Superannuation Master Trust Annual Report for the year ended 30 September 2015 AMP Retail Superannuation AMP Business Superannuation ASPIRE - State Sector Retirement Savings Scheme

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Superannuation Master Trust 2015 Annual Report Prepared as at 29 February 2016

AMP Retail Superannuation AMP Business Superannuation ASPIRE – State Sector Retirement Savings Scheme

Introduction Thank you for investing with the Superannuation Master Trust (SMT, the Scheme). As Trustee of the Scheme, New Zealand Permanent Trustees Limited presents to Members the SMT Annual Report for the 12 month period from 1 October 2014 to 30 September 2015. This report includes the summary financial statements, the investment returns and changes in membership for this 12 month period. Your contributions are invested in the Scheme, a registered superannuation scheme. The Scheme was established on 20 March 2000 and has three divisions: - AMP Retail Superannuation (ARS) - AMP Business Superannuation (ABS) (closed) - ASPIRE – State Sector Retirement Savings Scheme (ASPIRE) (closed) The Scheme is a Portfolio Investment Entity (PIE) for tax purposes.

How the funds are invested The Scheme has 14 Investment Portfolios. These are: - Three Diversified Portfolios. Each Portfolio has a ready-made, well-diversified asset mix – so all the complex sector selection work has already been done to provide you with a simple, straightforward approach to investing. - Eleven Sector Portfolios, which enable allocation of funds to fund managers across a range of investment sectors. To find out more about the fund options available to you in ARS, please refer to the latest Investment Statement available at amp.co.nz. Assets in the investment sectors underlying these Portfolios are managed by a selected range of local and international fund managers. Choosing a Diversified Portfolio allows diversification across a number of investment sectors and fund managers with a variety of management styles.

Amendments to the Trust Deed since the date of the last Annual Report There were no amendments made to the Trust Deed for the 12 months ending 30 September 2015. 1

The Prospectus The latest Prospectus for: - ARS was registered on 30 March 2012 (and amended on 12 November 2012). With the closure of the ARS division to new members on 13 March 2013 no prospectus has been subsequently issued. - ABS was registered on 25 March 2014. With the closure of the ABS division to new members on 16 February 2015 no prospectus has been subsequently issued. - ASPIRE was registered on 28 March 2008. With the closure of the ASPIRE division to new members on 30 September 2008 no prospectus has been subsequently issued.

Important Notices As a result of the review of the Scheme, members of the ASPIRE division and members of some ABS employer groups had their funds transferred from the Scheme to the New Zealand Retirement Trust (NZRT). The ABS division of the Scheme was closed to new members from 16 February 2015. The following transfers from the Scheme took place: On 20 November 2014 approximately $414 million belonging to 10,300 members of the ASPIRE division of the Scheme was transferred to the NZRT. Following on from this transfer there were no members or assets remaining in the ASPIRE division of the Scheme. On 19 February 2015 approximately $115 million belonging to 1,977 members of the ABS division of the Scheme was transferred to the NZRT. On 29 June 2015 approximately $5.38 million belonging to 57 members of the ABS division of the Scheme was transferred to the NZRT. The remaining employers within the ABS division of the Scheme were informed of the intention to close their employer plans, effective 25 September 2015. Consequently all ABS employer plans were closed with benefits either paid to members or reinvested in other investment offerings. There are no members or assets remaining in the ABS division of the Scheme, other than residual benefit payments that are being finalised for exited members. AMP Retail Superannuation (ARS) is the sole operating division of the Scheme. It is intended that The New Zealand Guardian Trust Company Limited replace New Zealand Permanent Trustees Limited as trustee of the Scheme when the Scheme registers under the Financial Markets Conduct Act 2013 (FMCA). Although the FMCA has repealed the Superannuation Schemes Act 1989 it continues to apply to the Scheme until the earlier of 30 November 2016 or the date the Scheme is registered under the FMCA.

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Portfolio performance Performance data regarding each Portfolio is set out below. Further information on the Portfolios can be found in the fund fact sheets on amp.co.nz (search for ARS fund fact sheets).

