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Brook Professional KiwiSaver Scheme

Investment Statement1 November 2011

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The investments offered in this Investment Statement are interests in the Brook Professional KiwiSaver Scheme (“the Scheme”). Investments in the Scheme are not deposits with, or other liabilities of, Macquarie Bank Limited ABN 46 008 583 542 or of any other Macquarie Group company and are subject to investment risk, including possible delays in repayment and loss of income or principal invested. Neither Macquarie Bank Limited, Brook Asset Management Limited (“Brook”) nor any other member company of the Macquarie Group guarantees the performance of the Scheme or the repayment of capital from the Scheme or any particular rate of return.

Macquarie Bank Limited is a company incorporated in Australia and authorised under the Banking Act 1959 (Australia) to conduct banking business in Australia. Neither Macquarie Bank Limited, Brook nor any other member of the Macquarie Group are registered as a registered bank in New Zealand by the Reserve Bank of New Zealand under the Reserve Bank of New Zealand Act 1989 (New Zealand).

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Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself.

Choosing an investmentWhen 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? 6

Who is involved in providing it for me? 7

How much do I pay? 8

What are the charges? 9

What returns will I get? 11

What are my risks? 14

Can the investment be altered? 17

How do I cash in my investment? 18

Who do I contact with inquiries about my investment? 19

Is there anyone to whom I can complain if I have problems with the investment? 19

What other information can I obtain about this investment? 19

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.

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.This document is an Investment Statement for the purposes of the Securities Act 1978. It is dated and prepared on 1 November 2011. Capitalised terms used but not otherwise defined in this Investment Statement have the meaning specified in the Glossary on page 25. Certain statements in this Investment Statement relate to government policy and legislation in force as at the date of this Investment Statement. While such statements are correct as at that date, government policy and legislation is subject to change.Any guidance, opinion or recommendation expressed in this Investment Statement regarding whether the Scheme or a particular Fund is suitable for investment is general advice only and does not take into account your objectives, financial situation or needs. Before acting on any such guidance, opinion or recommendation you should consider whether it is appropriate to your situation. As well as considering the risks, you should also consider how an investment in the Scheme or a particular Fund fits into your overall investment portfolio. By diversifying your investment portfolio, you can reduce your exposure to failure or under-performance of any one investment, manager or asset class.We recommend you obtain financial, legal and taxation advice before making any financial investment decision.Unless otherwise specified, fees are stated exclusive of GST and all fees shall be paid plus GST (if any). The rate of GST applying as at the date of this Investment Statement is 15% and is subject to change.

Important Information(The information in this section is required under the Securities Act 1978)

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IntroductionDear Investor

Brook Asset Management Limited (Brook) is pleased to present the Brook Professional KiwiSaver Scheme (the Scheme).

Brook has a team of investment professionals managing portfolios for a range of clients. Our core belief is that assets selected on the basis of their long term investment fundamentals will provide strong results for investors. Analysis of those fundamentals requires detailed research on companies and the industries that they operate in. We are focused on singling out securities which we believe have the most attractive risk and return characteristics, then combining these holdings in portfolios that are not overly exposed to an unexpected downturn in any particular company or sector.

The Scheme offers the option of either a portfolio with a mix of Income and Growth Assets (the Balanced Fund) or one that consists of up to 100% Growth Assets (the Growth Fund).

Over a complete business cycle, history has shown that Growth Assets such as listed company shares and property have provided superior returns compared to Income Assets such as bonds and bank deposits, particularly in the case of Australian and International listed shares. This is because Growth Assets do not have a fixed capital value. They generate income and capital gains that rise with real economic growth.

By definition, KiwiSaver investors will generally have a medium to long term investment time horizon. With the exception of those saving for a first home, all KiwiSaver members will be investing until their End Payment Date (as defined under the heading “What returns will I get?” on page 11).

It is Brook’s view that because KiwiSaver members’ investment time horizons will generally incorporate at least one full business cycle (which can take up to 10 years), their portfolios should contain significant weightings to Growth Assets.

History suggests there will be occasions when Growth Assets do not perform well, particularly in the shorter term. Including Income Assets in your portfolio will tend to lessen the impact of such things as sharemarket declines on the value of your investments. Conversely of course, they will dampen the positive impact when share values rise, but if your retirement date is approaching, that may be a possibility you are comfortable with.

Whichever option you select, Brook believes it is important that your portfolio is diversified across a range of international assets, rather than being overly concentrated in the local market. Even if the New Zealand investment universe is widened to include our neighbour Australia, it still represents a small part of the global economy.

Within both of the Scheme’s investment options there is a significant portion allocated to sharemarkets outside of Australasia. This ensures your portfolio can access growth opportunities from around the world.

This Investment Statement sets out important information regarding the Scheme. Please read it carefully before completing the application form. If you have any questions, call us on 0800 802 766.

We look forward to helping you build towards a long and comfortable retirement.

Kind regards

Brook Asset Management Limited

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Brook has a team of investment professionals managing portfolios for a range of clients. Although we are an “active” manager, this does not mean

Brook makes frequent trading decisions. The term “active” is used to describe a manager that does not merely follow a stock market index but makes investment decisions based on fundamental analysis of each security’s merits.

A key aspect of Brook’s philosophy is that we seek returns over the long term. We are not distracted by short term factors or so-called ‘hot’ stocks.

Brook’s track record has largely been due to our proprietary investment process. We carry out intensive research on those

companies considered appropriate for your portfolio, analysing both the company itself and the business environment in which it operates. The outputs from this research process are used to value the company and assess its growth prospects.

Once Brook has invested in a company’s shares we take a pro-active role, regularly communicating with senior management and company directors.

Brook focuses primarily on the New Zealand and Australian markets. Where a Fund invests outside of Australasia, management of those funds may be outsourced to global equity specialists with a philosophy and investment process that Brook assesses to be appropriate.

When considering a KiwiSaver scheme, investors should take a long term view. Over time, Growth Assets such as shares have tended to outperform

Income Assets such as bank deposits.

Of course, there have been periods when Growth Assets experience negative returns, but these periods have tended to be short term setbacks when viewed over a long time horizon.

Under KiwiSaver, while lump sum investments may be made, it is envisaged that investors will make regular contributions to an investment portfolio. This means investments will then build up gradually over time. This drip-feed aspect of KiwiSaver is significant because:

• KiwiSaver investors should be less concerned about starting levels of market valuation. This is unlike a lump sum investor who is committing to a single one-off investment and is rightfully sensitive to the market level at the start of their investment time horizon. KiwiSaver contributions will be invested in a range of market environments;

• Assets that fluctuate in value will be acquired at a range of prices. When prices are depressed, investors will benefit from what is known as Dollar Cost Averaging. The constant dollar value of contributions will acquire greater amounts of securities. Hence, a disciplined investor on that basis may regard short term market declines as an investment opportunity.

Why use Brook as your KiwiSaver provider?

Why Growth Assets?

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The name of the scheme is the Brook Professional KiwiSaver Scheme (the Scheme). The Scheme is registered under the KiwiSaver Act 2006 (KiwiSaver Act),

which sets out rules with which all KiwiSaver schemes must comply.

The Scheme is a defined contribution scheme which means that members contribute to the Scheme over time and benefits payable depend on the amount of contributions made either by members alone, or by a member in conjunction with their employer, and any returns on contributions received.

This Investment Statement offers units in the Scheme, either in the Balanced Fund or the Growth Fund (each a Fund and together the Funds).

By investing in the Scheme your money is pooled with that of other investors which enables us to provide you with greater diversity than you may be able to achieve by investing individually. The value of units in each Fund in the Scheme will fluctuate according to the changing value of the underlying assets in which the Fund has invested.

As a KiwiSaver scheme, the principal purpose of the Brook Professional KiwiSaver Scheme is to provide retirement benefits for individuals. Due to the longer term investment horizon generally held by KiwiSaver investors, Brook is providing two investment options under the Scheme as follows:

Brook Growth FundThe objective of the Brook Growth Fund (Growth Fund) is to achieve investment growth in the long term by investing primarily in Growth Assets. Its allocation to each asset class will be as follows:

Global Equities Benchmark 50% Range 30% to 70%

Australasian Equities Benchmark 40% Range 20% to 60%

Infrastructure, Property & Benchmark 10% Alternative Investments Range 0% to 25%

Cash & Fixed Interest Benchmark 0% Range 0% to 20%

The Growth Fund is suitable for investors taking a long term view. There may be periods when returns are negative but Brook believes that, over time, Growth Assets will deliver strong results for your savings.

Brook Balanced FundThe objective of the Brook Balanced Fund (Balanced Fund) is to achieve investment growth in the long term by investing in

a mix of growth and income securities. Its allocation to each asset class will be as follows:

Global Equities Benchmark 30% Range 10% to 50%

Australasian Equities Benchmark 20% Range 0% to 40%

Infrastructure, Property & Benchmark 10% Alternative Investments Range 0% to 20%

Cash & Fixed Interest Benchmark 40% Range 20% to 60%

The Balanced Fund is designed for investors with a lesser degree of tolerance for the possibility of a decline in the value of their investments. They can expect lower long term returns but with less volatility than investors in the Growth Fund may experience. However prospective investors should note that though the Growth Fund may provide higher long term returns, the Growth Fund is likely to experience greater volatility and risk to potential returns than the Balanced Fund.

