· Page 2 PROSPECTUS Brooklands (NZ) Superannuation Scheme No. 1 Dated 16th June 2014 This Index is in accordance with Schedule 6 of the Securities Regulations 2009

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PROSPECTUS

Scheme Full Name Brooklands (NZ) Superannuation Scheme No. 1

Scheme Trustee Brooklands Trustees (NZ) Limited

Prospectus Date 16th June 2014

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PROSPECTUS

Brooklands (NZ) Superannuation Scheme No. 1 Dated 16th June 2014

This Index is in accordance with Schedule 6 of the Securities Regulations 2009

This prospectus is dated 16th June 2014

A signed copy of the prospectus together with copies of the documents required by section 41 of the Securities Act 1978 was

delivered to the Registrar of Financial Service Providers for registration under section 42 of the Securities Act 1978. Legislation

referred to in this prospectus can be viewed online at www.legislation.govt.nz.

Any undefined terms contained in this prospectus shall have the same meaning as set out in the Trust Deed.

1. CONTENTS

1. Contents .................................................................................................................................................................................... 2

2. Description of Scheme .............................................................................................................................................................. 4

Name & Registration of the Scheme ......................................................................................................................................... 4

Particulars of the Scheme ......................................................................................................................................................... 4

UK Pension Funds ...................................................................................................................................................................... 4

Portfolio Investment Entity ....................................................................................................................................................... 5

3. Superannuation Trustees .......................................................................................................................................................... 5

Registered & Contact Addresses ............................................................................................................................................... 6

Important Information .............................................................................................................................................................. 6

Administration Manager ........................................................................................................................................................... 7

Connected Parties and Independence ...................................................................................................................................... 7

4. Managers, Promoters, Auditors, and Advisers ......................................................................................................................... 7

The S he e s Ke E tities ......................................................................................................................................................... 7

The Investment Provider Key Entities ....................................................................................................................................... 8

Brooklands International Platform ........................................................................................................................................... 8

Investment Managers and Custodians for Investment Portfolios ............................................................................................ 9

5. Description of Scheme and its Development ............................................................................................................................ 9

Summary of the principal terms of the Trust Deed .................................................................................................................. 9

Eligibility .................................................................................................................................................................................... 9

Application for membership ................................................................................................................................................... 10

Cessation of membership ....................................................................................................................................................... 10

Member's Account .................................................................................................................................................................. 10

Funding of Member Account .................................................................................................................................................. 10

Limits ....................................................................................................................................................................................... 10

Making Payments .................................................................................................................................................................... 11

Cooling Off Period ................................................................................................................................................................... 11

Transfers ................................................................................................................................................................................. 11

Funding by In-Specie Transfer of Assets ................................................................................................................................. 12

The Trustee ............................................................................................................................................................................. 12

GST on Fees ............................................................................................................................................................................. 12

Appointment and Removal of Trustee .................................................................................................................................... 12

Powers and Duties of Trustee ................................................................................................................................................. 12

Taxation................................................................................................................................................................................... 13

Amendment to the Trust Deed ............................................................................................................................................... 13

http://www.legislation.govt.nz/

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Termination of the Scheme..................................................................................................................................................... 13

Annuities ................................................................................................................................................................................. 14

Payment of benefits on death................................................................................................................................................. 14

Bankruptcy of beneficiary ....................................................................................................................................................... 14

Infancy or incapacity of beneficiary ........................................................................................................................................ 15

Permitted withdrawals or benefits ......................................................................................................................................... 15

Payment on Normal Retirement Date withdrawal ................................................................................................................. 15

Death ....................................................................................................................................................................................... 15

Early withdrawal benefit ......................................................................................................................................................... 15

Early payment due to Hardship .............................................................................................................................................. 15

Trustee's discretion ................................................................................................................................................................. 15

Members' liability ................................................................................................................................................................... 15

6. Investment objectives and policy............................................................................................................................................ 16

Re ui e e ts to Ope a I est e t .................................................................................................................................. 16

The Investment Provider Key Entities ..................................................................................................................................... 16

Investment Manager Options ................................................................................................................................................. 16

ARIA Capital Management Investment Options ..................................................................................................................... 16

ARIA Investment Portfolio Building Blocks ............................................................................................................................. 19

Cash Fund ................................................................................................................................................................................ 31

ARIA Portfolio Investment Returns for the Period 1 October 2012 to 30 September 2013 ................................................... 32

Change to investment objectives and policy .......................................................................................................................... 32

7. Summary of financial statements ........................................................................................................................................... 33

Statement of Net Assets ......................................................................................................................................................... 33

Statement of Changes in Net Assets ....................................................................................................................................... 33

Statement of Cash Flows ......................................................................................................................................................... 34

Notes to the Financial Statements .......................................................................................................................................... 34

8. Guarantors .............................................................................................................................................................................. 35

9. Acquisition of business or equity securities ............................................................................................................................ 35

10. Interested persons .................................................................................................................................................................. 35

Trustee .................................................................................................................................................................................... 35

Administrator .......................................................................................................................................................................... 35

General .................................................................................................................................................................................... 36

11. Material contracts ................................................................................................................................................................... 36

Investment Provider Contracts ............................................................................................................................................... 36

12. Pending proceedings ............................................................................................................................................................... 36

13. Other terms of offer and Scheme ........................................................................................................................................... 36

Establishment fee.................................................................................................................................................................... 37

Annual fee ............................................................................................................................................................................... 37

Transfer in / out to another scheme ....................................................................................................................................... 37

Payment of benefits ................................................................................................................................................................ 37

Platform Charges ..................................................................................................................................................................... 38

ARIA Investment Management Charges ................................................................................................................................. 38

Professional Fees .................................................................................................................................................................... 38

Alteration of fees .................................................................................................................................................................... 38

General .................................................................................................................................................................................... 39

14. Financial statements and auditor's report .............................................................................................................................. 39

15. Places of inspection of documents ......................................................................................................................................... 39

16. Other material matters ........................................................................................................................................................... 40

Transfers of UK Tax-Relieved Scheme Funds to the Scheme .................................................................................................. 41

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Tax ........................................................................................................................................................................................... 41

Portfolio Investment Entities .................................................................................................................................................. 42

New Zealand tax residents ...................................................................................................................................................... 42

Non-New Zealand tax residents .............................................................................................................................................. 42

General .................................................................................................................................................................................... 42

QROPS ..................................................................................................................................................................................... 43

17. Superannuation trustee's statement ...................................................................................................................................... 44

18. T ustee s E e utio ................................................................................................................................................................. 44

Appendix 1: Brooklands (NZ) Superannuation Scheme No. 1 Glossary of Terms .............................................................................. 45

Appendix 2: Brooklands (NZ) Superannuation Scheme No. 1 Fee Summary ..................................................................................... 49

Appendix 3: Brooklands (NZ) Superannuation Scheme No. 1 Investment Options ........................................................................... 50

2. DESCRIPTION OF SCHEME

KEY INFORMATION

The S he e is alled the B ookla ds NZ Supe a uatio S he e No.

