% 2.29% 13.15% 14.57% The performance information set out above shows the performance of the Fund before it commenced investing in accordance with responsible investment parameters. The return received by you if you invest in this Fund will be less than the Gross Return outlined above once Management Fees, performance fees (if any), expenses and taxes are deducted.

Responsible Investment Leaders Balanced Fund Investment strategy The Responsible Investment Leaders Balanced Fund aims to provide you with modest real returns over time with medium risk whilst investing in line with responsible investment parameters (see the “Approach to responsible investing” section on page 12 for more detail). To do this it uses diversification across asset types, with a mix of income assets (e.g., bonds) and growth assets (e.g., shares).

Key features „ „ A diverse range of growth and income assets including shares, property, commodities, fixed interest securities and cash, across New Zealand and global markets.

7 „ „ One of the most experienced investment management teams for New Zealand investments. „ „ Active management of asset allocations to suit changing investment environments and conditions. „ „ This Fund will invest primarily in other funds, including funds managed by the Manager or associates of the Manager, but may invest in directly held assets. See pages 92 to 94 of the Prospectus for a table showing the funds managed by the Manager or an associated person of the Manager in which more than 10% of the value of the Fund has been invested „ „ A robust investment process that combines a sustainability focus with stringent financial analysis.

Investment guidelines The benchmark asset mix noted below is the expected average asset mix of the Fund over the long-term. In the short-term and medium-term, AMP Capital will actively manage the Fund with a view to establishing and maintaining the Fund’s asset mix within the given ranges. There may be times when an asset class is not represented (or is not within the specified range) due to compliance with the responsible investment charter for the Fund. Benchmark [%] Range [%] New Zealand Cash 10 New Zealand Fixed Interest 15 Global Fixed Interest 15 Total Cash and Fixed Interest 40 20-60 Australasian Shares 15 Global Shares 31 Commodities 4 Property 10 Total Growth Assets 60 40-80 Total 100 Currency management AMP Capital targets a position of the Fund’s exposure to foreign currency (excluding Australian dollar) shares being 50% hedged to the New Zealand dollar (on a net after tax basis, based on the current maximum PIR).

For Australian dollar shares, AMP Capital targets a position of the Fund’s exposure being 50% gross hedged to the New Zealand dollar. For all other asset classes, AMP Capital targets 100% currency hedging of foreign currency exposure to the New Zealand dollar. AMP Capital has the discretion to alter these target positions should this be deemed appropriate. Use of derivatives The Fund may use derivatives to manage risk and facilitate rebalancing and asset allocation.

Performance objective To outperform, over the medium term, the weighted average return of the market indices used to measure performance of the underlying funds/assets in which the fund invests. Annual Returns to 31 March 0 5 10 20 15 Gross Return Benchmark 2012 2013 2014 2011 2015 8.25% 4.88% 14.96% 8.78% 7.82% 5.87% 12.92% 10.95% 13.06% 13.34% The return received by you if you invest in this Fund will be less than the Gross Return outlined above once Management Fees, performance fees (if any), expenses and taxes are deducted. Approach to responsible investing AMP Capital has established a Responsible Investment Committee which is responsible for assessing the investments of the Responsible Investment Leaders Balanced Fund, the Responsible Investment Leaders Conservative Fund and the Responsible Investment Leaders Growth Fund, from a socially responsible, financial and environmental perspective, and which monitors adherence to the Responsible Investment Charter that has been established for the Funds.

Where one of the relevant Funds invests in global share funds, the Responsible Investment Committee will seek out funds or fund managers which are identified leaders across the industries in a range of areas including: „ „ Environmental considerations – including energy and resource use and product stewardship (for example, where a company takes into account the life cycle of the product, from manufacture to the extent to which the product can be recycled). „ „ Social considerations – including indigenous relations and community involvement.

„ „ Ethical considerations – including meeting fundamental human rights, and articulating and implementing a code of conduct.

