ANZ Portfolio Manager ARSN ANZ Portfolio Manager. ANZ Portfolio Manager Responsible Entity ANZ Managed Investments Limited

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1 ANZ Portfolio Manager ANZ Portfolio Manager ARSN ANZ Portfolio Manager Responsible Entity ANZ Managed Investments Limited ABN Issue Number 7 This document was lodged on 10 February 2003 and expires 28 February 2004

2 Contents ANZ Portfolio Manager 1 Features and benefits 1 Information at a glance 2 About the Responsible Entity 3 Determining your risk profile 4 How to invest 6 How your ANZ Portfolio Manager operates 6 ANZ Portfolio Manager vs direct investment 13 the differences Regular Investment Plan 14 Fees and expenses 15 Taxation information 17 Your rights and liabilities as an investor 19 Rights and liabilities of the Responsible Entity 20 Customer service 20 Further information 21 Directors 26 Application form instructions 27 Lodgement locations 28 Application form 29 Transaction/Alteration form 35 Direct Debit request form 39 Switch request form 41 Important notes An investment made under the Prospectus represents an investment in the ANZ Portfolio Manager. ANZ Managed Investments Limited (ANZMI) ABN (also referred to as us, we, our and Responsible Entity ) is the Responsible Entity of ANZ Portfolio Manager and a wholly owned subsidiary of ING Australia Pty Limited (ING Australia) ABN Investors should understand that investments in ANZ Portfolio Manager do not represent deposits or other liabilities of: (i) Australia and New Zealand Banking Group Limited (ANZ) ABN or any of its related corporations (ANZ Group); (ii) ANZMI; or (iii) ING Australia, ING Bank (Australia) Limited ABN or any other company in the ING Group (collectively referred to as ING). Investments are subject to investment risks, including possible delays in repayment and loss of income and capital invested. Neither ANZMI, ANZ Group, or ING in any way stand behind the capital value or performance of ANZ Portfolio Manager nor will the ANZ Group or ING (other than ANZMI), have any liability to investors. ANZMI is the issuer of this Prospectus and, except for the preparation of those parts of the Prospectus in which its expert advisers were also involved, the Responsible Entity is wholly responsible for its contents. Expert advisers may also have responsibility for those parts of the Prospectus in which they were involved. Neither ANZ Group or ING support or guarantee the obligations of ANZMI nor are they responsible for any statements or information contained in this Prospectus. A copy of this Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 10 February ASIC accepts no responsibility as to contents of this Prospectus. No application will be accepted, and no interests issued until 7 days (or 14 days if ASIC directs) after 10 February 2003, when this Prospectus was lodged with ASIC. This Prospectus expires on 28 February No applications will be accepted on the basis of this Prospectus after 28 February The offer to which this Prospectus relates is available only to persons receiving this Prospectus (electronically or otherwise) in Australia.

3 ANZ Portfolio Manager Features and benefits In order to maintain a worry-free and independent lifestyle, now and in the future, it is important to have a well-structured investment portfolio. ANZ Portfolio Manager is designed to make it easier for you to maintain a more diversified and flexible portfolio than if you were to make your investments directly. Currently with more than 40 investment funds to choose from, it gives you the opportunity to select funds that will meet your needs. ANZ Portfolio Manager is a master trust that pools investors funds to gain the benefits of diversification. By utilising the ANZ Portfolio Manager, you can also enjoy the following benefits: Choice You can choose from a range of over 40 investment funds to suit your investment needs. Diversification Your money can be diversified across a range of investment sectors, such as shares and bonds, managed by a variety of fund managers. 1 ANZ Portfolio Manager Flexibility You can change your investment portfolio mix at any time to meet your changing investment needs or to reflect changing economic conditions. Expertise ANZ Portfolio Manager combines quality client service from ANZ Managed Investments Limited with the investment knowledge and expertise of a wide range of fund managers. Consolidated statements You will receive regular statements that consolidate all your investments within ANZ Portfolio Manager so you can easily monitor their performance. Consolidated tax reporting Once a year, you will receive a tax statement to assist you or your accountant to prepare your tax return.

4 Information at a glance 2 ANZ Portfolio Manager For detailed information on your investment options, please refer to the underlying Investment Fund List for each of the investment options available. Minimum initial investment Minimum additional investment Portfolio Manager Account $25,000 No minimum $5,000 No minimum Investment option within a Portfolio Manager Account Minimum withdrawal No minimum No minimum Minimum balance $10,000 No minimum Money Manager Account (MMA) Target balance investor set ($500 minimum) Not applicable Upper threshold investor set ($750 minimum) Lower threshold investor set ($0 minimum) If no nomination, the defaults outlined on page 8 apply Regular Investment Plan Minimum contribution $250 per month Not applicable Fee Plan A Fee Plan B Initial entry fee (page 15) Nil 5.0% Investment fee (page 15) where the initial investment or while the subsequent net value of your account is $300,000 or more Nil Nil Not applicable where the initial investment is less than $300, % pa on the Nil net value of your account for the first three years Regular payments Exit fee (page 15) Switching fee (page 16) Service fee (page 15) From your MMA monthly, quarterly, half yearly or yearly Nil Nil From 1.62% pa to 0.60% pa on the net value of your account (excluding the balance in your MMA) Refer to underlying disclosure documents and Investment Fund List Not applicable Nil Refer to underlying disclosure documents Expense fee (page 15) 0.29% pa on the net value of your account Refer to underlying disclosure documents Management Expense Ratio Income (page 7) refer to page 24 Invested into your MMA Refer to underlying disclosure documents Invested into your MMA Note: the above information for each Portfolio Manager Account is applicable for the duration of this Prospectus. Details of the maximum fees payable under the ANZ Portfolio Manager Constitution are shown on page 15. The basis of charging fees is explained on page 15.