The Scheme was established by Trust Deed in Wellington on 11th November 2010

The Scheme is a Defined Contribution Superannuation Scheme

The Scheme is listed as a QROPS with HMRC in the UK and is able to receive UK pension transfers

The S he e is egiste ed as a Po tfolio I est e t E tit i Ne Zeala d

The Investment Portfolios and building blocks of the portfolios are described within this section

The Ope i est e ts a e a aila le i Appe di at the e d of this do u e t a d a e pu lished o thl

The ability to change the available investments remains with the Trustee

The Scheme has a 30th September balance date

NAME & REGISTRATION OF THE SCHEME

The scheme is called the Brooklands (NZ) Superannuation Scheme No. 1 which is a Superannuation Scheme established by Trust

Deed dated 11th November 2010 in Wellington, New Zealand and registered as a superannuation scheme under Section 6 of the

Superannuation Schemes Act 1989 with effect on and from 20th June 2011 the Scheme .

PARTICULARS OF THE SCHEME

The Scheme is a Defined Contribution scheme, which means that the value of each e e s holdi gs i the s he e is e ual to the amount contributed or transferred into the scheme, consisting of cash and the value of the investments, less any fees, expenses,

applicable taxes, other liabilities and benefit withdrawals attributed to the Member and the scheme plus or minus investment

performance.

The Scheme is operated in accordance with the Deed and Rules of the scheme, as may be amended and updated from time to time,

in accordance with the legislation of New Zealand, and where necessary, the legislation and regulations of other jurisdictions.

On 22nd March 2012 the Trust Deed was amended by a Deed of Amendment which took effect from 6th April 2012 to ensure that

its rules in relation to transfers received from or through a UK Registered Pe sio S he e e ai ed o plia t ith the UK s HM Re e ue & Custo s HMRC a d i o de fo the s he e to ai tai its status as a Qualif i g Re og ised O e seas Pe sio Scheme (QROPS).

UK PENSION FUNDS

At the date of publication of the P ospe tus, the S he e has ee listed ith He Majest s Custo s a d Re e ue i the UK HMRC as a Qualif i g Re og ised O e seas Pe sio S he e QROPS allo i g it to a ept pe sio t a sfe s f o UK

registered pension scheme. Transfer to schemes which have QROPS status usually would not incur a UK tax penalty. The Scheme

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received notification of being listed with HMRC with effect from 28th June 2011 (HMRC QROPS Reference Number: QROPS 503889).

The current list of QROPS listed with HMRC can be viewed at http://www.hmrc.gov.uk/pensionschemes/qrops.pdf.

For the avoidance of doubt, in order to ensure the Scheme is able to continue to both receive and hold transfers from UK pension

schemes UK Relevant Transfer ithout i u i g ta pe alties the T ustee ese es the ight to adjust a d ha ge the S he e's rules, to the extent permitted by law, either in respect of just the UK Relevant Transfer or across the whole scheme, as may be

required by the regulations issued by HMRC, to maintain QROPS status. The Trustee, nor any other person, will be responsible for

any tax consequences for Members or third parties if QROPS status is lost, removed or revoked.

A further explanation of the impli atio of the S he e ei g a QROPS is set out u de the headi g QROPS i the se tio e titled What etu s ill I get?

PORTFOLIO INVESTMENT ENTITY

The S he e is a Po tfolio I est e t E tit PIE ) for New Zealand tax purposes which means that the income of the Scheme is

attributed to each Member and the Scheme pays tax on that income on behalf of the Member at the Member's prescribed investor

ate PIR .

Investors should be aware that the Trustee is empowered to take any action necessary for the purposes of complying with the PIE

rules under applicable tax law. This includes matters such as adjusting a Member's interest in the Scheme.

3. SUPERANNUATION TRUSTEES

KEY INFORMATION

The Trustee, which is a Corporate Trustee, is Brooklands Trustees (NZ) Limited

The Board of Directors of the Trustee is made up of the following individuals whose relevant experiences are summarised

below:

o Paul Evans

o Ross Hanning

The registered address and contact addresses for the Trustees are detailed in this section

The Administration Manager for the Scheme is Strategic Admin Solutions FZ LLC

The lists of connected parties are explained within the section At the date of this Prospectus, the Corporate Trustee is wholly owned by Paul Evans, with Paul Evans and Ross Hanning as Directors.

None of Mr Evans, the Trustee, any of its directors, or any other person, guarantees the performance of the securities offered in

this Scheme or the capital invested in those securities.

The Brooklands Trustees (NZ) Limited board of directors (the “Board ) is responsible for the supervision and management of

Brooklands Trustees (NZ) Limited.

At the date of this Prospectus, the members of the Board are as follows, though it should be noted that the Board may change

from time to time:

Paul Evans BSc (Econ) Dubai, United Arab Emirates

Academically, Paul is a Financial Economist, which brings him considerable knowledge in the analysis and valuation of

securities, including future income streams and yield calculations.

Paul has o e ea s e pe ie e of pe sio ad i ist atio ithi ost pe sio p odu ts a d this i ludes a significant number of years spent on UK self-invested products such as Self-Invested Personal Pensions (SIPP), Small

Self-Administered Schemes (SSAS) and Funded Unapproved Retirement Benefit Schemes (FURBS).

He has worked for a wide range of companies including Insurance Companies, Consulting Actuaries and Independent

Trustee Companies which gives him an in-depth experience and knowledge of the workings of the pensions industry.

http://www.hmrc.gov.uk/pensionschemes/qrops.pdf

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Paul has run pension trustee companies in the UK for over 10 years and also previously held senior technical positions

including Technical Manager for Occupational Pensions at Prudential.

He has been involved with transfers to overseas Schemes prior to April 2006 and since then he has led the way in

promoting multiple international jurisdictions which along with UK Schemes, brings a truly holistic approach to global

pensions solutions.