„ „ Labour standards – including occupational health and safety, International Labour Organisation standards, working conditions and the exclusion of child labour. „ „ Governance considerations – including meeting corporate governance guidelines on board structures and remuneration.

8 Additionally, fund managers and funds will also be well regarded if they actively participate in corporate engagement and governance initiatives. Where a Fund invests directly in shares, these share investments will also be measured against the above considerations. The Fund will (at a minimum) avoid investment in any company which has a substantial exposure to sectors identified as having a high negative social impact. This means the Fund will avoid exposure, either directly or indirectly through underlying managers and funds, to companies with material exposure to the production or manufacture of alcohol, armaments, gambling, pornography, tobacco and nuclear power (including uranium).

Material exposure is considered to be where a company derives more than 10% of its total revenue from these industries. In addition, with the combustion of fossil fuels being the main source of global greenhouse gas emissions, each of the Funds seeks to limit exposure to companies which have a material exposure to the most carbon intensive fossil fuels by excluding any company that has more than a 20% exposure (as measured by percentage of market capitalisation, or other appropriate financial metric) to one, or a combination of, the following: „ „ Mining thermal coal. „ „ Exploration and development of oil sands.

„ „ Brown-coal (or lignite) coal-fired power generation. „ „ Transportation of oil from oil sands. „ „ Conversion of coal to liquid fuels/feedstock. Retention and realisation policy If an investment falls below these responsible investment standards, it is the policy of the Responsible Investment Committee to seek to exit that investment within six months after becoming aware of this unless remedial action is taken to bring the investment back within the responsible investment parameters. An investment may also be realised at any time for financial reasons. Further information Further information about the responsible investment processes can be obtained online at www.ampcapital.co.nz.

What sort of investment is this?

The securities offered are Units in the following AMP Capital Investment Funds: „ „ Responsible Investment Leaders Conservative Fund „ „ Responsible Investment Leaders Growth Fund „ „ Responsible Investment Leaders Balanced Fund The Funds are Unit Trusts established under the Unit Trusts Act 1960 and the Trust Deed. The Trust Deed was amended and restated on 2 April 2013. Each Unit in a Fund is of equal value and confers an equal interest in that Fund. A Unit gives you a beneficial interest in the Fund’s Assets. The benefit is undivided. This means you do not have an interest in any particular part of a Fund or in a particular Asset of a Fund.

The Assets of one Fund cannot be used to cover the Liabilities of another Fund.

The Investment Policy and investment guidelines reflect the Manager’s current intention in relation to each of the Funds. The Manager sets the initial Investment Policy and investment guidelines for each Fund and obtains the Trustee’s approval to any changes. Before putting into effect any material changes to the Investment Policy for a Fund, the Manager will give notice of the changes to Unit Holders of the relevant Fund in accordance with the terms of the Trust Deed. You should note that while markets have generally improved since the global financial crisis they do remain volatile and you may experience fluctuations in returns.

The Investment Policy and investment guidelines for a Fund set out the investment objectives, strategy and philosophy for the Fund and may include directions on: „ „ the level of borrowing and the circumstances in which a Fund may borrow; „ „ the use of derivatives; „ „ currency management; „ „ exposure limits for certain securities; and „ „ the duration of securities held by a Fund. Who is involved in providing it for me? The names of the unit trusts established under the Unit Trusts Act 1960 and the Trust Deed and offered in this Investment Statement are: „ „ AMP Capital Responsible Investment Leaders Conservative Fund „ „ AMP Capital Responsible Investment Leaders Growth Fund „ „ AMP Capital Responsible Investment Leaders Balanced Fund Listed below are the details of the organisations involved in providing these Funds for you as part of the Kiwibank Investment Portfolio: The Manager AMP Investment Management (N.Z.) Limited Ground Floor, PWC Tower 113 – 119 The Terrace PO Box 3764 Wellington 6140 Telephone: (04) 494 2200 Fax: (04) 494 2100 Email: ampcapital@ampcapital.co.nz