5 About the Responsible Entity ANZ Managed Investments Limited ANZ Managed Investments Limited (ANZMI) is the Responsible Entity of ANZ Portfolio Manager. ANZMI is a wholly owned subsidiary of ING Australia Pty Limited (ING Australia). The Responsible Entity: issues invitations to invest, (such as this Prospectus), processes applications, and selects the investment options and buys and sells authorised investments as instructed by the investor; 3 ANZ Portfolio Manager manages ANZ Portfolio Manager; holds investments of ANZ Portfolio Manager itself or through custodians or securities services; pays proper expenses; processes withdrawals and switching requests; calculates the value of investments at least once each business day; keeps the investor register, accounting and other records; convenes and organises any investor meetings; determines the exercise of votes attaching to investments; undertakes to run ANZ Portfolio Manager properly and efficiently; provides ongoing client service; and upon termination of the ANZ Portfolio Manager will sell investments, pay liabilities and expenses and distribute the net proceeds to investors. ING Australia ING Australia is one of Australia s leading fund managers and life insurers with approximately $38 billion in assets under management and 2,000 staff. ING Australia is a joint venture between the global ING Group, which owns 51%, and one of Australia s major banks, ANZ, which owns 49%. ING Australia provides a broad range of financial products and services through an extensive network of professional financial advisers and financial institutions. ING Group ING Group is one of the world s largest wealth managers with more than 50 million customers, $800 billion in assets under management and 110,000 staff. ING Group s global head office is in Amsterdam, The Netherlands, with operational headquarters around the world including Sydney, Australia.

6 Determining your risk profile 4 ANZ Portfolio Manager Choosing your investment The provision of investments available through the ANZ Portfolio Manager or any other investment information in this Prospectus should not be taken as the giving of investment advice by ANZMI as it is not aware of your investment objectives, financial position and particular needs. No action should be taken on any information in this Prospectus without consideration of your particular financial circumstances and investment objectives. The key to mastering risk is to be comfortable with the highs and lows your investments may experience over a defined period of time. With ANZ Portfolio Manager you can find an investment solution to suit your investment goals at a level of risk and return that you are comfortable with. Finding your balance Risk means different things to different people. Even the simplest of investments has inherent risks. Balancing the amount of risk you are prepared to take with the return you want is the challenge all investors face. The risk/reward trade-off Generally, you trade-off higher returns for investment security. This means an investment such as shares will offer higher potential returns, however they are perceived as a riskier investment than term deposits as they are subject to the ups and downs of the sharemarket. Similarly an investment in a term deposit will usually offer lower potential returns, and it is less volatile. For information regarding the risk and return characteristics of the investment funds available through ANZ Portfolio Manager, please refer to the separate Investment Fund List. What type of return you seek When deciding what type of return you want from your investment you should consider your need for a regular income from your ANZ Portfolio Manager account versus your desire for long-term capital growth. Income from your investment is received via distributions which may include dividends, interest and realised capital gains. You may direct that the distributions be paid to you, or that they are reinvested back into the trust. Investment time frame a crucial issue Deciding how long you are prepared to invest your money is crucial to the type of investment you choose. Sectors with highly volatile returns are inherently more risky if investment is short-term. An investment over a longer time frame is more likely to recover from the lows and enjoy the highs. Diversification a good mix Diversity in your investments or a good investment mix, will help you to realise your goals and potentially moderate the risk of lower investment returns. By spreading your investments across different sectors such as shares, property, bonds and cash, you reduce your exposure to risk. Factors which assist in reducing risk may include obtaining professional advice on investments that correlate with the investors financial situation, individual needs and investment objectives, diversifying investments and keeping money invested for the individual funds recommended time frame. For more information on the investment sectors or help in working out your levels of risk, contact your financial adviser.

7 HIGH Investor risk profiles Moderately aggressive Aggressive Your priority is higher long-term capital growth through investing in growth assets. In return for taking more risk, you accept a higher possibility of negative returns in any one year. You seek to maximise long-term growth by investing in higher risk growth assets. You accept the possibility of greater volatility and associated short-term capital losses to achieve potentially higher returns over the long-term. 5 ANZ Portfolio Manager Relative return Balanced You seek a balance of growth and income and accept the possibility of a negative return in any one year, associated with investing in growth assets. Moderately conservative You accept some risk through a diverse portfolio, in return for some capital growth. LOW Conservative You want to maintain the capital value of your investment, and are prepared to accept lower returns for lower risk in your investments. LOW Relative risk HIGH Statement of risk According to the funds chosen, investments are subject to various risks, including: fluctuation in market prices for tradeable investments such as shares and bonds; the performance of individual investments; inflation, interest and exchange rate movements; borrowing (if borrowing occurs); investing in futures, options or other derivative contracts to manage risk; change in government policies and Acts; judgment and skill of personnel responsible for investment strategy and implementation; future changes in fees (subject to the Constitution); and changes in an investor s personal needs. Each fund aims to provide capital growth, or income, or a mix of both, although capital losses are possible.