Ross Hanning BA, Dip Bus Stud (Accy), TEP Wellington, New Zealand

Ross is the Executive Director of Brooklands Trustees (NZ) Limited and has over 20 years of experience as a trust and

taxation adviser.

Ross is the principal of specialist trust consultancy; RPH Consulting. His clients are both domestic and international and

he has substantial experience in providing administration and support to Trustees.

P io to fo i g RPH Co sulti g, Ross s t ust a age e t e pe ie e i ludes ei g the Ge e al Ma age of oth a offshore International Trust Company and General Manager of a statutory trustee company in New Zealand. Other

ele a t e pe ie e i ludes ei g the Co e ial Di e to of o e of Ne Zeala d s la gest la fi s a d Chief Operating Officer for a funds management company that fo ed Ne Zeala d s fi st Maste T ust. P io to these oles,

Ross was a Senior Tax Manager with Deloitte.

Ross has an Arts degree from Victoria University of Wellington, a Post Graduate Diploma in Business Studies

(Accounting) from Massey University, is a full member of the Society of Trust and Estate Practitioners (STEP), is a

member of the Institute of Directors and is a Certified Prince 2 Project Management Practitioner.

REGISTERED & CONTACT ADDRESSES

The main contact information in respect of the Scheme is as follows:

Registered Address of the Trustee Brooklands Trustees (NZ) Limited

c/o DLA Phillips Fox

50-64 Customhouse Quay

Wellington 6011

New Zealand

Contact Addresses for the Board and the Trustee

New Zealand Contact Address Brooklands Trustees (NZ) Limited

17 Woodmancote Road

PO Box 29-086, Wellington 6443, New Zealand

Dubai Contact Address Brooklands Trustees (NZ) Limited

c/o Strategic Admin Solutions FZ LLC

Floor 3, Building 4, Dubai Outsource Zone, PO Box 345804

Dubai, United Arab Emirates

London Contact Address Brooklands Trustees (NZ) Limited

c/o Brooklands Trustees Limited

41 Lothbury

London, EC2R 7HG

United Kingdom

IMPORTANT INFORMATION

Under the Scheme's Trust Deed, the Trustee is indemnified out of the Scheme's assets in respect of any and all losses, expenses,

damages, claims, proceedings, cost (including the legal costs and out-of-pocket expenses on an indemnity basis) incurred as a result

of any action carried out, caused to have been carried out or omitted in connection with the Scheme except where those actions

are deemed to be as a result of negligence, neglect or fraud or any act or omission constituting a breach of the Trust Deed by the

Trustee.

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Neither the Trustee, nor any of its directors, nor any other person, guarantees the performance of the securities offered in this

Prospectus or the capital invested in those securities.

The Scheme is established principally for the purpose of providing retirement benefits to Members and Beneficiaries who are

natural persons.

ADMINISTRATION MANAGER

Brooklands Trustees (NZ) Limited reserves the right to delegate day to day administration to a third party and to change that party

as they see fit without the requirement to notify members. The Trustee will ensure that only day to day administrative tasks are

outsourced and retains full responsibility for the Scheme.

At the date of this Prospectus, Brooklands Trustees (NZ) Limited has nominated Strategic Admin Solutions FZ LLC to perform

administration activities as Administration Manager:

Strategic Admin Solutions FZ LLC Address Floor 3, Building 4, Dubai Outsource Zone, PO Box 345804


CONNECTED PARTIES AND INDEPENDENCE

Strategic Admin Solutions FZ LLC, the Administration Manager, is not independent of the Trustee and Promoter. Strategic Admin

Solutions FZ LLC is partly owned by Paul Evans who is a Director of both Strategic Admin Solutions FZ LLC and Brooklands Trustees

(NZ) Limited.

The investment manager(s) of the Scheme are independent of the Investment Manager.

4. MANAGERS, PROMOTERS, AUDITORS, AND ADVISERS

KEY ENTITIES FOR THE SCHEME

Trustee – Brooklands Trustees (NZ) Limited

Administration Manager– Strategic Admin Solutions FZ LLC

Promoter – Strategic Admin Solutions FZ LLC

Auditor – Deloitte Wellington

Solicitor – DLA Phillips Fox

Investment Manager - ARIA Capital Management Investment

Custodian – SEI Investments (Europe) Limited

THE SCHEME S KEY ENTITIES

Listed below are the titles, contact details and a description of the function of each of the entities connected with the operation of

the pension scheme.

Trustee

Brooklands Trustees (NZ) Limited

Registered Office:


c/o DLA Phillips Fox, 50-64 Customhouse Quay

Wellington 6011, New Zealand

The Trustee undertakes the statutory functions of a trustee of a registered superannuation scheme including ensuring

compliance with the requirements of the Trust Deed, investing Scheme money and holding the Scheme's assets on behalf of

Members. As at the date of the Prospectus the above is their address, however the address of the Trustee may change from

ti e to ti e. Cu e t details a e o tai ed f o the T ustee s e site: http://www.brooklandspensions.co.nz/

http://www.brooklandspensions.co.nz/

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Administration Manager

Strategic Admin Solutions FZ LLC

Correspondence Address:




The Trustee has contracted out day-to-day of the administration of the Scheme to Strategic Admin Solutions FZ LLC. Although

the Trustee retains control over, and remains primarily responsible for, the administration and management of the Scheme, this

contracting arrangement means that Strategic Admin Solutions FZ LLC is considered to be the 'administration manager'

(Administration Manager) for the purposes of the Superannuation Schemes Act 1989 and the Securities Regulations 2009. As

at the date of the Prospectus the above is their address, however the address of the Administration Manager may change from

ti e to ti e. Cu e t details a e o tai ed f o the Ad i ist atio Ma age s e site: www.brooklandspensions.com

Promoters




Brooklands (NZ) Superannuation Scheme No. 1 Promoter




Both Promoters are known under the brand of "Brooklands Pensions" and are responsible for the promotion of the Scheme.