9 Directors of the Manager: Grant David Hassell BCA – Wellington, New Zealand George William Carter BA (Hons), FNZSA, FIA – Auckland, New Zealand Keith John Poore BCA (Hons), BSC (Hons), SA Fin – Wellington, New Zealand Bevan Trevor Graham B.Soc.Sci (Economics) – Wellington, New Zealand Directors of the Manager can be contacted at the Manager’s address. The Promoters AMP Capital Investors (New Zealand) Limited Ground Floor, PWC Tower 113 – 119 The Terrace PO Box 3764 Wellington 6140 The following directors of AMP Capital Investors (New Zealand) Limited who are not also directors of the Manager are also Promoters: Stephen James Peter Dunne (Chairman) BBus, MBA, CFA, F Fin – Sydney, Australia Sharon Beverley Davis BA, Gr Dip Bus (Law), Gr Dip Mgt, Member of the Australian Institute of Company Directors, Fellow of FINSIA – Sydney, Australia Christopher James Judd AssocDip in Valuations, AdvCert in Real Estate, Cert in Financial Markets – Sydney, Australia Peter Raymond Verhaart BSc, PGDip FinMath, Dip Bus Stud – Paraparaumu, New Zealand.

Directors of AMP Capital can be contacted at AMP Capital’s address.

The Trustee The New Zealand Guardian Trust Company Limited Level 2, Dimension Data House 99-105 Customhouse Quay PO Box 913 Wellington 6140 Telephone: (04) 901 5406 Fax: (04) 901 0108 Administration Manager AMP Capital Investors (New Zealand) Limited Ground Floor, PWC Tower 113 – 119 The Terrace PO Box 3764 Wellington 6140 AMP Capital can, and does, contract out some or all of its administration tasks from time to time. Distributor Kiwibank Investment Management Limited Level 12, New Zealand Post House 7 Waterloo Quay Private Bag 39888 Wellington 5045 Telephone: 0800 11 33 55 Fax: (04) 462 7996 Email: wealthadmin@kiwibank.co.nz Custodian KB Custodial Services Limited Level12, New Zealand Post House 7 Waterloo Quay Private Bag 39888 Wellington 5045 Telephone: 0800 11 33 55 Fax: (04) 462 7996 Email: wealthadmin@kiwibank.co.nz The Issuer The Issuer for each of the Funds is AMP Investment Management (N.Z.) Limited.

The principal activity for AMP Investment Management (N.Z.) Limited is the management and administrative control of investment funds. AMP Investment Management (N.Z.) Limited was incorporated as a company on 26 August 1987 and has been carrying on those activities since incorporation. AMP Investment Management (N.Z.) Limited is a wholly-owned subsidiary of AMP Capital and its ultimate holding company is AMP Limited (a company incorporated in New South Wales, Australia) through a majority shareholding in one of AMP Investment Management (N.Z.) Limited’s holding companies. Any sale or disposal of Assets to AMP Investment Management (N.Z.) Limited or any of its Related Persons (which includes any investment fund managed by AMP Investment Management (N.Z.) Limited or its Related Persons) or the purchase or acquisition of any Assets from AMP Investment Management (N.Z.) Limited must be approved by the Trustee.

You should be aware that the names of directors and addresses stated above may change from time to time without notice. Current names and addresses may be obtained by contacting the Manager at its address stated above.

10 What are the charges? The fees set out in the table below are the fees that you will pay as a result of investing in each Fund. Fee type Amount p.a. (excluding GST unless stated otherwise) About the fee Investment Management Fees: Responsible Investment Leaders Conservative Fund 1.00% This is the annual management fee. See note 1 below.

Responsible Investment Leaders Growth Fund 1.20% Responsible Investment Leaders Balanced Fund 1.10% Trustee Fee: Up to 0.1% Paid to the Trustee for services out of each of the Funds. See note 2 below.