The assets of each Fund will be managed by Brook and held by the trustee of the Scheme - Trustees Executors Superannuation Limited through the custodian, TEA Custodians Limited, who are both independent of Brook as manager. The assets of each Fund may be invested through Brook’s range of unit trusts, other managed vehicles or be held directly.

Permitted investmentsEach of the Funds may invest in a wide range of assets, including (but not limited to) listed and unlisted securities, pooled and managed fund products (including those managed by the Manager or a related party of the Manager), money market instruments, derivatives, cash, structured products and hybrid investments. Each of the Funds may borrow money. Where investments are not denominated in New Zealand dollars, a currency hedging strategy may be employed. Each of the Funds may use leverage.

The permitted investments of the Funds may be changed by the Manager from time to time, subject to the prior written approval of the Trustee (not to be unreasonably withheld).

Brook has flexibility (but is not obliged) to implement currency hedging in a range of 0-100% of any exposure that a Fund has to other currencies.

The Trustee may enter into Derivatives such as foreign exchange contracts to facilitate foreign share purchases and to manage currency risk. The Trustee may also enter into derivative contracts to gain market exposure which may result in a leveraged position for the Scheme whereby the value of the Scheme’s exposure is greater than the value of its

What sort of investment is this?

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underlying assets.

Please refer to the information under the headings “Borrowing risk” and “Currency risk” on pages 16 and 15 respectively for more information on these risks.

Employer PlansThis Investment Statement is designed for individual investors, however Brook may offer employers the ability to participate in the Scheme by entering into an agreement with the Trustee and Brook (Participation Agreement). In that case, this Investment Statement will be accompanied by a supplement setting out the detailed terms applicable to the employer’s scheme.

The particular terms and conditions of any Participation Agreement may include any provision for contributions by an employer to vest over time, the amount of contributions which the employer is required to make to the Scheme, and any particular fee provisions in relation to an employer’s participation in the Scheme.

If you are participating through an employer, you are entitled to copies of your employer’s Participation Agreement (and copies of any amendments to that agreement) on request. No offer of interest in the Scheme based on a Participation Agreement through an employer may be made unless the Agreement is available free of charge to current and intending participants of an employer’s plan, on request to that employer.

Who is involved in providing it for me?

The name of the Scheme is the Brook Professional KiwiSaver Scheme. It is a defined contribution scheme. This means that members contribute to the Scheme

over time and the benefits payable to them depend on the amount of contributions made either by members alone, or by members in conjunction with their employer, plus any returns on contributions received.

The Scheme commenced on 6 September 2007.

Manager and PromoterBrook has been appointed by the Trustee as the investment manager and administration manager of the Scheme. Brook has delegated the performance of unit pricing, Fund accounting and registry functions in relation to the Scheme to Trustees Executors Limited.

Brook was incorporated in June 2002 as a specialist investment manager. Brook’s ultimate holding company is Macquarie

Group Limited ABN 94 122 169 279, an Australian Company. No person guarantees the performance of the Scheme, the repayment of capital from the Scheme, nor any particular rate of return.

Please refer to Brook’s website www.brook.co.nz for further details about the company, its investment team and philosophy.

Any employer (and its directors) who enters into a Participation Agreement with Brook will also be a promoter of the Scheme in relation to membership offered to its employees. In accordance with the terms of relevant Exemption Notices issued under section 5 of the Securities Act 1978, information regarding the promoters of any such plan will be disclosed in a supplement to this Investment Statement, where relevant, for employees of that employer who apply for membership of the Scheme.

Brook and its directors are promoters of the Scheme in terms of the Securities Act 1978 and regulations under that Act.

At the date of this Investment Statement the directors of Brook are:

Giles Lancelot James Ellis, Auckland, New Zealand;Mark David Ryland, Auckland, New Zealand; andBruce Neil Terry, Mosman, New South Wales, Australia.

Brook’s directors may change from time to time.

Brook and its directors may be contacted at the offices of Brook. At the date of this Investment Statement, Brook’s contact details are as follows:

Brook Asset Management Limited Level 28, Lumley Centre 88 Shortland Street PO Box 7548 Wellesley Street Auckland 1141Telephone: 0800 802 766 Facsimile: 09 377 6429 Email: [email protected]

Brook’s address may change from time to time. Its current address may be obtained from Brook’s website www.brook.co.nz.

All applications for investments in the Scheme and any other correspondence should be forwarded to:

Brook Asset Management Limited Level 28, Lumley Centre 88 Shortland Street PO Box 7548 Wellesley Street Auckland 1141


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CustodianTEA Custodians Limited is the custodian of the Scheme’s assets.

TrusteeThe trustee of the Scheme is Trustees Executors Superannuation Limited (Trustee). The Trustee can be contacted at the Trustee’s principal place of business, which at the date of this Investment Statement is:

Trustees Executors Superannuation Limited Level 12 45 Queen Street PO Box 4197 Shortland Street Auckland 1140

The Trustee’s address may change from time to time. The current address can be obtained from the “Contact us” section of the website www.trustees.co.nz (by clicking on the link for Trustees Executors Superannuation Limited).

The Trustee oversees and is responsible under the KiwiSaver Act for the management and administration of the Scheme and the payment of benefits under the Scheme. The Trustee has delegated the performance of certain administration and investment functions in relation to the Scheme to Brook under the Trust Deed.

At the date of this Investment Statement the Trustee holds a licence under the Securities Trustees and Statutory Supervisors Act 2011.

Responsible investment, including environmental, social, and governance considerations, is not taken into account in the investment policies and procedure of the Scheme as at the date of this Investment Statement.

New legislation has been passed (but does not yet apply to the Scheme) that changes the governance structure for KiwiSaver schemes. The changes must be introduced by the Trustee and the Manager by the end of September 2012. As at the date of this Investment Statement, it is intended that the changes will apply to the Scheme from some time in September 2012.

Once effective, the Manager (Brook) will become the issuer of membership interests and the Trustee will become the external supervisor of the Scheme and will be responsible for the oversight of Brook, as manager, and for custody of the Scheme’s assets.

How much do I pay?Government contributionsKickstart Contribution

The Government will make a contribution, known as the Kickstart Contribution Amount, (as at the date of this Investment Statement $1,000) to the Scheme for your benefit. This will be made approximately three months after your initial contribution if this is the first time you have joined a KiwiSaver scheme or in certain circumstances if you were previously a member of a KiwiSaver scheme but did not receive the $1,000 Government contribution.

Member Tax Credit

If you reside mainly in New Zealand (or are otherwise an employee of the State services serving outside New Zealand or work overseas as a volunteer or for token payment for certain charitable organisations) and are aged between 18 and the End Payment Date (as defined under the heading “What returns will I get?”), you will be eligible for a Member Tax Credit while you are contributing to the Scheme (Member Tax Credit Amount).

At the date of this Investment Statement your Member Tax Credit Amount will equal half of the total contributions you make over the year, up to a maximum of $10 a week or $521.43 a year, depending on your start date with KiwiSaver, how much you have contributed and when you turned 18 years old.

See “What returns will I get?” for the restrictions on withdrawing your Kickstart Contribution Amount and your Member Tax Credit Amount.

Employee contributions

You have the choice of contributing to the Scheme an after-tax amount equal to either 2%, 4% or 8% of your gross salary or wages as defined from time to time in the KiwiSaver Act (Gross Salary or Wages). As at the date of this Investment Statement, this includes salary or wages from employment, including other remuneration such as bonuses and overtime, as well as certain other benefits. The current Government intends that from 1 April 2013, your minimum contribution rate will rise from 2% to 3%.

An Inland Revenue Department (the IRD) form (KS 2) will be supplied to you by your employer, which allows you to select which rate you would like deducted. If you do not select a rate your contribution rate will be an amount equal to 2% of your Gross Salary or Wages. The current Government intends that from 1 April 2013, this default contribution rate will rise from to 3%.

How much do I pay?

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Your employer will deduct the contributions at the applicable contribution rate from each payment of your after tax salary or wages and pay them to the IRD. The IRD will then pay the contributions (with any interest) to the Scheme as soon as practicable, subject to certain limitations, including a three month holding period in respect of contributions made in the first three months of membership of a KiwiSaver scheme.

You can change your current contribution rate to any of the other available contribution rates at any time by notifying your employer accordingly. However, unless your employer agrees otherwise, you cannot change your contribution rate at intervals that are less than 3 months apart.

Employer contributions

Employers must make contributions on behalf of their employees who are contributing to a KiwiSaver scheme or a complying superannuation fund. To be eligible for this compulsory employer contribution, you must be contributing to the Scheme from your salary or wages, be over 18 years of age and must not have reached the End Payment Date. Compulsory employer contributions will equal 2% of your Gross Salary or Wages. The current Government intends that from 1 April 2013, compulsory employer contributions will rise to 3% of your Gross Salary or Wages.

“Gross Salary or Wages” for compulsory employer contributions purposes excludes parental leave payments out of public money and statutory loss of earnings compensation.

An employer can cease making compulsory contributions on behalf of an employee if that employee takes a contribution holiday or the IRD advises the employer to cease contributions.

