ARSN 168 966 701 APIR Code IOF0228AU Perennial Value Wealth Defender Australian Shares Trust Product Disclosure Statement (PDS) 30 May 2014 Issued by IOOF Investment Management Limited, ABN 53 006 695 021, AFSL 230524 Important Notices This Product Disclosure Statement (PDS), dated 30 May 2014, relates to the offer to subscribe for units in the Perennial Value Wealth Defender Australian Shares Trust (the Trust). Investments in the Trust are offered by IOOF Investment Management Limited, ABN 53 006 695 021, AFSL 230524. IOOF Investment Management Limited is the responsible entity for the Trust and the Issuer of this PDS. IOOF Investment Management Limited is responsible for the management and administration of the Trust and is referred to as ‘responsible entity’, ‘IIML’, ‘we’, ‘us’ and ‘our’ throughout this document. References to ‘you’ or ‘your’ are to investors and unit holders (and where the context requires, prospective investors and unit holders). IIML has appointed Perennial Investment Partners Limited (PIPL), ABN 59 087 901 620, AFSL 238763, to manage the investment assets of the Trust. PIPL has in turn appointed Perennial Value Management Limited (Perennial Value), ABN 22 090 879 904, AFSL 247293, to manage the investment assets of the Trust. PIPL and Perennial Value are referred to as Perennial and the Investment Manager throughout this PDS. IIML, PIPL and Perennial Value are associates of IOOF Holdings Ltd, ABN 49 100 103 722, and its related bodies corporate. An investment in the Trust does not represent an investment in, deposit or other liability of IIML, Perennial, IOOF Holdings Ltd or any other related body corporate within the IOOF group. Neither IIML, PIPL, Perennial Value nor any other related body corporate within the IOOF group, guarantees the performance of the Trust or the return of capital or income. Your investment in the Trust is subject to investment risk. This could involve delays in repayment and loss of income or the principal invested. IIML has also appointed PIPL to carry out the client service functions for the Trust. The Trust is a registered managed investment scheme under the Corporations Act 2001 (Corporations Act). This PDS is intended solely for the use of the person to whom it has been delivered for the purpose of evaluation of a possible investment in the units described, and is not to be reproduced or distributed to any other person (other than professional advisers of the prospective investors). The information in this PDS is general information only and does not take into account your objectives, personal financial situation or needs. We strongly recommend that you consult a licensed financial adviser to obtain financial advice that is tailored to suit your personal circumstances. You should also consider this PDS in its entirety before making any decisions to acquire any units in the Trust. No person is authorised to give any information or to make any representation in relation to this offer which is not contained in this PDS. Any information or representation which is not in this PDS may not be relied upon as having been authorised in respect of the offer under this PDS. Updated information Information in this PDS is subject to change from time to time. Where changes are not materially adverse to investors, updated information about the Trust can be obtained anytime from Perennial’s website www.perennial.net.au. A paper copy of updated information will be provided free of charge on request. Jurisdiction The investment offered in this PDS is available only to persons receiving this PDS (electronically or in hard copy) within Australia and New Zealand. In particular, this PDS does not constitute an offer of securities in the United States (US) and units may not be offered or sold in the US absent registration or an exemption from registration. IIML will not offer units in the Trust in the US. Applications from outside Australia and New Zealand will not be accepted. For a free printed copy of this PDS, please contact a Client Services Representative on 1300 730 032 (Australia) or +612 8274 2700 (New Zealand). General All monetary amounts referred to in this PDS are given in Australian dollars and all phone/fax numbers are to phone/fax numbers in Australia (unless otherwise stated). All fees are quoted on a Goods and Services Tax (‘GST’) inclusive basis less any Reduced Input Tax Credits (‘RITCs’) available to the Trust. Further information If you have any further questions relating to the issue of units in the Perennial Value Wealth Defender Australian Shares Trust, please contact a Client Services Representative on 1300 730 032 (Australia) or +612 8274 2700 (New Zealand). Contents Page Section 1. Key Features of the Perennial Value Wealth Defender Australian Shares Trust 2 Section 2. Summary of Disclosure Benchmarks 4 Section 3. Summary of Disclosure Principles 5 Section 4. Key Parties 9 Section 5. Investment objective and strategy 12 Section 6. Trust structure 15 Section 7. Benefits of investing in the Trust 17 Section 8. Risks of investing in the Trust 18 Section 9. Valuation, location and custody of assets 20 Section 10. Fees and other costs 21 Section 11. How to apply 29 Section 12. Withdrawals 30 Section 13. How we keep you informed 31 Section 14. Taxation 33 Section 15. Additional information 35 Section 16. Investment by New Zealand investors 38 Section 17. Glossary 39 Section 18. Application form PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 1 SECTION 1 1. Key Features of the Perennial Value Wealth Defender Australian Shares Trust Further information Trust Name Perennial Value Wealth Defender Australian Shares Trust. APIR Code IOF0228AU Inception date 30 May 2014 Responsible Entity IOOF Investment Management Limited (IIML), ABN 53 006 695 021, AFSL 230524. Section 4 Investment Manager Perennial Investment Partners Limited (PIPL), ABN 59 087 901 620, AFSL 238763. Section 4 Perennial has in turn appointed Perennial Value Management Limited (Perennial Value), ABN 22 090 879 904, AFSL 247293, to manage the investment assets of the Trust. Custodian National Australia Bank Limited (NAB), ABN 12 004 044 937. Section 4 Auditor KPMG. Section 4 Minimum recommended investment period Five years. Risk profile High High risk of short-term capital loss compared to other investment types but with the potential to deliver higher investment returns over the minimum suggested timeframe. Benchmark S&P/ASX 300 Accumulation Index Investment Objective The Trust aims to outperform the S&P/ASX 300 Accumulation Index by investing in a diversified portfolio of Australian shares and using protection strategies to dynamically protect the portfolio through market cycles, thereby reducing the magnitude of significant negative returns in falling equity markets. Section 5 Investment strategy The investment strategy is to actively manage a portfolio of shares throughout market cycles, with the aim of enhancing long term performance outcomes by maximising returns when markets rally and reducing the magnitude of significant losses when markets fall. Section 5 The Trust invests in a portfolio of long only positions in listed (or soon to be listed) large and small cap Australian shares using a bottom up, value-style investment process and utilises a range of asset allocation, derivatives strategies and cash investments to cushion the impact of market falls. From time to time, the Trust may hold investments in securities and derivatives in offshore markets. 2 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 1. KEY FEATURES OF THE PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST Further information Minimum initial investment $25,000 Minimum additional investment $5,000 Minimum investment balance $25,000 Minimum switching amount $5,000 Minimum withdrawal amount $5,000 Investment management fee 0.98% per annum Performance fee A performance fee of 15% of the Trust’s net return in excess of the benchmark return will be calculated and accrued daily, and paid monthly (if applicable). The performance fee will only be payable at the end of each calendar month if there is a positive aggregate performance fee balance at the end of that month, and the following conditions are satisfied: – The Trust’s net return for that month is positive. – The Trust has outperformed the benchmark over that month. – Any previous underperformance versus the benchmark is first recovered. Buy/Sell Spread As at the date of this PDS, the current total buy/sell spread is 0.60%. Risks of investing All investments carry risk. The risks associated with a Trust of this nature are outlined in Section 8. Section 8 Unit pricing Daily Section 9 Applications and withdrawals Applications and withdrawals are processed on a daily basis. Sections 11 and 12 For investments via a regular direct debit option the minimum additional investment is $200. IIML may, at its discretion, accept amounts less than the minimum investment amounts. Sections 11 and 12 The investment minimums do not apply if investing in the Trust via an IDPS or master trust. The operator of the IDPS or trustee of the master trust will confirm whether investment minimums apply. Section 10 This fee includes the investment management fee and expense recoveries (other than unusual or non-recurrent expenses). This figure takes into account the expected net effect of GST. Where a valid application for an initial investment or additional investment, withdrawal or switch request is received at our head office before 2.00pm on a Melbourne business day, we will generally process the request using the unit price applying to the close of business that day. Requests received after the cut-off time, will generally be processed at the unit price applying to the following business day. Income distribution frequency Half yearly Income distribution reinvestment plan Yes Suitable investor profile Investors with a long term time horizon, seeking exposure to an Australian equities portfolio that provides some protection against significant negative returns. Section 6 Income distributions, if any, are paid half yearly as at 30 June and 31 December into your nominated bank account or reinvested into the Trust. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS Sections 11 and 18 3 SECTION 2 2. Summary of Disclosure Benchmarks Benchmark Requirement Summary Further information Benchmark 1: Valuation of assets The responsible entity has and implements a policy that requires valuations of the assets that are non-exchange traded to be provided by an independent administrator or an independent valuation service provider. The Trust meets this benchmark. Section 9 For over-the-counter derivatives, we use the market valuations provided by independent valuation sources, which can include those provided by external clearing broker(s). The responsible entity relies on the expertise of the Investment Manager to monitor and confirm the valuations of the external clearing broker(s). Benchmark 2: Periodic reporting 4 The responsible entity has and implements a policy to provide periodic reports (annual and monthly) on certain key information. The Trust meets this benchmark. Section 13 Details of the monthly and annual periodic reports and information provided to unit holders are outlined in Section 13. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 3 3. Summary of Disclosure Principles Principle Summary Further information Principle 1: Investment strategy The Trust aims to outperform the S&P/ASX 300 Accumulation Index by investing in a diversified portfolio of Australian shares and using protection strategies to dynamically protect the portfolio through market cycles, thereby reducing the magnitude of significant negative returns in falling equity markets. Sections 5 and 8 The investment strategy is to actively manage allocations between equities, derivative protection and cash throughout the market cycles with the aim of enhancing the long term performance outcomes by maximising returns when markets rally and reducing the magnitude of significant losses when markets fall. The Trust invests in a portfolio of 35 to 100 long only positions in listed (or soon to be listed) large and small cap Australian shares using a bottom up, value-style investment process and utilises a range of asset allocation and derivative strategies to cushion the impact of market falls. From time to time, the Trust may hold investments in securities and derivatives in offshore markets. Returns will be dependent on market conditions and the degree to which the asset allocation and derivative protection decisions of the Investment Manager can cushion the impact of market downturns. Specific strategy related risks include the potential mis-timing of protection strategies eroding positive returns, the long only positions in the portfolio underperforming the market and operational/counterparty risk. We employ several risk management techniques utilising both proprietary and vendor tools in order to manage portfolio risks. Further details of the risks of investing in the Trust can be found in Section 8. We have the right to make changes to the Trust including the investment return objective, the benchmark and asset allocation ranges without prior notice in some cases. We will inform investors of any material change to the Trust’s details via Perennial’s website www.perennial.net.au, in the next regular communication or as otherwise required by law. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 5 SECTION 3. SUMMARY OF DISCLOSURE PRINCIPLES Principle Summary Further information Principal 2: Investment manager IIML has appointed Perennial as the Investment Manager of the Trust. Perennial is part of the IOOF group of companies. Perennial has in turn appointed Perennial Value to manage the investment assets of the Trust. Perennial Value is a sub-manager of PIPL. Section 4 John Murray, Dan Bosscher, Grant Oshry and Andrew Smith are the portfolio managers responsible for the investment decisions of the Trust. Each of these portfolio managers has stock selection responsibilities within the Trust and Dan Bosscher is also responsible for the Trust’s dynamic protection strategies. Dan Bosscher is the dedicated portfolio manager responsible for the Trust. Dan is expected to spend 80% to 100% of his time on investments that form part of the Trust. Dan has broad experience managing Australian equity portfolios as well as hedge fund and derivative strategies during his 18 years of industry experience. John Murray, Head of Perennial Value, is responsible for the management of Perennial Value’s large companies Australian shares portfolios. In a career spanning over 29 years, John has gained extensive experience in equity funds management and accounting. He established Perennial Value in 2000. As the Trust invests in the same stocks as Perennial Value’s large companies Australian shares portfolios, John is typically expected to spend 80% of his time on investments that form part of the Trust. Grant Oshry and Andrew Smith are responsible for Perennial Value’s smaller companies Australian shares portfolios. Grant has over 15 years experience in equity funds management, financial services and accounting. Andrew has over 13 years experience in funds management and stock analysis. As the Trust invests in the same stocks as Perennial Value’s smaller companies Australian shares portfolios, Grant and Andrew are expected to spend 80% of their time on investments that form part of the Trust. There have been no adverse findings against the Investment Manager or any key individuals involved in managing the portfolio. In consideration of Perennial providing investment management services, Perennial is entitled to management fees paid by IIML. These fees are not an additional charge to investors. The Investment Management Agreement between IIML and Perennial contains typical conditions for asset management and termination. IIML may terminate the Investment Manager’s appointment and remove the Investment Manager by giving written notice if the Investment Manager commits an act of fraud, dishonesty or gross negligence in performing its investment management duties that constitutes a material breach of its obligations. 6 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 3. SUMMARY OF DISCLOSURE PRINCIPLES Principle Summary Further information Principle 3: Trust structure The Trust is a registered managed investment scheme. Sections 1, 4 and 8 The Trust’s key service providers are listed in the table in Section 1. All of the key service providers are based in Australia or have a substantial presence in Australia. Further information in relation to the scope of key service providers and a diagram showing the flow of money through the structure is provided in Section 4. IIML has entered into agreements with all of the service providers to the Trust and has the framework and systems in place to monitor the performance and services provided to ensure they comply with their service agreement obligations. PIPL is a shareholder in Perennial Value Management and PIPL is a wholly owned subsidiary of IOOF Holdings Limited, ACN 100 103 722, and part of the IOOF group. All material arrangements between the parties are conducted on an arm’s length basis. There may be risks involved when holding assets through external service providers such as the Custodian. Details of these risks can be found in Section 8. Principle 4: Valuation, location and custody of assets The net asset value and the unit price of the Trust are calculated daily in accordance with IIML’s Asset Valuation Policy. Key aspects of this policy are detailed in Section 9. Sections 4 and 9 The types of assets that the Trust may invest in include: Australian listed equities (and soon to be listed equities), international listed equities (and soon to be listed equities), exchange traded and over-the-counter (OTC) derivatives and cash equivalent investments. The Trust will predominantly invest in Australian assets. The Trust may also hold international securities and instruments. The responsible entity has appointed the National Australia Bank Limited as the Custodian of the assets of the Trust. From time to time, IIML may hold cash assets of the Trust. Principle 5: Liquidity The responsible entity reasonably expects to realise at least 80% of the assets of the Trust, at the value ascribed to those assets in calculating the Trust’s net asset value, within 10 business days. Section 5 Please refer to Section 5 for further details. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 7 SECTION 3. SUMMARY OF DISCLOSURE PRINCIPLES Principle Summary Further information Principle 6: Leverage The Trust is not permitted to use leverage. Section 5 Principle 7: Derivatives Derivatives are a key element of the Investment Manager’s dynamic protection strategy and are used with the aim to assist in cushioning the impact of falls in the equity market and enhancing the potential return of the portfolio in these periods. Sections 5 and 8 The Trust will utilise a range of both exchange traded and over-the-counter derivatives over shares, share indices and volatility indices, in order to implement the investment strategy. With respect to engaging derivative counterparties, Perennial has procedures in place to assess counterparties, monitor exposure and minimise any counterparty risk. Further detail is provided in Section 8. The risks associated with derivative use are outlined in Section 8. Principle 8: Short selling Short selling is not permitted within the Trust. Section 5 Principle 9: Withdrawals In normal market conditions, there are no restrictions or conditions on withdrawals from the Trust. Section 12 Valid, signed requests received at our head office before 2.00pm on a Melbourne business day will generally be processed at the unit price applying to the close of business that day. Requests received after the cut-off time on a Melbourne business day, will generally be processed at the unit price applying to the following business day. We will not satisfy a withdrawal request (including switches) if the Trust becomes illiquid as defined by the Corporations Act. In certain circumstances we may suspend withdrawals. We will inform investors of any material change to the Trust’s withdrawal procedures and rights via Perennial’s website www.perennial.net.au, in the next regular communication or as otherwise required by law. 8 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 4 4. Key Parties Responsible entity IIML is authorised to offer and issue interests in unregistered managed investment schemes to Wholesale Clients and to operate particular registered managed investment schemes for Wholesale and Retail Clients. IIML is part of the IOOF group. The IOOF group has been helping Australians secure their future since 1846. During that time, the IOOF group has grown substantially to become a leading provider of quality financial services. It now manages and administers $123.9 billion of client monies (as at 31 March 2014), and is listed on the Australian Securities Exchange in the ASX top 200 (ASX:IFL). IIML provides a range of administrative services to the Trust including unit pricing, unit registry, tax and accounting. IIML has appointed a number of service providers to assist with the investment management and administration of the assets of the Trust. IIML may also retain custody of some of the assets of the Trust such as derivative instruments, cash and units in other Perennial Trusts. Investment manager PIPL is a specialist, active investment management company. Formed in 1999 through a joint venture between senior investment professionals and IOOF, PIPL manages approximately $19 billion (as at 31 March 2014) on behalf of institutional and retail clients. PIPL’s sole focus is to deliver excellence in funds management through equity ownership and the alignment of interests between key investment management staff and its clients. PIPL operates as a suite of five investment management boutiques. Each boutique specialises in the investment management of one of the following asset classes and styles. – Perennial Value Management Limited Value Australian shares – Perennial Growth Management Pty Ltd Growth Australian shares and absolute return strategies – Perennial Fixed Interest Partners Pty Ltd Fixed interest and cash – Perennial International Equities Management Team International shares (global and Asian shares) – Perennial Real Estate Investments Pty Limited Global and Australian listed property PIPL also combines these specialities to offer a range of diversified investment products. Perennial Value was established in January 2000 through a joint venture between PIPL and Perennial Value investment staff and is led by John Murray. John Murray is one of the portfolio managers responsible for the investment decisions for the Trust. Dan Bosscher, Grant Oshry and Andrew Smith also have portfolio management responsibilities for the Trust. John is responsible for the management of Perennial Value’s large companies Australian shares portfolios. Grant and Andrew are responsible for Perennial Value’s smaller companies Australian shares portfolios. The Trust invests in the same stocks as each of these portfolios and as such John, Grant and Andrew are typically expected to spend 80% of their time on the Trust. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 9 SECTION 4. KEY PARTIES Dan Bosscher is the dedicated portfolio manager responsible for the Trust and the dynamic protection strategies, in addition to his investment management responsibilities for a portfolio of stocks within the Trust. Dan is expected to spend 80% to 100% of his time on investments that form part of the Trust. Dan has more than 18 years buy and sell side experience managing Australian equity portfolios as well as hedge fund and derivative strategies for investment banks and asset managers. Dan Bosscher is a Portfolio Manager. He joined Perennial Value in August 2012 after 15 years at UBS Investment Bank where he held the position of Managing Director – Head UBS Fundamental Investment Group. In this role, Dan managed a seven person team investing as a multi-strategy hedge fund in the Australian market. His responsibilities included the overall risk management of the portfolio using various derivative structures and strategies including long/short, risk arbitrage, quantitative, convertible bond arbitrage and derivative overlay. Prior to this, Dan held a number of roles with UBS including Co-Head Equity Trading and Derivatives. Prior to this management role, Dan was a registered derivative market maker on both the ASX equity option and SFE futures floors. Dan holds a Bachelor of Commerce and a Bachelor of Laws (Honours) from Bond University. John Murray established Perennial Value and has some 29 years industry experience. He is one of Australia’s most respected value investors and has built a stable team of investment professionals who have consistently delivered good results for investors. Under John’s leadership, funds under management have grown from $40 million in 2000 to approximately $8 billion and Perennial Value has won a number of prestigious industry awards and accolades. Prior to establishing Perennial Value, John was the Investment Director, Australian Shares at Westpac Investment Management, a Senior Portfolio Manager at Maple-Brown Abbott and the Head of Australian Equities at Perpetual Investments. John commenced his career with PricewaterhouseCoopers, where he qualified as a Chartered Accountant. John holds a Bachelor of Arts in Accounting from the University of Canberra. Grant Oshry is a Senior Small Cap Portfolio Manager/Analyst. Prior to joining Perennial Value in May 2003, Grant held the position of Manager in the Unit Pricing and Distribution Division of MLC Limited. Previously, Grant was an Equities Dealer and Small Cap Analyst at Deutsche Asset Management in South Africa. He also qualified as a Chartered Accountant at Arthur Anderson in South Africa, while working in their Auditing Division. Subsequent to immigrating to Australia, Grant re-qualified as an Australian Chartered Accountant and is a member of the Institute of Chartered Accountants in Australia. Grant’s core responsibility is managing the smaller company funds and researching small capitalisation industrial stocks. Grant holds a Bachelor of Arts in Accounting (Honours) and a Bachelor of Commerce. He is also a Certified Management Accountant (UK). Andrew Smith is a Small Cap Portfolio Manager/Analyst. Prior to joining Perennial in 2008, Andrew was Head of Research at Linwar Securities, a boutique broker specialising in smaller company research. Andrew joined Linwar in 2003 and during this time he has gained a deep understanding of stocks across the small cap spectrum. Prior to this, he worked at Tyndall in their graduate program, where he gained experience across a number of functions including accounting, product development and stock analysis. Andrew attained First Class Honours in Finance while achieving his Bachelor of Commerce degree at Sydney University. Custodian IIML has appointed National Australia Bank Limited (NAB), ABN 12 004 044 937, as the Custodian of the assets of the Trust. In its capacity as Custodian, NAB’s role is limited to holding the assets of the Trust as agent of the responsible entity. NAB has no supervisory role in relation to the operation of the Trust and is not responsible for protecting your interests. NAB has no liability or responsibility to you for any act done or omission made in accordance with the terms of the custody agreement. NAB holds investments of the Trust as bare trustee and such investments are not investments of, NAB or any other member of the NAB group of companies (NAB Group). Neither NAB, nor any other member of the NAB Group, guarantees the performance of the investment or the underlying assets of the Trust, or provides a guarantee or assurance in respect of the obligations of the responsible entity or its related entities. NAB makes no statement in this PDS and has not authorised or caused the issue of it. NAB has given and not withdrawn its consent to be named in this PDS. As responsible entity of the Trust, IIML pays fees to NAB in consideration for providing those services. 10 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 4. KEY PARTIES Auditor IIML has appointed KPMG, as the Auditor for the Trust. The fees of the auditor are paid by IIML. Agreements with Service Providers IIML has entered into agreements with all of the service providers to the Trust and has the framework and systems in place to monitor the performance and services provided. IIML may at any time replace National Australia Bank as the Custodian or KPMG as the Auditor; and appoint new providers without notice to investors. Key Parties in relation to the Trust’s structure Investor Applications & Withdrawals National Australia Bank Limited (Custodian) Cash flows Service providers IOOF Investment Management Limited (Responsible Entity, Unit Registry and Unit Pricing) Perennial Value Wealth Defender Australian Shares Trust PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS Perennial Investment Partners Limited/ Perennial Value Management Limited (Investment Manager & Client Servicing) KPMG (Auditor) 11 SECTION 5 5. Investment objective and strategy The Trust aims to outperform the S&P/ASX 300 Accumulation Index by investing in a diversified portfolio of Australian shares and using protection strategies to dynamically protect the portfolio through market cycles, thereby reducing the magnitude of significant negative returns in falling equity markets. The investment strategy is designed to actively manage allocations between equities, derivative protection and cash throughout market cycles with the aim of enhancing long term performance by maximising returns when markets rally and minimising the magnitude of significant losses when markets fall. Actively managed allocation between equities, cash and derivative protection throughout market cycles Dynamic Protection Strategies Equities Cash The Trust invests in large and small cap Australian equities, derivatives and cash. From time to time, the Trust may hold investments in securities and derivatives in offshore markets. Details as follows: – – – – Australian Equities Cash International Assets Derivatives (net effective exposure) 50 to 100% 0 to 50% 0 to 10% 0 to 50% For reasons of investment efficiency, the Trust may gain its exposure by holding units in other Perennial Trusts. By adopting a comprehensive investment process, the Investment Manager seeks to ensure Perennial Value’s stock selection and derivative expertise is combined to produce a portfolio that aims to outperform the benchmark in both rising and falling markets. 12 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 5. INVESTMENT OBJECTIVE AND STRATEGY Stock Selection 35 to 100 stocks Large caps & small caps Reflection of holdings in Perennial Value’s large and small cap portfolios Dynamic protection – Evaluate equity market for expected return and risk – Analyse cost/benefit of insurance/protection strategies – Adjust asset allocation: large caps versus small caps versus cash Constantly monitor and adjust asset allocation and dynamic protection strategies accordingly – Implement/adjust protection strategies Equity exposure For the Trust’s equity exposure, Perennial Value uses its bottom up, value-style investment process to invest predominantly in a range of large and small cap companies listed (or soon to be listed) on the ASX which Perennial Value believes have sustainable operations and whose share prices offer good value. The cornerstone of this approach is a strong emphasis on company research. The aim is to develop a detailed understanding of each company before committing investors’ funds. The process aims to ensure that the Trust’s investment decisions are focused on buying stocks offering good value and avoiding stocks offering poor value. The Trust holds between 35 and 100 stocks. Small capitalisation stocks are permitted to a maximum of 25% of the portfolio. The Trust invests in stocks with a minimum market capitalisation of $50 million. The maximum investment in any one stock will be capped at 12.5% of its issued capital. Maximum/minimum investment in any one stock is to be capped at +/- 5% versus the stock’s index weighting. From time to time, the Trust may gain exposure by investing in listed stocks not included in the S&P/ASX 300 Accumulation Index and dual listed securities in offshore markets. Any international exposure may be partially or fully offset by hedging. Cash exposure The cash allocation in the portfolio varies from time to time, depending on the Investment Manager’s outlook for the Australian share market. In periods where the Investment Manager believes that there is higher than normal market risk, the cash weighting in the portfolio may increase. Conversely, when the market view is more positive the allocation to cash may be smaller in favour of equities. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 13 SECTION 5. INVESTMENT OBJECTIVE AND STRATEGY Derivative exposure Derivative strategies are used with the aim of reducing the magnitude of losses in the Trust when markets fall and to manage the fluctuating costs of protecting the portfolio. The types of derivatives used include index futures and options on share and volatility indices as well as options on single stocks. The Investment Manager uses both exchange traded and over-the-counter derivatives. From time to time, the Trust may gain exposure by investing in derivative instruments in offshore markets. In addition, on occasion, the Trust may write options over stock positions to enhance income in the Trust. In periods where the Investment Manager believes that there is higher than normal market risk, the amount of derivative protection in the portfolio may increase. Conversely, when the market view is more positive, the amount spent on portfolio insurance may be lower. The maximum net derivatives investment on an effective exposure basis is 50% of the Trust. Market pricing and timing determines the best hedge for the portfolio and the type of derivative strategies employed. Derivatives are not used to gear portfolio exposure. With respect to derivative counterparties, Perennial has procedures in place to assess counterparties, monitor exposure and minimise any counterparty risk. The procedures for over-the-counter derivative counterparties include ensuring that they are suitably creditworthy. Where necessary, formal agreements governing derivative transactions are entered into with approved counterparties. The Investment Manager currently has counterparty arrangements in place with a number of major financial institutions for the execution of the derivative strategies for the Trust. The risks associated with derivatives are outlined in Section 8 of this PDS. Labour standards, environmental, social and ethical considerations Perennial takes labour standards, environmental, social and ethical considerations into account when selecting, retaining or realising investments. As a signatory to the United Nations backed Principles for Responsible Investment, Perennial has incorporated environmental, social and corporate governance (ESG) principles into its investment processes. Perennial believes that a holistic view of investments including consideration of ESG factors will promote a well rounded approach to investing with better return outcomes for clients. In making investment, retention and divestment decisions, Perennial may look at a range of ESG standards and use a range of tools and methodologies to assist with decision-making. Generally speaking, Perennial does not have a predetermined view on which ESG standards to apply or a fixed methodology or weightings for taking ESG standards into account when selecting, retaining and realising investments of the Trust. Perennial may review the Trust’s investments, on a case by case basis, in light of any ESG issues researched and raised, and may take steps to realise, reduce or cease making further investments in organisations or securities which are negatively affected by ESG considerations. For further information, please visit the ESG section of Perennial’s website www.perennial.net.au. 14 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 6 6. Trust structure How the Trust works The Trust may have a number of classes of units, each with its own unit price. The Trust is a registered managed investment scheme. When you invest in the Trust, your money is pooled with that of other investors. So that you know what your share of the managed investment scheme is worth, the total value of the assets in the scheme is divided into ‘units’. Each unit that a unit holder holds in the Trust gives a unit holder a beneficial interest in the Trust as a whole, but not in any particular asset of the Trust. Holding units in the Trust does not give a unit holder the right to participate in the management or operation of the Trust. Each unit in the Trust is of equal value and identical rights are attached to all units. We will quote you a price for each unit and will keep a record of the number of units you have bought. The unit price is usually calculated daily at the end of each business day. The unit price will change in response to rises and falls in the market value of assets in the Trust. You can increase your investment at any time by buying more units in the Trust. Generally, you can decrease your investment by selling, transferring or withdrawing some of your units, although in certain circumstances (such as a freeze or suspension on withdrawals or the Trust becoming illiquid) you may not be able to reduce your investment within the usual period upon request. When you make an investment in the Trust, your units will be allocated to you based on the entry price for the business day your application is processed. When you withdraw, your units will be redeemed based on the exit price for the business day on which your withdrawal request is processed. The entry price is calculated by taking the net asset value of the Trust and adding to it an amount which reflects the estimated cost of acquiring the Trust’s assets (subject to IIML’s discretion to change or waive such costs) and dividing the net figure by the number of units on issue in the Trust. The exit price of the Trust is calculated by taking the net asset value of the Trust and subtracting from it an amount which reflects the estimated cost of selling the Trust’s assets (subject to IIML’s discretion to change or waive such costs) and dividing the net figure by the number of units on issue in the Trust. Current unit prices for the Trust are available on the Perennial website www.perennial.net.au or by contacting a Client Services Representative on 1300 730 032 (or +612 8274 2700 if calling from New Zealand) or by emailing [email protected]. The constitution of the Trust allows IIML to exercise discretions (for example, determining transaction costs and rounding) which may affect unit pricing. The unit pricing discretions policy sets out, among other things, the principles that IIML adheres to when exercising these discretions. This policy is available upon request. Impact of investing just before the end of a distribution period After a distribution is paid, the unit price usually falls by an amount similar to that of the distribution per unit. This means that if you invest just before a distribution, the unit price may already include income that you would be entitled to receive at the distribution date. Consequently, by investing just before a distribution, you may have some of your capital returned as income. This could affect your taxation position and we recommend you seek professional taxation advice. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 15 SECTION 6. TRUST STRUCTURE Changes to Trust details We have the right to close or terminate the Trust and make changes to the Trust including the investment return objective, the benchmark, asset classes and asset allocation ranges and currency strategy (if any), without prior notice in some cases. We will inform you of any material change to the Trust’s details via Perennial’s website www.perennial.net.au, in the next regular communication or as otherwise required by law. Income distributions Investing in the Trust means that you may receive regular income (depending on the nature of the underlying investments this may include interest, dividends and realised capital gains) from your investments in the Trust in the form of income distributions. However, there may be times when income distributions cannot be made, are lower than expected or are delayed. Where the investment activities of a Trust result in a net revenue loss (including any carried forward revenue losses from a prior period), no income distribution will be made in the period. Losses will be carried forward to be offset against future distributable income of the Trust. Where net capital profits are realised, they may be distributed each period or alternatively, partly or wholly held over until the period ending 30 June each year. If held over, their value would be reflected in the unit price. The net distributable income of the Trust is allocated to unit holders on a per-unit basis according to the number of units held in the Trust at the end of the distribution period. Distributable income is normally calculated half yearly (under the constitution, the responsible entity is permitted to calculate distribution more or less frequently if it is considered appropriate) and is generally sent to unit holders within one month of the last day of the distribution period. However, the constitution of the Trust provides for distributions to be paid within a period of three months of the last day of the distribution period (unless an audit is required, in which case income distributions may be made as soon as possible after completion of the audit). You have the opportunity to have any income distributions that you may receive reinvested into your Trust account without incurring transaction costs or receive them via direct deposit to your nominated bank account. You can nominate your preferred distribution method in the Investment Details section of the application form. If you do not nominate your preferred distribution method, this will be taken to be a direction to reinvest distributions as additional units in the Trust. You will be sent a statement detailing your income distributions after each distribution period. Distribution reinvestment Where you elect to reinvest your distributions, the distribution reinvestment price is the unit price at the end of the distribution period (without the applicable buy-spread) less the distribution per unit payable. By electing to reinvest your distributions, you are deemed to have directed us to apply such monies towards the subscription for the number of units, of the same class as already held, at the relevant distribution reinvestment price. All units allotted as part of the distribution reinvestment will rank equally in all respects with existing units in the same class. At the time the distribution reinvestment price is set, all information that would, or would be likely to, have a material adverse effect on the realisable price of the units will be publicly available. Investors may cancel their participation at any time by giving notice to IIML. The cancellation will apply from the date of receipt, as long as it is at least 10 days prior to a distribution date, or such future date as nominated by you. Retrospective cancellations are not permitted. Investors must be Australian or New Zealand residents to be eligible to apply for distribution reinvestment. IIML may cancel or suspend distribution reinvestments, or modify the terms by which distribution reinvestments are permitted. 16 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 7 7. Benefits of investing in the Trust The Trust is an actively managed Australian share market investment, with dynamic protection strategies that aim to provide the long term benefits of share market investment while reducing the impact of major equity market falls on investor capital. From time to time, the Trust may gain exposure by investing in dual listed securities and derivatives in offshore markets. The significant benefits of investing in the Trust include: – Access to dynamic protection strategies Perennial Value’s investment strategy aims to provide investors with the return profile of Australian shares with reduced capital risk through the use of specialist risk management and dynamic protection strategies including a range of derivative instruments. This approach gives investors in the Trust access to dynamic protection strategies, at professional derivative market prices, which are typically only available to institutional investors. – Access to investment opportunities Investing in the Trust means that your money is pooled with that of other investors. This provides the Trust with the investment buying power not often available to you as an individual investor with smaller amounts to invest. This means you can gain access to investment markets and risk management techniques that would not normally be accessible to individual retail investors. – Professional management Perennial Value’s investment professionals manage your investment on your behalf, making investment decisions in line with market conditions by researching the markets and securities in which they invest. They apply a committed and disciplined investment process aimed at delivering returns in excess of the relevant benchmark. – Right to income distributions (if any) Investing in the Trust means that you may receive regular income from your investments in the Trust in the form of income distributions. However, there may be times when income distributions cannot be made, are lower than expected or are delayed. – Easy access to your information For the latest available information on the Trust, you can visit www.perennial.net.au, log on to Perennial Portfolio Online, contact a Client Services Representative on 1300 730 032 (+612 8274 2700 if calling from New Zealand), email [email protected] or speak to your financial adviser. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 17 SECTION 8 8. Risks of investing in the Trust All investments carry risk. The likely investment return and the risk of losing money is different for each managed investment scheme as different strategies may carry different levels of risk depending on the portfolio of assets that make up the scheme. Those assets with potentially higher long term returns may also have a higher risk of losing money in the shorter term. Risk can be managed but it cannot be completely eliminated. It is important to understand that: – the value of your investment will go up and down; – investment returns will vary and future returns may be different from past returns; – returns are not guaranteed and there is always the chance that you may lose money on any investment you make; and – laws affecting your investment in a managed investment scheme may change over time. The appropriate level of risk for you will depend on a range of factors including your age, investment time frame, where other parts of your wealth are invested and your risk tolerance. Risks of investing in the Trust The significant risks, in no particular order, that may affect the value of your investment and the distributions paid by the Trust include: – Company or security-specific risk: A number of factors can adversely affect the value of a specific security in which the Trust invests and therefore impact the Trust. Perennial Value’s careful analysis of detailed research in combination with diversified holdings, aims to minimise this risk. – Concentration risk: When investments are concentrated in a smaller number of securities than the broader market index, the unit price of the Trust may be more volatile than the return of the benchmark. The Trust’s portfolio size of 35 to 100 stocks and sector limits aim to manage this risk by ensuring satisfactory diversification. – Credit risk: A counterparty’s failure to meet its contractual obligations could result in a financial loss to the Trust. Perennial seeks to reduce this risk, by ensuring that a diversified portfolio of securities is held in the Trust. 18 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 8. RISKS OF INVESTING IN THE TRUST – Currency risk: Investing in international markets may expose the Trust to changes in exchange rates. The possibility that foreign currencies may fall in value relative to the Australian dollar can have an adverse impact on investment returns. This risk may be partially or fully offset by hedging using forward exchange contracts or appropriate derivative instruments. – Derivative risk: The Investment Manager may use derivatives strategies, such as exchange traded derivatives and over-the-counter derivatives including but not limited to futures and options contracts, to enhance portfolio returns and cushion the impact of falls in the market. The derivative instruments are linked to the underlying value of physical assets and are used by the Investment Manager as an alternative to investing in physical assets because of their cost and liquidity efficiency; or, to protect the value of the underlying physical assets from adverse price movements over time. Gains or losses can result from investments in derivatives. In addition to any risk associated with the underlying asset for which a derivative is valued, derivative prices are affected by other factors including: market liquidity; interest rates; and counterparty risk. The Investment Manager seeks to mitigate the risk through a range of risk management strategies including the use of limits on positions and monitoring the correlation of individual positions. – Investment manager risk: Is the risk that the Trust’s investment objective will not be achieved and/or it may underperform the benchmark or may underperform other investment managers in the same asset class. The risk is reduced by the active management of the Trust’s assets and IIML monitoring Perennial. – Liquidity risk: If a security cannot be bought or sold quickly enough to reduce or minimise a potential loss, the Trust may experience difficulty satisfying commitments associated with financial instruments. The risk management guidelines adopted by Perennial Value are designed to minimise liquidity risk through: – Ensuring that there is no significant exposure to illiquid or thinly traded financial instruments; and – Applying limits to ensure there is no undue concentration of liquidity risk to a particular counterparty or market. – Market risk: Unexpected conditions (e.g. economic, technological or political) can have a negative impact on the returns of all investments within a particular market. Perennial’s careful analysis of detailed research in combination with diversified holdings, aims to minimise this risk. – Other risks: Managed investment schemes are also subject to operational risk in that circumstances beyond our control may prevent us from managing the Trust in accordance with its investment strategy. These circumstances may include strikes or industrial disputes, fires, war, civil disturbances, terrorist acts, state emergencies and epidemics. – Responsible entity risk: Is the risk that IIML, the responsible entity for the Trust, does not properly discharge its duties in the management of the Trust. We aim to keep responsible entity risk to a minimum by monitoring the Trust, acting in your best interests and ensuring compliance with legislative requirements. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 19 SECTION 9 9. Valuation, location and custody of assets The Trust primarily invests in Australian assets, although it is permitted to hold international assets (up to a maximum of 10% of the Trust). The Trust will also utilise both exchange traded and over-the-counter derivatives. The maximum net derivatives investment on an effective exposure basis is 50% of the Trust. The net asset value and the unit price of the Trust are calculated daily in accordance with IIML’s Asset Valuation Policy which provides a framework for the valuation of financial instruments that is consistent with current industry practices and regulatory requirements. More frequent valuations and unit price calculations are permitted under the constitution and we may revalue the Trust’s assets more frequently if it is considered appropriate. We may also revalue the Trust’s assets less frequently in certain circumstances. The assets of the Trust are valued through the use of market accepted practices to accurately and independently price all securities. Security prices are sourced from reputable external market sources, and are verified through the use of a number of mechanisms including price movement, zero prices and stale prices. Valuations are independently verified. As at the date of the PDS, IIML has delegated custody of the physical domestic assets to NAB in accordance with the terms of the custodial services arrangement. IIML may also retain custody of some of the assets of the Trust such as derivative instruments and cash (up to a maximum of 50% of the Trust). 20 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 10 10. Fees and other costs Did you know? Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns. For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000). You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs. You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the fund (being IIML) or your financial adviser. To find out more, or see the impact of the fees based on your own circumstances, the ASIC website (www.moneysmart.gov.au) has a managed investment fee calculator to help you check out different fee options. The calculator can also be used to calculate the effect of fees and costs on your investment. This section provides summary information about the main fees and costs that you may be charged for the Trust. The fees and costs charged by the Trust may be deducted from your account, from the returns on your investment or from the Trust assets as a whole. You should read all of the information about fees and costs because it is important to understand their impact on your investment. You can also use this information to compare the fees and costs with those of other managed investment funds. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 21 SECTION 10. FEES AND OTHER COSTS Type of fee or cost Amount How and when paid Fees when your money moves in or out of the Trust Establishment fee The fee to open your investment. Nil Not applicable. Contribution fee The fee on each amount contributed to your investment. Nil Not applicable. Withdrawal fee The fee on each amount you take out of your investment. Nil Not applicable. Exit fee The fee to close your investment. Nil Not applicable. Management costs1 The fees and costs for managing your investment. As at the date of this PDS, management costs consist of the following components: Investment management fee 0.98% p.a. Currently, we do not separately recover expenses (other than unusual or non-recurrent expenses) from the Trust. Instead, we bear those expenses out of the management costs of the Trust at no additional cost to you. If the Trust incurs unusual or non-recurrent costs (for example, a unit holder meeting) we would normally recover those costs out of the Trust. Performance fee The investment management fee is calculated on the net asset value of the Trust and is deducted from the assets of the Trust. This fee is not directly deducted from your account. This fee is accrued daily and paid monthly and incorporated into the daily unit price of the Trust. 15% of the Trust’s net return in excess of the benchmark return.2,3 The performance fee is calculated and accrued daily, and is payable monthly (if applicable). Nil Not applicable. Service Fees Switching Fee4 The fee for changing to another Perennial trust 1. 2. 3. 4. This fee may be negotiable with wholesale clients. The Trust’s net return is the return of the Trust after the investment management fee has been deducted. The Trust’s benchmark is the S&P/ASX 300 Accumulation Index. You may switch from this Trust to another Perennial trust, or from another Perennial trust to this Trust at any time, with all requests subject to the processing and cut-off times current at the time of the switch. When money moves in or out of the Perennial trusts, you may incur a buy/sell spread which is included in the unit price of the trusts you choose. A switch operates as a withdrawal of units from one trust and the investment of units in another and therefore may have taxation implications. The fees are inclusive of the Goods and Services Tax (GST) and take into account any expected Reduced Input Tax Credits (RITCs). Where fees have been quoted to two decimal places, the actual fee may have been rounded up. 22 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 10. FEES AND OTHER COSTS Performance fee Under the Trust constitution, the responsible entity is entitled to receive a performance fee from the Trust. A performance fee of 15% of the Trust’s net return in excess of the benchmark return will be calculated and accrued daily as follows. Performance Fee = (Trust’s net return – Benchmark return) x Net Trust Value for the previous day x 15%. The daily performance fee is the amount that the Trust has outperformed (or underperformed) the benchmark return multiplied by the Net Trust Value for the previous day, with this amount then multiplied by 15%. This daily performance fee amount is added to or subtracted from (if the Trust has underperformed) the aggregate performance fee amount accrued up until the previous day. If the aggregate performance fee amount up to that day is positive, both positive and negative performance fee amounts will be reflected in the unit price. If the aggregate performance fee up to that day is negative, no performance fee amount will be reflected in the unit price. Any negative performance fee amount will be brought forward to be offset against any positive performance fee in the future. The performance fee at the end of each calendar month is the sum of the daily performance fees accrued during the month plus any amounts carried over from previous months if the performance fee was not paid at the end of the previous calendar month. Once the performance fee is paid to the responsible entity, the aggregate performance fee is set to zero. While the performance fee is calculated and accrued on a daily basis, the responsible entity will only be paid the performance fee at the end of each calendar month if there is a positive aggregate performance fee balance at the end of that month and the following conditions are satisfied: – The Trust’s net return for that month is positive. – The Trust has outperformed the benchmark over that month. – Any previous underperformance versus the benchmark is first recovered. Overleaf are worked examples of performance fee calculations on both a daily and monthly basis for the Trust as a whole. Your share of the performance fee will depend on the number of units you hold. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 23 SECTION 10. FEES AND OTHER COSTS Performance fee calculation worked examples The following examples illustrate performance fee calculations for unrelated days and consecutive months, assuming no applications, redemptions or distributions and hypothetical values for Trust return, benchmark return, net assets and performance fees. Daily performance fee for unrelated days Business Day 1 Business Day 9 Business Day 23 Calculation notes Net Trust return (after fees) 1.9% 0.7% 1.5% Hypothetical amount. Benchmark return 1.7% 1.1% 1.0% Hypothetical amount. Outperformance (underperformance) 0.2% (0.4%) 0.5% Net Trust return minus benchmark return. Net Trust Value from the previous day $10,000,000 $11,500,000 $15,000,000 Hypothetical amount. Daily performance fee for the Trust at 15% $3,000 ($6,900) $11,250 Outperformance (underperformance) multiplied by net asset value multiplied by 15%. Aggregate performance fee balance for the Trust up to the previous Business day ($20,000) $55,000 $100,000 Hypothetical amount. New aggregate performance fee balance for the Trust at the end of the day ($17,000) $48,100 $111,250 Aggregate balance plus the daily performance fee. Amount reflected in the daily unit price for the Trust in respect of that Business day Nil ($6,900) $11,250 If the aggregate performance fee balance is positive, both positive and negative fees will be reflected in the unit price. Note: This is an example only and does not reflect the actual assets and performance of the Trust. 