8 How to invest How your ANZ Portfolio Manager operates 6 ANZ Portfolio Manager You can invest in ANZ Portfolio Manager by completing the Application attached to this Prospectus. The minimum initial investment under this Prospectus is $25,000. Additional investments can be made in minimum amounts of $5,000 by completing a Transaction/Alteration form attached to the Application section of this Prospectus. Alternatively, regular investments of $250 per month can be made. You should be aware that when you make regular investments you may not have the current disclosure document for the underlying investment fund. We recommend you consult your financial adviser before investing in ANZ Portfolio Manager. The Responsible Entity will arrange for the purchase of units in the investment funds you nominate on your behalf. For the life of this Prospectus, no minimum investment amount will apply to an investment in any particular underlying investment fund. For assistance in making a selection which matches your risk profile, see your financial adviser. Effective date of transactions Application via this Prospectus requires payment by cheque, forwarded to GPO Box 5306, Sydney NSW Correctly completed Application forms (and cheques) and other transaction requests received by noon Sydney time will generally take effect on the same business day. Correctly completed payment or transaction requests received by the Responsible Entity after noon Sydney time will generally take effect the following business day. Business day means any day on which banks are open for business in Melbourne. For details of how the prices which will apply to units bought and sold by the Responsible Entity on your behalf are determined, please refer to page 10. Keeping you informed To keep you up to date with your investments, you will receive: confirmation of investment and other transaction confirmations; consolidated quarterly statements; consolidated annual statement of your position and investment; audited annual financial report (unless you advise otherwise); annual tax statement; and you can also choose to receive any or all of the communications, which the Responsible Entity receives in relation to the investments made on your behalf by notifying us in writing. Daily unit prices can be obtained from or by telephoning ANZ Investor Link Any time you want to access information on your ANZ Portfolio Manager Account, simply phone The range of functions include: information relating to balances; transaction history; distribution details; and other services, such as changing your Telecode or access to ANZ Phone Banking. If you have any queries about ANZ Investor Link, please talk to our Customer Service Consultants between 8.00am and 8.00pm Sydney time, Monday to Friday (excluding national public holidays).

9 Your Money Manager Account Interest income When you open an ANZ Portfolio Manager Account, an individual Portfolio Manager Account is established in your name. Within your Portfolio Manager Account, a separate transaction sub-account, known as your Money Manager Account (MMA), is also established. All cash transactions relating to your Portfolio Manager Account will be conducted through your MMA. Your MMA balance is invested in an interest bearing deposit issued by ANZ. Interest earned on the balance of your MMA accrues each day and is credited to your account monthly. Government and account keeping fees with respect to the underlying investment of the MMA are deducted prior to the crediting of interest. The Responsible Entity may, at any time, invest the MMA in any other cash vehicle it considers suitable, with or without prior notice to you. ANZ Portfolio Manager Account Distributions As an investor you are entitled to receive any distributions from the investment funds within your ANZ Portfolio Manager Account. Distributions are paid to the Responsible Entity of ANZ Portfolio Manager, who is required to allocate distributions to investors Portfolio Manager Accounts (having regard to the method by which they were allocated to the Responsible Entity). The Responsible Entity will pay your share of distributions it receives into your MMA. Reinvestment of income received will only be used to purchase additional units in underlying investment funds, in accordance with your directions, when the balance in your MMA exceeds your upper threshold limit. Funds selected from the current Investment Fund List will pay income distributions according to the details set out in the applicable underlying disclosure documents. You should be aware that at the time of reinvestment of your income you may not have the current disclosure document for the underlying investment fund. How does your MMA operate? 7 ANZ Portfolio Manager Responsible Entity fees and charges All cash inflows and outflows relating to transactions within your Portfolio Manager Account pass through your MMA. Investors deposits withdrawals MMA Cash will flow into your MMA when: you invest money into ANZ Portfolio Manager (including money you invest under a regular investment plan); Investments ad hoc or regular Earnings and redemptions Investments the investments held in your Portfolio Manager Account pay distributions; interest is paid on the balance of your MMA; investments held in your Portfolio Manager Account are redeemed or switched and funds are received from the underlying responsible entity; and automatic rebalancing of your MMA occurs (see below). Cash will flow out of your MMA when: you withdraw money from ANZ Portfolio Manager (including money you withdraw as regular payments); fees and charges are deducted; you instruct us to purchase investments for, or investments you hold already are transferred to, your Portfolio Manager Account; and automatic rebalancing of your MMA occurs.

