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Summary of

Securities Act (Westpac Investment Management-NZ-Limited) Exemption Notice 2004

2004/77

Gazetted on 26 March 2004
Expires on 31 March 2006

Effects of the exemption
Westpac Investment Management-NZ-Limited and Westpac Life-NZ-Limited are not required to include certain commercially sensitive information in registered prospectuses for Westpac Retail Unit Trusts, the Westpac Home Loan Trust and the Westpac Retirement Plan.

Background
Westpac Investment Management-NZ-Limited and Westpac Life-NZ-Limited are the manager and trustee respectively of investment products offered by Westpac companies to the public. BT Funds Limited provides investment and asset management and some administrative functions for these products and clients under an administrative agreement. The agreement contains commercially sensitive information which is not directly related to the investment products.

The exemption
Westpac Investment Management-NZ-Limited and Westpac Life-NZ-Limited are exempted from regulation 7(1)(a) of the Securities Regulations 1978 in respect of specified securities, in so far as that regulation requires a prospectus to include copies of the management agreement with BT Funds Limited.

Westpac Investment Management-NZ-Limited is exempted from clause 17(c) of Schedule 3A in respect of specified securities, in so far as that paragraph applies to the management agreement.

Westpac Life-NZ-Limited is exempted from clause 13(d) of Schedule 3C in respect of specified securities, in so far as that paragraph applies to the management agreement.

Conditions
The exemptions from regulation 7(1)(a) are subject to the conditions that the prospectus delivered for registration has attached the following:

• a copy of the management agreement, without the excluded provisions;
• a statement that certain provisions have been excluded, and why;
• a general description of the excluded provisions;
• information on when and where a copy of the management agreement, without the excluded provisions, is available for public inspection;
• a prominent statement to the effect that the directors of the issuer certify that the exclusion of provisions from the management agreement does not make the prospectus misleading in any material particular, by failing to refer or give proper emphasis to any adverse circumstances.

The exemptions from clause 17(c) of Schedule 3A and clause 13(d) of Schedule 3C are subject to the condition that the prospectus states when and where a copy of the management agreement, without the excluded provisions, is available for public inspection.

Reasons
The detriment to the commercial interests of Westpac Investment Management-NZ-Limited and Westpac Life-NZ-Limited by the disclosure of the excluded provisions would outweigh any benefit to prospective investors from their disclosure.

The conditions of the exemption require that Westpac Investment Management-NZ-Limited and Westpac Life-NZ-Limited explain to investors the general nature of the excluded provisions and why they have been excluded.

The directors of the issuer in each case must warrant that the non-disclosure of the excluded provision does not make the relevant prospectus misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances.

The exemptions from regulation 7(1)(a) of the Securities Regulations 1983 and from clauses 17(c) of Schedule 3A and 13(d) of Schedule 3C of those regulations are appropriate as they meet the criteria stated in the Commission's Exemption Policy Note for "Applications to Exclude Commercially Sensitive Information from Material Contracts". (The Exemption Policy Note can be viewed on the Commission's website at www.seccom.govt.nz/exemptions/exemption-policy.shtml.)