24 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 10. FEES AND OTHER COSTS Calendar month payment of performance fees for consecutive months Month 1 Month 2 Month 3 Month 4 Brought forward aggregate performance fee $1,500 $6,500 ($5,500) ($2,500) Performance fee accrual for the month (sum of the daily performance fees) $5,000 ($12,000) $3,000 $15,000 Aggregate performance fee $6,500 ($5,500) ($2,500) $12,500 Month end net Trust return -1.3% 1.3% 2.5% 1.5% Month end benchmark return -4.5% 3.0% 2.2% -4.0% Outperformance (underperformance) 3.2% -1.7% 0.3% 5.5% Performance fee paid to the responsible entity Nil Nil Nil $12,500 New aggregate performance fee to be brought forward $6,500 ($5,500) ($2,500) $0 Note: This is an example only and does not reflect the actual assets and performance of the Trust. Explanation Month 1 The Trust outperforms the benchmark return for the month. The Trust’s net return is negative, so no performance fee is paid to the responsible entity and the monthly aggregate performance fee is carried forward. Month 2 The Trust underperforms the benchmark return for the month, so no performance fee is paid to the responsible entity and the monthly accrual is carried forward. The monthly aggregate performance fee is negative and reduces the brought forward balance to a negative. This is carried forward to Month 3. Month 3 The Trust outperforms the benchmark return for the month, however the positive performance accrual for the month is not sufficient to offset the negative brought forward balance, so no performance fee is paid to the responsible entity. The negative monthly aggregate performance fee balance is carried forward to Month 4. Month 4 The Trust outperforms the benchmark return for the month by a large enough margin to return the aggregate performance fee to a positive amount. The aggregate positive performance fee balance is paid to the responsible entity. The new aggregate performance fee balance is set to zero and carried forward to Month 5. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 25 SECTION 10. FEES AND OTHER COSTS Buy/sell spread The buy/sell spread is an additional cost but, as it is included in the unit price of the Trust, it is not charged to you separately. It is not a cost paid to the responsible entity. The buy/sell spread is the difference between the entry price and the exit price of the units in the Trust. The buy/sell spread represents an apportionment of transaction costs incurred by the Trust in purchasing and disposing of its investments. The buy/sell spread is determined by the responsible entity to take into account the costs incurred when buying and selling the underlying securities in the Trust such as brokerage and stamp duty. As at the date of this PDS, the estimated buy/sell spread added on buying or deducted on selling is 0.30%. The following example is based on an application or redemption of $25,000 in or from the Trust. Buy/Sell Spread Cost Application 0.30% $75.00 Redemption 0.30% $75.00 In circumstances where the responsible entity determines that unit holders of the Trust are not being treated equitably (for example, in stressed and dislocated markets), the buy/sell spread may be higher than our estimate. From time to time, we may vary the buy/sell spread and we will not ordinarily provide prior notice. Any revised spread will be applied uniformly to transacting investors while that spread applies. Updated information on the buy/sell spread will be available from www.perennial.net.au/feesandcosts. 26 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 10. FEES AND OTHER COSTS Example of annual fees and costs for the Trust This table gives an example of how the fees and costs for the Trust can affect your investment over a one year period. You should use this table to compare this product with other managed investment schemes. Example Perennial Value Wealth Defender Australian Shares Trust Balance of $50,000 with total contributions of $5,000 during the year. Contribution fees Nil For every $5,000 you put in, you will be charged $0. PLUS management costs 0.98% p.a. AND for every $50,000 you have in the Trust you will be charged $490 each year plus the performance fee (if any)1. EQUALS cost of Trust If you had an investment of $50,000 at the beginning of the year and you put in $5,000 during the year, you will be charged $490.2 What it costs you will depend on the fees you negotiate with your Fund or financial adviser. 1. 2. The example does not include the performance fee that may apply to your investment. As the performance fee is charged in addition to the management costs shown in the example, the management costs charged may increase in the future depending on the performance of the Trust. This example assumes that the additional $5,000 was invested on the last day of the year. Therefore management costs are calculated using the $50,000 balance only. Indirect investors – additional master trust or wrap account fees For investors accessing the Trust through a master trust or wrap account, additional fees and costs may apply. These fees and costs are stated in the offer document provided by your master trust or wrap account operator. Incidental fees and costs Standard government fees, duties and bank charges may also apply to your investments and withdrawals including dishonour fees and conversion costs. The constitution and fee changes The constitution governing the Trust allows for higher fees to be charged than those detailed above and specifies the circumstances in which additional fees may be charged, such as: – a maximum contribution fee of 5% of the application (investment) amounts (not currently charged); – a maximum withdrawal fee of 5% of the exit price payable on the withdrawal of units (not currently charged); – a maximum management fee (excluding ongoing recoverable operating expenses) of up to 5% p.a. of the gross value of the Trust’s assets. We have the right to increase the fees or to charge fees not currently levied up to the maximum limits set out in the constitution without your consent. If we choose to exercise this right, we will provide you with 30 days prior written notice. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 27 SECTION 10. FEES AND OTHER COSTS Expense recoveries The constitution also allows us to be reimbursed for certain ongoing expenses incurred in the operation of the Trust (expense recoveries) including, but not limited to: – maintaining the investor register; – accounting expenses; – auditing; and – legal fees incurred in the discharge of our duties. Differential fees The management costs of the Trust may be negotiated with persons who qualify as wholesale investors within the meaning of the Corporations Act, such as sophisticated or professional investors. In negotiating such fees, we will take into consideration our obligations under the Corporations Act. Please contact a Client Services Representative on 1300 730 032 (+612 8274 2700 from New Zealand) for further details. Switching fee A switch operates as a withdrawal of units in one trust and the investment of units in another and therefore may have taxation implications. Please contact a licensed financial or taxation adviser for further information. You may switch from this Trust to another Perennial trust, or from another Perennial trust to this Trust, at any time. There is no switching fee applicable as at the date of the PDS. However, a buy/sell spread or a contribution fee may apply to the relevant trust at the time of the switch. For more information, please refer to page 26 of this PDS and Step 5 of the Application Form. Interfunding Where the Trust invests in other Perennial trusts (referred to as interfunding), we will ensure there is no doubling-up of management costs. Adviser commissions Fees paid to financial advisers and other persons We do not pay commissions to financial advisers. Alternative remuneration register IIML maintains an Alternative Remuneration Register in accordance with the FSC/FPA Industry Code of Practice, which outlines the alternative forms of remuneration that are paid and received by us. You may view a copy by contacting us. Platform and dealer group payments Certain dealer groups, of which your adviser may be a part of, and platforms and other parties, may receive payments from us or Perennial. More information on fees and costs If you would like to better understand how our fee structure may impact your investment in the Trust, we recommend that you speak to your financial adviser or visit the ASIC website at www.moneysmart.gov.au, where a fee calculator is available to help you compare fees of different managed investment products. 28 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 11 11. How to apply A. Read the current PDS available from www.perennial.net.au or by calling 1300 730 032 (+612 8274 2700 if calling from New Zealand). B. Eligible investors should complete all sections of the application form attached to this PDS. We need to collect this information to comply with Anti-Money Laundering and Counter-Terrorism Financing Legislation. C. Read and sign the declaration at Step 7 of the application form. D. Send your completed and signed application form together with your supporting documents and cheque (if not using BPAY®1) for the initial investment to us. We recommend that you keep copies for future reference. Your initial investment and additional investments may be made by either cheque or BPAY using telephone or internet banking. The Biller Code of the Trust is 969287. Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. For an initial investment via BPAY please contact a Client Services Representative on 1300 730 032 to obtain a Customer Reference Number (CRN). Applying for units IIML reserves the right not to accept (wholly or in part) any application for any reason or without reason. If IIML refuses to accept an application, any funds received from you will be returned to you without interest. For an application to be valid, it must be correctly completed and it must comply with the designated minimum investment amounts referred to in the relevant PDS and be appropriately signed by the applicant(s). IIML may, however, at its discretion, accept amounts less than the minimum initial investment amounts. Where a valid application for an initial investment or additional investment, withdrawal or switch request is received at our head office before 2.00pm on a Melbourne business day, we will generally process the request using the unit price applying to the close of business that day. Requests received after the cut-off time will generally be processed at the unit price applying to the following business day. If, for any reason, we are unable to process your application (for example, the application form is incomplete or incorrectly completed or we are not satisfied that we have received the necessary proof of identification requirements to meet our obligations under AML/CTF law), the application monies will be held by us in a non-interest bearing trust account for up to 30 days (while we endeavour to verify your identification information or obtain any necessary outstanding information) after which we will return the application monies to you. Cooling off If you are a retail client (as defined in the Corporations Act) investing directly in the Trust, you have a 14 day coolingoff period to confirm that the investment meets your needs. If you exercise your cooling-off rights, we will return your money to you and no fees will apply. However, the amount you receive will reflect any movement (either up or down) in the unit price of the Trust which means that there may be tax implications for you. The 14 day cooling-off period commences on the earlier of the end of the fifth day after we issue the units to you or within 14 days from the date you receive confirmation of your transaction. A cooling off period does not apply to the operator of an IDPS or trustee of a master trust, or other wholesale clients (as defined under the Corporations Act), or where units have been issued as a result of an additional investment, switch or income distribution reinvestment plan. 1. BPAY® is a registered trademark of BPAY Pty Ltd ABN 69 079 137 518. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 29 SECTION 12 12. Withdrawals As part of the withdrawal proceeds, unit holders will receive their share of any net income of the Trust for the period of time during which their units were on issue in the relevant distribution period. These proceeds are included in the unit price. Unit holders will also receive their share of the capital value of the Trust on withdrawal. Confirmation of your withdrawal will be sent to you usually within seven business days after your withdrawal request is finalised. Where a valid application for a withdrawal or switch request is received at our head office before 2.00pm on a Melbourne business day, we will generally process the request using the unit price applying to that day. We will generally process your request using the unit price applying to the following business day if we receive the request at our head office after 2.00pm on a Melbourne business day. Restrictions on withdrawals There may be circumstances where your ability to withdraw from a Trust is restricted. In certain circumstances we may suspend withdrawals. These circumstances include for example, where it is impracticable to value the relevant Trust because of an emergency or trading restriction in a country that the Trust invests in or if the stock exchange on which the investment of the Trust is listed closes. We will not satisfy a withdrawal request (including switches) if the Trust becomes illiquid (as defined under the Corporations Act). If a Trust is illiquid, withdrawals from that Trust will only be possible if we make a withdrawal offer in accordance with the Corporations Act. We are not obliged to make such an offer. However, if we do, you are only able to withdraw your investment in accordance with the terms of a current withdrawal offer. If an insufficient amount of money is available from the assets specified in the withdrawal offer to satisfy withdrawal requests, the requests will be satisfied proportionately amongst those investors wishing to withdraw from the Trust. Under the Corporations Act, a Trust is illiquid if it has less than 80% liquid assets (generally cash and marketable securities). The constitution of the Trust also contains specific provisions that provide us with powers in relation to withdrawals. The constitution of the Trust may be inspected at IIML’s registered office on a Melbourne business day or we can provide you with a copy on request. If a withdrawal request results in a holding in a Trust falling below the required minimum holding, we may redeem your entire holding in the Trust. We will inform investors of any material change to the Trust’s withdrawal procedures and rights via Perennial’s website www.perennial.net.au, in the next regular communication or as otherwise required by law. 30 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 13 13. How we keep you informed For the most up to date information on your investment with Perennial visit www.perennial.net.au. At Perennial’s website you can: – Access the PDS and the annual financial reports for the Trust. – Download application forms, transfer forms and other standard administration forms. – Monitor unit prices, investment performance, asset allocation and changes to the Trust. – Read the latest views and opinions of our investment managers and investment strategist. You can register to be on our mailing list for our monthly newsletters and investment information by emailing [email protected]. Specific updates in relation to the Perennial Value Wealth Defender Australian Shares Trust will be published monthly and annually. The Trust’s monthly reports include monthly commentary and performance, as well as the Trust’s funds under management (FUM) and redemption price, net returns and material changes (if any) to the Trust’s risk profile or strategy, key service providers, and key individuals managing the Trust. The annual report will include the Trust’s asset allocation, liquidity profile of the assets and the maturity profile of those assets, derivatives used, investment returns and any changes to key service providers. Perennial Portfolio Online You can view your account information online, via the Perennial Portfolio Online area of the Perennial website, www.perennial.net.au. Information available on Perennial Portfolio Online includes: – A portfolio summary of the Trust, the number of units, unit price and the current balance of your account(s). – Your transaction history including initial investment, additional investments, income distributions and withdrawals. – An online graphing tool to see how your investment has performed. – Personalised reports including your portfolio history, transaction details, asset allocation and portfolio valuation. Registering for Perennial Portfolio Online You can access Perennial Portfolio Online in two ways: 1. By ticking the box on the application form where requested your registration details will be automatically sent to you. Please ensure that you provide us with an email address, your date of birth and a security password in order to process your request. 2. Alternatively, you can register via the home page of the Perennial website, www.perennial.net.au. Individual investors will be asked to complete an online registration form. All other investors will need to print the registration form and send this to a Client Services Representative, prior to being given access to Perennial Portfolio Online. Once the request has been successfully processed, you will be emailed a confirmation that contains a link to Perennial Portfolio Online. This link allows you to register a password and gain access to your account. Please keep this password in a safe place. Please contact a Client Services Representative on 1300 730 032 (+612 8274 2700 if calling from New Zealand), if you require assistance with the registration process. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 31 SECTION 13. HOW WE KEEP YOU INFORMED Confirmation statement A statement of confirmation will be sent to you for your initial investment, as well as any additional investments, (excluding direct debit requests) withdrawals and changes that you make to your account (such as change in address, distribution instructions). Transaction statement You will receive a transaction statement on a quarterly basis. The transaction statement will provide you with the total value of your investment as at the end of that period, including any switches, withdrawals, investments and distributions received. Along with the transaction statement, you will receive a short commentary and performance summary of the Trust. Annual taxation statement After making any distribution for the period ended 30 June each year, an annual taxation statement will be forwarded to you. Distribution statement A distribution statement will be sent to you in the month following the end of a distribution period, detailing your income distribution and current balance. Financial report The annual financial report for the Trust, detailing the financial performance of the Trust for the financial year ending 30 June, can be downloaded from www.perennial.net.au after 30 September each year. Continuous disclosure The responsible entity will comply with the continuous disclosure requirements for disclosing entities under the Corporations Act. This means that copies of documents the responsible entity lodges with ASIC may be obtained from or inspected at an ASIC office. The responsible entity will also send you free, upon request, copies of: – The most recent annual financial report for the Trust lodged with ASIC. – Any half year financial reports for the Trust lodged with ASIC after the lodgement of the most recent annual financial report and before the date of the PDS. – Any continuous disclosure notices lodged for the Trust after the lodgement of the most recent annual financial report and before the date of the PDS. 32 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 14 14. Taxation WARNING: Investing in a registered managed investment scheme is likely to have tax consequences. You are strongly advised to seek professional tax advice. The taxation implications of investing in the Trust can be complex and depend on a number of factors, including whether you are a resident or non-resident of Australia for taxation purposes and whether you hold the units on capital account or revenue account. Income of the Trust The Trust has been established as an Australian resident unit trust. It is intended that investors will be presently entitled to all of the income of the Trust for each financial year such that no taxation liability will accrue to IIML. However, the Trust may be required to withhold tax on income distributed to unit holders who are non-residents of Australia or are under a legal disability (e.g. under the age of 18). The Trust’s investments and activities are likely to give rise to income, dividends, capital gains and losses. The income of the Trust may be affected by the Taxation of Financial Arrangements rules. If so, the timing of when such income is brought to account for tax purposes may be different to the amount distributed to you, so that you may be required to pay tax on income that has not yet been distributed to you. The Federal Government has announced legislative amendments in relation to the taxation of Managed Investment Trusts (MITs), including an attribution system of income where IIML allocates income to investors on a fair and reasonable basis, the ability to carry forward minor differences between income distributed and the Trust’s actual income, and to deem all MITs to be fixed trusts. If these amendments are enacted, they may impact the way in which investors are taxed in the future. The Federal Government proposes to introduce these amendments with effect from 1 July 2015. Taxation of Australian Resident investors Investors are generally subject to tax on their share of the net income of the Trust to which they are presently entitled in each financial year. This will also include amounts that are reinvested in the Trust. The way in which investors are taxed will depend on the character of the income they receive (for example, franked dividends to which franking credits may attach, capital gains, foreign income to which foreign income tax offsets may attach, or interest income). We will provide you with an annual taxation statement after 30 June each year. The annual taxation statement will outline the tax treatment of the distributions you have received in that income year, including any foreign income tax offsets and franking credit entitlements. To the extent that an investor’s share of the net income of the Trust is attributable to a capital gain made by the Trust, the investor will include the capital gain in their assessable income. Certain investors may be entitled to apply the relevant Capital Gains Tax (CGT) discount to work out the net capital gain to include in their assessable income. In normal circumstances, you should expect the Trust to derive income and/or capital gains each year. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 33 SECTION 14. TAXATION Withdrawals from the Trust and Disposal of Units Withdrawal or disposal of a unit in the Trust is the disposal or cancellation of a CGT asset by an investor and a CGT event for tax purposes. To the extent that the proceeds exceed the cost base on the unit, you will make a capital gain. However, if the proceeds are less than your reduced cost base, you will make a capital loss. Generally, a capital loss can only be used to offset against capital gains derived in the current or a future tax year. Investors may be entitled to a 50% CGT discount (where the investor is an individual or a trust) or a 33.33% CGT discount (where the investor is a complying superannuation fund) if the investor has held the unit for at least 12 months. Gains and losses realised by an investor who holds their units on revenue account will be taxable as ordinary income or an allowable deduction, as the case may be, and will not qualify for the CGT discount. Non-resident individual unit holders The above taxation summary is only for investors who are residents of Australia for tax purposes. The tax treatment of non-resident investors in the Trust depends on the investor’s particular circumstances and the provisions of the relevant Double Tax Agreement between Australia and the investor’s country of residence. The Trust may be required to withhold tax on part or all of the distributions made to non-resident investors. It is important that non-resident investors seek independent professional taxation advice before investing in the Trust. Goods and Services Tax (GST) Unless otherwise stated, the fees quoted in the PDS are inclusive of GST less any expected Reduced Input Tax Credits. The benefits of any tax deductions, including additional input tax credits for GST, are passed on to investors in the form of reduced fees or costs. Tax File Numbers and Australian Business Numbers You are not required to quote your Tax File Number (TFN) or, if you have one, an Australian Business Number (ABN)1 or claim an exemption from providing a TFN. However, if a TFN or ABN is not provided or an exemption is not claimed, IIML is required by law to withhold tax from distributions at the top marginal tax rate plus the Medicare Levy. If you are making this investment on behalf of a business or enterprise you carry on, you may quote your ABN instead of a TFN. Foreign Account Tax Compliance Act (FATCA) There are certain consequences that may occur if you apply to invest and you are, or become, a US entity, a US citizen, reside in the US or have some connection with the US. These consequences may potentially be adverse to you. If this applies to you, we encourage you to seek professional taxation advice. Based on current guidance, IIML believes that the Trust may be required to comply with certain requirements under the FATCA that apply from 1 July 2014. Accordingly, IIML may request that you provide certain information about yourself in order for IIML to comply with its FATCA obligations. 1. Under AML/CTF Law, disclosure of an ABN is required for those individual investors who are a sole trader. Please refer to Step 4 of the Perennial Trusts application form for further information. 34 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 15 15. Additional information Constitution of the Trust The Trust is governed by a constitution. The constitution binds the responsible entity and the unit holders of the Trust. The constitution, together with the Corporations Act, set out the conditions under which the Trust operates and the rights, responsibilities and duties of the responsible entity in respect of the Trust. In particular, the authorised investment and valuation procedures for the Trust, our right to retire and our ability to charge fees and recover expenses are included in the constitution of the Trust. The responsible entity may alter the constitution of the Trust in certain circumstances if the responsible entity reasonably considers that the change will not adversely affect unit holders’ rights. Otherwise, the responsible entity must obtain unit holders’ approval by special resolution at a meeting convened for that purpose. The Trust may be terminated in certain circumstances stated in the constitution, including on exercise of the responsible entity’s discretion to terminate the Trust. The Trust may also be terminated and wound up, as provided in the Corporations Act. The constitution contains provisions limiting our need to compensate unit holders. Generally, if we comply with our duties, we will not be required to compensate unit holders for the loss unless the law requires us to. The constitution of the Trust also contains provisions regarding the responsible entity’s liabilities and rights for reimbursement out of the Trusts. These provisions include that: – the responsible entity is not liable for any loss unless it fails to comply with its duties under the Corporations Act; – the responsible entity can be reimbursed for liabilities and expenses incurred in connection with the proper performance of its duties; and – the responsible entity is not liable to any unit holder when acting in good faith and acting in reliance of professional advice. The responsible entity may transfer assets of the Trust to the unit holder rather than pay cash in satisfaction of all or part of a withdrawal request, subject to certain conditions set out in the constitution for the Trust. This may be subject to the conditions that the valuation of these assets be calculated within one month before the date of the proposed transfer, and that the costs associated with the transfer of assets be paid by the unit holder or be deducted from the amount due to the unit holder. The constitution of the Trust may be inspected at IIML’s registered office on a Melbourne business day or we can provide you with a copy on request. Unit holders’ rights The Trust may have a number of classes of units. Under the constitution the different unit classes may have different rights and entitlements including different management costs, expenses and distributions. The rights of a unit holder in the Trust are outlined in the constitution for the Trust. The rights of the unit holder in a Trust are also affected by the Corporations Act and exemptions and declarations issued by ASIC. Some of these rights include the right to: – withdraw units (please refer to Section 12 for circumstances where the responsible entity can refuse a withdrawal request); – receive income and capital distributions; – transfer units, noting that the responsible entity may decline to register any transfer of units in a Trust if any applicable stamp duty payable has not been paid. IIML may refuse any transfer request, without giving reasons, subject to the Corporations Act requirements; – upon the death of a unit holder, pass ownership of units to a surviving joint holder or where held individually, to the individual’s legal personal representative on behalf of their estate; – participate in distributions upon termination or winding up of the Trust after the Trust’s liabilities and expenses have been discharged; and – call, attend and vote at unit holder meetings. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 35 SECTION 15. ADDITIONAL INFORMATION Each unit a unit holder holds in the Trust gives a unit holder a beneficial interest in the Trust as a whole, but not in any particular asset of the Trust. Holding units in the Trust does not give a unit holder the right to participate in the management or operation of the Trust. Each unit in a Trust is of equal value and identical rights are attached to all units. Limitation of unit holders’ liability The liability of unit holders is limited by the constitution of the Trust to the amount, if any, which remains unpaid in relation to their investment. The constitution provides that unit holders shall not be under any personal obligation to indemnify the responsible entity (or its creditors) in respect of the liabilities of the responsible entity in relation to the Trust. However, the responsible entity cannot give an absolute assurance that a unit holder’s liability is limited in all circumstances as this issue has not been finally determined in court. Related party contracts IIML has appointed Perennial as Investment Manager of the Trust. Perennial has also been appointed to provide client servicing for the Trust. Perennial is part of the IOOF group of companies. In consideration of Perennial providing these services, Perennial is entitled to management fees paid by IIML. These fees are not an additional charge to investors. IIML may terminate the Investment Manager’s appointment and remove the Investment Manager by giving written notice if the Investment Manager commits an act of fraud, dishonesty or gross negligence in performing its investment management duties, that constitutes a material breach of its obligations. Indirect investors Investors and prospective investors may access the Trust indirectly. This PDS has been authorised for use by operators through an Investor Directed Portfolio Service (IDPS) or master trust. Such indirect investors do not acquire the rights of a unit holder of the Trust. Rather, it is the operator or custodian of the IDPS or master trust that acquires those rights. Therefore, indirect investors do not receive income distributions or reports directly from IIML, do not have the right to attend meetings of unit holders and do not have cooling off rights. Indirect investors should not complete the application form. The rights of indirect investors are set out in the disclosure document for the IDPS or master trust. If you are investing through an IDPS or a master trust, enquiries should be made directly to the IDPS operator or the trustee of the master trust. Complaints resolution If you have a complaint (or wish to obtain further information about the status of an existing complaint), please contact the Manager, Customer Care on 1300 730 032 (+612 8274 2700 if calling from New Zealand) or write to Manager, Customer Care, IOOF Investment Management Limited, GPO Box 264, Melbourne, VIC 3001. Where possible, concerns will be resolved immediately. If further investigation is required, our Customer Care team will acknowledge your complaint in writing and will consider and deal with your complaint as quickly as possible. We are required by law to deal with your complaint within 45 days. If you are not satisfied with the decision or response to your complaint, or 45 days have elapsed since you made your complaint, you may contact the Financial Ombudsman Service Limited (FOS) by calling 1300 780 808, or by writing to FOS at GPO Box 3, Melbourne, VIC 3001. The dispute resolution process described in this PDS is only available in Australia and is not available in New Zealand. 36 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 15. ADDITIONAL INFORMATION Privacy We recognise the importance of protecting your privacy. Your personal information will be handled in accordance with our privacy policy, which outlines how the information we collect from you is used, stored and disclosed. We will collect your personal information from the application form you complete when applying for this product. The main reason we collect, use and/or disclose your personal information, is to provide you with the products and services that you request. This may also include the following related purposes: – To help your financial adviser provide you with financial advice and ongoing services in relation to your account with us. – To facilitate internal administration, accounting, research, risk management, compliance and evaluation of IOOF group products and services. – To provide you with information about other products and services that we or other members of the IOOF group offer that may interest you. We may also disclose your information to external parties some of whom act on your or our behalf. These parties may include: – Your financial adviser – Banks or other financial institutions – Medical professionals – Insurers and reinsurers and their claims agents and assessors – Legal and accounting firms, auditors, mail houses, contractors, or others involved with the product – The Australian Taxation Office – Other companies within the IOOF group. We are also permitted to collect and disclose your personal information when required or authorised to do so by law. By signing the application form, you agree to us collecting, storing, using and disclosing your personal information. If you do not provide all the information requested in your application form, we will not be able to accept and process your application. If you have concerns about the accuracy and completeness of the information we hold, you may request access to your personal information by contacting the Privacy Officer: By mail: IOOF Investment Management Limited GPO Box 264 Melbourne VIC 3001 By email: [email protected] By phone: 1800 002 217 Depending upon the nature of the request, we may have the right to impose a reasonable charge. To obtain a copy of the IOOF group privacy policy please contact a Client Services Representative on 1300 730 032 (+612 8274 2700 if calling from New Zealand) or through Perennial’s website at www.perennial.net.au. Indirect investors should refer to the Privacy Policy of the trustee or IDPS operator in which they are an investor. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 37 SECTION 16 16. Investment by New Zealand investors General This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations (Australia). In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008. This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the offer must be made. There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities. Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian securities is not the same as for New Zealand securities. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. Currency exchange The offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. Dispute resolution The dispute resolution process described in this offer document is only available in Australia and is not available in New Zealand. The above warning statement is required pursuant to the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008. Investing in New Zealand dollars You may invest in the Trust in New Zealand dollars. If contributing in New Zealand dollars you will need to bear in mind both the currency conversion rate and applicable fees when ensuring that your contributions satisfy the applicable minimum thresholds, which are expressed in Australian dollars. Distribution reinvestments Units allocated to your account resulting from a distribution reinvestment will be allotted to you in accordance with the terms and conditions set out in the PDS and the constitution of the Trust. You can request copies of the following documents: – The most recent annual report. – The most recent financial statements, and if those statements are not audited or reviewed by an auditor, a statement to that effect. – The current PDS or a document that contains a description of the distribution investment plan and its terms and conditions. – The constitution of the Trust and any applicable amendments. Copies of these documents can be obtained free of charge by contacting a Client Services Representative on +612 8274 2700. You can also obtain copies of these documents by electronic means, by visiting Perennial’s website at www.perennial.net.au or emailing us at [email protected]. A distribution statement will be sent to you within 30 days from the date of the reinvestment of units, which will include the amount of the distribution and the number of units that have been allotted to you. If you are a New Zealand resident investing in the Trust, any distributions not reinvested will be paid to you in Australian dollars. 