If the employer contributes to a registered superannuation scheme for an employee’s benefit, then those employer contributions may count towards the compulsory contributions required to be made for the benefit of that employee to a KiwiSaver scheme, provided specific criteria are met.

As at the date of this Investment Statement compulsory employer contributions made to your KiwiSaver scheme (i.e. contributions of up to 2%) are not subject to employer’s superannuation contribution tax (i.e. are payable tax free). From 1 April 2012, employer’s superannuation contribution tax will be levied on all employer contributions (including the compulsory contribution) at your marginal tax rate. This tax will be payable by your employer.

Direct contributionIf you are either:

• self-employed, • under 18, or• between 18 and 65 and not working,

you can join the Scheme by completing the application form attached to this Investment Statement and make direct contributions by cheque, direct credit or by completing the direct debit authority attached to this Investment Statement.

Brook will set minimum investment amounts from time to time. At the date of this Investment Statement, the minimum initial lump sum investment is $2,000, the minimum regular contribution amount is $40 per week and the minimum additional investment amount is $100. Brook reserves the right to vary or waive any minimum contribution amount.

Transferring to the SchemeYou may transfer your benefit from (and cease to be a member of ) another KiwiSaver scheme at any time. The Scheme will arrange the transfer once you have completed and returned the application form attached to this Investment Statement. Also, you can generally transfer balances that you have in superannuation schemes to the Scheme at any time. You should check with the relevant scheme before transferring so that you can consider any fees or charges that may be imposed on any transfer. You may be a member of only one KiwiSaver scheme at any given time.

What are the charges?Entry/exit feeThere are no entry or exit fees charged to investors.

Switching fee

As at the date of this Investment Statement, there are no switching fees payable when investors choose to switch existing scheme entitlements between the Balanced Fund and the Growth Fund.

Membership feeBrook will charge a fee of $2.50 per month ($30 per annum) and debit it against the investment of each member. This fee covers day to day administration of member accounts and maintaining the register for the Scheme, and is paid to Trustees Executors Limited as registrar.

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Management Expense RatioThe Management Expense Ratio (MER) is not a separate fee, but a means of showing all fees, excluding the membership fee, and expenses as a percentage of the average of each Fund’s size over the relevant financial year. The MER for the current financial year, or any future period, is not guaranteed and may be changed by prior notice being provided to members. As at the date of this Investment Statement, the MER for each Fund is capped at 1.30%.

The MER takes into account the following fees and expenses relating to the Fund :

• Management fee;• Trustee’s fee;• Custody and other administration fees; and• legal fees, audit fees and other miscellaneous Fund

expenses.

Management feeAt the date of this Investment Statement Brook is entitled to a management fee of 0.95% (plus GST if any) per annum of the gross asset value (as defined in the Trust Deed) of the Scheme for its services as manager.

The management fee payable to Brook is calculated daily and paid to Brook each month. The method of paying such fees will be determined by Brook from time to time and notified to the Trustee in writing. Brook is also entitled to be reimbursed for costs incurred in discharging its obligations as manager of the Scheme.

To the extent that assets of either Fund are invested in the Brook range of unit trusts from time to time, the Funds will be fully rebated for any management fees charged within those unit trusts, although any performance fee charged by Brook in respect of those unit trusts will remain payable.

Details of the Brook unit trusts in which, at the date of this Investment Statement, the Scheme is invested or may invest (in addition to any other permitted investment of the Scheme) and their applicable performance fees are as follows:

Trust: Brook Tasman (Wholesale ) Fund

Performance target: A composite index comprising 50% NZSX-50 and 50% S&P/ASX-200 index

Performance Fee: N/A

Trust: Brook Walter Scott Global Share Fund

Performance target: MSCI World ex Australia Index

Performance Fee: N/A

Brook may introduce a performance fee in respect of the above unit trusts in the future. Investors can ascertain the level of performance fee paid to Brook by the Scheme by referring

to the financial statements for the Scheme. Trustees Executors Limited will be paid a fee as trustee of the unit trust.

Trustee’s fee

The Trustee is entitled to receive a fee of up to 0.04% per annum of the gross asset value of the Scheme, plus GST (if any), for trusteeship services. This fee will be calculated daily and paid to the Trustee each month, and either deducted from the assets of the Scheme or paid by cancelling units.

Macquarie service fee

As at the date of this Investment Statement, Brook may pay Macquarie Equities New Zealand Limited a service fee from its own funds (i.e. at no extra cost to members) at the rate of 0.25% (including GST) per annum (payable 6 monthly) of the total value of the interest of each member in the Scheme that has been introduced to the Scheme by Macquarie, subject to certain conditions. This service fee arrangement is subject to change at any time.

Custodial and other administration feesTrustees Executors Limited, which is a related company of the Trustee, has been appointed by Brook to perform administration and custodial services for the Scheme and is entitled to receive a fee of up to 0.06% per annum of the gross asset value of the Scheme, plus GST (if any), for performing those services. That fee will be calculated daily and paid each month, and either deducted from the assets of the Scheme or paid by cancelling units. TEA Custodians Limited, also a related company of the Trustee, is nominated as custodian of the Scheme’s assets.

Expenses

Brook and the Trustee are entitled to be reimbursed from the assets of the Scheme for all expenses incurred in connection with operating the Scheme, and the acquisition or dealing with investments.

Subject to the KiwiSaver Act, the Trustee is also entitled to be reimbursed from the assets of the Scheme for costs incurred by it in discharging its obligations as Trustee under the terms of the Trust Deed.

Macquarie Securities New Zealand Limited (a wholly owned subsidiary of Macquarie Group Limited) may act as stockbroker for the Scheme and may receive commission and brokerage in relation to any transactions that it undertakes on behalf of the Scheme.

Brook and the Trustee may recover administration expenses, such as audit and legal fees, from the Scheme, as well as

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liabilities that are recoverable pursuant to the Trust Deed. In joining the Scheme, you accept and authorise these deductions. The actual amount of these expenses cannot be ascertained until they are incurred or realised.

The financial statements for the Scheme will incorporate all the costs borne by the Scheme in the most recent financial year. The costs borne by the Scheme affect returns to members.

The Scheme may be charged fees and expenses for investing in funds issued or managed by investment managers. These fees and expenses may affect members’ returns and will be reflected in unit prices.

No fees will be charged for switching your Scheme entitlements between the Balanced Fund and the Growth Fund.

In calculating the net asset value of a Fund (and accordingly unit pricing), Brook may deduct the amount of such expenses that are payable or reimbursable from the Fund which, in the opinion of Brook, should be deducted for the purposes of making an equitable and reasonable determination of the net asset value of the Fund.

Changes to feesThe Trustees and Manager may change existing fees or impose new fees on giving written notice to members and in accordance with the Trust Deed. Although there is no limit to the amount to which a fee can be amended, under the KiwiSaver Act all fees and expenses charged to you must be reasonable. You can apply to the Court for an order that an unreasonable fee be annulled or reduced. Any such application must be made within one year of the day that the fee is imposed or debited.

What returns will I get?Returns to members are in the form of benefit payments on withdrawal from the Scheme. Subject to the KiwiSaver Act, a member’s Scheme entitlement will be the value of the member’s units in the Scheme less any unvested employer contributions (if any) and any further amount that the Trustee considers appropriate to deduct with respect to costs, expenses, fees or tax payable under the Trust Deed.

Benefit payments to you will be in the form of a lump sum or, where you elect, regular instalments (subject to withdrawal requirements), obtained by withdrawing units either when, or after, you have reached the End Payment Date, which is the later of:

• the qualifying age for New Zealand Superannuation (65 years of age as at the date of this Investment Statement);

and

• the date on which you have been a member of one or more KiwiSaver schemes for a period of 5 years, or have been a member of one or more Complying Superannuation Funds and KiwiSaver schemes for a period of 5 years.

You may also receive a benefit payment if your withdrawal is permitted under the KiwiSaver Scheme Rules (a Permitted Withdrawal).The Trustee has the legal obligation to pay benefits in accordance with the Scheme’s Trust Deed. The Trustee has delegated to Trustees Executors Limited (which is a related company of the Trustee) the obligations of determining whether benefits are payable and arranging for the payment of benefits to or in respect of members, and for transfers to other KiwiSaver schemes or foreign superannuation schemes.

In certain limited circumstances the Trustee may issue a suspension notice which has the effect of suspending the operation of all existing and future benefit requests and payments (either in respect of the Scheme or a particular Fund). Benefit requests and payments affected by the suspension will be processed once the suspension has lifted.

In some cases, your Member Tax Credit Amount cannot be withdrawn from the Scheme. Additionally, you cannot withdraw your Member Tax Credit Amount:

• before you (or your personal representative where necessary) give Brook a statutory declaration stating the periods for which you have had your principal place of residence in New Zealand; or

• to the extent to which Brook or the Trustee has notice that your claim for the Member Tax Credit Amount is wrong, because the periods during which you met that residency requirement were wrongly advised.

End Payment Date WithdrawalOnce you have reached the End Payment Date you may withdraw some or all of your entitlement from the Scheme at any time. This will typically be payable as a lump sum. However, you may also choose to defer such payment or receive regular instalments, subject to a minimum withdrawal amount of $2,500 and a limit of one withdrawal per year.