Auditor

Deloitte

Address:

Deloitte

Deloitte House, Levels 11-16, 10 Brandon Street


Deloitte is the auditor of the Scheme (Auditor). As at the date of the Prospectus the above is their address, however the address

of the Audito a ha ge f o ti e to ti e. Cu e t details a e o tai ed f o the Audito s e site: http://www.deloitte.com/nz

Solicitors

DLA Phillips Fox

Address:

DLA Phillips Fox

50-64 Customhouse Quay


DLA Phillips Fox is the solicitor of the Scheme (Solicitors). As at the date of the Prospectus the above is their address, however

the add ess of the Soli ito a ha ge f o ti e to ti e. Cu e t details a e o tai ed f o the Soli ito s website:

http://www.dlapf.com

THE INVESTMENT PROVIDER KEY ENTITIES


the underlying investments. These will only be applicable if the Member has invested in the specified investment:

Brooklands International Platform

The Brooklands (NZ) Superannuation Scheme No. 1 is a designed to give access for members to a range of investment choices

th ough B ookla ds I te atio al Platfo BIP , a pe sio a d i est e t ap platfo made available by Strategic Admin

Solutions FZ LLC (the Promoter and Administrator).

Full Name & Facilities Offered


Investment Platform Provider

Registered Office:





Brooklands International Platform is a pension and investment wrap platform made available by Strategic Admin Solutions FZ

LLC. The system is designed to give online access to financial professionals to enable them to manage their clients online. The

website for Brooklands International Platform is:

http://www.brooklandsinternationalplatform.com

http://www.brooklandspensions.com/

http://www.deloitte.com/nz

http://www.dlapf.com/

http://www.brooklandsinternationalplatform.com/

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Investment Managers and Custodians for Investment Portfolios

Full Name & Facilities Offered

ARIA Capital Management

Discretionary Fund Manager and Investment Manager

Registered Office:

Absolute Return Investment Advisers (ARIA) Limited

4 Duke Street

Richmond

Greater London TW9 1HP

United Kingdom

Absolute Return Investment Advisers (ARIA) Limited are an Investment Manager of Brooklands (NZ) Superannuation Scheme

No. 1 and are a limited company registered in England and Wales under company no: 7091239. Authorised and Regulated by

the United Kingdom Financial Conduct Authority. FCA Registration No: 527557. The address of the Investment Manager may

change from time to time. Current details and further information on the provider can be obtained from the Investment

Manager's website http://www.ariacm.com/.

Full Name & Facility Offered:

SEI Investments (Europe) Limited

Custodian



Time & Life Building, 4th Floor

1 Bruton Street, London

W1J 6TL, United Kingdom

SEI Investments (Europe) Limited is the custodian of the ARIA Capital Management portfolios (Custodian). The address of the

Custodian may change from time to time. Current details can be obtained from the Custodian's website

http://www.seic.com/enUK/.

5. DESCRIPTION OF SCHEME AND ITS DEVELOPMENT

KEY INFORMATION

Me e ship a Natu al Pe so is pe issi le To cease membership, all assets can be transferred out or all benefits withdrawn (where available)

Holdings will be the sum of all contributions and investments less any liabilities attributed to a member

Funding can be by way of Contributions to the scheme and Transfers from other pension arrangements

Transfers from UK Pensions are permissible though may have certain conditions on benefits payable

Taxation of benefits and profits will be done in accordance with prevailing tax legislation

Annuities can usually be purchased using the fund

The Investment Portfolios are explained in this section and the Investment Statement for the Scheme

The Brooklands (NZ) Superannuation Scheme No. 1 was established in Wellington under a Trust Deed dated 11th November 2010.

The Trust Deed was amended by Deed of Amendment dated 22 March 2012. The effective date of the Deed of Amendment is 6

April 2012. This amendment was to bring the Deed and Rules in line with the amended UK QROPS legislation created by HMRC.

SUMMARY OF THE PRINCIPAL TERMS OF THE TRUST DEED

The following details the principal terms of the Trust Deed and the Deed of Amendment, not described elsewhere in this document.

This is a summary only and copies of the full Trust Deed and Deed of Amendment are available on request.

The Trust Deed establishes the Scheme and sets out the terms and conditions that govern the operation of the Scheme. The

Scheme provides for membership by natural persons who are eligible to apply to join as individual members.

Eligibility

Membership of the Scheme is open to all natural persons who have been invited by the Trustee to join the Scheme.

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Application for membership

Every natural person who applies to join the scheme is required to:

Make written application in such form as the Trustee may from time to time require

Submit such evidence of age as may be required by the Trustee

Complete an Investment Request in the form prescribed by the Trustee

Provide such information that may be required by the Trustee

Agree in writing to be bound by the terms of the Trust Deed

Cessation of membership

A Member shall cease to be a Member on whichever of the first occurs:

The Member's Account becomes less than or equal to zero and elects to cease membership

The Member transfers their whole entitlement to another scheme and elects to cease membership

Either of the above two scenarios occur and the Trustees deem the account to be ceased

The Scheme is wound up

A Member, on ceasing to be a Member, shall be entitled to the payment of benefits as set out in the Trust Deed.

Member's Account

Under the Scheme each Member has an individual account (Member's Account) under which the Member's interest in the Scheme

is recorded. The balance of a Member's Account consists of the value of the contributions and transfers made for and on behalf

of the member, plus any growth from the investments attributed to the Me e s A ou t less a lia ilities a d losses att i uta le to the Me e s A ou t.

All amounts recorded in Members' Accounts are to be denominated in such currency or currencies as is determined by the Trustee

from time to time, provided that the denomination of amounts in the currency or currencies so determined shall be in accordance

with all applicable law, including any relevant accounting standards.

Funding of Member Account

The funding of the scheme from which the benefits are to be provided can be:

by contributions to be made by the Member(s), their employers or others on their behalf

by the transfer of any cash sums or other assets which shall be assigned to the Trustee by the trustees of any other fund,

scheme or arrangement of which the Member(s) was a member

O joi i g, the Me e hooses ho u h to o t i ute o t a sfe i to the s he e. Afte the Me e s i itial o t i utio there is no obligation to make further contributions or transfers, however, the Member may make additional contributions or

transfers as agreed from time to time with the Trustee.

Contributions can be made initially, regularly or on an ad hoc basis as cash payment by bank transfer or cheque and will be indicated

to the Trustee on the application form.

There is no minimum or maximum contribution amount, within reason, though acceptance of contributions may be conditional on

acceptance by the Trustee and the Trustee reserves the right to make further investigations into the source of the funds as it deems

appropriate in line in international Anti Money Laundering practices. It is recommended that advice is sought for whether the

i te ded i itial a d o goi g alue of the s he e akes the s he e app op iate to the Me e s i di idual i u sta es.

Limits

There are no minimum or maximum contribution requirements for Member and your financial adviser will be able to confirm if the

considered amounts are appropriate for the scheme.