Entry / Exit fees: Entry Exit The Manager charges these fees on the purchase, redemption or repurchase of Units. The fees stated in this table are the entry and exit fees payable at the date of this Investment Statement. The Manager may vary the entry and exit fees at any time. The entry and exit fees are inclusive GST. See note 3 below. Responsible Investment Leaders Conservative Fund 0.08% 0.08% Responsible Investment Leaders Growth Fund 0.25% 0.25% Responsible Investment Leaders Balanced Fund 0.17% 0.17% In addition, the Funds may pay fees as a result of investing in other funds (including other funds managed by the Manager, AMP Capital or a related company) – see notes 4 and 5 below.

How much do I pay? When you invest through us, the minimum initial lump sum investment for each Fund is $5,000. Thereafter, the minimum additional investment is $500 per Fund. The Manager may accept applications for lesser amounts in its absolute discretion. The Issue Price for Units in a Fund is the net asset value per Unit calculated by the Manager as at the date the application is accepted, unless the Trustee gives prior approval for the Issue Price to be the latest net asset value per Unit calculated as at a date before the application is accepted.

You must complete the application form attached to this Investment Statement.

The completed form, along with any additional information requested on the application form, can be provided to us at any Kiwibank branch or sent to: KB Custodial Services Ltd c/- Kiwibank Investment Management Limited Level 12, New Zealand Post House 7 Waterloo Quay Private Bag 39888 Wellington 5045 Payments by cheque are to be made payable to: “KB Custodial Services – Applications Account”. Applications may be refused for any reason. Regular contributions can be made by automatic payment. If you are already a Kiwibank customer, you can set up an automatic payment from your Kiwibank account for your regular contributions by completing section 6 of the application form attached to this Investment Statement.

If you are not a Kiwibank customer, please contact us on 0800 11 33 55 for assistance. Following the initial lump sum investment, the minimum regular contribution when you invest through us is $50 per fortnight per Fund. If a payment is dishonoured or reversed, no Units will be issued in respect of that payment or any Units issued based on that payment will be cancelled.

Any funds paid to KB Custodial do not form part of the relevant Fund and neither the Manager nor the Trustee has any obligations towards those funds until KB Custodial pays those funds to the Manager or Trustee (or a nominated person of either of them) in return for the issue of Units.

11 Important notes 1. The Manager is entitled to deduct a management fee to each Fund of up to 2% per annum of the Value of the Assets of the Fund. The management fees (which are expressed as a percentage of the Value of the Assets of each Fund) as at the date of this Investment Statement are set out in the table above and are payable by quarterly instalments from the Fund.

The Manager may vary the management fee for any Fund. GST is charged at 15% on10% of the management fee in accordance with the non-binding Inland Revenue agreement with the Financial Services Council of New Zealand Incorporated on behalf of the funds management industry. The Inland Revenue is reviewing the portion of management fees subject to GST and this percentage may change in the future. Upon the termination of a Fund, the Manager is entitled to be paid out of the Fund a reasonable fee of such amount as is approved by the Trustee, based on time spent by the Manager on matters relating to the termination of the Fund.

There is no limit on the amount of this fee, apart from the requirement that it be reasonable in the circumstances and be approved by the Trustee.

While the Manager has no current intention to do so, the Trust Deed allows the Manager to charge an initial service fee as determined by the Manager on the issue of any Unit. Any initial service fee, if it were to be charged, would be in addition to any entry fee. 2. The Trustee is entitled to be paid, by way of remuneration for its services, a fee out of each of the Funds. The Trustee’s fee is determined on the basis of a scale agreed from time to time between the Trustee and the Manager. Currently, the Trustee’s fee for each Fund is not to exceed 0.1% per annum of the average daily Value of the Assets of that Fund.

There are no other limits on the amount of this fee in respect of each Fund.

In addition, the Trustee is entitled to receive a fee of such amount as is from time to time agreed between the Manager and the Trustee for convening and attending meetings of Unit Holders. There is no limit on the amount of this fee. The Trustee is also entitled to be reimbursed for various expenses in accordance with the Trust Deed. On termination of a Fund, the Trustee is entitled to be paid from the Fund a reasonable fee of such amount as is approved by the Manager and based on the time spent by the Trustee on matters relating to the termination of the Fund. There are no limits on the amount of this fee in respect of each Fund, apart from the requirements that it must be reasonable in the circumstances and be approved by the Manager.

