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1 Page 1 prospectus Scheme Full Name Brooklands (NZ) Superannuation Scheme No. 1 Scheme Trustee Brooklands Trustees (NZ) Limited prospectus Date 16th June 2014 Page 2 prospectus Brooklands (NZ) Superannuation Scheme No. 1 Dated 16th June 2014 This Index is in accordance with Schedule 6 of the Securities Regulations 2009 This prospectus is dated 16th June 2014 A signed copy of the prospectus together with copies of the documents required by section 41 of the Securities Act 1978 was delivered to the Registrar of Financial Service Providers for registration under section 42 of the Securities Act 1978.

2 Legislation referred to in this prospectus can be viewed online at Any undefined terms contained in this prospectus shall have the same meaning as set out in the Trust Deed. 1. CONTENTS 1. Contents .. 2 2. Description of Scheme .. 4 Name & Registration of the Scheme .. 4 Particulars of the Scheme .. 4 UK Pension Funds .. 4 Portfolio Investment Entity .. 5 3. Superannuation Trustees .. 5 Registered & Contact Addresses .. 6 Important Information .. 6 Administration Manager .. 7 Connected Parties and Independence.

3 7 4. Managers, Promoters, Auditors, and Advisers .. 7 The S he e s KeLJ E tities .. 7 The Investment Provider Key Entities .. 8 Brooklands International Platform .. 8 Investment Managers and Custodians for Investment Portfolios .. 9 5. Description of Scheme and its Development .. 9 Summary of the principal terms of the Trust Deed .. 9 Eligibility .. 9 Application for membership .. 10 Cessation of membership .. 10 Member's Account .. 10 Funding of Member Account .. 10 Limits .. 10 Making Payments.

4 11 Cooling Off Period .. 11 Transfers .. 11 Funding by In-Specie Transfer of Assets .. 12 The Trustee .. 12 GST on Fees .. 12 Appointment and Removal of Trustee .. 12 Powers and Duties of Trustee .. 12 13 Amendment to the Trust Deed .. 13 Page 3 Termination of the 13 Annuities .. 14 Payment of benefits on 14 Bankruptcy of beneficiary .. 14 Infancy or incapacity of beneficiary .. 15 Permitted withdrawals or benefits .. 15 Payment on Normal Retirement Date withdrawal .. 15 Death .. 15 Early withdrawal benefit.

5 15 Early payment due to Hardship .. 15 Trustee's discretion .. 15 Members' liability .. 15 6. Investment objectives and 16 Re ui e e ts to Ope a I est e t .. 16 The Investment Provider Key Entities .. 16 Investment Manager Options .. 16 ARIA Capital Management Investment Options .. 16 ARIA Investment Portfolio Building Blocks .. 19 Cash Fund .. 31 ARIA Portfolio Investment Returns for the Period 1 October 2012 to 30 September 2013 .. 32 Change to investment objectives and policy .. 32 7. Summary of financial statements.

6 33 Statement of Net Assets .. 33 Statement of Changes in Net Assets .. 33 Statement of Cash Flows .. 34 Notes to the Financial Statements .. 34 8. Guarantors .. 35 9. Acquisition of business or equity securities .. 35 10. Interested persons .. 35 Trustee .. 35 Administrator .. 35 General .. 36 11. Material contracts .. 36 Investment Provider Contracts .. 36 12. Pending proceedings .. 36 13. Other terms of offer and Scheme .. 36 Establishment 37 Annual fee .. 37 Transfer in / out to another scheme.

7 37 Payment of benefits .. 37 Platform Charges .. 38 ARIA Investment Management Charges .. 38 Professional Fees .. 38 Alteration of fees .. 38 General .. 39 14. Financial statements and auditor's report .. 39 15. Places of inspection of documents .. 39 16. Other material matters .. 40 Transfers of UK Tax-Relieved Scheme Funds to the Scheme .. 41 Page 4 Tax .. 41 Portfolio Investment Entities .. 42 New Zealand tax residents .. 42 Non-New Zealand tax residents .. 42 General .. 42 QROPS .. 43 17. Superannuation trustee's statement.

8 44 18. T ustee s Ed e utio .. 44 Appendix 1: Brooklands (NZ) Superannuation Scheme No. 1 Glossary of Terms .. 45 Appendix 2: Brooklands (NZ) Superannuation Scheme No. 1 Fee Summary .. 49 Appendix 3: Brooklands (NZ) Superannuation Scheme No. 1 Investment Options .. 50 2. DESCRIPTION OF SCHEME KEY INFORMATION The S he e is alled the B ookla ds NZ Supe a uatio S he e No. The Scheme was established by Trust Deed in Wellington on 11th November 2010 The Scheme is a Defined Contribution Superannuation Scheme The Scheme is listed as a QROPS with HMRC in the UK and is able to receive UK pension transfers The S he e is egiste ed as a Po tfolio I est e t E titLJ i Ne Zeala d The Investment Portfolios and building blocks of the portfolios are described within this section The Ope i est e ts a e a aila le i Appe did at the e d of this do u e t

9 A d a e pu lished o thlLJ The ability to change the available investments remains with the Trustee The Scheme has a 30th September balance date NAME & REGISTRATION OF THE SCHEME The scheme is called the Brooklands (NZ) Superannuation Scheme No. 1 which is a Superannuation Scheme established by Trust Deed dated 11th November 2010 in Wellington, New Zealand and registered as a superannuation scheme under Section 6 of the Superannuation Schemes Act 1989 with effect on and from 20th June 2011 the Scheme.

10 PARTICULARS OF THE SCHEME The Scheme is a Defined Contribution scheme, which means that the value of each e e s holdi gs i the s he e is e ual to the amount contributed or transferred into the scheme, consisting of cash and the value of the investments, less any fees, expenses, applicable taxes, other liabilities and benefit withdrawals attributed to the Member and the scheme plus or minus investment performance. The Scheme is operated in accordance with the Deed and Rules of the scheme, as may be amended and updated from time to time, in accordance with the legislation of New Zealand, and where necessary, the legislation and regulations of other jurisdictions.