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Making Payments

Payments may be made by bank transfer to the details which can be confirmed by the administration manager, or by cheque,

which must be made out to Brooklands Trustees (NZ) Limited with the Member Details recorded on the reserve and forwarded to

the Trustee at the address below:

New Zealand Contact Address Brooklands Trustees (NZ) Limited

PO Box 29-086, Wellington 6443, New Zealand

Dubai Contact Address Brooklands Trustees (NZ) Limited




London Contact Address Brooklands Trustees (NZ) Limited

c/o Brooklands Trustees Limited

41 Lothbury, London

EC2R 7HG, United Kingdom

All amounts recorded in a Member's Accounts are to be denominated in such currency or currencies as determined by the Trustee

from time to time, provided that the denomination of amounts in the currency or currencies so determined shall be in accordance

with all applicable law, including any relevant accounting standards. At the date of this document, the Trustees denominate all

holdings in GBP for the purpose of administration, management and reporting, except where required to do otherwise.

Cooling Off Period

There is no cooling off period in respect of transfers or contributions.

Transfers

A Member may at any time apply to the Trustee to have part or the whole of any other superannuation or pension plan transferred

to the Scheme where permitted in law and by the ceding and receiving schemes. Where another pension plan is credited to the

Scheme for a Member, those holdings will be attributed to the Member Account.

Transfers from other plans will be at the discretion of the transferring provider and the benefits received and allocated to the

Member Account shall be transferred and held subject to such terms and conditions as are agreed between the transferring

Trustees and the Trustee of the Brooklands Superannuation scheme No. 1 and/or such other terms and conditions as the Trustee

may determine as being necessary or desirable or in the interests of the Member or the Scheme.

Notwithstanding the above a Member may apply to the Trustee to transfer, on condition of the current ability of the Scheme to

accept such funds, UK Tax-Relieved Pension Funds. The value of the UK Tax-Relieved Scheme Funds being transferred (UK

Relevant Transfer) shall be credited to the Member's Account of the relevant Member and shall be transferred subject to the

following terms and conditions:

The Trustee shall designate at least 70% of the funds originally transferred from the UK for the purposes of providing the

Member with an 'income for life' (as determined by the Trustee),

The pension benefits and any lump sum associated with those pension benefits payable to the Member under the Scheme,

to the extent that they relate to the UK Tax-Relieved Pension Funds, are payable no earlier than the time at which the

Member attains the age of 55 unless the Member is in ill health (as that term is used in the Finance Act 2004 (UK), and

Such other terms and conditions as are agreed between the scheme manager of any pension scheme from which the

Transfer Value is to be transferred and the Trustee and/or such other terms and conditions as the Trustee may determine

as being necessary or desirable or in the interests of the Member or the Scheme.

The Trustee may, at the written request of a Member, transfer to another superannuation or pension plan nominated by the

Member, an amount not exceeding the maximum value of the Member's Account of the relevant Member. If any benefit is

transferred from the Scheme to a transferee plan the transfer value (which may include a transfer of assets) shall be transferred

subject to such terms and conditions as agreed between the transferee plan trustees and the Trustee. Transfers in respect of UK

Tax-Relieved Scheme Funds shall only be made to schemes eligible to receive such transfers.

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Funding by In-Specie Transfer of Assets

An In-Specie transfer is to re-register an asset from a previous custodian, nominee or owner into the name of the Trustees and the

pension scheme. Subject to the approval of the Trustees, and where an investment is already available and open through the

Brooklands (NZ) Superannuation Scheme No. 1 it may be possible to transfer assets as contributions, or to transfer assets held in a

transferring pension plan, without having to sell the asset and re-purchase once the funds are available in the Brooklands (NZ)

Superannuation Scheme No. 1.

Any charges, arrangements or agreements in respect of such asset will have been agreed prior to the transfer to Brooklands

Trustees (NZ) Limited and therefore the Trustees will not accept any liability in respect of any charges, arrangements or agreements

where these are carried through. Additional charges may apply to facilitate this, including from the transferring provider.

The Trustee

The Trustee will administer the Scheme in such a way as to confirm the principal purpose of the Scheme as the provision of

retirement benefits for and in respect of Members and in accordance with the Superannuation Schemes Act 1989 (the "Act").

The Trustee shall not be liable for any actions, claims or demands arising out of anything done or caused to be done or omitted by

it (whether by way of investment or otherwise) in connection with the Scheme and costs arising therefrom, except for a breach of

trust arising from its own fraud, wilful misconduct or gross negligence.

The Trustee is indemnified out of the Fund to the extent permitted by law against any actions, claims or demands arising out of

anything done or caused to be done or omitted by it in connection with the Scheme and costs arising therefrom except an act or

omission which the Trustee knew to be a breach of trust and which the Trustee knowingly or wilfully committed or omitted as the

case may be or was committed fraudulently or as the result of gross negligence.

The Trustee shall not be liable in respect of any payment to any person erroneously made by it in the bona fide belief that the

person shall be a good and sufficient discharge of the obligations of the Trustee.

The Trustee shall not be liable if the assets of the Scheme are insufficient to pay the benefits under the Scheme by reason of any

loss or depreciation of any of the assets of the Scheme.

Each Member is required to pay the Trustee fees as detailed in the Investment Statement.

The Trustee does not currently charge fees for exiting or transferring out of the Scheme, although, this may change in the future.

The Trustee shall also be reimbursed, in addition to the fees stated above, for all other costs, charges and expenses properly

incurred by it in connection with or in relation to Scheme.

The Trustee reserves the right to charge any Members, or any group of Members, fees at a lower rate or amount than what is

expressed in this prospectus or in the Investment Statement, or waive or rebate such fees to such Members.

GST on Fees

All fees are stated on a Ne Zeala d Goods a d Se i es Ta GST exclusive basis. Under current law some fees are wholly or

partially exempt from GST. To the extent that GST is payable on any of the fees, then the GST component is payable in addition to

the fee stated.

Appointment and Removal of Trustee

The Trustee may retire at any time by giving one month's notice in writing to Members.

Powers and Duties of Trustee

The Trustee shall have all powers, rights and privileges in connection with the Scheme requisite or proper to enable it to carry out

or execute or do any transaction, act, deed, action or thing arising under or in connection with the Scheme.