3. Entry and exit fees are expressed as a percentage of the relevant aggregate Issue Price or Repayment Price of the number of Units being purchased, redeemed or repurchased, and are paid into the relevant Fund. The entry and exit fees for each Fund are set by the Manager. The entry fee is a fee providing for the likely cost of purchasing or developing Assets for the Fund, and the exit fee is a fee providing for the likely cost of selling or disposing of Assets of the Fund. The Manager is entitled under the Trust Deed, and reserves the right to determine the entry and exit fees to be a higher or lower percentage than that stated in the table above (including zero).

You will be advised of the applicable entry fee when you make a subscription and the applicable exit fee when you make a redemption request or your Units are repurchased. 4. Except as set out in note 5 below, no fees are currently charged in respect of investments made by any of the Funds in any other funds managed by the Manager, AMP Capital or a related company.

5. A performance fee may be payable to the Manager, AMP Capital, AMP Capital Investors Limited in Australia or any of the underlying managers used within the Funds. As at the date of this Investment Statement no performance fees are payable in respect of the Funds or other funds into which the Funds invest. Switching Units If you wish to switch your investment in one Fund to another Fund you should make a request through us. The Manager may refuse a switch request in its absolute discretion. To effect a switch, Units in the relevant Fund will be sold at the applicable Repayment Price (see the “How do I cash in my investment?” section on page 23 for information on calculation of the Repayment Price) and Units in the other Fund will be bought at the applicable Issue Price (see the “How much do I pay?” section on page 15 for information on calculation of the Issue Price).

The entry and exit fees described above will generally apply. The provisions in the Trust Deeds applying to redemption or repurchase of Units and issue of Units will apply to switches.

Other charges and expenses The Funds will incur brokerage and (where applicable) taxation and global custodial charges. Some of these charges may be paid to AMP Capital for performing investment administration tasks, or to other entities to which AMP Capital contracts investment administration tasks. All expenses incurred in the operation of the Funds will also be met fully by the Funds. The amount of the expenses and charges will be shown in the Financial Statements for each Fund. AMP Capital may, in its discretion, choose to cap the amount of any expenses and charges required to be met by any of the Funds.

These charges may be varied from time to time in accordance with the Trust Deed for the relevant Fund. For further information on charges please contact us.

12 What returns will I get? The return on your investment reflects: „ „ the increase or decrease in the Unit price; and „ „ income distributions (for those Funds that make distributions, if any). The Unit price of a Fund reflects the value of the underlying assets of that Fund. The value of your investment at any time will therefore depend on the value of the underlying assets at that time. The value of Units may vary and, at times may even be less than you paid. Key factors that determine the Unit price and income distributions include market fluctuations in the value of Fund investments and the income received on them, tax and fees.

You should note that while markets have generally improved since the global financial crisis they do remain volatile and you may experience fluctuations in returns. Unit prices may also be affected by currency movements where Assets are invested outside of New Zealand. Where considered appropriate, AMP Capital is empowered to use suitable Hedging* techniques to protect the value of investments in New Zealand dollar terms. No amount of returns, quantifiable as at the date of this Investment Statement and enforceable by you, is promised. No guarantees of capital or earnings are given, and past performance is not necessarily indicative of future returns.

None of the Trustee or its nominee companies, the Manager, AMP Limited, AMP Capital or any member of the AMP Group or their respective directors or officers, Kiwibank, Kiwibank Investment Management, KB Custodial, New Zealand Post Limited or any other member of the New Zealand Post Group or any other person guarantees the value of the Units, repayment of any income on the Units or performance of the Funds.