10 8 ANZ Portfolio Manager Your target balance Retained within the MMA is an amount representing your target balance. You can set your target balance as a dollar amount, or as a percentage of your Portfolio. While you continue to be an investor in ANZ Portfolio Manager, the target balance of your MMA will remain at the amount or percentage initially set, unless you tell us otherwise. The minimum target balance will default at a minimum dollar amount of $500. You will be given 30 days notice of any change to the default minimum balance. If you set your target balance as a percentage of your Portfolio, the amount required within your MMA will fluctuate in line with the movement of the value of your investments, and as cash is added to and withdrawn from your MMA. As a guide you should consider having sufficient funds to cover three months of regular outflows from the MMA when setting your target balance. In most cases this figure would need to take into account fees and regular payments. Automatic transaction limits To avoid the need to make numerous small investment transactions to comply with the target balance requirements, we have established thresholds or limits beyond which investment transactions will occur automatically. Setting transaction limits You can set your upper and lower threshold limits as a dollar amount or as a percentage of your total Portfolio value. There is a minimum upper threshold of $250 above your target balance. There is no minimum lower threshold. If you do not nominate an upper level, we will set it as your target balance plus $250. Similarly, if you do not nominate a lower threshold, we will set it at $250 under your target balance. Where your MMA falls below your lower threshold: no additional investments will be purchased on your behalf; and we will redeem sufficient investments (in accordance with your Drawdown Authority) to bring your MMA balance back up to your target balance. The minimum value of investments redeemed will be approximately $250. When the balance of your MMA exceeds your upper threshold: we will purchase additional investments on your behalf (in accordance with your Investment Authority) to return your account to your target balance. The minimum value of investments purchased will be approximately $250. Your account will be checked weekly to ensure it is within your lower and upper threshold balances. All transactions initiated to return your account to your target balance will be completed in accordance with your Investment and Drawdown Authorities. You should be aware that redemption of your investments may incur capital gains tax, and in certain circumstances, income tax. Balance and limits Defaults Lower threshold Target balance Upper threshold You nominate $ or % (min. $0) You nominate $ or % (min. $500) You nominate $ or % (min. $750) Your target balance less $250 $500 Your target balance plus $250 Note: All limits must be expressed consistently as either a dollar amount, or percentage of your total Portfolio value.

11 Your Investment Authority When you set up your Portfolio Manager Account you are required to complete the Investment Authority details in the Application form. The Investment Authority sets out your investment fund selection. It also does the following: directs investment of all additional one-off investment deposits; and directs automatic investment purchases when the upper threshold of your MMA is exceeded. When you fill out the Application form, the Investment Authority section requires details of: the names of the funds selected by you for investment; their fund codes; and the individual investment percentages for each fund (as part of the total Portfolio excluding the MMA target balance). The Investment Authority amounts must be expressed as a percentage and must add up to 100%. All investments will be made according to the original Investment Authority unless a Temporary Investment Authority is used or the Investment Authority is changed. If any investments listed on the Investment Authority are fully sold then the Investment Authority must be changed to reflect this. An investor may alter their existing Investment Authority at any time by using the Transaction/Alteration form at the back of this document. See section on one-off transactions. Your Drawdown Authority The Drawdown Authority directs the withdrawal of funds from your investments in the Portfolio Manager Account. The Drawdown Authority is also used to top up your MMA balance. If funds are in the MMA then these are taken first upon payment of fees and regular payments. Once your MMA balance falls below its lower threshold, then the units will be redeemed as directed by your Drawdown Authority to return the MMA to its target balance. All withdrawals will be made according to the original Drawdown Authority unless a Temporary Drawdown Authority is used or the Drawdown Authority is changed. All withdrawals will be made in order of the funds specified in the Drawdown Authority. It is recommended you nominate a minimum of two to three funds. If you nominate one fund only and there are insufficient assets available to make a drawdown, such as a one-off withdrawal, then the transaction will not be processed and delays will occur. When you fill out the Application form, the Drawdown Authority section requires details of: the names of the funds selected by you for withdrawals; their fund codes; and the drawdown order you have nominated for redemptions from the selected funds. Up to a maximum of 10 funds can be nominated for the Drawdown Authority. If any investments listed on the Drawdown Authority are fully sold then the Drawdown Authority should be changed to reflect this. 9 ANZ Portfolio Manager You may alter your existing Drawdown Authority at any time by using the Transaction/Alteration form at the back of this document. See section on one-off transactions.

12 10 ANZ Portfolio Manager One-off transactions If you wish to make a single or series of one-off transactions in ANZ Portfolio Manager you must use the Transaction/Alteration form in the back of this Prospectus. This form can be used for: additional investments; variations to Investment Authority; changes to MMA target balance; variations to Drawdown Authority; and full or partial withdrawals from your MMA or directly from your investments. Variations to the Investment and Drawdown Authority can be made either on a temporary or replacement basis. When making additional investments other than on the form attached to this or a current Prospectus, you should note that you may not have the current Prospectus or the current underlying disclosure document. You should keep this Prospectus and any updates for future reference when making investments. If you want to make additional investments after this Prospectus expires, you will need to obtain a current Prospectus which is available free from us or your financial adviser. Dollar Cost Averaging The price of investments can fluctuate, which makes it hard to pick the right time to buy. By using Dollar Cost Averaging on lump sum deposits, you can spread your investments over a period of time. This will mean the average price you pay will not be the highest, or the lowest, but somewhere in between. Dollar Cost Averaging works in the following way: the total amount you wish to invest is paid into your MMA using your Investment Authority; you specify the period over which you wish to invest (for example, three to five years), the frequency of purchases (such as monthly, quarterly, half yearly or yearly) and the amount to be invested each time (minimum of $1,000); while your Dollar Cost Averaging Plan is in place, rebalancing of your MMA will not apply; and Dollar Cost Averaging does not involve any additional Administration fees. Having a Dollar Cost Averaging Plan in place in no way restricts you from making other investments in ANZ Portfolio Manager. As the MMA will not rebalance while Dollar Cost Averaging is in place, you must ensure sufficient funds are available in your MMA to cover fees and regular payments during the time Dollar Cost Averaging is operating. Please ensure you add the amount of fees and regular payments to the total amount of funds you are investing for Dollar Cost Averaging purposes. Buying and selling investments The Responsible Entity will generally process investors requests to buy and sell units in investment funds on a daily basis. We generally value investment funds held in your ANZ Portfolio Manager Account daily. Units held in each investment fund that you have selected will normally be valued using the latest available withdrawal price, advised to us by the responsible entities of the underlying funds. Unit prices are determined by the responsible entity of an investment fund and may vary, reflecting changes in the value of an investmen option s underlying investments, fees and other trust expenses. The net value of your ANZ Portfolio Manager Account is the value of your investment fund less the amount of any fees payable. Buy price When you instruct us to acquire, on your behalf, units in any investment fund we will request the responsible entity of that fund to process your instructions. Units will be acquired at the issue price at the time the purchase is processed by the responsible entity of the investment fund in which you wish to invest. Sell price When you instruct us to sell the units you hold in an investment fund we will request the responsible entity of that fund to process your instruction. Units will be withdrawn at the withdrawal price applicable at the time the responsible entity of the fund processes the request. Transaction cost allowance Due to the nature of their investments, responsible entities of the underlying investment funds in which you choose to invest incur transaction or acquisition costs. These costs are ordinarily associated with the purchase and sale of a particular asset such as shares or units in underlying investment trusts. In essence, these are the costs that investorswould have to pay if they bought and sold their own shares or underlying fund units.