Page 13

Taxation

The Trustee may take whatever actions are necessary to comply with the requirements which are obligatory or which the Trustee

may elect in respect of the apportionment or allocation of taxation or benefits under the tax laws of New Zealand (Income Tax

Law).

The Trustee shall ensure that all taxes payable by the Scheme are charged to Members as determined by the Trustee from time to

time. In particular, the Trustee may, for tax purposes, treat each Member Account separately.

The Trustee may elect that the Scheme be a Po tfolio I est e t E tit PIE , or cease to be a PIE at its discretion, and may

allocate the costs of being a PIE as it considers appropriate. The Trustee shall ensure that any PIE Tax is attributed to Members

taking into account such matters as the Trustee, acting reasonably, considers appropriate.

Subject to the requirements of Income Tax Law, the Trustee shall have the power and discretion to:

make any elections as to the method of calculation for allocation or attribution of any income, PIE Tax or other amounts

as the Trustee considers appropriate;

take all steps necessary to ensure that the Scheme is eligible or continues to be eligible as a PIE or otherwise to comply

with the requirements of Income Tax Law relevant to PIEs, including but not limited to, crediting or debiting Member's

Accounts and divesting any investment;

elect to offset tax liabilities and rebates in respect of the Scheme and/or a Member and make such adjustments as the

Trustee considers appropriate;

allocate any tax rebate received in respect of Members among the Members in such manner as the Trustee considers

appropriate;

adjust Member's Accounts (by crediting or debiting amounts (as applicable)), or withdraw or withhold any amount payable

to a Member to the extent necessary to account for payments or rebates in respect of any tax or other amounts payable

or receivable from time to time, as the Trustee reasonably considers appropriate; and

exercise, or decline to exercise, any power or discretion relevant to PIEs granted under any enactment as the Trustee

considers appropriate.

Amendment to the Trust Deed

Subject to the Act, the Trustee may vary the Trust Deed at any time provided that no variation shall detract from the Deed's main

purpose, namely to provide retirement benefits to Members. No variation shall have the effect of:

a. reducing, postponing or otherwise adversely affecting the benefits, whether vested, contingent or discretionary, that may

in due course flow from, or are attributable to, membership of the Scheme as the case may be up to the date the variation

is made; or

b. removing any right of Members or other beneficiaries to participate in the management of the Scheme; or

c. increasing the contributions, fees, or charges payable by any Member,

without the written consent of every Member and beneficiary at the date the variation is made who would be adversely affected

by the variation.

Termination of the Scheme

The Trustee may resolve to terminate the Scheme by giving notice to the Members.

If and whenever the Scheme is terminated the Scheme assets shall be realised and subject to the payment of all costs charges and

expenses properly payable thereat, the net proceeds of such realisation and any moneys then in hand shall be applied at that date

(the Relevant Date) for the benefit of the Members and other Beneficiaries and every benefit shall be of such amount as the

Trustees shall consider appropriate having regard to the rights or prospective rights of each such person provided that:

The total value of the benefits payable in respect of each Beneficiary shall be equal to the amount of the Member's

Account at the Relevant Date

Page 14

The Trustees may in lieu of making provision for any Beneficiary under this Rule make a transfer to another scheme

of which such Beneficiary becomes a member

In respect of any UK Relevant Transfer monies held within the Scheme, the Member may elect another currently listed

QROPS to transfer their benefit holdings to, or an annuity, in accordance with the Annuity section of the Prospectus,

however, it should be noted that the QROPS rules will remain, highlighting:

o Any payment made to the Member in respect of the UK Relevant Transfer can only be made after the age of 55

unless the Serious Ill Health condition is met

o Any payment amounts will be restricted in accordance with the content of this document

o Any funds which the Member is not duly entitled through such restrictions must be transferred on to another

QROPS or equally acceptable retirement provision as allowable by HMRC without intentionally incurring an

unauthorised payment penalty

o Any payments which are made to the Member, where they fall within the 10 year reporting requirement, will be

dul oted to HMRC i a o da e ith the S he e Ma age s espo si ilit

The balance of the Scheme assets (if any) remaining after benefits to and in respect of the Members and other Beneficiaries have

been paid or secured shall be distributed among the Members in the proportion the value of the Member's Account at the Relevant

Date bears to the balance of the Fund at the Relevant Date.

Annuities

All or part of the amount recorded in the Member's Account shall be used by the Trustee to purchase an annuity for the Member

from a life insurance company or provider of good repute in the following circumstances:

if the terms and conditions of a transfer to the Scheme require the transfer amount to be used to purchase an annuity for

the Member, or

if the Member elects by notice in writing to the Trustee for all or part of the benefit that would otherwise be payable to

be used to purchase an annuity.

If an annuity becomes payable to a Member, the Member may, subject to any terms or conditions of a transfer set out under the

heading 'Transfers' on page 11, elect for the annuity to commence at any time after the Member's Normal Retirement Date.

Payment of benefits on death

Subject to any conditions imposed on the Member account referred to under the heading 'Transfers' above or the Trustee's

discretion referred to under the heading 'Trustee's Discretion' below, and on receipt of proof satisfactory to the Trustee of the

death of a Member the Trustee will pay a lump sum which is equal to the value of the Member's Account as set out below.

The Trustee shall have the power at any time after a Member's death:

to pay all or part of such lump sum benefit to the Member's estate; and/or

to pay or apply all or part of such benefit to or for the benefit of:

- any one or more of that Member's Dependants; and/or

- any one or more of that Member's Relations; and/or

- any nominated Beneficiaries.

In exercising its discretion as to the payment of benefits at death the Trustee may have regard to but shall not be bound by any

wishes notified to the Trustees by the Member.

Bankruptcy of beneficiary

To the maximum extent permitted at law, in the event of bankruptcy of a Member or in the event of proceedings being taken by

any creditor for attachment to an amount recorded in the Member's Account of the Member, or a Member's entitlement to a

Benefit, the amount recorded in the Member's Account, or entitlement to, or interest in, the Benefits of that Member are forfeited

to the Trustee. The Trustee shall hold and may apply the amount recorded in the Member's Account or Benefits which would

otherwise have been payable to the Member for the benefit of the Member or any of the Member's Dependents or Member's

Relations in such manner as it thinks fit.

Page 15

Infancy or incapacity of beneficiary

If any benefit is for a beneficiary who is an infant, under a legal incapacity, or in the opinion of the Trustee incapable of managing

their own affairs, the Trustee may pay the benefit to another person for the benefit of that beneficiary on the terms the Trustee

thinks appropriate.