* See the glossary for an explanation of the term “Hedging”. Taxation Taxation is likely to affect returns from the Funds. The Funds are PIEs. KB Custodial will hold your Units in the Funds as a proxy for you. Accordingly, the Fund pays tax on the taxable income (referred to below simply as “income”) attributed to KB Custodial on your behalf at 0%, and KB Custodial (as a proxy for you) will pay tax on that income at your selected PIR. What is a Prescribed Investor Rate (PIR)? Tax is paid by the relevant Fund on the income attributed to you at your PIR. A PIR is based on your taxable income (e.g., income from salary, wages and any additional sources of income that you would include in your income tax return) and the income attributed to you from any PIEs in which you invest, whether directly or through a proxy, including the Funds.

The following PIRs apply: „ „ 10.5% for investors who are: – – New Zealand resident individuals who have provided their IRD number and who derived in either of the last two income years* preceding the current tax year $14,000 or less in taxable income (excluding PIE income) and $48,000 or less in taxable income and PIE income combined; or – – a New Zealand resident trustee of certain testamentary trusts that elects to have a 10.5% PIR; „ „ 17.5% for investors who are: – – New Zealand resident individuals who do not qualify for the 10.5% PIR but who have provided their IRD number and who derived in either of the last two income years* preceding the current tax year $48,000 or less of taxable income (excluding PIE income) and $70,000 or less in taxable income and PIE income combined; or – – a New Zealand resident trustee of a trust (except unit trusts and charitable trusts but including superannuation funds) that elects to have a 17.5% PIR; „ „ 28% for non-residents, New Zealand resident individuals who are not eligible for either the 10.5% PIR or 17.5% PIR and trusts (except unit trusts and charitable trusts but including superannuation funds) that elect to have a 28% PIR; „ „ 0% for the following entities (if resident in New Zealand): – – charities, PIEs, companies (including deemed companies such as unit trusts), proxies; and – – superannuation funds and trusts that have not elected to have a higher PIR.

* Income year has the meaning given in section YA 1 of the Income Tax Act 2007 and for most investors means the year ending on 31 March Your actual rate will depend on your personal circumstances, including your taxable and PIE income in the two years preceding the current tax year and your tax residency. If you have recently become a New Zealand tax resident, you must include the total amount of your foreign sourced income in your assessable income when determining your PIR. However, you may choose not to determine your PIR on this basis in either or both of your first two years as a New Zealand tax resident, if you expect that your taxable income in either of these years to be significantly lower than your total income in the income year prior to becoming a New Zealand resident.

The description of the PIRs above reflects the Manager and KB Custodial’s understanding of tax laws as at the date of this Investment Statement.

You should check that you have provided the correct PIR. If you do not notify us of your PIR, then the default rate of 28% will apply. In the case of joint investors the higher PIR of the joint investors is used. The Commissioner of Inland Revenue can require the Manager or KB Custodial to disregard the PIR notified to the Manager by you and apply a PIR notified by the Commissioner. For more information about PIR and to determine your correct PIR rate please refer to the IRD website “www.ird.govt.nz/toii/pir/” or contact your professional tax adviser.

Tax treatment if you are eligible for and notify us of a 0% PIR If you elect a 0% PIR, then KB Custodial (as proxy) will not have any tax liability in respect of income attributed to you.

You must instead include the attributed income and claim any attributed losses as deductions in your own tax return. You will be responsible for payment of tax on the income attributed to you.

13 Tax credits for foreign withholding tax and other types of credits such as imputation credits are attributed to you to be credited against tax payable in your own tax returns. Tax treatment if you are eligible for and notify us of a PIR greater than 0% If you are eligible for and notify a PIR which is greater than 0%, the following will apply to you: „ „ KB Custodial (as proxy) will be liable to pay tax on income attributed to you at your PIR. If there are excess tax credits for a period or the relevant Fund has a loss rather than net income for a period, KB Custodial (as proxy) may in certain circumstances receive a tax refund and may be able to pass on the benefit of that refund to you.