Investment Fund

Returns for the period from 01-Oct-14 and ended 24-Sept-15 (%)†

30-Sept-15 (%)†

ABS

ARS

Diversified Portfolios Conservative

3.93

3.51

Balanced

2.46

1.20

High Growth

1.38

-0.42

Sector Portfolios Cash

3.54

3.63

NZ Fixed Interest

8.62

8.62

Listed International Property

13.05

12.65

Listed NZ & Australian Property

13.02

12.53

International Fixed Interest

5.72

5.88

NZ & Australian Shares (Multi-manager)

1.28

-0.91

NZ & Australian Shares (Value)

7.19

5.20

19.28

16.04

International Shares (Value)

2.91

-1.46

International Shares (Passive)

0.77

-2.05

n/a

13.33

International Shares (Growth)

UK Cash* Please note:

The UK Cash Portfolio is only available to ARS Members and is closed to new contributions. * For contributions in GBP denominated funds into ARS only. All withdrawals are in NZD using the exchange rate prevailing at the time. †These historical returns are net of Investment Management Fees and Trustee expenses, but are gross of PIE tax, Administration Fees, Service Fees and Insurance Premiums. Please note that past performance is not necessarily indicative of future performance. Investments in the Portfolios are subject to investment risk including possible loss of principal invested. The performance of the Portfolios, or the repayment of capital, is not guaranteed (in full or in part) by the Trustee (New Zealand Permanent Trustees Limited), AMP Wealth Management New Zealand Limited or any other party. While every effort has been made to ensure accuracy, no liability is accepted for any errors or omissions. 3

Superannuation Master Trust

Summary statement of changes in net assets available for benefits For the year ended 30 September 2015

30-Sep-15 $000’s

30-Sep-14 $000’s

Dividend and distribution income

730

1,728

Interest income

172

253

INCOME

Proceeds from insurance policies

13

-

Net gains on financial instruments at fair value through profit or loss

27,882

89,376

TOTAL INCOME

28,797

91,357

EXPENSES Insurance premium payments Management fees Other expenses TOTAL EXPENSES NET PROFIT BEFORE TAX Tax expense

102

332

2,347

4,442

533

2,316

2,982

7,090

25,815

84,267

-

-

25,815

84,267

Members’ contributions

16,839

44,299

Employers’ contributions

6,264

26,573

23,103

70,872

630,575

96,975

NET PROFIT AFTER TAX MEMBERSHIP ACTIVITIES Contributions

Total contributions Withdrawals Members’ withdrawals Insurance benefits paid to members

13

-

Members’ net PIE tax withdrawals

2,459

6,701

Administration fees

9,607

12,370

642,654

116,046

NET WITHDRAWALS

(619,551)

(45,174)

CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS

(593,736)

39,093

Total withdrawals

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These summary financial statements should be read in conjunction with the accompanying notes.

Summary statement of net assets available for benefits As at 30 September 2015

30-Sep-15 $000’s ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss Receivables TOTAL ASSETS

30-Sep-14 $000’s

33,776

34,227

336,727

920,193

340 370,843

206 954,626

-

618

19

42

12,335 12,354

1,741 2,401

NET ASSETS AVAILABLE FOR BENEFITS

358,489

952,225

VESTED BENEFITS

358,489

952,225

LIABILITIES Financial liabilities at fair value through profit or loss Payable to intercompany account with AMP Group Payables TOTAL LIABILITIES

For and on behalf of AMP Wealth Management New Zealand Limited (the Manager), who authorised these summary financial statements as at the date below.

Director 8 December 2015

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Director 8 December 2015

These summary financial statements should be read in conjunction with the accompanying notes.

Summary statement of cash flows For the year ended 30 September 2015

30-Sep-15 $000’s Net cash inflow from operating activities Net cash outflow from financing activities Net decrease in cash and cash equivalents

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30-Sep-14 $000’s

608,724

40,054

(609,175)

(44,504)

(451)

(4,450)

Cash and cash equivalents at the beginning of the year

34,227

38,677

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

33,776

34,227

These summary financial statements should be read in conjunction with the accompanying notes.