Permitted withdrawals or benefits

The instances where a Member may make a withdrawal are contained in the Trust Deed. In summary, the withdrawals a Member

is permitted to make are detailed below.

Payment on Normal Retirement Date withdrawal

Subject to any conditions imposed on the Member account referred to under the heading 'Transfers' above or the Trustee's

discretion referred to under the heading 'Trustee's Discretion' below, a Member who has reached Normal Retirement Date shall

be entitled:

on the giving of one week's written notice to the Trustee, to a lump sum payment equal to the value of the Member's

Account;

periodic cash payments at a time and frequency agreed with the Trustee provided however the maximum amount payable

to the Member shall be the value of a Member's Account at the relevant time.

Death

The benefits payable at death are set out at page 14 above.

Early withdrawal benefit

Subject to any conditions imposed on the Member Account referred to under the heading 'Transfers' above or the Trustee's

discretion referred to under the heading 'Trustee's Discretion' below, with the consent of the Trustee, a Member may be entitled

to an early withdrawal to the maximum value of their Member's Account at any time between the Member's 50th birthday and

the Normal Retirement Date. Such consent will only be granted where the Trustee, in its sole and absolute discretion, considers

that the Member's circumstances justify such early withdrawal. The rules in the Trust Deed relating to benefit on or after Normal

Retirement Date apply to any early withdrawal as if the Member had reached Normal Retirement Date. This benefit is not available

in respect of the UK Relevant Transfer, which is defined in the QROPS Section, as benefits are only payable after the age of 55 in

respect of any funds transferred from or through a UK pension fund.

Early payment due to Hardship

Subject to any conditions imposed on the Member Account referred to under the heading 'Transfers' above or the Trustee's

discretion referred to under the heading 'Trustee's Discretion' below, the Trustee may, in its sole and absolute discretion, at the

written request of a Member, and subject to the receipt of such information as the Trustee may require, make a payment to a

Member before the Member would become otherwise entitled to a Benefit under the Trust Deed or Rules provided the Trustee is

satisfied that hardship justifies such a discretionary payment. This benefit is not available in respect of the UK Relevant Transfer,

which is defined in the QROPS Section, as benefits are only payable after the age of 55 in respect of any funds transferred from or

through a UK pension fund.

Trustee's discretion

Notwithstanding anything to the contrary in the Trust Deed, in respect of New Members (being Members who joined after the

effective date of the Deed of Amendment to the Trust Deed dated 22 March 2012), no withdrawal or payment shall be made from

the Scheme where the Trustee considers that the withdrawal or payment may be prejudicial to the status or treatment of the

Scheme, or to any Member of the Scheme or to any contribution made by or in respect of a Member under the Scheme under any

law (including, without limitation, tax status or treatment). The effective date of the Deed of Amendment is 6 April 2012.

Members' liability

Members will not incur any liability in relation to the Scheme other than in respect of contributions payable under the Scheme.

Page 16

6. INVESTMENT OBJECTIVES AND POLICY

The Scheme is established principally for the purpose of providing retirement benefits to Members and the Member's dependants

and relatives (Beneficiaries).

The funds used to build the Investment Portfolios depend on the Investment and Investment Manager chosen. As at the date of

this Investment Statement, Members can have their funds invested in one or more Investment Portfolios.

In this section we will detail the Investment Managers available through the Brooklands (NZ) Superannuation Scheme No. 1, the

portfolios offered by them (subject to the section entitled Re ui e e ts to Ope a I vest e t), and where appropriate, the

u de l i g uildi g lo ks that ake up the i est e t offe i gs. Requirements to Open an Investment

In accordance with the requirements of maintaining the schemes Portfolio Investment Entity status, and the structure and benefits

that come with this, it is required that each investment portfolio has, at all times, 20 or more investments by member accounts.

At the date of the Investment Statement, Appendix 3: Investment Options No. 1 details the investments which have already met

these i i u e ui e e ts a d the efo e a e i ested i to i ediatel . Whe e a i est e t does t et eet these requirements, you can notify the Trustee of your desire to invest in the asset and your interest will be recorded. When the

investment becomes available, the Trustees will notify you accordingly.

Unless instructed otherwise, the Trustees will invest your funds in the next most appropriate asset at the Trustees discretion, or

will retain your funds as cash; therefore, it is important that you notify the Trustees of your alternative instruction where

appropriate.

The Trustees will not be responsible for any effects of neither that alternative choice, nor the time it takes for an investment to

become available, may have on your plan.

The Investment Provider Key Entities


the underlying investments. These will only be applicable if the Member has invested in the specified investment:

Investment Manager Options

The following Investment Managers provide the Investment Options to the Brooklands (NZ) Superannuation Scheme No. 1 as

detailed within this document.


ARIA Capital Management offers the Income, Absolute Return and Global Growth investment portfolios. The Custodian for the

ARIA Capital Management portfolios and building blocks is SEI Investments (Europe) Limited. Contact details are:




4 Duke Street, Richmond, Greater London, TW9 1HP

United Kingdom


Custodian to ARIA Capital Management


Time & Life Building, 4th Floor, 1 Bruton Street, London


ARIA Capital Management Investment Options

Each Investment Portfolio invests into a range of building block funds, combined in different proportions with the intention of

catering to a range of preferred risk/return profiles. Each building block fund brings exposure to different asset classes and

strategies.

The Investment Portfolios and the building block funds into which they invest are set out in the following pages.

Page 17

Brooklands NZ QROPS – Absolute Return

Benchmark: 1M LIBOR + 3%

Target Volatility: Global Corporate Bond Index

Suggested Minimum Investment Time Horizon: 5 years

Charges*: 0.90% *Please note that these figures do not include any Trustee fees and/or Adviser servicing fees, or fees inside the building block funds, but are inclusive of a 0.9%

portfolio annual management charge. Post investment there are no transaction charges applied to any rebalancing or asset allocation changes within the

portfolio.

INVESTMENT OBJECTIVE

The Absolute Return Strategy invests in a range of building block funds, combined in different proportions to match your

investment risk profile. Each building block fund has an absolute return objective, which means that they aim to offer a return in

excess of what you receive by simply leaving your money in the bank. Each building block fund brings exposure to different

investment strategies to improve the diversification profile. The building block funds will have exposure to a globally diversified

portfolio that may include equities, bonds, money market instruments, cash, derivative instruments, forward transactions,

collective investment schemes and other instruments as appropriate in achieving the overall objective of the Strategy. The building

block funds will be adjusted from time to time. Asset allocation changes after initial investment do not incur any dealing fees.