13 Issue and redemption prices of underlying funds are often determined by adding or subtracting an amount of money (known as a transaction cost allowance) to the unit price. This is reflected in the difference between the issue and redemption price of the underlying investment fund. The transaction cost allowance will reflect the actual costs of transacting in the underlying investment assets held by the Trusts at each valuation date. This allowance is not a fee received by us, but rather an amount paid into the underlying investment funds to allow the transaction costs to be spread fairly across all investors over time. Daily unit prices can be obtained by telephoning between 8.00am to 8.00pm Sydney time, Monday to Friday (excluding national public holidays) or from Withdrawing or switching between funds You can withdraw money according to your Drawdown Authority or switch between funds at any time without fees. Withdrawals can be taken from your MMA or directly from your investments. If a withdrawal is made from your MMA and there are insufficient funds to cover your request, or your request causes the balance to fall below your lower threshold, units in your underlying investments will be sold. You select the order in which your investments are sold see section 10 of the Application form. The date of any switch or withdrawal will generally be the day on which a correctly completed request is received by ANZMI at, Level 17, 347 Kent Street, Sydney NSW 2000, prior to noon Sydney time. Switch and withdrawal requests received after noon Sydney time will generally be deemed received the following business day. Withdrawal payments will generally be made within seven days after the Responsible Entity has received the correctly completed withdrawal request form. Payment may be delayed by underlying responsible entities or other circumstances beyond the control of the Responsible Entity. When switching between funds, units will be withdrawn at the prevailing exit price from the investment fund you are switching from, and new units will be issued at the prevailing entry price. There will generally be a period of several days between the sale of your existing investment and the reinvestment of the proceeds to the investment fund that you are entering. Your request to switch from or sell units in an investment fund must be expressed in dollars, units or represent your total holding in the investment fund. The request to switch to or buy into the investment fund into which you are switching, must be expressed as a percentage allocation of the full amount of the proceeds realised. 11 ANZ Portfolio Manager Partial withdrawals are not available if the total value of your Portfolio Manager Account is less than $10,000. If you wish to make a full or partial withdrawal from any of your investments please complete the Transaction/Alteration form which is attached to this Prospectus. Switching may have tax implications we recommend you seek professional advice prior to switching between funds. You can withdraw your investment at any time, by completing the Transaction/Alteration form on page 35, or switch between funds by lodging the Switch Request form on page 41. Please telephone our Customer Service Centre on should you require the forms to be sent to you.

14 12 ANZ Portfolio Manager Suspension The Responsible Entity may also determine it is in the interest of the investors to suspend the withdrawal of any ANZ Portfolio Manager Account where it is impracticable for the Responsible Entity to calculate the value of the relevant Portfolio Manager Account. Reasons may include: closure of, or trading restrictions on stock or securities exchanges, an emergency or other state of affairs; declaration of a moratorium in a country where an investment fund invests; any other circumstance outside the reasonable control of the Responsible Entity; or Regular payments Regular payments may be made from your MMA, on a monthly, quarterly, half-yearly or yearly basis. These payments must be paid into your nominated account. The regular payment amount cannot be set at an amount greater than your nominated lower threshold in your MMA. If you nominate an amount greater than your MMA lower threshold, the regular payment will be adjusted to be no more than your lower threshold. If there are insufficient funds in your MMA to make your regular payment, the payment will not be made until sufficient units in your investments can be withdrawn. as permitted under the Corporations Act. An investor s redemption request lodged during any period of suspension is deemed to be lodged immediately after the end of the suspension. Switches by facsimile You may effect switches by facsimile using the Switch Request form on page 41. Instructions by facsimile Each investor releases, discharges and indemnifies ANZMI, ING Group and ANZ from and against all actions, proceedings, accounts, claims, demands, losses and damages arising from, or in any way relating to, ANZMI, ING Group or ANZ in good faith acting on or accepting any instructions (including instructions to switch or withdraw investments) received by facsimile transmission which are, or purported to be, signed by the investor or any authorised signatory of the investor, or in the case of joint investors, by any of them.