38 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 17 17. Glossary Term Definition AFSL Australian Financial Services Licence which is issued by ASIC under the Corporations Act which among other things, permits the issuing of financial products or the giving of financial product advice. AML/CTF Law Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), and all subordinate legislation in respect of that Act, as amended from time to time. APIR code A standard identifier for managed funds. ASIC Australian Securities and Investment Commission. Asset allocation The allocation of a portfolio value across various asset classes. ATO Australian Taxation Office. Benchmark S&P/ASX 300 Accumulation Index. Business day A day other than a Saturday, Sunday or a public holiday in Melbourne. Buy/Sell spread The difference between the entry and exit prices of the Trust. It is an estimate of the costs incurred when buying and selling the underlying securities in the Trust (such as transaction and any clearing and settlement costs). Constitution The constitution of the Trust. Derivatives Contracts that call for money to change hands at some future date, where the amount depends on, or is derived from, another security, liability or index, e.g. the underlying asset. For example, a contract might specify that one person can buy an item from the other at today’s price in six months’ time, regardless of the market price. Financial Adviser The term financial adviser in this PDS refers to an AFS Licensee or a representative of an AFS Licensee, as defined in the Corporations Act. Franking or imputation credit Company/share dividends paid out of profits on which the company has already paid tax. The investor is then entitled to a reduction in income tax for that amount (which is referred to as a franking or imputation credit). Futures Contracts/agreements to buy or sell a specified asset, at a future date, at an agreed time and agreed price determined when the contract is executed. Futures are a type of derivative. GST The goods and services tax as imposed by A New Tax System (Goods and Services Tax) Act 1999 (Cth) together with any related interest, penalties, fines or other charges. Hedge Taking steps to protect against or reduce the risk of a loss, but which might also reduce the potential gain. In terms of investments, this usually involves either buying or selling one investment to protect against loss in another. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS 39 SECTION 17. GLOSSARY Term Definition IDPS Investor Directed Portfolio Service and includes an IDPS-like scheme. Illiquid Under the Corporations Act, a trust is illiquid if it has less than 80% liquid assets (cash and marketable securities). IIML IOOF Investment Management Limited, ABN 53 006 695 021. Income Tax Legislation Means the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 and associated regulations. Investment manager Perennial Investment Partners Limited, ABN 59 087 901 620, AFSL 238763. Perennial Value Management Limited, ABN 22 090 879 904, AFSL 247293. IOOF group IOOF Holdings Limited and its related bodies corporate. Liquid assets Assets that can be readily converted into cash. Long position Purchasing a stock with the expectation that it is going to rise in value. Net Trust Value (also referred to as net asset value) The value of the assets less the liabilities of the Trust as calculated in accordance with the terms of the constitution. Perennial or PIPL Refers to both Perennial Investment Partners Limited, ABN 59 087 901 620, AFSL 238763 and Perennial Value Management Limited, ABN 22 090 879 904, AFSL 247293 or either where appropriate. Perennial trusts A range of trusts issued by IIML and for which Perennial is the Investment Manager. Perennial Value Management and Perennial Value Perennial Value Management Limited, ABN 22 090 879 904, AFSL 247293. Perennial Portfolio Online An online facility (available from www.perennial.net.au) which allows investors to access their account information for this and other Perennial trusts. Reduced input tax credits (RITC) Refers to a portion of the GST that can be claimed back from the ATO in certain circumstances. Responsible entity IOOF Investment Management Limited, ABN 53 006 695 021. Trust Perennial Value Wealth Defender Australian Shares Trust, ARSN 168 966 701. Value style investing A style of investing that searches for companies that are believed to be undervalued. The assumption behind value investing is that the market overreacts to good and bad news, resulting in stock price movements that do not correspond with the company’s long-term fundamentals. The goal is to purchase undervalued stocks that possess sustainable businesses, as they will ultimately be re-rated to overall market multiples. 40 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST PDS SECTION 18 Application Form 30 May 2014 1. Read the attached PDS relating to the Trust. Issued by the Responsible Entity: IOOF Investment Management Limited (IIML), ABN 53 006 695 021, AFSL 230524. Investment Manager: Perennial Investment Partners Limited (Perennial), ABN 59 087 901 620, AFSL 238763. 2. Read all of the information in this application form. For immediate assistance please call a Client Services Representative on 1300 730 032 (+612 8274 2700 if calling from New Zealand). 3. Complete all of the relevant sections of this application form. Please use CAPITAL letters and tick (✓) boxes where appropriate. 4. Read and sign the declaration on page 21 of this application form. Use of this application form This application form relates to the Perennial Value Wealth Defender Australian Shares Trust (the Trust). You should read the PDS attached to this application form. 5. Attach your supporting identification and documents. Use this application form if you are an investor investing directly in the Trust. If you are investing via an Investor Directed Portfolio Service (IDPS) or Master Trust or Platform, contact the operator of the IDPS, the trustee of the Master Trust or your platform provider for any investor enquiries. How to invest 6. Lodge your application form together with your supporting identification and documents. All words and phrases in this application form have the same meaning as given to them in the attached product disclosure statement (PDS). Eligible investors Investments offered in the Trust are only available to persons receiving the attached PDS within Australia and New Zealand. Applications from outside Australia and New Zealand will not be accepted. Important information for New Zealand investors New Zealand investors are only permitted to invest in the Trust if they have received the attached PDS. If you are a New Zealand investor, please ensure you have read the section entitled ‘Investment by New Zealand investors’ in the attached PDS. Client identification requirements for new investors In order to comply with the Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) Act 2006 (AML/CTF Law), we may require you to provide us with Proof of Identification. In some circumstances, depending on the type of investor you are, we may also require additional client identification documentation. As a general rule, you will need to provide proof of your identity: – If you do not have any existing account set up with IIML; – If you have existing accounts with IIML, but wish to open an additional account: – that will be in a different name to the existing accounts (e.g. in your family company name, or a joint account); or – that will be in a different capacity to the existing accounts (e.g. as Trustee for a Trust, a deceased estate, for a person under the age of 18 years, or on behalf of an unincorporated association). Where Proof of Identification is required, you will need to return your initial application form, together with any certified copies of supporting identification documentation. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 1 Completing this application form Your investment may be made by BPAY®1 (refer below), cheque, transfer from an existing investment or a combination of these options. If investing by cheque, please make payable to ‘IIML Application Trust Account A/C Applicants Name’, marked ‘Not Negotiable’. For example, if Robert Brown proposes to invest, the relevant cheque will be made payable as: ‘IIML Application Trust Account A/C Robert Brown’. Investors are required to complete this application form together with the relevant customer identification form and send these and the required identification documentation together your cheque(s) to: Perennial Investment Partners Limited Reply Paid 264 Melbourne VIC 8060 Using BPAY BPAY is a secure and convenient way to make initial investments and one-off additions to your investment. Please contact your financial institution to arrange to use BPAY through telephone or internet banking. Payment can be made from your cheque, savings, debt or transaction account. To make an initial investment using BPAY, please contact a Client Services Representative on 1300 730 032. For investments using BPAY, you will need to know: – The Biller Code for the Trust (please refer to Step 3 of the application form or the attached PDS); and – Your Customer Reference Number (CRN). Your payment request will generally be received by us on the business day after you make the payment via your financial institution (except where your payment has missed the cut-off time of your financial institution for that business day. This means that your payment will generally be processed by us on the business day after you have made your payment. Units will only be issued once we have received your funds and will be issued based on the entry price applying at the time of processing. If the required documentation does not accompany your application monies, we may delay your application request for up to 30 days after which the application monies will be returned to you. Please note: – BPAY payments generally cannot be reversed. Initial and additional investment minimums still apply to BPAY payments. – BPAY is only available to investors with an Australian financial institution account. – BPAY is not available from all financial institutions. Distribution instructions You can nominate your preferred distribution method in the investment details section (Step 3) of this application form. If you do not nominate your preferred distribution method, this will be taken to be a direction to reinvest distributions as additional units in the Trust. – Option A – Reinvestment of Distributions Your income distributions can be reinvested as additional units in the Trust without the payment of any applicable contribution fee and/or transaction costs. Distributions will be reinvested using a unit price calculated on the commencement of the first day after the distribution period to which the distribution relates. No buy/sell spread is applicable to this unit price. This facility can be implemented or cancelled at any time up to 10 days prior to the expiration of the current distribution period by sending us a written request. We can suspend or cancel the reinvestment of income distributions at any time. – Option B – Credited to a Financial Institution Account Your income distributions can be paid into your nominated account with a financial institution. However, if a payment is rejected by the financial institution, this will be taken as a direction to reinvest that income distribution and all future income distributions as additional units in the Trust. Applications made by persons under 18 years of age We are unable to accept applications from persons under the age of 18 years. Applications in respect of children should be made by their parent or guardian. The investment may be titled ‘name of parent/guardian’ account for ‘name of child’. Incomplete or incorrectly completed application forms If, for any reason, we are unable to process your application (e.g. the application form is incomplete or incorrectly completed or we are not satisfied that we have received the necessary Proof of Identification requirements to meet our obligations under AML/CTF Law), the application monies will be held by us in a non-interest-bearing trust account for up to 30 days (while we endeavour to verify your identification information or obtain any necessary outstanding information) after which we will return the application monies to you. We reserve the right not to accept (wholly or in part) any application for any reason or without reason. If we refuse to accept an application, any funds received from you will be returned to you without interest. Keeping us informed It is important that our records are up to date. You can download a ‘change of information form’ from www.perennial.net.au or inform us in writing (signed by the investor(s) or authorised signatories) of any changes to the personal details which you have given us. This may be a new postal address, a change of name or new financial institution account details for distribution payments. Please quote your account number when you contact a Client Services Representative. 1. 2 BPAY is a registered trademark of BPAY Pty Ltd ABN 69 079 137 518. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 US Foreign Account Tax Compliance Act (FATCA) In order for IIML to comply with its FATCA obligations we are required to collect certain information. The additional FATCA information is essentially a ‘self-certification’ by an individual or entity of US tax residency status. Investors will need to declare their US tax residency status during the application process. Note: A financial institution, or a Trust with a Trustee that is a financial institution will need to provide a Global Intermediary Identification Number (GIIN) or alternatively their FATCA status. The following investor types are not required to provide FATCA information: – Deceased estates – Regulated superannuation funds (Self Managed Superannuation Funds, APRA regulated super funds, government superannuation funds or Pooled Superannuation Trusts) – Non Financial Public Companies – Government bodies Privacy Information provided to us is primarily used for the purpose of opening an investment account and for other ancillary purposes detailed in the PDS and Privacy Policy, for example: assisting your financial adviser in providing you with advice and to provide you with statements through mail houses. The Responsible Entity may disclose your personal information, such as, your name and contact details, along with your account information to its related bodies corporate, a person with whom you have a joint investment, your financial adviser, mail houses, professional advisers, businesses that may have referred you to us, banks and other financial institutions. We are required to collect your personal information under the Corporations Act 2001 and the AntiMoney Laundering and Counter-Terrorism Financing Act 2006. If you do not provide all of the requested information, we will not be able to action your request. We are not likely to disclose your personal information to overseas recipients. Your personal information will be used in accordance with our Privacy Policy. The Privacy Policy contains information about how you may access or correct your personal information held by us and how you may complain about a breach of the Australian Privacy Principles. You may request a copy of the Privacy Policy by contacting a Client Services Representative on 1300 730 032 or through Perennial’s website at www.perennial.net.au. Representative facility (optional) You can nominate another person such as your spouse, a relative, or your financial adviser, accountant or solicitor to transact on your account. Only you (the investor) can authorise a Representative to act on your behalf. To cancel the authority of your nominated Representative, you must give us 14 days prior written notice. Your security password must be provided by your Representative when acting or enquiring on your behalf via the telephone. The following conditions apply: – Your Representative can do everything that you can do in respect of your investment in the Trust (except appoint other representatives). This includes making withdrawals. However, any payments must be made to you (the investor) either by cheque or electronically. – You are responsible for anything that your Representative does on your behalf. – If someone whom IIML reasonably believes to be your Representative acts on your behalf, IIML will treat the request as if you had personally acted. – If your Representative is a company, its directors or authorised officers can act as the representative. – If your Representative is a partnership, each partner can act as the Representative. Please refer to Step 8 of this application form. A person who gives another person access to the application form must at the same time, and by the same means, give the other person access to the attached PDS. Please note: Proof of Identification requirements under AML/CTF Law, apply for Representatives. Under AML/CTF Law, disclosure of an ABN is required for those individual investors who are sole traders. Please refer to pages 4 and 5 of this application form for further information. Certification Certification is the process of verifying that something is a true and exact copy of an original document issued by a court or government agency. Certification occurs where a copy of an original document is made and a court, government agency or qualified person attests that the copy is a true and exact reproduction of the original document and it is stamped and signed as being an original certified copy. Eligible certifiers include: – Certified practising or chartered accountants with two or more years of continuous membership. – Lawyers. – Justices of the Peace. – Public Notaries. – Police Officers. – Judges. – Permanent employees of Australia Post with more than two years of experience. – Officers with, or authorised representatives of, a holder of an Australian Financial Services Licence, having two or more continuous years of experience. The person certifying the document should write their qualification beneath their signature. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 3 Guide: Proof of Identity Requirements AML/CTF Law obligates IIML to verify the identity of each of its investors before providing financial services to them. Please note: Generally, existing investors with us, who have already been identified, do not need to provide the Proof of Identity listed below. If you are a new investor in the Trust, making a new investment application, you will need to provide originals or original certified copies of one or more of the following documents. The Proof of Identity documents are required to be submitted with your application form. Please note: Documents that are written in a language other than English must be accompanied by an English translation prepared by an accredited translator. (a) Individual Investor Applicants Type of Investor Proof of Identity – please provide the relevant documents (i) Either ONE of the following documents: – Current driver’s licence containing a photograph of the individual (please copy front and back of licence). – Passport (a passport that has expired within the preceding two years is acceptable). – Card issued under a State or Territory for the purpose of providing a person’s age containing a photograph of the person. Individual: – Acting for themselves. – As a sole trader. – As an individual Trustee of a Trust. Note: For joint investors, the necessary Proof of Identity is required for each investor. OR ONE of the following documents: – Birth certificate or birth extract. – Citizenship certificate. – Centrelink card issued by Centrelink that entitles the person to financial benefits. (ii) Individuals who have been nominated as a Representative or Power of Attorney for: – An individual. – A company. – A Trust. – A partnership. – An association. – A registered co-operative. – A government body. – A deceased estate. – AND A notice issued to an individual showing the current residential address (e.g. tax notice within the last 12 months, utilities bill within the last 3 months). Verification of the identity of the nominated Representative or Power of Attorney – please refer to the ‘Proof of Identity Requirements’ listed in section (a)(i) above. Please note: – Nominated representatives must COMPLETE Step 8 ‘Representative Facility’ of the application form (Step 8 is not required for Power of Attorney). – Where a Power of Attorney has been granted, an original certified copy of the Power of Attorney must be provided. (b) Company Investor Applicants Type of Company Proof of Identity – please provide the relevant documents (i) – Australian Company: – Listed public company and subsidiaries. – Public unlisted company subject to regulatory oversight. – Public listed company NOT subject to regulatory oversight. – Proprietary company subject to regulator oversight. – Proprietary company NOT subject to regulator oversight. (ii) Foreign Company: – Foreign listed company (or subsidiary) registered with ASIC. – Foreign listed company NOT registered with ASIC. – Company registered with foreign body. – – – Record of the registered status via ASIC search noting registered name and ACN.1 OR If regulated, record of regulated status via search of regulator’s register – i.e. RSE Licence from APRA register, AFSL from ASIC.1 OR Copy of certificate of incorporation. OR Copy of the relevant licence. AND – If applicable, verification of nominated representative, or Power of Attorney, as outlined in section (a)(ii). – – – If applicable, record of registered status via ASIC search noting registered name and ACN.1 OR Record of the foreign registration status via search of foreign registration/exchange (i.e. ASIC equivalent).1 OR If applicable, certificate of registration issued by foreign registration body noting registered name and identification number. AND – If applicable, verification of nominated representative, or Power of Attorney, as outlined in section (a)(ii). 