Purchase of homeYou can make a withdrawal to purchase your first home and may be eligible for a first home deposit subsidy (subject to the conditions described below), once three years or more have passed since:

• the IRD received your first KiwiSaver contributions; or

• you first joined a KiwiSaver scheme (if you have only made direct contributions to the Scheme).

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If you have been a member of more than one KiwiSaver scheme, then the combined membership will count towards the three-year period.

For the purposes of determining whether a member is purchasing their first home, current or previous ownership of a leasehold estate in land is disregarded.

Members who have owned a home before may still be eligible for a first home deposit subsidy or entitled to withdraw their entitlement from the Scheme for the purpose of acquiring a home. A member may be entitled to do this where the member no longer has a share in a property and Housing New Zealand Corporation determines that the member is in the same financial position as a first time home buyer.

You may not make a withdrawal for the purpose of purchasing a home if you have already previously made a withdrawal from the Scheme or another KiwiSaver scheme for this purpose. You may only receive the first home deposit subsidy once.

First home withdrawalThe amount withdrawn:

• must be used to purchase a home that will be your principal place of residence; and

• excludes the Kickstart Contribution Amount and any Member Tax Credit Amount.

You will remain a member of the Scheme and, if you are an employee, you must continue contributing to the Scheme unless you have taken a contribution holiday (see “Can the investment be altered?” on page 17).

If you are part of an employer plan within the Scheme, then your employer’s supplement to this Investment Statement will detail whether your employer’s contributions (or the vested portion of those contributions) can be withdrawn for a first home purchase, and (if so) whether there are any restrictions in that regard.

First home deposit subsidyA first home deposit subsidy is available to members who satisfy certain conditions, including that they intend to live in the house being purchased for six months. Income and house price caps also apply. The first home deposit subsidy is administered by Housing New Zealand Corporation and neither the Manager nor the Trustee has any liability in relation to the subsidy.

As at the date of this Investment Statement, the subsidy is a Crown contribution of $1,000 for each year of contributions (subject to a minimum of three years’ contributions) up to a maximum of $5,000 per member.

For more information please visit www.hnzc.govt.nz. or contact Brook.

DeathOn death, your full Scheme will be paid to your personal representatives.

Significant Financial Hardship and Serious IllnessUnder the terms of the KiwiSaver Act, you may be permitted to withdraw some or all of your Scheme entitlement if either:

• the Trustee is reasonably satisfied on the basis of a recommendation from Brook, that you are suffering or are likely to suffer from Significant Financial Hardship; or

• the Trustee is reasonably satisfied on the basis of a recommendation from Brook, that you are suffering from Serious Illness.

The terms Significant Financial Hardship and Serious Illness are defined in the KiwiSaver Scheme Rules.

Such withdrawal may exclude some or all of the Kickstart Contribution Amount and the Member Tax Credit Amount.

You will need to provide a written request (and, in the case of a withdrawal for Significant Financial Hardship, a statutory declaration of your assets and liabilities). By law, we may request evidence to support your withdrawal request (this may include medical evidence).

Permanent emigrationYou may apply to the Trustee to withdraw from the Scheme after one year has passed since the date you permanently emigrated from New Zealand. However, legislation has been enacted which, once in effect, will not permit KiwiSaver members to withdraw from the Scheme where they permanently emigrate to Australia. Once the legislation is in effect, such members will only be able to transfer their Scheme entitlement to certain Australian superannuation schemes. (As at the date of this Investment Statement, it is not possible to specify the date that this legislation will come into effect as that depends on when equivalent enabling legislation in Australia is passed, however the legislation is expected to take effect by early 2012). Where you are permitted to withdraw from the Scheme following permanent emigration, your Member Tax Credit Amount cannot be withdrawn, and will be repaid to the IRD. However when the legislation relating to permanent emigration to Australia is in effect, members will be able to transfer their Member Tax Credit Amount to the relevant qualifying Australian superannuation scheme.

You may also request the Trustee to transfer your full Scheme entitlement (less your Member Tax Credit Amount) to a foreign superannuation scheme authorised for that purpose by regulations under the KiwiSaver Act. (At the date of this

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Investment Statement no such regulations have been made.)

You will need to provide a completed statutory declaration and other documentary evidence.

On permanent emigration, you are entitled to leave your balance in the Scheme until on or after reaching the End Payment Date and then withdraw the balance as a lump sum.

Transfer to another KiwiSaver scheme

You can only be a member of one KiwiSaver scheme at a time. If you choose to transfer to another KiwiSaver scheme then you must transfer your full Scheme entitlement (including the Kickstart Contribution Amount and the Member Tax Credit Amount). The amount transferred will exclude (if applicable) any unvested contributions from your employer. Although unlikely, you may be asked to transfer to another KiwiSaver scheme - if so, the IRD will provide you with information on options.

Withdrawals required by lawThe Trustee must comply with the provisions of any enactment or order of any Court (such as under a property sharing order under the Property (Relationships) Act 1976) that requires a member to pay some or all of their Scheme entitlement (in accordance with that enactment).

Key factors that determine the returns

Apart from the amount of contributions made by the member, the key factors determining the returns members will get from their investment into the

Scheme are:

(a) the investment performance of the Fund that you have selected for your contributions to be invested in;

(b) the amount of other contributions, including by employers (if any) and any Member Tax Credit Amounts paid;

(c) the amount of the fees referred to in the section What are the charges?; and

(d) taxation – refer to the Taxation section later in this section.

No amount of return on your investment can be promised or guaranteed. The value of your investment will fluctuate upwards and downwards as the value of the underlying investments change.

TaxationReturns to you will be affected by tax laws. This section briefly summarises relevant taxation laws current at the date of this Investment Statement. It is intended as a general guide only and as members have different personal situations their tax obligations will differ - you are encouraged to seek your own tax advice before investing.

The Scheme is a Portfolio Investment Entity (a PIE) and a portfolio tax rate entity as defined in the Income Tax Act 2007. The tax regime applicable to a PIE provides that all taxable income, losses and tax credits related to the Scheme’s investments must be attributed to members in proportion to their daily unit holdings in the Scheme, with tax payable at the prescribed investor rate notified by each member.

The prescribed investor rates of members as at the date of this Investment Statement are as follows:

• 10.5% if you are tax resident in New Zealand and your taxable income, in at least one of the two immediately preceding income years (generally an income year is from 1 April to 31 March), did not exceed:

− $14,000 (excluding PIE income); and

− $48,000 (including PIE income); or

• 17.5% if you do not qualify for the 10.5% rate and your taxable income in at least one of the two immediately preceding income years (generally an income year is from 1 April to 31 March) did not exceed:

− $48,000 (excluding PIE income); and

− $70,000 (including PIE income); or

• 28% for non tax residents and all other individuals.

The Commissioner of Inland Revenue (Commissioner) can require the Manager to disregard a prescribed investor rate notified by a member if the Commissioner considers the rate to be incorrect. In these circumstances, the IRD Commissioner will notify the Manager of a replacement prescribed investor rate that the Commissioner considers appropriate.

If you are still unsure as to how to determine your prescribed investor rate more information is available at http://www.ird.govt.nz/toii/pir/workout/

You must provide your IRD number, your applicable prescribed investor rate and other details to the Scheme on your application. Each year the Scheme will request you to confirm your prescribed investor rate. If you do not notify the Scheme of your IRD number and prescribed investor rate, tax on PIE income attributed to you by the Scheme will be accounted for at the default 28% prescribed investor rate.

The tax payable by the Scheme on the net income attributed to you for any given period will depend on the net income

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attributed to you for that period and your prescribed investor rate. The Scheme will cancel units for no consideration to account for tax on net income attributed to you. If there are excess tax credits for a period, or the Scheme has a loss rather than net income for a period, the Scheme should receive a tax rebate, in which case the Scheme will issue additional units for no consideration to members on account of that rebate.

Fees paid directly by members for ongoing management and administration services that are not offset against PIE income from their Funds for the purpose of tax calculation in the Fund may be deductible and can be included in the member’s personal tax return. In that case you will be provided information to enable you to claim any relevant deduction in your tax return.

If you make a withdrawal or transfer from the Scheme or a switch from one Fund to another Fund, any tax liability on the Scheme’s net income attributable to your investment that has not already been accounted for by the cancellation of units will be deducted from the balance withdrawn, transferred or switched. A partial withdrawal, transfer or switch will be deemed to be a full withdrawal, transfer or switch if the units left are insufficient in value to cover the accrued tax liability, and units will be cancelled on account of the accrued tax liability. Brook will account for the tax on the net income attributed to the remaining members during April each year, also by cancelling units.

If you have provided Brook with the correct prescribed investor rate, the tax paid on income attributed to you by the Scheme will be a final tax. You will not need to file a tax return in respect of your investment in the Scheme. There will also be no impact on family assistance eligibility, student loan repayment obligations or child support payment obligations. If the prescribed investor rate provided to Brook is lower than that applicable, for example if you do not notify Brook when your prescribed investor rate changes or if you cease to be tax resident in New Zealand, then you will be personally liable to pay any resulting tax shortfall (including any penalties and interest) and may be required to file a tax return.

If your prescribed investor rate is lower than the prescribed investor rate that you have notified Brook, the IRD will not refund you the difference.