15 ANZ Portfolio Manager vs direct investment the differences Fees and charges Investing through ANZ Portfolio Manager No entry fee is charged by the responsible entity of the underlying investment funds you choose. The ongoing fees charged by the Responsible Entity of ANZ Portfolio Manager are additional to those charged by the responsible entities of the investment funds you choose. Please refer to pages 15 to 16. Fees charged by the responsible entities of investment funds are based on wholesale rates which are generally lower than those for retail investments. Our fees and charges are drawn from your MMA. Investing in your own name Any entry fee charged by a responsible entity of an investment fund is based on the amount you invest in that fund. An entry fee will generally be charged at retail rates. Any entry or ongoing fees that are charged on a sliding scale are also likely to be higher than fees negotiated with the responsible entities of investment funds available through ANZ Portfolio Manager. 13 ANZ Portfolio Manager Switching For the life of this Prospectus, you can switch all or part of your investment between the investment funds offered through ANZ Portfolio Manager without entry or exit fees. The Responsible Entity is, however, entitled to charge a switching fee (please refer to page 16). While you can generally switch money between investment funds offered by the same responsible entity, you may be required to pay entry, exit or switching fees. Registered holder The registered holder of your units in an investment fund is the Responsible Entity of ANZ Portfolio Manager. You will be treated for tax purposes asifyou held the assets directly because of the nature of your control. Where you invest directly in investment funds, the investment will generally be held in your name. You will be assessed directly on any income and capital gains. Income Income from the investment funds you have chosen is credited to your Portfolio Manager Account by the Responsible Entity. Income is calculated and paid to you by the responsible entity of the investment fund. Voting rights, notices and reports and accounts The Responsible Entity holds the voting rights in respect of the investment funds you have chosen and therefore receives notices of meetings or changes in investment policy or fees issued by the responsible entity of each investment fund. The Responsible Entity will receive all reports (including audited accounts) required to be sent to investors in accordance with the Constitution and Corporations Act. You may request that these be forwarded to you. The Responsible Entity is entitled to attend and vote at unitholders meetings. You hold the voting rights in your investment funds and you will receive directly from the responsible entity of those funds, all notices of meetings or changes in investment policy or fees. You will also receive all reports (including audited accounts) unless requested otherwise, required to be sent to investors in accordance with the Constitution and Corporations Act. You will be entitled to attend and vote at unitholders meetings. Transaction advices and reporting You will receive directly from the Responsible Entity of ANZ Portfolio Manager confirmation of all your purchases, sales and switches of investment funds. You will also receive quarterly consolidated reports on all your investments (including valuations), yearly tax statements and other information including distributions received by the Responsible Entity and fees and charges relating to your Portfolio Manager Account. You may obtain an up to date valuation of your investments on request. You will receive confirmation of your transactions, distributions and tax statements directly from the responsible entity of each investment fund in which you invest. The current price of units in a fund can be obtained from the responsible entity of that fund. Money Manager Account All investment income, fees, charges, switches or withdrawals go through your MMA. Your MMA offers you a competitive cash rate of return to ensure your money is always working for you. All transactions on your investment are undertaken by you from your bank account.

16 Regular Investment Plan 14 ANZ Portfolio Manager The Regular Investment Plan allows you to build your investment with regular investments over time. You can add $250 or more to your investment each month. You should be aware that when you make regular investments you may not have the current disclosure document for the underlying investment fund. This amount is invested into the funds nominated on your Investment Authority, subject to the minimum threshold in your MMA being maintained. This is to avoid an automatic rebalance occurring at the next weekly balance check. The Responsible Entity reserves the right to withdraw the Regular Investment Plan for any ofthe funds by giving not less than thirty (30) days prior written notice to investors in those funds. Benefits of the Regular Investment Plan Convenient as funds are withdrawn directly from your bank account. Ability to invest a smaller amount of money on a regular basis. Flexible so you can change the amount of your regular investment at any time. How does the Regular Investment Plan operate? Each month we debit your bank account with the regular investment amount you have nominated. This amount is then used to buy additional units in the funds nominated in your Investment Authority, depending on the target balance of your MMA. Units in underlying funds are issued in accordance with the terms of the current disclosure document at the time of issue. Reporting Every quarter, a distribution advice that includes a transaction statement will be sent to you. This will provide an updated record of your Regular Investment Plan. A current Prospectus will be sent to you on or before expiry of this Prospectus to assist you in reviewing your Regular Investment Plan. Your participation continues automatically if we receive further payment from you. You should be aware that when you make a regular investment you may not have the current disclosure document for the underlying investment fund. How to apply Firstly you will need to make an initial investment of at least $25,000. When you complete an Application form you should nominate the regular investment amount you would like to invest each month and also complete the Direct Debit request form on page 39. The minimum contribution per month is $250. The Responsible Entity may, with prior notice to the investor, vary the minimum monthly investments. How to change or cancel the Regular Investment Plan You may request, in a particular month, that the regular investment not be made. However, you may request this only once in a 12 month period. Should you wish to alter or stop making payments, simply write to: ANZ Managed Investments Limited Customer Service Centre GPO Box 5306 Sydney NSW 2001 If due to insufficient funds, a direct debit for the regular investment amount is rejected by your bank, a dishonour fee of $10 and any bank charges may be levied. The following month, we have the option of applying two deductions from your account. Should any direct debit be dishonoured in this following month we may automatically terminate the Regular Investment Plan and any charges will be applied to your MMA. This will not affect your investment in ANZ Portfolio Manager. If you participate in the Regular Investment Plan, you should keep the current Prospectus together with any updated information for future reference. A copy of the current Prospectus is available on request, by telephoning our Customer Service Centre on or by contacting your financial adviser.