Notes to the summary financial statements For the year ended 30 September 2015

These financial statements are for the Superannuation Master Trust (the Scheme) for the year ended 30 September 2015 (balance date). The Scheme is a defined contribution superannuation scheme domiciled in New Zealand and established under a trust deed dated 20 March 2000 between National Mutual Corporate Superannuation Services Limited and New Zealand Permanent Trustees Limited (the Trustee). As part of a corporate restructure on 30 June 2011 National Mutual Corporate Superannuation Services Limited was amalgamated into AXA Wealth Management Limited, which was subsequently renamed AMP Wealth Management New Zealand Limited (the Manager). The Scheme is governed by a consolidated trust deed dated 13 February 2009 as amended on 21 May 2013 and 15 May 2014 (Trust Deed). The main purpose of the Scheme is to provide retirement benefits to members. The Scheme is closed to new members. The Scheme is registered under the Superannuation Schemes Act 1989 and is a profit-oriented reporting entity under the Financial Reporting Act 2013. The summary financial statements shown on pages 4 to 8 are an abridged version of the full financial statements for the Scheme and cover the 12 month period to 30 September 2015. The specific disclosures included in the summary financial statements have been extracted from the full financial statements. None of the information extracted from the full financial statements has been restated or reclassified. The summary financial statements comply with FRS 43: Summary Financial Statements. The summary financial statements are presented in New Zealand dollars and rounded to the nearest thousand dollars ($000’s). In November 2014, upon approval by the Financial Markets Authority, members of the ASPIRE group and members of some of the ABS employer groups were transferred by Section 9BAA from the Scheme to the New Zealand Retirement Trust (NZRT). This involved approximately $414 million of member funds. In February 2015, upon approval by the Financial Markets Authority, members of some of the ABS employer groups were transferred by Section 9BAA from the Scheme to NZRT. This involved approximately $115 million of member funds.

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NZRT is a master trust superannuation scheme which is administered by the AMP group. Between February 2015 and September 2015 all remaining ABS plans were closed with some schemes electing to transfer to NZRT and others being paid out in cash. It is intended that The New Zealand Guardian Trust Company Limited will replace New Zealand Permanent Trustees Limited as trustee of the Scheme when the Scheme registers under the Financial Markets Conduct Act 2013 (FMCA). The full financial statements of the Scheme for the year ended 30 September 2015 were authorised for issue by the Manager on 8 December 2015. The full financial statements have been prepared in accordance with the Trust Deed governing the Scheme, the Superannuation Schemes Act 1989, the Financial Reporting Act 2013, the transitional provisions of the FMCA and New Zealand Generally Accepted Accounting Practice. They comply with New Zealand equivalents to International Financial Reporting Standards, International Financial Reporting Standards (IFRS) and other applicable financial reporting standards as appropriate for profitoriented entities. The Scheme has made an explicit and unreserved statement of compliance with IFRS in its full financial statements. The Scheme is not a qualifying entity applying differential reporting concessions. Although the FMCA has repealed the Superannuation Schemes Act 1989, it continues to apply to the Scheme until the earlier of 30 November 2016 or the date the Scheme is registered under FMCA. The full financial statements have been audited by Ernst & Young who gave an unmodified opinion with no fundamental uncertainties or explanatory paragraphs on 8 December 2015. The summary financial statements have also been examined by Ernst & Young and their unmodified opinion is included in this report. No subsequent events were disclosed in the full financial statements and no events occurred between the date the full financial statements were authorised and the date the summary financial statements were authorised. The summary financial statements do not include all disclosures provided in the full financial statements and thus cannot be expected to provide as complete an understanding as is provided by the full financial statements. A copy of the audited full financial statements is available free of charge from AMP Customer Services, PO Box 55, Shortland Street, Auckland 1140, New Zealand.

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Independent Auditor’s Report To the Members of the Superannuation Master Trust The summary financial statements on pages 4 to 8, which comprise the summary statement of net assets available for benefits as at 30 September 2015, the summary statement of changes in net assets available for benefits, and the summary statement of cash flows for the year then ended, and related notes, are derived from the audited financial statements of the Superannuation Master Trust (the “Scheme”) for the year ended 30 September 2015. We expressed an unmodified audit opinion on those financial statements in our report dated 8 December 2015. Those financial statements, and the summary financial statements, do not reflect the effects of events that occurred subsequent to the date of our report on those financial statements. The summary financial statements do not contain all the disclosures required for full financial statements under generally accepted accounting practice in New Zealand. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements of the Superannuation Master Trust. This report is made solely to the Scheme’s members, as a body, in accordance with Schedule 2 of the Superannuation Schemes Act 1989. Our engagement has been undertaken so that we might state to the Scheme’s members those matters we are required to state to them in our report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Scheme and the Scheme’s members as a body, for our work, for this report, or for the opinions we have formed.