Generally, gains or losses made by the Scheme on the sale of shares in New Zealand resident companies or Australian resident listed companies (included in the All Ordinaries index) will not be taxable or deductible. The Scheme will pay tax on any dividends received from those shares.

Foreign equities (other than equities in Australian resident listed companies as noted above (except if such are stapled securities)), which generally include investments in foreign

investment funds such as Australian unit trusts, will generally be taxed under the “fair dividend rate” method - the Scheme will be taxed on 5% of the average daily market value of such offshore shares. Dividends from such foreign equities are not taxed separately. Losses on such foreign equities will not be deductible but foreign tax credits may be available for offsetting against tax payable in New Zealand.

Foreign equities offering guaranteed or fixed rate returns and certain other equities will be taxed under the comparative value method (i.e. annual change in market value plus distributions).

Debt securities will be taxed under the financial arrangements rules.

The Manager and the Trustee have broad powers to act at their discretion to ensure that the Scheme remains eligible to be a PIE. This includes, for example, the ability to switch some or all of a member’s units from one Fund to another Fund if that is required to maintain PIE eligibility. This power could be used for example where a member would otherwise hold more than 20% of a Fund.

Taxation legislation and rates of tax change. You should always seek independent professional tax advice on your own personal circumstances.

No guarantee by CrownThere is no guarantee provided by the Crown in respect of the Scheme or any Fund (nor does the Crown guarantee any other KiwiSaver product).

No other guaranteeNeither Brook nor the Trustee, nor any of their respective directors, guarantees the securities offered in this Investment Statement (including the repayment of any capital invested or the payment of any earnings or returns on any capital invested in the Scheme).

What are my risks?

Prospective investors in the Scheme should appreciate that there are inherent risks in investing. Returns are not guaranteed. They are dependent upon the financial

performance of the underlying assets in which the Scheme invests.

The value of an investment in the Scheme can go up as well as down. Therefore, it is possible that you will not recover the full amount invested nor receive any returns on your investment. This may occur where the value of the investments made by the Scheme falls by such an amount that the value of your

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investment in the Scheme is less than your contributions to the Scheme. Some of the factors that can affect Scheme returns are set out below.

Investment markets can move irrationally and can be unpredictably affected by many diverse factors, including political and economic events, and also rumour and sentiment. Investment in the Scheme will typically be a long term investment. There can be no guarantees that the objectives of the Scheme or a Fund will be achieved.

Before investing in the Scheme, you should carefully consider the risk factors which may affect returns and your ability to recover money invested in the Scheme.

The significant investment risks for the Scheme are discussed below. These risks described below are not exhaustive. Brook cannot eliminate all risks and cannot promise that the ways it manages them will always be successful. A financial adviser can explain these risks in detail as well as tailor advice to suit your needs and objectives. If these risks eventuate the capital value of your investment in the Scheme could significantly fall.

Each of the Funds described in this Investment Statement has different investment characteristics. These different investments and different characteristics mean that each Fund may be more exposed to a particular risk or may be likely to exhibit greater volatility.

As well as the risks of each particular product, you should also consider how an investment in a product fits into your overall portfolio. Diversification of your investment portfolio can be used as part of your overall portfolio risk management strategy and may help limit your exposure to failure or underperformance of any one investment, manager or asset class.

The significant investment risks for the Scheme are:

• Market risk: Refers to changes in prices of securities in which the Scheme invests that may result in loss of principal or large fluctuations in the value of a member’s interest in the Scheme within short periods of time. Factors that drive changes in prices of securities include changing profitability of companies and industries, economic cycles, volume of securities issuances, investor demand levels, business confidence and government and central bank policies.

• Volatility risk: Is the potential for the prices of the Scheme’s investments or the unit price of a Fund in the Scheme to vary, sometimes markedly and over a short period of time. As an indicator of risk, the greater the volatility of returns the more likely it is that returns will differ from

those expected over a given period. Investments in equity securities are traditionally towards the higher end of the risk-return spectrum. This may lead to fluctuations in the unit price of a Fund and/or the value of a member’s interest in the Scheme, including fluctuation over the period between a request for a benefit or transfer to be paid being made and the time of the benefit or transfer being paid. Between 2007 and 2009, equity markets experienced sharp declines and heightened volatility, with some markets experiencing volatility at very high levels. Investing in periods where highly volatile conditions exist implies a greater level of risk for investors than an investment made in a more stable market. You should carefully consider this additional volatility risk before making an investment in the Scheme.

• Currency risk: Is the risk that fluctuations in exchange rates between the New Zealand Dollar and foreign currencies in which the Scheme’s investments are denominated may cause the value of the Scheme’s investments to decline significantly if not hedged back to the New Zealand dollar (Brook has the discretion to hedge this exposure). Therefore your investment in the Scheme may be fully exposed to currency risk. Currency hedging by Brook in the Scheme may also increase the risk of loss in the Scheme.

• Manager risk: Refers to the risk that the Manager and/or the Manager’s investment strategy will not achieve its performance objectives or not produce returns that compare favourably against its peers. Many factors can negatively impact the Manager’s ability to generate acceptable returns from its security selection process e.g. loss of key staff.

• Company specific risk: Risk is inherent in a particular company’s performance due to factors that are pertinent to that company, the sector of the market to which the company belongs, or the share market generally. These factors may cause a company’s return to be substantially below that of the market and where the Scheme has been exposed to that stock, may reduce the value of a member’s interest in the Scheme.

• Derivative risk: Derivatives are financial instruments that are used to obtain or reduce market exposures. They can potentially be used to create leveraged positions, where exposures are obtained that are greater than the value of assets required to support them. As the market value of derivatives positions are variable, gains or losses can be incurred, and can be greater than unleveraged positions.

• Country risk: Refers to the potential adverse political, economic or social developments affecting the return on an investment in that country. Examples are political

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instability, recession and war. The Scheme is exposed to country risk since it may invest in emerging as well as developed countries. Any investment in emerging market countries is likely to carry a higher country risk than developed countries.

• Liquidity risk: Particular investments may be difficult to purchase or sell, preventing the Scheme from closing out its position or rebalancing within a timely period and at a fair price. While every effort is made for the Scheme to be able to satisfy all benefit payment or transfer requests as they arise, the nature of the underlying securities means that in certain circumstances (e.g. if trading in a particular security is restricted or suspended in a market) benefit payments and transfers may not be able to be fully met as they arise.

• Concentration risk: Is the risk that poor performance in a group of stocks common to a particular region, industry, or other grouping to which the Scheme has material exposure, will significantly affect the performance of the Scheme.

• Default risk: A default by a counterparty or issuer could have an adverse effect on the Scheme. Counterparties may include futures exchanges, banks and issuers of securities invested in by cash funds. Issuers include deposit takers and issuers of debt and hybrid securities. Issuer default risk concerns the failure to pay the interest and/or repay the principal of a security or deposit. This risk is generally greater for issuers with lower credit ratings.

• Fund risk: Is the risk that the Scheme, or an underlying fund in which the Scheme has invested could terminate, the fees and expenses for the Scheme or underlying fund could change, or that key investment professionals could change. There is also the risk that investing in underlying funds may give different results than investing individually because of the income and capital gains accrued in an underlying fund and the consequences of investment and withdrawal by other investors.

• Interest rate risk: Generally, an increase in interest rates will increase the costs of obtaining finance, which could directly and indirectly decrease the value of an investment in the Scheme.

• Changes of law and other statutory restrictions: Changes to laws or their interpretation, including taxation and corporate regulatory laws could have a negative impact on the returns of members in the Scheme. In certain circumstances, statutory or internal Macquarie Group imposed restrictions may preclude the acquisition or disposal of securities by the Scheme. Without limitation, this includes where the acquisition would cause the

Macquarie Group’s aggregated holdings in a company (including holdings that the Macquarie Group is required to aggregate) to exceed applicable takeover thresholds. In addition, where, due to such restrictions, there is limited capacity to acquire particular securities, the Scheme will not have priority over any member of, or any other fund associated with, the Macquarie Group to acquire those securities. Such restrictions may result in an adverse effect on the value of the Scheme’s investments due to the Scheme being unable to enter into positions or exit positions as and when desired.

• Borrowing risk: The Trustee, on the direction of Brook, may, subject to the provisions of the Trust Deed, borrow (currently up to 20% of the value of the Scheme’s assets). If the Scheme borrows to invest, the potential gains and losses are likely to be accentuated.

• PIE status: If the Scheme loses its PIE status, then the Scheme would be taxed as a widely held superannuation scheme rather than under the PIE regime (and the tax treatment of members in the Scheme would differ accordingly).

Due to the above risk factors and the effect of fees, if you make a Permitted Withdrawal or transfer to another KiwiSaver scheme shortly after joining this Scheme, it is reasonably foreseeable that you may not receive, in full, the value of contributions made to the Scheme.

Personal liability

There are no circumstances in which you will be obliged to pay any further money, apart from your agreed contributions and any tax liability attributed to you over and above the amount in your account(s) and any tax liability you incur personally as a result of advising the wrong prescribed investor rate or failing to advise Brook when your prescribed investor rate changes or if you cease to be tax resident in New Zealand.

Consequences of insolvencyIt should be noted that investment into the Scheme is not an investment into Brook itself. Your money goes into a pool of funds that is controlled by the Trustee on your behalf. Brook is merely the investment manager. In the unlikely event that something happened to Brook, the Trustee would transfer management of the funds to another manager.