17 Fees and expenses As an investor in ANZ Portfolio Manager you will pay fees and expenses to the Responsible Entity for the services provided. The ongoing fees will be deducted monthly from your MMA. In addition, the valuation of your Portfolio Manager Account is based on the redemption unit prices of the underlying investment fund (or funds) you have selected. The withdrawal unit prices incorporate the fees and charges imposed by the responsible entities of those underlying investments. All fees and charges referred to in this Prospectus are stated net of Goods and Services Tax (GST) and Reduced Input Tax Credit (RITC). Choice of fee plan You may select either Fee Plan A or Fee Plan B. Your election will apply to any additional investments made into your Portfolio Manager Account. Fee Plan A Initial entry fee No initial entry fee applies. Investment fee An investment fee, payable to the Responsible Entity, will be applied on a monthly basis to your Portfolio Manager Account for three years from the date of the first investment. The investment fee is 0.51% pa of the net value of your Portfolio Manager Account on the day the fee becomes payable. The Responsible Entity is entitled to charge an entry fee of 5% of application monies and an exit fee of 2% of the amount withdrawn. An investment fee of up to 1% pa of the net value of the investor s assets is payable, for a period of 5 years after the date on which each amount is invested. No investment fee will apply where your initial investment is $300,000 or more. The investment fee is waived where the net value of your Portfolio Manager Account is $300,000 or more on the day the fee becomes payable. The investment fee will apply to any additional investment you make during the life of this Prospectus until the third anniversary of the date your Portfolio Manager Account was opened. Fee Plan B Initial entry fee An initial entry fee, payable to the Responsible Entity, of 5% will be deducted from any initial, additional and regular investment you make in ANZ Portfolio Manager. Investment fee No investment fee applies to your investment in ANZ Portfolio Manager if you select Fee Plan B. Fees applicable to both Fee Plan A and Fee Plan B Service fee As an investor in ANZ Portfolio Manager you will pay a service fee to the Responsible Entity, which is permitted under the Constitution to charge up to 2.3% pa of the net value of your Portfolio Manager Account. The service fee is calculated on the net value of your Portfolio Manager Account excluding the balance held in your MMA, or amounts waiting for investment under a Dollar Cost Averaging Plan. The following tiered pricing scale applies: First $100,000 Next $100,000 Next $100,000 Next $200,000 Balance over $500, % pa 1.11% pa 1.01% pa 0.70% pa 0.60% pa For example, assume your investments into underlying funds in your Portfolio Manager Account have a net value of $200,000. The service fee will be calculated as follows: First $100,000 at 1.62% pa $ Next $100,000 at 1.11% pa $ Total service fee for the month $ Expense fee An expense fee is payable to the Responsible Entity. The Constitution allows us to charge an expense fee up to 0.5% pa, but for the life of this Prospectus, unless you are otherwise notified it will be 0.29% of the net value of your total Portfolio Manager Account. All fund expenses will be met from this fee, although the Constitution permits ordinary expenses to be borne by investors. The expense fee is net of GST and RITC. 15 ANZ Portfolio Manager

18 16 ANZ Portfolio Manager Switching fee For the life of this Prospectus there will be no switching fee. Under the Constitution, the Responsible Entity is entitled to charge and retain a switching fee of $50 (CPI adjusted) on any amount you request to be switched from your Portfolio Manager Account. The Responsible Entity will advise you at least 30 days in advance of any intention to charge a switching fee. Fee calculation The amount of your monthly investment fee, service fee and expense fee will be calculated on the net value of your Portfolio Manager Account on the day the fee becomes payable. Generally, the fees become payable on the same day each month, being the day of the month on which your Portfolio Manager Account is opened. These fee rates are less than those allowable under the Constitution, but will apply for the life of this Prospectus. After the life of this Prospectus, the Responsible Entity will advise you at least 30 days in advance of any intention to increase these fees. The maximum fees allowable under the Constitution are described on page 15. Investments made on your behalf within your Portfolio Manager Account prior to the date of any increase to the service fees will not be subject to that increase. Fees incurred on your selected investment funds The responsible entity of an investment fund in which you have chosen to invest will generally charge fees based upon the value of your investment in that fund. The fees and other expenses borne by you in the investment funds will generally range between 0.55% and 1.40% pa of the amount you invested in the investment fund. These fees and other expenses will normally be reflected in the redemption price of units used to determine the net value of your Portfolio Manager Account. The responsible entity of investment funds you select may include ANZMI and its associates who may be entitled to receive fees and other benefits in relation to your investment in ANZ Portfolio Manager. Details of the Management Expense Ratios (MERs) of the investment funds available through ANZ Portfolio Manager are set out in the Investment Fund List accompanying this Prospectus. The actual fees and expenses payable by an investor in the funds are disclosed in the underlying disclosure documents for each investment fund which are available from the Responsible Entity or from your financial adviser. Other fees and charges Any government fees and charges incurred in relation to your Portfolio Manager Account, will be deducted from your MMA. Where transactions in units in an investment fund are made on a net buyer or net seller basis, the Responsible Entity may be entitled to additional remuneration equal to the transaction costs saved (please refer to page 21). Your financial institution may also charge fees to your bank account if you undertake a direct debit facility to ANZ Portfolio Manager. The total fees and charges you will pay will include our fees and government fees and charges in relation to ANZ Portfolio Manager as well as the costs relating to any investment you choose. It is important that you understand the fees of any investment you choose, and that those fees are an addition to the fees charged by us for ANZ Portfolio Manager, together with transaction and account costs incurred on your behalf. The costs of the investments you choose will generally be set out in the disclosure document for the underlying investments.

