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Summary of

Securities Act (BT Funds Management (NZ) Limited and Westpac Life-NZ- Limited) Exemption Notice 2005

2005/67

Gazetted on 21 March 2005
Expires on 31 December 2007

Effects of the exemption

BT Funds Management (NZ) Limited (BT) and Westpac Life-NZ- Limited (Westpac) can exclude certain commercially sensitive information from a material contract that will be attached to the registered prospectuses for superannuation schemes issued by BT and Westpac, and for units in unit trusts issued by BT.

Background
BT and Westpac are incorporated in New Zealand. They are members of the Westpac Banking Group of companies. The material contract is a services agreement between BT, Westpac and MMc Limited. MMc Limited provides administrative services in respect of the assets of certain investment funds.

The exemption
BT and Westpac are exempted from regulation 7(1)(a) of the Securities Regulations and clause 13(d) of Schedule 3C of the Regulations. BT is also exempted from clause 17(c) of Schedule 3A of the Regulations.

Conditions
The exemptions from regulation 7(1)(a) are subject to the condition that the prospectus:

• is accompanied by the services agreement (without the excluded provisions);
• states that these provisions have been excluded and why they have been excluded;
• states the general nature of the excluded provisions;
• states when and where a copy of the services agreement (without the excluded provisions) can be inspected by the public on request and free of charge; and
• states that the directors certify that the exclusion of the excluded provisions does not make the prospectus or investment statement misleading by a failure 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 services agreement (without the excluded provisions) can be inspected on request and free of charge.

Reasons
The exemptions 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).

The detriment to the commercial interests of BT, Westpac, and MMc Limited that would be caused by the disclosure of the excluded provisions would outweigh any benefit to prospective investors from their disclosure.

Directors of the issuer must warrant that the non-disclosure of the excluded provisions does not make the registered prospectus or investment statement misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances.

The prospectus must state that information has been excluded from the services agreement in question, the reasons why that information has been excluded, and the general nature of the material information that has been excluded.