You have no liability in the event that the Scheme is wound up or should Brook or the Trustee become insolvent.

If the Scheme is wound up, the secured and other creditors of the Scheme will rank ahead of members for repayment. Members will receive a proportionate share of assets of the Scheme after all creditors’ expenses (including outstanding

17


fees and any remuneration payable to Brook and the Trustee) have been paid. The claims of members will rank equally between themselves.

Can the investment be altered?Membership detailsChanges to your membership details may be made by writing to Brook Asset Management Limited, PO Box 7548 Wellesley Street, Auckland 1141.

ContributionsYou can change your current contribution rate to any of the other available contribution rates at any time by notifying your employer accordingly. However, unless your employer agrees otherwise, you cannot change your contribution rate at intervals that are less than 3 months apart.

The new contribution rate will apply to the next salary or wage payment after your employer receives that instruction.

You are entitled to take a contribution holiday if your contributions are made by deduction from salary or wages, by applying to the IRD after you have been contributing for at least 12 months, or if you are suffering serious financial hardship. Should this be relevant to you, either your employer or Brook can provide you with more information.

Subject to the minimum additional investment amount ($100) you can make additional contributions at any time and from time to time. For more information see the section headed How much do I pay?

Switching Funds

You can choose to switch your existing Scheme entitlements between the Balanced Fund and the Growth Fund. Refer to the “Taxation” section set out under the heading, “What returns will I get?” for details of the tax consequences of switching. As at the date of this Investment Statement there is no switching fee payable

Amendments to the Trust DeedThe Trust Deed can be altered by Brook and the Trustee in certain circumstances. Amendments to the Trust Deed must comply with the KiwiSaver Act and section 9 of the Superannuation Schemes Act 1989. These Acts provide that no amendment can be made which would have the effect of:

• reducing, postponing or otherwise adversely affecting

the benefits (whether vested, contingent or discretionary) that may in due course flow from, or are attributable to, membership of the Scheme up to the date the amendment is made; or

• removing any right of members to participate in Scheme management;

• increasing the contributions, fees or charges payable by any member (though Scheme fees can be increased in accordance with the Trust Deed without amending the Trust Deed); or

• providing for the reversion of any assets of the Scheme to an employer to any greater extent than already provided for in the Trust Deed,

without the written consent of every member who would be adversely affected by the amendment.

These restrictions on amendments to the Trust Deed also extend to any amendments to an employer’s Participation Agreement (as the provisions of that Agreement comprise part of the Trust Deed).

Removal and Retirement of the Trustee and Manager

The Trust Deed requires that the Scheme must have as a trustee a corporate body.

Brook may remove the Trustee from office:

(a) with immediate effect, by written notice, if it reasonably believes that the Scheme will be adversely affected by the Trustee continuing to hold office; or

(b) on giving the Trustee not less than 120 business days’ written notice of removal.

The Trustee may retire on giving Brook not less than 120 business days’ written notice.Brook shall ensure a replacement trustee is appointed with immediate effect following that Trustee’s removal from office. Any replacement trustee must hold a licence in respect of interests in the Scheme under the Securities Trustees and Statutory Supervisors Act 2011.

Brook may retire as investment and administration manager of the Scheme by giving the Trustee at least 90 days prior written notice. The Trustee may, by giving at least 90 days’ notice in writing to the Brook, terminate the appointment of Brook as the investment and administration manager of the Scheme. From the effective date of retirement or termination, Brook shall be discharged from its obligations and duties under the Trust Deed (other than duties and obligations incurred before

18

the effective date of retirement or termination). The Trustee must procure the appointment of a replacement manager for the Scheme from the effective date of Brook’s retirement or termination as manager of the Scheme.

Changes to fees

Brook and the Trustee may alter any fees as described under “What are the charges?” without requiring any amendment to the Trust Deed. Written notice must be given to members before any fees are increased. Members or the Scheme (as the case may be) will be required to pay any such altered fees and charges. However, under the KiwiSaver Act, all fees and expenses charged to members must be reasonable and members have rights to apply within one year to the Court for an order that an unreasonable fee be reduced.

Changes to investment strategy, policy and objectives of the Funds

The investment strategy, policy and objectives of each Fund can be varied from time to time by Brook in accordance with the Trust Deed. If Brook proposes to alter the investment policy in relation to a Fund in a manner which materially affects existing members, it will, before effecting any such alteration, give written notice to the members.

The Trustee may determine at any time to close the Scheme to new investment.

Change in legislationThe KiwiSaver and PIE regimes are offered under legislation, certain aspects of which, such as the required contribution rate and the circumstances in which benefits may be withdrawn and the types of transactions that are taxed, are prescribed by law and may change from time to time. This may impact on your membership of the Scheme.

How do I cash in my investment?WithdrawalsYou can make a request for a withdrawal by writing to Brook Asset Management Limited, PO Box 7548, Wellesley Street, Auckland 1141. Please confirm the basis for your withdrawal and provide any additional material needed to support your application.

Withdrawals from the Scheme can be made in the circum-stances set out under the heading “What returns will I get?”. Refer to the “Taxation” section set out under the heading “What returns will I get?” for details of the tax consequences of withdrawals.

The Trustee may defer payment of a Permitted Withdrawal where, due to certain circumstances arising (for example, political or market conditions), the Trustee forms the opinion that it is not practicable, or would be materially prejudicial to members, for such withdrawals to be made.

Withdrawal requests are irrevocable. Payment will be made to your nominated bank account.

As at the date of this Investment Statement, there are no exit fees payable on withdrawal.

Assignment or transfer of your interest in the SchemeYou are not permitted to sell, assign or transfer your interest in the Scheme to another person, unless required by the KiwiSaver Act or the provisions of any enactment.

Winding up the SchemeThe Scheme can be wound up if:

• Brook resolves to do so in writing; or

• the Trustee is of the opinion that the Scheme is or will be unable to fulfill its purpose, the Scheme ceases to have any beneficiaries, or the winding-up of the Scheme is otherwise required by law, and the Trustee resolves that the Scheme should be wound up; or

• if the Financial Markets Authority or a Court directs.

On winding up, the Trustee will transfer your Scheme entitlement (less any expenses and claims of creditors) to another KiwiSaver scheme of your choice. If you do not choose a scheme and your employer does not have a chosen KiwiSaver scheme, your Scheme entitlement will be transferred to a default KiwiSaver scheme assigned by IRD.

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Who do I contact with inquiries about my investment?If you have any inquiries about the Scheme, please write to Brook:

Brook Asset Management Limited Level 28, Lumley Centre 88 Shortland Street PO Box 7548 Wellesley Street Auckland 1141

For general enquiries or to find out the value of your Scheme entitlement you can call Brook on 0800 802 766 during normal business hours, email Brook at [email protected] or visit our website at www.brook.co.nz. Should you contact Brook or the Trustee please provide your Scheme membership number.

Is there anyone to whom I can complain if I have problems with the investment?In the first instance, please direct any complaints about your investment to your investment adviser (if you have one) or directly to Brook. Brook can be contacted at the address and other contact details for Brook set out above under the heading “Who do I contact with inquiries about my investment?”.

In the event that neither the investment adviser nor Brook is able to resolve your complaint, you may choose to contact the Trustee at:

Trustees Executors Superannuation Limited Level 12 45 Queen Street PO Box 4197 Shortland Street Auckland 1140

Telephone: 09 308 7100 Facsimile: 09 308 7101

The Manager and the Trustee are members of an independent dispute resolution scheme provided by Financial Services Complaints Limited (FSCL) and approved by the Ministry of Consumer Affairs.

If your complaint is not resolved within 40 days after contacting Brook or the Trustee, or if you are dissatisfied with the proposed resolution, you can refer your complaint to FSCL at:

13th Floor 45 Johnston Street Wellington PO Box 5967 Lambton Quay Wellington 6145

(Call free) 0800 347 257 (Wellington): 04 472 FSCL (472 3725)

Further information about referring a complaint to FSCL can be found at www.fscl.org.nz.

If you have a complaint that the Scheme is not being operated in accordance with the KiwiSaver Act, or that the financial position of the Scheme, or the security of the Scheme’s entitlements, or the management of the Scheme, is inadequate, you can complain to the Financial Markets Authority via the ‘contact us’ section of its website at www.fma.govt.nz or by contacting it as follows:

Financial Markets Authority Level 8, Unisys House 56 The Terrace PO Box 1179 Wellington 6140

Telephone: 04 472 9830 Facsimile: 04 472 8076

What other information can I obtain about this investment?Further information about the Scheme, Brook, and the Trustee is contained in the Trust Deed, the registered prospectus, and the financial statements of the Scheme. These documents will be available for inspection, without fee during normal business hours, at Brook’s offices, the address of which is set out above under the heading “Who do I contact with inquiries about my investment?”.

You can also obtain copies of the prospectus and the most recent financial statements of the Scheme free of charge on request in writing, or by telephone, to Brook at:

Telephone: 0800 802 766 Facsimile: 09 377 6429 Email: [email protected]

The Trust Deed, prospectus, financial statements of Brook and the Scheme and other documents of, or relating to the Scheme, are filed (in accordance with the statutory requirements as to timeframes) on the Companies Office public register, and copies of certain documents may be viewed (if available) on the website at www.business.govt.nz/companies under “Search the Register”/”Search Other Registers”.