1. 4 Search must be dated within last three months. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 (c) Trust Investor Applicants Type of Trust Proof of Identity – please provide the relevant documents 1. Regulated Trust – SMSF with an individual or company as Trustee. – 2. Other Trust With an: – Individual as Trustee*. – Company Trustee. Extract of the Trust Deed showing the following details: – The full name and type of Trust and the country in which it was established; – The full name of any Trustee in respect of the Trust (and, if individuals, showing their signatures). – The full name of any beneficiary in respect of the Trust (including details of their class). – The date upon which the Trust was established. OR – Extract of the government legislation showing the name of the Trust (DO NOT require the entire legislation) [only for government superannuation funds established by legislation]. Note: Where the beneficiary of the Trust is a child, the parent, as individual Trustee, must be verified in accordance with the Proof of Identity requirements in section (a)(i). 3. Deceased Estate Record of the regulated status via search of ASIC, ATO or the relevant regulator’s database (e.g. ASIC/APRA) or Super Fund Lookup at www.business.gov.au. OR – Extract of the Trust Deed showing the following details: – The full name and type of Trust and the country in which it was established; – The full name of any Trustee in respect of the Trust (and, if individuals, showing their signatures). – The full name of any beneficiary in respect of the Trust (including details of their class). – The date upon which the Trust was established. AND – Record of ASIC registration (Company Trustee only). OR – Verification of identified Trustee (Individual Trustee only), as outlined in section (a)(i). AND – If applicable, verification of nominated representative or Power of Attorney, please refer to section (a)(ii). AND – Verification of identified Trustee (Individual Trustee only) as outlined in section (a)(i). OR – Record of ASIC registration (Company Trustee only). AND – If applicable, verification of nominated representative or Power of Attorney, as outlined in section (a)(ii). – Extract of Will, grant of probate or letters of administration including the names of the executors. AND – If applicable, verification of nominated Representative or Power of Attorney, as outlined in section (a)(ii). (d) Government Body Investor Applicants Select ONE of the following options: – Perform a search of the relevant Commonwealth, State, Territory or Foreign government website for confirmation of the body’s existence – Perform a search of the relevant State, Territory of Foreign Country register of government bodies. – A copy or extract of the legislation establishing the body obtained from a reliable and independent source, such as a government website. AND – If applicable, verification of nominated Representative or Power of Attorney, as outlined in section (a)(ii). (e) Other Investor Applicants (e.g. Partnerships, Associations, Registered Co-Operatives) Additional Proof of Identity is also required. For a copy of the applicable Identification Form and Proof of Identity requirements, please contact a Client Services Representative on 1300 730 032 (+612 8274 2700 if calling from New Zealand), or visit www.perennial.net.au/pds_aml to download the relevant AML Identification form. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 5 Step 1: Application Details Are you an existing investor? No, this is a new investment application (please refer to section 1 (Key features of the Perennial Value Wealth Defender Australian Shares Trust) of the attached PDS for the minimum initial investment for the Trust). Please note: Generally, existing investors who hold investments with us will not be required to provide proof of identification requirements under AML/CTF Law, unless they are applying under a different name to their existing accounts (e.g. as joint investors, or in a family company name) or in a different capacity to their existing accounts (e.g. as Trustee for a Trust, or a director of a company). Yes, please provide your account number: Account Number If no account number is advised, a new account number will be issued. If you would like to make your initial deposit via BPAY, please contact a Client Service Representative on 1300 730 032 to obtain a Customer Reference Number (CRN). Once received, please provide your CRN. CRN If this is an additional application for the Trust, please use the additional application form. If this is an application to switch? Yes If Yes, please provide an account number to switch ‘to’: No Go to Step 2 Step 2: Investor Details You will need to complete certain sections of this application form depending on your investor type. Please tick your investor type and complete all referenced sections. ALL applicants must complete Step 7. Steps to complete for new investments Steps Page numbers Individual, Joint Investors, Sole Trader 2, Part A 3, 4, 6, 7 Company Steps to complete for a switch from one Perennial Trust to another Trust Steps Page numbers 6-8, 16-17, 19-22 5 and 7 18 and 21 2, Part B 3, 4, 6, 7 6, 9-11, 16-17, 19-22 5 and 7 18 and 21 Trust/Superannuation Fund, with individual Trustee(s) 2, Part C 3, 4, 6, 7 6, 12-14 16-17, 19-22 5 and 7 18 and 21 Trust/Superannuation Fund, with corporate Trustee(s) 2, Part C and B 3, 4, 6, 7 6, 9-14 16-17, 19-22 5 and 7 18 and 21 Other1 which may include Partnerships, Associations or Registered Co-operatives 2, Part B (a), (b) and (i) only 3, 4, 6, 7 6, 9, 11 16-17, 19-22 5 and 7 18 and 21 Investor Type Step 8, Representative Facility, is optional. Security Password For security purposes and easier access to your account information via telephone, please provide a password. Please note: When a Representative is nominated, no account information will be provided via the telephone unless this password is quoted. Registration for Perennial Portfolio Online (Optional) Please see the Perennial Portfolio Online section under ‘How we keep you informed’ under section 13 of the attached PDS and Terms and Conditions, found at www.perennial.net.au, for more details. To register for Perennial Portfolio Online, an email address, security password and a date of birth must be provided for the nominated contact person. I/We would like to register for Perennial Portfolio Online to have online access to my/our account. Your registration details will be automatically sent to you. 1. 6 An additional identification form will need to be completed for those applying under the Other investor category. The form may be obtained from www.perennial.net.au/pds_aml or by contacting a Client Services Representative on 1300 730 032 (+612 8274 2700 if calling from New Zealand). PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Part A: Individual or Joint Investor (a) Investor 1 All notices and correspondence will be forwarded to the address of Investor 1. Personal Details Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Residential Address (PO Box not acceptable) Suburb/City State Postcode Suburb/City State Postcode Phone (after hours) Phone (business hours) Mobile Fax Mailing Address (if different from above) Email Date of Birth (dd/mm/yyyy) / / Occupation Industry of Occupation Are you an Australian resident for tax purposes? Yes No If No, state country of residence Are you a US citizen or resident of the US for tax purposes? Yes No If Yes, please provide your US Taxpayer Identification Number (TIN). (b) Sole Traders Only Please also complete this section if you are an individual investor applying as a sole trader. Business Name (if applicable) Australian Business Number (ABN) Business Address (PO Box not acceptable) Suburb/City State PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Postcode 7 (c) Investor 2 (Joint investors only)1 Personal Details Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Residential Address (PO Box not acceptable) Suburb/City State Postcode Suburb/City State Postcode Phone (after hours) Phone (business hours) Mobile Fax Mailing Address (if different from above) Email Date of Birth (dd/mm/yyyy) / / Occupation Industry of Occupation Are you an Australian resident for tax purposes? Yes No If No, state country of residence Are you a US citizen or resident of the US for tax purposes? Yes No If Yes, please provide your US Taxpayer Identification Number (TIN). 1. Note for joint investors: If either investor is able to operate the account and bind the other joint investor for future transactions (including additional investments, switches and withdrawals) please tick (✓) this box: Security Password For security purposes and easier access to your account information via telephone, please provide a password. 8 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Part B: Companies If you are investing as a: Domestic Company, please COMPLETE all required sections of PART B below. Foreign Company (domiciled in Australia), please COMPLETE sub-section (a) below only. You will also need to complete a separate client identification form, ‘Identification Form – Australian and Foreign Companies’. Other Investor1 as nominated in Step 2, please COMPLETE sub-sections (a), (b) and (i) below only. You will also need to complete a separate client identification form, relevant to your investor type. For copies of these forms, please call a Client Services Representative on 1300 730 032 (+612 8274 2700 if calling from New Zealand) or visit www.perennial.net.au/pds_aml. (a) Company Details Registered Name of Company/Entity Australian Company Number (ACN) OR Australian Registered Body Number (ARBN) (if applicable) OR Foreign Registration Number (if unregistered in Australia) Registered Business Address (PO Box not acceptable) Suburb/City State Postcode Country (if applicable) Principal Business Address (if different from above – PO Box not acceptable) Suburb/City State Postcode Country (if applicable) Industry in which Company Operates (b) Director Details for proprietary companies (Please list the full names of all Directors) Director 1 Given Name Surname Director 2 Given Name Surname Director 3 Given Name Surname Director 4 Given Name Surname For more than four directors, please attach a separate sheet. 1. Other investors may include Partnerships, Associations (such as Incorporated/Unincorporated Club/Body) and Registered Co-Operatives. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 9 (c) Is the Company regulated? Yes No If No, go to sub-section (d) If Yes, please specify regulator: Regulator (e.g. ASIC, APRA) Licence Number (d) Is the Company listed with the ASX? Yes No (e) Is the Company a majority owned subsidiary of a listed company? Yes No If No, continue to sub-section (f) If Yes, please provide name of the listed company (f) Company Type Public Private/Proprietary If Proprietary Company, please COMPLETE sub-section (g) below. (g) For Proprietary Companies Please list full names and addresses of shareholders who own more than 25% of the Company. Shareholder 1 Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Residential Address (PO Box not acceptable) Suburb/City State Postcode State Postcode State Postcode Country of Residence Shareholder 2 Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Residential Address (PO Box not acceptable) Suburb/City Country of Residence Shareholder 3 Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Residential Address (PO Box not acceptable) Suburb/City Country of Residence 10 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Shareholder 4 Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Residential Address (PO Box not acceptable) Suburb/City State Postcode Country of Residence (h) FATCA Information (US Foreign Account Tax Compliance Act) US FATCA status (select ✓ only ONE of the following categories, provide the information requested and proceed to section (i)) United States Company (A company created in the US, established under the laws of the US or a US taxpayer) Provide the company’s US Taxpayer Identification Number (TIN) Is the company an exempt payee for US tax purposes? Yes No Financial Institution (A custodial or depository institution, an investment entity or a specified insurance company for FATCA purposes) Provide the company’s Global Intermediary Identification Number (GIIN), if applicable If the company does not have a GIIN, please provide its FATCA status Non-Financial Public Company If the company is a Non-Financial Public Company, no further information is required. The FATCA section is now complete, proceed to (i) Non-Financial Proprietary Company Are any of the beneficial owners US citizens or residents of the US for tax purposes? Yes No If yes, provide the name and US Taxpayer Identification Number (TIN) of each beneficial owner who is a US citizen or resident of the US for tax purposes. Full given name(s) Surname US TIN 1 2 3 (i) Contact Person1 A contact person must be nominated for the account. Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Mailing Address Suburb/City State Phone (after hours) Phone (business hours) Mobile Fax Postcode Email Date of Birth (dd/mm/yyyy) / / 1. Please note: – All future notices and correspondence will be forwarded to the Contact Person. – The Contact Person must be one of the signatories on the account. – If the Contact Person is intended to have authority to transact on the account, on behalf of all directors/shareholders, Step 8 ‘Representative Facility’ must be completed. Conditions applying to the appointment of a Representative are detailed on page 3 of this form. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 11 Part C: Trusts All Trusts are to COMPLETE this section, AND Part B (applicable parts) – if the Trustee is a Company General Information (a) Full name of Trust (b) Full Business Name (if any) (c) Country of Establishment (d) Type of Trust Managed investment scheme Either: Registered (provide ARSN if registered) OR Unregistered ARSN Regulated Trust (i.e. a SMSF) ABN OR licensing details Provide name of regulator (e.g. ASIC, APRA, ATO) Government superannuation fund Provide name of the legislation establishing the fund Other Trust type Trust description (e.g. family, charitable, deceased estate, child) Note for Trustees – For Trusts with a Company Trustee, Company details are also required, please COMPLETE Part B, then proceed to sub-section (f). – For Trusts with Individual Trustees, please COMPLETE sub-section (e), then proceed to sub-section (f). (e) Details of Individual Trustee(s) Please list all Trustee(s), including name(s) and address(es). Trustee 11 Contact Person Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Residential Address (PO Box not acceptable) Suburb/City State Postcode Suburb/City State Postcode Phone (after hours) Phone (business hours) Mobile Fax Mailing Address (if different from above) Email 1. All future notices and correspondence will be sent to the Identified Trustee (Trustee 1 for Individual Trustees). If the Identified Trustee is intended to have authority to transact on the account on behalf of all Trustees/signatories, Step 8 ‘Representative Facility’, must be completed. Conditions applying to the appointment of a Representative are located on page 3 of this form. 12 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Date of Birth (dd/mm/yyyy) / / Country of Residence Occupation Industry of Occupation Trustee 2 Full Name (Dr/Mr/Mrs/Ms/Miss/Other) Residential Address (PO Box not acceptable) Suburb/City State Date of Birth (dd/mm/yyyy) / / Country of Residence Postcode Trustee 3 Full Name (Dr/Mr/Mrs/Ms/Miss/Other) Residential Address (PO Box not acceptable) Suburb/City State Date of Birth (dd/mm/yyyy) / / Country of Residence Postcode Trustee 4 Full Name (Dr/Mr/Mrs/Ms/Miss/Other) Residential Address (PO Box not acceptable) Suburb/City State Date of Birth (dd/mm/yyyy) / / Country of Residence Postcode (f) FATCA Information – Regulated Trusts only (Unregulated Trusts please proceed to (g)) Note: Regulated super funds (Self-Managed Superannuation Funds, APRA regulated superannuation funds, government superannuation funds or pooled superannuation trusts) are not required to complete section (f) and can proceed to the next relevant section. Provide the Trust or Trustee’s Global Intermediary Identification Number (GIIN), if applicable If neither the Trust nor the Trustee has a GIIN, please provide the Trust’s FATCA status PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 13 (g) FATCA Information – Unregulated Trusts only This section is not required for deceased estates – deceased estates can proceed to the next relevant section. Select ✓ only ONE of the following categories, provide the information requested and proceed to the next relevant section). United States Trust (A trust created in the US, established under the laws of the US or a US taxpayer). Provide the Trust’s US Taxpayer Identification Number (TIN) Is the Trust an exempt payee for US tax purposes? Yes No Financial Institution or Trust with a Trustee that is a Financial Institution (A trust that is primarily established for custodial or investment purposes or a Trust that has a Trustee that is a Financial Institution in its own right) Provide the Trust or Trustees’s Global Intermediary Identification Number (GIIN), if applicable If neither the Trust nor the Trustee has a GIIN, please provide the Trust’s FATCA status Other (Trusts that are not US Trusts, Financial Institutions or do not have Financial Institution Trustees) Are any of the Trust beneficiaries, trustees or settlors US citizens or residents of the US for tax purposes? Yes No If the Trustee is a company, are any of this company’s beneficial owners US citizens or residents of the US for tax purposes? Yes No Provide the name, address and US Taxpayer Identification Number (TIN) of each beneficiary, trustee, settlor or beneficial owner who is a US citizen or resident of the US for tax purposes. Addresses are only required if they have not already been provided in this form. If there are more the 3 US persons, provide the details of the additional US persons on a separate sheet. US Person 1 US Person 2 US Person 3 Full given name(s) Full given name(s) Full given name(s) Surname Surname Surname US TIN US TIN US TIN Residential Address (PO Box is NOT acceptable) Residential Address (PO Box is NOT acceptable) Residential Address (PO Box is NOT acceptable) Suburb State Suburb State Suburb State Country Postcode Country Postcode Country Postcode 14 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Part D: Government Body (a) General Information Full name of Government Body Principal place of operations Address (PO Box not acceptable) Suburb/City State Postcode Suburb/City State Postcode Phone (after hours) Phone (business hours) Mobile Fax Country (b) Government Information (select ONE of the following) Commonwealth of Australia Government Body Australian State or Territory Government Body Please specify State or Territory Foreign Country Government Body Please specify Foreign Country (c) Contact Person1 A contact person must be nominated for the account. Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Mailing Address Email Date of Birth (dd/mm/yyyy) / / 1. Please note: – All future notices and correspondence will be forwarded to the Contact Person. – The Contact Person must be one of the signatories on the account. – If the Contact Person is intended to have authority to transact on the account, on behalf of the Government Body, Step 8 ‘Representative Facility’ must be completed. Conditions applying to the appointment of a Representative are detailed on page 3 of this form. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 15 Step 3: Investment Details Please indicate the amount you would like to invest. For new applications the current minimum initial investment is $25,000. You can also establish a regular savings plan via direct debit by completing the direct debit request form available from www.perennial.net.au/pds. How would you like to receive any income distributed?1 Option B2 Minimum initial investment Name of Trust Perennial Value Wealth Defender Australian Shares Trust $25,000 APIR Code BPAY Biller Code Amount to be invested IOF0228AU 969287 $ Deposit directly to your Option A nominated Reinvest as financial additional institution units account Only complete this section if you have selected Option B above. If you have elected to have your investment income paid directly into your financial institution account, please provide your details here. Name of Account3 Financial Institution Branch BSB Number – 1. 2. 3. Account Number If you do not nominate an income distribution method, this will be taken as a direction to reinvest your investment income and allocate additional units in the Trust. If you nominate Option B and a payment is rejected by the financial institution, this will be taken as a direction to reinvest that income distribution and all future distributions as additional units in the Trust. This account must be an Australian Bank, Building Society or Credit Union. 16 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Step 4: Tax File Number (TFN) or Australian Business Number (ABN) Notification or Exemption Important information regarding your TFN or ABN: – Collection of your TFN or ABN information is authorised, and their use and disclosure are strictly regulated by tax laws and the Privacy Act 1988 (Cth). – Quotation of your TFN or ABN is not compulsory1 and it is not an offence if you decide not to supply us with this information. – If you do not supply us with your TFN or ABN, tax will be deducted from any income earned on your investment at the highest marginal tax rate plus the Medicare Levy, and forwarded to the Australian Tax Office (ATO). – If you are exempt from quoting your TFN or ABN, you must indicate this in the box below or tax will be deducted from any income earned on your investment. – An investor who is not an Australian resident for tax purposes is not required to provide a TFN or ABN. For more information about the use of TFN, or ABN, please contact the ATO. An ABN may be used as an alternative to a TFN if your investment is undertaken in the course of an enterprise. I authorise this TFN or ABN to be used for the investment for which I am applying. Investor 1 TFN or ABN (for applications on behalf of a Trust, please provide the Trust’s TFN or ABN. Please note: The TFNs for individual Trustees cannot be accepted for a Trust. OR I authorise IIML to use the TFN or ABN already held on file. OR I am not an Australian resident for taxation purposes. OR I claim an exemption from quoting the TFN or ABN. Reason for exemption Investor 2 TFN or ABN (for applications on behalf of a Trust, please provide the Trust’s TFN or ABN). Please note: The TFNs for individual Trustees cannot be accepted for a Trust. OR I authorise IIML to use the TFN or ABN already held on file. OR I am not an Australian resident for taxation purposes. OR I claim an exemption from quoting the TFN or ABN. Reason for exemption 1. Please note: Under AML/CTF Law, disclosure of an ABN is required for those individual investors investing as sole traders. If applicable, please provide this information under Step 2 – Part A (b), ‘For Sole Traders Only’. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 17 Step 5: Switching Details Complete this step if you wish to switch from a Perennial trust to the Perennial Value Wealth Defender Australian Shares Trust. Please indicate which Trust(s) you wish your money to be switched out of from the list below. – The minimum switch amount is $5,000. Please refer to the relevant PDS for details regarding switching and minimum balance requirements that may impact your investments in the Trust. – Switching operates as a withdrawal of units in one Trust and the investment of units in another and therefore may have taxation implications. Please contact a licensed financial or taxation adviser for further information. – If expressed in percentage terms, the below box titled ‘Switch to the Perennial Value Wealth Defender Australian Shares Trust APIR Code IOF0228AU’ must equal 100%. If expressed in dollar terms, the total value of the box must equal the amount/s stated under ‘Switch from $ or %’. Name of Trust APIR Code Switch from $ or % Perennial Absolute Return Trust IOF0227AU $ Perennial Asian Equity Trust IOF0112AU $ Perennial Australian Fixed Interest Trust IOF0113AU $ Perennial Cash Enhanced Trust IOF0111AU $ Perennial Cash Trust IOF0141AU $ Perennial Global Shares High Alpha Trust IOF0080AU $ Perennial Growth Australian Shares Trust IOF0201AU $ Perennial Growth High Conviction Shares Trust IOF0089AU $ Perennial Hedged Global Property Securities Trust IOF0115AU $ Perennial Income Focused Trust IOF0127AU $ Perennial International Equities Trust IOF0213AU $ Perennial Socially Responsive Shares Trust IOF0117AU $ Perennial Tactical Income Trust IOF0145AU $ Perennial Unhedged Global Property Trust IOF0184AU $ Perennial Value Australian Shares Trust IOF0200AU $ Perennial Value Shares For Income Trust IOF0078AU $ Perennial Value Smaller Companies Trust IOF0214AU $ Perennial Asian Shares Wholesale Trust IOF0203AU $ Perennial Australian Property Wholesale Trust IOF0044AU $ Perennial Balanced Wholesale Trust IOF0104AU $ Perennial Capital Stable Wholesale Trust IOF0100AU $ Perennial Cash Enhanced Wholesale Trust IOF0047AU $ Perennial Fixed Interest Wholesale Trust IOF0046AU $ Perennial Growth Shares Wholesale Trust IOF0048AU $ Perennial Hedged Global Property Wholesale Trust IOF0081AU $ Perennial International Shares Wholesale Trust IOF0045AU $ Perennial Value Shares Wholesale Trust IOF0206AU $ Switch to the Perennial Value Wealth Defender Australian Shares Trust APIR Code IOF0228AU Total amount to be invested in the Trust $ or % How would you like to receive any income distribution1? Option A – Reinvest as additional units. Option B2 – Deposit directly to your nominated financial institution account. Only complete this section if you have selected Option B above. If you have elected to have your investment income paid directly into your financial institution account, please provide your details here. Name of Account3 Financial Institution Branch BSB Number – 1. 2. 3. Account Number If you do not nominate an income distribution method, this will be taken as a direction to reinvest your investment income and allocate additional units in the Trust. If you nominate Option B and a payment is rejected by the financial institution, this will be taken as a direction to reinvest that income distribution and all future distributions as additional units in the Trust. This account must be an Australian Bank, Building Society or Credit Union. 18 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Step 6: Financial Adviser Details (Financial Adviser to complete, if applicable) We will only register a financial adviser who: – Holds a current Australian Financial Services Licence (AFSL); or – Is an authorised representative of an AFSL. Financial Adviser Details Dealer Group Licensee Name Financial Adviser Name Financial Adviser Number AFSL Perennial Adviser ID If you are a new financial adviser1, please also complete the following details: Business Name Business Address Suburb/City State Postcode Suburb/City State Postcode Phone Fax Mailing Address Mobile Email To register for Perennial Adviser Online, please visit www.perennial.net.au. Dealer Stamp Declaration by Financial Adviser In submitting this application form: – I declare that I hold a current AFSL OR I am a representative or an authorised representative to act on behalf of a holder of a current AFSL. – I confirm that I have provided the applicant with all of the necessary information concerning their chosen investment, including the attached Product Disclosure Statement. – I confirm that the applicant’s FATCA customer identification information is satisfactory considering the identification documentation sighted. – I confirm that I conducted the relevant customer identification procedure in line with obligations under the AML/CTF Law, and I have attached the necessary Proof of Identity documents with this application form. OR I have sighted and retained certified copies of the necessary Proof of Identity documents as recorded below in the applicable Record of Proof of Identity table. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 19 (a) Name of Individual Investor/Trustee 1: ID Document Details Document 1 Verified From Document 2 Original Certified Copy Original Certified Copy N/A Sighted N/A Sighted Document Issuer Issue Date Expiry Date Document Number Accredited English Translation Name of Individual Investor/Trustee 2: ID Document Details Document 1 Verified From Document 2 Original Certified Copy Original Certified Copy N/A Sighted N/A Sighted Document Issuer Issue Date Expiry Date Document Number Accredited English Translation (b) Company Investor/Trustee ID Document Details Verified From Document 1 Original Document 2 Certified Copy Performed Search Original Certified Copy Performed Search Document Issuer/Website Public Document Type Document issue date/Search date and website Accredited English Translation N/A Sighted (c) Trust ID Document Details Document 1 Verified From Original Certified Copy N/A Sighted Performed Search Document Issuer/Website Document issue date/Search date and website Accredited English Translation (d) Government Body ID Document Details Document 1 Verified From Copy of legislation sighted Performed Search URL link/full name of legislation Document issue date/Search date and website Accredited English Translation N/A Sighted (e) Other Investor Applicants (e.g. Partnerships, Associations, Registered Co-operatives) For a copy of the applicable Identification Form and Proof of Identity requirements, please call a Client Services Representative on 1300 730 032 (+612 8274 2700 if calling from New Zealand), or visit www.perennial.net.au/pds_aml. 20 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Step 7: Applicant Declaration I/We wish to invest in the Perennial Value Wealth Defender Australian Shares Trust as described in the attached PDS that this application form dated 30 May 2014, relates to. I/We have personally received an electronic or paper copy of the attached PDS before applying for an investment in the Trust. I/We declare that: –– All details in this application form are correct. –– I/We have received and accepted this offer in Australia or New Zealand. –– I/We agree to provide any information that may be required for the purposes of AML/CTF Law. –– I/We have correctly indicated my/our US tax residency status during the application process. I/We confirm that I/we have read and understood: –– That an investment into the Trust does not represent an investment in IIML, Perennial nor any related body corporate within the IOOF group. –– That neither IIML, Perennial, nor any related body corporate within the IOOF group, guarantees the performance of the Trust or the return or repayment of capital or income. –– The PDS in its entirety and on becoming a unit holder, I/we agree to be bound by the provisions of the attached PDS, and the constitution of the Trust (as amended from time to time). –– That investments in the Trust are subject to investment risks, including delays in repayment and loss of income and capital invested. I/We acknowledge that I/we have read and understood the Privacy section in the attached PDS and I/we consent to providing IIML with personal information pursuant to the Privacy Act 1988 (Cth) and for use as described in the PDS. New Zealand investors (must complete if New Zealand investor) By ticking (✓) this box , I/we acknowledge that: –– I am/we are a New Zealand investor(s); and –– I/we have received the PDS relating to this Trust; and –– I/we confirm that I/we have read the content of the section entitled ‘Investment by New Zealand investors’. Marketing Material I/We do not agree to IIML utilising my/our personal information for the marketing purposes of IIML or related bodies corporate within the IOOF group. Financial Report The Annual Financial Report for the Trust, detailing the financial performance of the Trust for the year ending 30 June, can be downloaded from www.perennial.net.au or via Perennial Portfolio Online after 30 September each year. Alternatively, you may choose to receive a hard copy of the Annual Financial Report by ticking (✓) this box: Power of Attorney If your application is signed under a Power of Attorney, please enclose an original certified copy of the Power of Attorney and the Proof of Identity documents as detailed on page 4 with your application form. If signed under Power of Attorney, the attorney certifies that he/she has not received notice of revocation of that power. PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 21 For Company Investors This application must be signed: – by two Directors or a Director and Company Secretary; or – by the Sole Director (where applicable); or – under Common Seal. Signatory 1 Signatory 2 Title (if applicable) e.g. Director/Sole Director/Company Secretary Title (if applicable) e.g. Director/Company Secretary Print Name Print Name Date (dd/mm/yyyy) / / Date (dd/mm/yyyy) / / Signatory 3 (for additional Trustees if applicable) Signatory 4 (for additional Trustees if applicable) Title (if applicable) e.g. Director/Company Secretary Title (if applicable) e.g. Director/Company Secretary Print Name Print Name Date (dd/mm/yyyy) / / Date (dd/mm/yyyy) / / Common Seal (of company) (if required) 22 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 Step 8: Representative Facility (optional) If you wish to nominate a Representative, please complete all sections below. Nomination of Representative I/We nominate the following person as my/our Representative: Title (Dr/Mr/Mrs/Ms/Miss/Other) Surname Given Name(s) Residential Address Suburb/City State Phone (after hours) Phone (business hours) Mobile Date of Birth (dd/mm/yyyy) / / Postcode Email Proof of Identity is required for all nominated Representatives. Please refer to the Guide: Proof of Identity Requirements on page 4 for further details. Representative Declaration I, the Representative have read and agree to the conditions as detailed on page 3 of this form entitled ‘Representative Facility’. Representative Signature Date (dd/mm/yyyy) / / PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 23 Investor(s) Authority to Nominate a Representative I/We: – Have read the conditions applying to the appointment of a Representative on page 3 of this form and agree to those conditions. – Release, discharge and agree to indemnify IIML, Perennial and any other related body corporate within the IOOF group from and against any and all losses, liabilities, actions, proceedings, accounts, claims and demands (whether authorised by me/us or not) arising from the appointment of or exercise of powers by the Representative. – Agree that a payment made to my/our Representative in accordance with the requests or instructions of the Representative shall be to the complete satisfaction of the obligation of IIML to the extent of the payment, notwithstanding any fact or circumstance, including that the payment was requested, made or received without my/our knowledge or authority. – Agree that if the payment is made in accordance with the request or instructions of the representative, I/we shall have no claim in relation to the payment against IIML, Perennial or any other related body corporate within the IOOF group. – Understand and acknowledge that I/we are bound by the actions of my/our Representative in relation to the operation of my/our investment in the Trust. – Authorise IIML to continue to follow instructions regarding this authority, until further notice in writing to cancel this authority is received. Power of Attorney If your nomination is signed under a Power of Attorney, please enclose an original certified copy of the Power of Attorney and the Proof of Identity documents as detailed in the Guide: Proof of Identity Requirements on page 4 with your application form. If signed under Power of Attorney, the attorney certifies that he/she has not received notice of revocation of that power. For Company Investors This request for an authorised Representative must be signed: – by two Directors or a Director and Company Secretary; or – by the Sole Director (where applicable); or – under Common Seal. Signatory 1 Signatory 2 Title (if applicable) e.g. Director/Sole Director/Company Secretary Title (if applicable) e.g. Director/Company Secretary Print name Print name Date (dd/mm/yyyy) / / Date (dd/mm/yyyy) / / Signatory 3 (for additional Trustees if applicable) Signatory 4 (for additional Trustees if applicable) Title (if applicable) e.g. Director/Company Secretary Title (if applicable) e.g. Director/Company Secretary Print name Print name Date (dd/mm/yyyy) / / Date (dd/mm/yyyy) / / Common Seal (of company) (if required) Only sign above if nominating an authorised Representative. All investors must sign the Applicant Declaration in Step 7 of the application form. 24 PERENNIAL VALUE WEALTH DEFENDER AUSTRALIAN SHARES TRUST APPLICATION FORM. ISSUED 30 MAY 2014 APPLICATION CHECKLIST Before sending your application, please use the checklist below to ensure that you have provided the required information and documentation. Completed the relevant Client Identification section for the investor type (see Step 2) and: Completed Steps 3 to 8, as relevant to your investor type, and: Enclosed required documents as outlined in the Guide: Proof of Identity Requirements on page 4. Enclosed a cheque payable to ‘IIML Application Trust Account (investor’s name)’ or include your CRN in ‘Step 1’ if using BPAY. If nominating a Representative, please note that additional Proof of Identity is required to be provided with this application form. Please refer to Step 8 ‘Representative Facility’. Please return your completed form and your cheque, if paying by cheque, to: Perennial Investment Partners Limited Reply Paid 264 Melbourne VIC 8060 If investing by cheque, please make payable to ‘IIML Application Trust Account A/C Applicants Name’, marked ‘Not Negotiable’. For example, if Robert Brown proposes to invest, the relevant cheque will be made payable as: ‘IIML Application Trust Account A/C Robert Brown’. Contact details Responsible Entity IOOF Investment Management Limited Registered Office Level 6, 161 Collins Street Melbourne VIC 3000 Phone 1300 730 032 (Australia) +612 8274 2700 (if calling from New Zealand) Investment Manager Perennial Investment Partners Limited ABN 59 087 901 620, AFSL 238763 Client Services Monday to Friday 8.30am to 5.30pm (Melbourne time) Principal place of business Level 24, 303 Collins Street Melbourne VIC 3000 Phone 1300 730 032 (Australia) +612 8274 2700 (if calling from New Zealand) Phone +612 8274 2700 Website www.perennial.net.au Fax 1800 558 539 (Australia) +613 8614 4492 (if faxing from New Zealand) Email [email protected] Postal address GPO Box 264, Melbourne VIC 3001
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