Trustee’s Responsibilities The Trustee is responsible for the preparation of summary financial statements in accordance with FRS-43: Summary Financial Statements.

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Auditor’s Responsibilities Our responsibility is to express an opinion on the summary financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing (New Zealand) (ISA(NZ)) 810, “Engagements to Report on Summary Financial Statements.” Other than in our capacity as auditor we have no relationship with, or interest in, the Scheme. Partners and employees of our firm may deal with the Scheme on normal terms within the ordinary course of trading activities of the business of the Scheme.

Opinion In our opinion, the summary financial statements are correctly extracted from the audited financial statements of the Superannuation Master Trust for the year ended 30 September 2015 and are consistent, in all material respects, with those financial statements, in accordance with FRS-43.

8 December 2015 Wellington

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Membership details

For the period 1 October to 30 September

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Year ended 30-Sep-15

Year ended 30-Sep-14

20,179

21,524

8

364

-

97

(257)

(563)

Total Members at beginning of period New Members joining during the period Transfers in from other Superannuation Schemes Less: Members leaving during the period – Retirements – Pension – Retirements – Lump Sum – Deaths/Terminal Illness/Trauma Claims – Lapses of Underlying Policies – Resignations – Redundancies – Transfers to other Superannuation Schemes – Other Withdrawals

(20) (7) (239) (8)

(35) (22) (586) (13)

(12,498) (316)

(84) (503)

Total Membership at end of period

6,842

20,179

Trustee’s certification To the Members of the Superannuation Master Trust (‘the Scheme’) for the year ended 30 September 2015 As required by the Second Schedule of the Superannuation Schemes Act 1989, New Zealand Permanent Trustees Limited as Trustee confirms that all contributions required to be made to the Scheme during the financial year in accordance with the terms of the Trust Deed have been made except where an employer has not provided contribution payments to the Trustee. Further, New Zealand Permanent Trustees Limited as Trustee hereby certifies that: 1. All the benefits required to be paid from the Scheme in accordance with the terms of the Trust Deed have been paid. 2. The market value of the assets of the Scheme at the close of the financial year equalled or exceeded the total value of benefits that would have been payable had all Members of the Scheme ceased to be Members at that date and had provision been made for the continued payment of all benefits being paid to Members and other beneficiaries as at the close of the financial year.

Ireen Muir For New Zealand Permanent Trustees Limited

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Directory Administration Managers: AMP Wealth Management New Zealand Limited PO Box 55 Shortland Street Auckland 1140 New Zealand AMP Services (NZ) Limited PO Box 55 Shortland Street Auckland 1140 New Zealand

Investment Manager: AMP Wealth Management New Zealand Limited PO Box 55 Shortland Street Auckland 1140 New Zealand

Trustee: New Zealand Permanent Trustees Limited PO Box 1589 Shortland Street Auckland 1140 New Zealand

The Directors of the Trustee and changes since the date of the last annual report are: Dennis Raymond Church Robert Leslie Smith Simeon John Wright (appointed 14 April 2015) Martin Hampton Jones (resigned 27 March 2015)

Insurer: The National Mutual Life Association of Australasia Limited PO Box 55 Shortland Street Auckland 1140 New Zealand ABN 72 004 020 437 (Incorporated in Victoria, Australia)

Auditors: Ernst & Young

Solicitors: Kensington Swan

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Correspondence Contact names and addresses for the Scheme are as follows:

For administrative matters and queries relating to your benefit entitlements: Customer Services – SMT Retail PO Box 1692 Wellington 6140 New Zealand Freephone: 0800 808 801 Freefax: 0800 161 699 Email: [email protected] International phone: +64 4 474 4500

Correspondence intended for the Trustee, New Zealand Permanent Trustees Limited, should be addressed to: The General Manager New Zealand Permanent Trustees Limited PO Box 1598 Shortland Street Auckland 1140 New Zealand Phone: +64 9 985 5300

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phone

0800 808 801

web

amp.co.nz

For more information about this and other AMP products and services, talk to your financial adviser, call us on 0800 808 801 or visit our website amp.co.nz A disclosure statement is available from your financial adviser on request and free of charge. AMP Wealth Management New Zealand Limited, PO Box 55, Shortland Street, Auckland 1140.

WEL508482 02/16

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