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Annual informationEach year, members will be sent a copy of the Scheme’s annual report, including the Scheme’s summary financial statements, an auditor’s report in respect of those summary financial statements and a summary of amendments made to the Trust Deed since the date of the last annual report (if any).

Brook will also send members each six months, a statement of their Scheme entitlements and an investment commentary. Members will also receive, annually, a personalised statement showing the amount of each type of contribution received by the Scheme during the year and the member’s accumulation at the end of the Scheme year.

Where permitted by law, documents provided to members may be provided by electronic means, including by attachment to, or as a hyperlink in, an email.

Additional informationMembers will receive confirmation of receipt of any contributions made directly to the Scheme (i.e. not via the IRD), and may request from Brook, at the address shown earlier in this section, free of charge:

• a copy of the current unit prices;

• their member account history; and

• a statement showing an estimate of their Scheme entitlements in accordance with the requirements of the Securities Act 1978.

How to applyTo apply for an investment in either of the Funds of the Scheme please complete the application form attached. To ensure your details are recorded correctly, please print clearly and ensure you sign the application form.

Payment or voluntary contributionDirect CreditApplication money may be deposited into the ‘TEA Custodians Limited O/A Brook Asset Management Limited’ account number 02-0500-0650675-000, reference surname, initials and account number (if known). If paying by this method, the application form must be faxed to Brook Asset Management

Limited on 09 3776429. The original application form must then be sent to Brook Asset Management Limited, PO Box 7548, Wellesley Street, Auckland 1141.

ChequesPlease make your cheque payable to “Brook Professional KiwiSaver Scheme”, crossed ‘not transferable account payee only’ and forward to Brook Asset Management Limited at PO Box 7548, Wellesley Street, Auckland 1141, along with your completed application form.

Identity verificationWhere an initial payment is not made by way of a personal cheque, a direct debit authority or through the IRD, Brook is required to verify the identity of all persons who apply to the Scheme.

In those circumstances, details (and a photocopy) of any two of the following documents must be provided:

• New Zealand passport;

• New Zealand Driver’s Licence;

• Credit card with a photograph;

• Firearms licence;

• Foreign identity card;

• Birth certificate;

• Marriage certificate; and/or

• Document evidencing a bank account in your name (e.g. a deposit slip).

Investing on behalf of a minor (18 years and under)

If you are aged 16 or 17, and wish to apply to join the Scheme, both you and a legal guardian are required to co-sign the application form (unless you have no legal guardian). If you are aged under 16, you can only apply to join the Scheme where all your legal guardians sign the application form.

A birth certificate will be enough to identify a child. A second form of identification will not be required.

Completed application formsPlease send your completed application form, direct debit authority form (if applicable) and any cheque to:

Brook Professional KiwiSaver Scheme c/o Brook Asset Management Limited PO Box 7548 Wellesley Street Auckland 1141

We will send you confirmation of your membership within 10 working days.

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Investor DetailsInvestor Name:

TITLE SURNAME FIRST NAMES

BIRTH / / IRD NO.

Prescribed Investor Rate (Please tick appropriate box): 10.5% 17.5% 28%Refer to page 13 of the Investment Statement to determine your applicable rate. If an elected tax rate is not selected, 28% will apply.

Postal Address

POSTAL ADDRESS

POSTCODE

HOME PHONE ( ) BUSINESS PHONE ( ) FAX ( )

MOBILE ( ) EMAIL ADDRESS

If you are employedIf you are employed your regular contributions will be made by your employer. If you wish to invest an additional amount directly, please contact Brook.

Elected contribution rate (as a percentage of your Gross Salary or Wages): 2% 4% 8%

Employer details

COMPANY NAME

POSTAL ADDRESS

POSTCODE

PAYROLL EMAIL ADDRESS

BUSINESS PHONE ( ) EMPLOYER’S IRD NUMBER

Brook Professional KiwiSaver Scheme Application FormThis is an application to invest in the Brook Professional KiwiSaver Scheme

This is a voluntary contribution Account number (if known) BK_______________

This is a change of address advice This is a change of PIR advice

Please mail this application form, together with your cheque (if applicable) made payable to “Brook Professional KiwiSaver Scheme” and any other relevant documentation to:

Brook Asset Management Limited, PO Box 7548, Wellesley Street, Auckland 1141.

OFFICE USE ONLY: / /

DATE

DATE OF

PAGE 1 OF 2

Evidence of Identity Provided (Please tick appropriate box) Personal cheque or by direct debit from your personal account

Other (Additional evidence is required – please refer to ‘Identity Verification’ in the Investment Statement)

ADVISER’S STAMP

22

Investment details The Brook Professional KiwiSaver Scheme offers the option of investing your contributions in either the Balanced Fund or the Growth Fund. You must select the Fund in which your contributions will be invested and you may only invest in one Fund at a time (see page 6 of the Investment Statement for more information).

Please select how your contributions will be invested: (Please tick appropriate box)

Balanced Fund Growth Fund

Transfers from other New Zealand superannuation schemesIs this a transfer from:

another KiwiSaver scheme?

NAME OF SCHEME

ACCOUNT NO.

a registered superannuation scheme?

NAME OF SCHEME

ACCOUNT NO.

I apply to transfer my benefit from the above scheme to the Brook Professional KiwiSaver Scheme. I authorise the manager or the trustee of the transferring scheme to provide to Brook or the Trustee of the Brook Professional KiwiSaver Scheme any of my personal information as necessary to complete the transfer of my benefits to the Brook Professional KiwiSaver Scheme.

If you are not employedIf you are not employed (self-employed, under 18, retired, etc) you will invest directly with Brook. Please complete the amount of your initial investment. Minimum $2,000.

Initial investment $ (Please make the cheque payable to ‘Brook Professional KiwiSaver Scheme’.)

Voluntary contribution To make an initial investment or voluntary contribution, please enter the amount below and make your cheque payable to “Brook Professional KiwiSaver Scheme” or if paying by direct credit refer to page 20 under the subheading ”Payment or voluntary contribution”:

Initial investment or voluntary contribution $(Please make the cheque payable to ‘Brook Professional KiwiSaver Scheme’.)

Identity verificationIf your initial contribution to the Scheme is not made by way of a personal cheque, a direct debit authority or through the IRD, Brook must verify your identity.

In those circumstances, please provide a photocopy of two of the following:

• New Zealand Passport Marriage Certificate• New Zealand Drivers Licence Birth Certificate• Firearms licence Credit card with photo• Evidence of bank account International Drivers

in your name Licence

A Birth Certificate will be enough to identify a child. A second form of identification will not be required.

Do you already have an investment with Brook? Yes No

The Privacy Act 1993This statement relates to the personal information that you are providing to Brook Asset Management Limited (Brook) by way of this application and any subsequent personal information which you may provide in the future. The personal information you have supplied may be used by Brook and the Trustee (and related entities thereof ) for the purposes of enabling Brook to arrange and manage your investment, and to contact you in relation to your investment. Brook will provide you (on request) with the name and address of any entity to which information has been disclosed. You have the right to access all personal information held about you by Brook. If any of the information is incorrect, you have the right to have it corrected. You acknowledge that you are authorised to provide personal information on behalf of the applicant and evidence of this authority is provided (in the case of a parent/guardian/other providing information about the applicant). You agree that your name and address may be used by Brook to provide you with newsletters and other information about the Scheme and other products and services.

Email useI consent to receiving financial statements, and other documents which the Trustee or Brook are required to send to me, electronically at the email address on this form, or other email address advised to Brook. If no email address is supplied, financial statements and other documents which the Trustee or Brook are required to send to me will be mailed to my postal address.

DeclarationI have read and retained a copy of the attached Investment Statement dated 1 November 2011 for the Brook Professional KiwiSaver Scheme (“the Scheme”) and agree to be bound by the terms and conditions of the Trust Deed. I agree to the terms outlined above in relation to the Privacy Act and the supply of personal information. I understand that the Scheme is a vehicle for long-term investment and as the Scheme invests in listed shares, the value of my investment is liable to fluctuations and may rise and fall from time to time. I understand the manner in which the fees will be deducted from my investment.

I understand that investments in the Scheme are not deposits with, or other liabilities of, Macquarie Bank Limited (MBL) or of any other Macquarie Group company and are subject to investment risk, including possible delays in repayment and loss of income or principal invested. I understand that neither the Trustee, MBL, Brook, any other member of the Macquarie Group nor any other person guarantees the performance of the Scheme or the repayment of capital from the Scheme or any particular rate of return.

Signature of applicant Date / /(not required where applicant is under 16 years of age)

Signature of guarDian Date / /(required in addition to the applicant’s signature where the applicant is 16 or 17 years of age, unless the applicant has no legal guardian)

Signature of all guarDianS Date / / (required where the applicant is under 16 years of age)

Brook Professional KiwiSaver Scheme Application Form

PAGE 2 OF 2

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Investor Details NEW AMENDMENT Investor Name:

TITLE SURNAME FIRST NAMES

Regular Investment Start Date Regular Investment Amount Regular Investment Frequency (minimum $40) (please circle)

/ / $ Weekly Monthly Quarterly

I have read and retained a copy of the attached Investment Statement dated 1 November 2011 for the Brook Professional KiwiSaver Scheme and agree to be bound by the terms and conditions of the Trust Deed.