19 Taxation information Taxation is an important consideration when you make any investment decision. This document provides some insight into the possible tax effects and consequences of investing through the ANZ Portfolio Manager. These comments are primarily intended for a resident individual investor. If you are a superannuation fund or company investor, these comments may not necessarily be applicable. This information should not be seen as a substitute for personal taxation advice, tailored to your own particular circumstances. We recommend that all investors seek their own taxation advice, specific to their personal needs and circumstances. Please be aware that the tax laws are subject to change. Absolute entitlement The ANZ Portfolio Manager intends that, for taxation purposes, you have final control and are absolutely entitled to the investments in your portfolio, as if you held the investments in your own name. For Capital Gains Tax (CGT) purposes you are treated as owning and dealing with the investments. The Australian Taxation Office (ATO) is currently reviewing its position with regard to the tax treatment of ANZ Portfolio Manager type investments. If the ATO finalises their views, and there are changes from what has been stated, we will notify you in writing. Distributions The distributions you receive from the ANZ Portfolio Manager reflect the distributions paid to the ANZ Portfolio Manager from your chosen investments. Distributions can be interest, dividends, rental income, foreign income, capital gains or other income. You will be assessed in the tax year to which the distribution relates, even though payment may occur at a later time. Dividend imputation Some managed funds pay dividends from Australian companies, which may have franking credits attached. These may entitle you to a tax offset equal to the franking credit. Excess franking credits may be refundable to you. If you are entitled, the amount of franking credits, together with the amount of dividends, needs to be included in your assessable income for the year. However, if you buy and sell your units within 45 days, at certain times, you may lose the benefit of the franking credits due to the operation of the 45-Day Holding Rule. Foreign income Distributions which include foreign income may also entitle you to a credit for foreign tax paid. If you are entitled to such credits, then the amount of the foreign income, together with the amount of the foreign tax paid, needs to be included in your assessable income for the year. You may use your share of the foreign tax credits to reduce your tax liability. Certain types of investments are subject to the foreign investment fund (FIF) rules. The FIF measures apply to Australian taxpayers that have an interest in a foreign company or trust at the end of the income year. Whilst the FIF rules contain many exemptions, certain investments may require you to include FIF income in your tax return. You should seek your own tax advice as to the application of these rules. Tax free income Taxfree income is non-taxable income distributed by a managed fund. If you make a capital loss on the disposal of investments in a fund that has distributed tax-free income, you may need to adjust the cost base of your investment for this amount. Tax deferred income Tax deferred income is non-taxable income arising due to differences in treatment between accounting and taxable income. Tax-deferred income is not taxable at the time of receipt, however in most situations, corresponding cost base adjustments will be required. Capital gains Capital gains can be made in two ways: distributions from managed funds; and/or disposal of your investments. Distributions from managed funds The current tax legislation requires taxable income of a managed fund be distributed to investors. As the managed funds do not usually pay tax, all income and capital gains distributed to investors will maintain their original character. This is known as the flow through treatment. Due to flow through treatment, you will need to include in your assessable income, net capital gains realised by a managed fund on its underlying investments. Capital losses are not distributed by managed funds. 17 ANZ Portfolio Manager

20 18 ANZ Portfolio Manager Disposal of your investments If you sell or switch between any of your investments, it may be treated as a disposal for CGT purposes, which may result in a capital gain or a capital loss. If the investment was held by you for 12 months or more, you may be entitled to a 50% CGT discount (if an individual), or a 33.33% CGT discount if a complying superannuation fund. Goods and Services Tax (GST) The ANZ Portfolio Manager is input taxed for GST purposes. This means that the GST is not payable on the deposits we receive from you. However the ANZ Portfolio Manager may be required to pay GST on fees and other expenses. In some cases, the ANZ Portfolio Manager will be able to claim a RITC of 75% of the GST paid, on certain fees and expenses incurred. Where the ANZ Portfolio Manager is able to claim a RITC, the effective cost of the GST is reduced by the amount of the RITCs received. The Money Manager Account All interest earned on your MMA must be included in your assessable income for the year in which it was earned. Deductions Our fees and expenses are generally tax deductible, but fees and expenses of a capital nature, such as an entry fee or deferred entry fee, are not generally tax deductible. This taxation information is based on the tax laws that were current on 30 January Our ability to claim a RITC for the GST paid on fees, charges and expenses is dependent on the ATO accepting the ANZ Portfolio Manager as an enterprise for GST purposes. We are currently awaiting the ATO to issue a binding ruling in our favour, enabling us to pass on the RITCs. We have calculated the net effect of fees to include any benefits of the RITCs, in anticipation of this ruling. Tax and social security Any investment decision you make may have an impact on your social security benefits. Before making any investment decision, these issues need to be considered. We recommend that you consult your financial adviser and/or your tax adviser. TFN Withholding Tax On the Application form we ask you to supply your Tax File Number (TFN), or Australian Business Number (ABN). You are not obliged to tell us your TFN or ABN. However, if you choose not to quote your TFN or ABN, we may be obliged to deduct TFN withholding tax at the top marginal rate, plus Medicare levy. You will be able to claim a credit in your tax return for any tax withheld.

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