„ „ The tax paid on income attributed to you will be a final tax and you will not be required to file a tax return which includes that income, except if you are a trustee that elects the 10.5% or 17.5% PIR or if you have recently become a New Zealand tax resident and have chosen to disregard foreign income derived before becoming a New Zealand resident in determining your PIR. Such new residents and trustees that elect the 10.5% or 17.5% PIR will be required to file a tax return including its attributed income, with a credit allowed for any tax paid by KB Custodial (as proxy) on that income.

„ „ If you have elected a PIR which is too low, or failed to advise the Manager that your PIR has increased, you will be liable to include your attributed income in a tax return and to pay tax on that income at your relevant marginal tax rate (with a credit allowed for tax paid on that income).

You may also be liable for any penalties or interest which may apply. „ „ If you advise a PIR that is higher than your applicable rate, then you will not be able to claim back the excess tax paid. If the tax liability on income attributed to you exceeds your investment, some or all of your Units could be redeemed and the proceeds of the redemption paid to the IRD. To the extent this tax liability is not paid by the Fund, you may need to pay the tax directly to the IRD.

The advantage of PIEs PIE funds provide some investors with a significant benefit over holding assets (or investments) directly. In particular, PIEs or proxies that invest in PIEs on behalf of others, pay tax on income attributed to investors at their relevant PIR which is capped at 28%. Investors in a PIE with a marginal tax rate of 33% who elect the 28% PIR will therefore obtain a tax advantage. Impact of PIE taxation for certain taxpayers In some circumstances your personal marginal tax rate could be lower than your PIR. In this event investing through a PIE may not be appropriate.

In addition, investing in the Funds through KB Custodial (as proxy) may not be appropriate if you are a non-resident in New Zealand for tax purposes.

This is because New Zealand tax will be imposed on income attributed by the Funds to you at 28%, which may be higher than the New Zealand tax rate that applies to income that you may get from other comparable New Zealand investments. (Note that these Funds are not “foreign investment PIEs”, the income from which that is attributed to “notified foreign investors” can be taxed at different rates.) Given that there are a number of circumstances where you may pay more tax in a PIE, rather than other forms of investment, it is important to consult your professional tax advisor to determine whether a PIE is best for you.

Why do I need a PIR? The rules relating to the taxation of investment income enable funds that become PIEs to calculate their tax using PIRs elected by investors, which can be 28%, 17.5%, 10.5% or 0%, subject to satisfying various conditions. In order for KB Custodial to pay tax on your attributed income from the Funds at the appropriate rate (as a proxy), you need to ensure that you have supplied the correct PIR and IRD number at all times. When do I need to provide my PIR? You should provide your PIR when you invest in a Fund, along with your IRD number. Each year, you will be asked to reconfirm your PIR.

You should review your rate each year to ensure it is correct and notify KB Custodial of any changes. It is important that you provide your PIR when requested. If you fail to provide your PIR or your IRD number then your investment will be taxed at the default rate of 28%. This rate could be higher than your PIR. If you provide a PIR that is lower than your correct PIR, you will be liable to pay tax on the attributed income at your relevant tax rate after allowing a credit for tax paid on that income by KB Custodial (as proxy) or the Fund (plus any applicable interest and penalties) and to file a tax return.

If you advise a PIR that is higher than the applicable rate, you will not be able to claim back the excess tax paid.

KB Custodial’s responsibilities In relation to your investment in a Fund or Funds through us, KB Custodial (rather than the Manager) will be responsible for: „ „ calculating and organising payment of the tax liability on income attributed to you, using your PIR; „ „ making adjustments to the Units held on your behalf (by redeeming Units) or the distributions (if any) made to you or requiring you to make a payment to reflect the tax liability on income attributed to you; „ „ organising the provision of returns and other information to the IRD; and „ „ providing the Manager any information concerning you that may be relevant to whether the Fund continues to meet the eligibility requirements for a PIE (such as the Maximum Investor Interests requirement and the Minimum Number Of Investors requirement).

This is because KB Custodial holds your Units on your behalf, as a custodian and proxy for you.