Bank InstructionsName of Account to be Debited

Account Details

BANK/BRANCH

ADDRESS (PO BOX)

TOWN/CITY

Information to Appear in My Bank Account Statement To be completed by Investor

PAYER PARTICULARS PAYER CODE PAYER REFERENCE

Customer AuthorisationI authorise you, until further notice in writing, to debit my account with all amounts which Brook Asset Management Limited (hereinafter referred to as the Initiator) the registered Initiator of the above Authorisation Code, may initiate by Direct Debit.I acknowledge and accept that the bank accepts this authority only upon the conditions listed on the reverse of this form.

AUTHORISED SIGNATURE DATE / /

For Bank Use Only

APPROVED DATE RECEIVED RECORDED BY CHECKED BY BANK STAMP

Brook Professional KiwiSaver Scheme Direct Debit Authority

B R O O K A S S E T

BANK BRANCH ACCOUNT NUMBER SUFFIX

AUTHORITY TO ACCEPT

DIRECT DEBITS(Not to operate as an

Assignment or agreement)

AUTHORISATION CODE

0 2 1 4 2 7 1

ACCOUNT NUMBER (if known) BK

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1 The Initiator:(a) Regular Fixed Amounts

The Initiator undertakes to give written notice to the Acceptor of the commencement date, frequency and amount at least 10 calendar days before the first Direct Debit is drawn, (but not more than 2 calendar months). In the event of any subsequent change to the frequency or amount of the regular Direct Debits, the Initiator has agreed to give written notice at least 30 days before the change comes into effect.

Where the Direct Debit system is used for the collection of payments which are regular as to frequency, but variable as to amounts, the Initiator undertakes to provide the Acceptor with a schedule detailing each payment amount and each payment date.

(b) May, upon the relationship which gave rise to this Authority being terminated, give notice to the Bank that no further Direct Debits are to be initiated under the Authority. Upon receipt of such notice the Bank may terminate this Authority as to future payments by notice in writing to me.

2 The Customer may:(a) At any time, terminate this Authority as to future payments by giving written notice of termination to the Bank and to the Initiator.

(b) Stop payment of any Direct Debit to be initiated under this Authority by the Initiator by giving written notice to the Bank prior to the Direct Debit being paid by the Bank.

(c) Where a variation to the amount agreed between the Initiator and the Customer from time to time to be direct debited has been made without notice being given in terms of clause 1(a) above, request the Bank to reverse or alter any such Direct Debit initiated by the Initiator by debiting the amount of the reversal or alteration of a Direct Debit back to the Initiator through the Initiator’s Bank provided such request is made not more than 120 days from the date when the Direct Debit was debited to my/our account.

3 The Customer acknowledges that:(a) This Authority will remain in full force and effect in respect

of all Direct Debits made from my account in good faith notwithstanding my debt, bankruptcy or other revocation of this Authority until actual notice of such event is received by the Bank.

(b) In any event this Authority is subject to any arrangement now or hereafter existing between me and the Bank in relation to my account.

(c) Any dispute as to the correctness or validity of an amount debited to my account shall not be the concern of the Bank except insofar as the Direct Debit has not been paid in accordance with this Authority. Any other disputes lie between me and the Initiator.

(d) The Bank accepts no responsibility or liability for the accuracy of information about payments on Bank Statements.

(e) The Bank is not responsible for, or under any liability in respect of:

• any variations between notices given by the Initiator and the amounts of Direct Debits;

• the Initiator’s failure to give written advance notice correctly nor for the non-receipt or late receipt of notice by me for any reason whatsoever. In any such situation the dispute lies between me and the Initiator.

(f ) Notice given by the Initiator in terms of clause 1(a) to the debtor responsible for the payment shall be effective. Any communication necessary because the debtor responsible for the payments is a person other than me is a matter between me and the debtor concerned.

4 The Bank may:(a) In its absolute discretion conclusively determine the order of priority of payment by it of any monies pursuant to this or any other Authority, cheque or draft properly executed by me and given to or drawn on the Bank.

(b) At any time terminate this Authority as to future payments by notice in writing to me.

(c) Charge its current fees for this service in force from time to time.

Conditions of this Authority

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Glossary“Benchmark” is the portfolio’s default allocation to each asset class. Brook may change the allocation to any asset class. The amount of any shift from the benchmark allocation is restricted by the percentages shown as “Range”. The term Benchmark may also refer to the market index that a portfolio is compared to. The performance of a New Zealand share portfolio for example, is often compared to the NZX-50 index that measures the performance of the largest 50 companies listed on the New Zealand stock exchange.

“Brook” is Brook Asset Management Limited.

“Brook Tasman (Wholesale) Fund” means the unit trust established under a supplementary deed dated 30 April 2007 (as amended by the Amendment Deed dated 10 September 2007 pursuant to the Brook Unit Trusts Master Trust Deed and of which Trustees Executors Limited is the trustee, and Brook is the manager and promoter.

“Brook Unit Trusts Master Trust Deed“ means a trust deed for the Brook Asset Management Limited unit trusts, a master trust deed between Trustees Executors Limited and Brook governing existing unit trusts and providing for the establishment of new unit trusts, dated 10 June 2004 and amended by amendment deeds dated 10 September 2007 and 19 March 2008.

“Brook Walter Scott Global Share Fund” means the unit trust established under a supplementary deed dated 7 July 2009 pursuant to the Brook Unit Trusts Master Trust Deed and of which Trustees Executors Limited is the trustee, and Brook is the manager and promoter.

“Cash” is the term used for funds on call at a registered bank or short term bank deposits (generally less than 7 days).

“Derivatives” are financial instruments whose price is dependent on one or more underlying assets. Underlying assets may be Growth Assets or Income Assets. Derivatives can be used for speculative purposes or for hedging. Examples of derivatives include forward exchange contracts, interest rate swaps, warrants, sharemarket index futures, commodity futures and share options.

“Dollar Cost Averaging” occurs when a fixed dollar amount is invested regularly over time. The fixed amount will purchase less of an asset when the price rises, but more of an asset when prices drop.

“End Payment Date” has the meaning given to that term under the heading “What returns will I get?” on page 11.

“Growth Assets” include company shares, listed property trusts, direct property, commodities, hybrids, warrants and

stapled securities. Asset values are dependent on a variety of factors such as company profitability and growth potential, general economic growth rates, changes to the business environment, political changes or supply issues.

“Hedge” in financial markets means to put in place a strategy that limits or completely offsets changes in one aspect of an asset’s value. In the case of currencies, this means entering into a transaction whereby changes in the value of an offshore asset are not affected by changes in the value of the currency involved. For example, if a Fund holds US company shares, the value of the New Zealand dollar against the US dollar could be hedged so that changes in the currency exchange rate have little or no impact on the value of the share holdings. The Fund’s exposure is restricted to the value of the shares. It sounds somewhat complicated, but in modern financial markets, it is actually a fairly standard transaction.

“IRD” means the Inland Revenue Department.

“Income Assets” generally pay a rate of interest and have a fixed value on a fixed maturity date. Their values may fluctuate but they are usually less volatile than Growth Assets. Assets in this category include government bonds, bank bills, corporate bonds, mortgages, mortgage backed securities and floating rate notes. Another term often used to describe Income Assets is “Fixed Interest”.

“KiwiSaver Act” means the KiwiSaver Act 2006.

“KiwiSaver Scheme Rules” means the rules applying under the KiwiSaver Act.

“Member Tax Credit Amount” is the credit (if any) payable in respect of your contributions to the Scheme.

“Scheme” is the Brook Professional KiwiSaver Scheme.

“Trust Deed” is the trust deed for the Scheme dated 6 September 2007 (as amended on 7 March 2008).

“Trustee” is Trustees Executors Superannuation Limited.

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Manager/PromoterBrook Asset Management Limited

Level 28, Lumley Centre

88 Shortland Street

PO Box 7548

Wellesley Street

Auckland 1141

Telephone: 0800 802 766

Facsimile: 09 377 6429

Email: [email protected]

Website: www.brook.co.nz

Directors of Brook (Promoters of the Scheme)

Giles Lancelot James Ellis

Mark David Ryland

Bruce Neil Terry

TrusteeTrustees Executors Superannuation Limited

Level 12

45 Queen Street

PO Box 4197 Shortland Street

Auckland 1140

AuditorPricewaterhouseCoopers

188 Quay Street

Private Bag 92162

Auckland 1142

Solicitor for the TrusteeDLA Phillips Fox

50-64 Customhouse Quay

PO Box 2791

Wellington 6140

Solicitor for BrookLowndes Jordan

Level 22, The ANZ Centre

23-29 Albert Street

Auckland 1141

RegistrarTrustees Executors Limited

Level 5

10 Customhouse Quay

PO Box 409

Wellington 6140

Directory

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Brook Asset Management LimitedLevel 28, Lumley Centre

88 Shortland Street

PO Box 7548

Wellesley Street

Auckland 1141

Telephone: 0800 802 766

Facsimile: 09 377 6429

Email: [email protected]

Website: www.brook.co.nz

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