SUITABILITY

Designed for investors who are seeking longer term growth potential with at least a medium term time horizon and who are

prepared to accept a moderate level of volatility of returns as the price for potential growth. This strategy is designed to balance

risk and reward and is appropriate for investors looking for higher returns than those available from a high street deposit account

and willing to accept a certain amount of fluctuation in the value of their investments as a result. Investors in this strategy would

feel uncomfortable if their investments were to fall significantly in value in any one year. This strategy will maintain a broad spread

of assets, but with a greater emphasis on equities.

Example Asset Allocation*

Asset class Building block fund %

MARKET NEUTRAL EQUITY FA AR EQUITY MARKET NEUTRAL 25

FIXED INCOME STRATEGIES FA AR ALTERNATIVE INCOME 20

ALTERNATIVE INVESTMENTS FA AR DIVERSIFIED ALTERNATIVE ASSETS 25

MARKET NEUTRAL FA AR VEXUS MULTI STRATEGY FUND 7

ABSOLUTE RETURN STRATEGIES FA AR GLOBAL MACRO 8

GROWTH STRATEGIES FA AR GLOBAL SYSTEMATIC ALPHA 10

CASH 5

100

(*These asset allocations are indicative as at the date of this Prospectus, and may change depending on circumstances, market views etc.

No assumptions should be made that similar asset allocations will be profitable or suitable.)

Brooklands NZ QROPS – Income


Target Volatility: Global Corporate Bond Index Less 2%


Charges*: 0.90% *Please note that these figures do not include any Trustee fees and/or Adviser servicing fees, or fees incurred inside the building block funds, but are inclusive of

a 0.9% portfolio annual management charge. Post investment there are no transaction charges applied to any rebalancing or asset allocation changes within the

portfolio.


The Income Strategy invests in building block funds, which specifically have an income generation strategy bias. Each building block

fund has a capital preservation a key objective, but brings exposure to different income generating strategies to improve the

diversification profile. The building block funds will comprise a mixture of income-generating assets and investments with scope

for capital growth in real terms and will be adjusted from time to time. Asset allocation changes after initial investment do not

incur any dealing fees.

Page 18

SUITABILITY

Designed for investors who are taking income or close to retirement and who seek stable yield and distributions from their portfolio

but are willing to forego possible higher returns in interests of preserving capital and less volatility. Returns from this strategy

should be slightly better than those available from a high street deposit account, although the value of the investment could fall as

well as rise. Investors in this strategy would feel uncomfortable if their investments rose and fell in value rapidly. This strategy will

maintain a broad spread of income generating investments, including higher exposure to less volatile asset classes such as money

market funds, government and index linked bonds, convertibles, asset based securities, commercial property, structured products

etc., to help guard against significant falls in financial markets



DEFINED RETURNS FA AR ENHANCED INCOME FUND 30

FIXED INCOME FA AR ALTERNATIVE INCOME FUND 65

CASH 5

100 (*These asset allocations are indicative as at the date of this prospectus, and may change depending on circumstances, market views etc. No assumptions should be made that similar asset allocations will be profitable or suitable.)

Brooklands NZ QROPS – Global Growth


Target Volatility: Global Corporate Bond Index Plus 2%


Charges*: 0.90% *Please note that these figures do not include any Trustee fees and/or Adviser servicing fees, or fees incurred inside the building block funds, but are inclusive of

a 0.9% portfolio annual management charge. Post investment there are no transaction charges applied to any rebalancing or asset allocation changes within the

portfolio.


The Global Growth Strategy invests in a range of building block funds, combined in different proportions to match your investment

profile. Each building block fund has a capital growth objective, and brings exposure to different growth strategies to improve the

diversification profile, principally aiming to maximise long-term investment returns by harnessing global equity investment

opportunities. The Funds i g glo al e uit e posu e to a ti e fu d a age s, a d also e posu e to a ket eut al i esti g to

reduce the volatility of returns as compared to global equity markets. The building block funds will be adjusted from time to time.

Asset allocation changes after initial investment do not incur any dealing fees.

SUITABILITY

Designed for investors willing to accept a much higher level of risk on their investments in return for potentially, higher returns in

the longer run Investors in this strategy are willing to accept what might be significant short term fluctuations in the value of their

investments as a result. They would feel comfortable if their investments fell in value more than 3 months in any one year and

might well see this as an ideal time to invest more. This strategy will maintain a higher exposure to more volatile investments,

including equities and commodities.



GLOBAL EQUITY FA AR GLOBAL EQUITY VALUE 60

MARKET NEUTRAL EQUITY FA AR EQUITY MARKET NEUTRAL 15

ABSOLUTE RETURN STRATEGIES FA AR GLOBAL MACRO 10

GROWTH STRATEGIES FA AR GLOBAL SYSTEMATIC ALPHA 10

CASH 5

100

(*These asset allocations are indicative as at the date of this prospectus, and may change depending on circumstances, market views etc. No assumptions should be made that similar asset allocations will be profitable or suitable.)

Page 19

ARIA Investment Portfolio Building Blocks

As noted above, each Investment Portfolio is comprised of different levels of investment across a range of Building Block Funds. A

description of each Building Block Fund follows along with charging information and other important information.

FA AR Equity Market Neutral Fund

OBJECTIVES AND INVESTMENT OBJECTIVES

The primary objective of the Fund is capital appreciation. The Fund will aim to achieve annual returns of 4% over 1 Month GBP

LIBOR, regardless of market conditions. The Fu d s o je ti e is to ge e ate long-term capital growth and by seeking consistent,

above average returns primarily through a combination of long-term and short-term investments, while also attempting to

preserve capital and mitigate risk through diversification of investments and hedging activities.

INVESTMENT STRATEGY

The Fund seeks to deliver absolute returns through investments in global equity markets. The Fund will primarily invest in equities

and equity related derivatives, including but not limited to single stock options, index options, single stock futures, index futures,

contracts for differences (CFDs) as well as swaps. The Fund will also invest in other collective investment schemes whose investment

policy is made up of equities and equity related derivatives, as described above, with an absolute return hedged equity approach.

The investment policy of the Fund will be based on quantitative, fundamental research in the selection of individual securities for

long and short positions, using a sto k-pi ki g method driven by quantitative screens.

The Fund may retain amounts in cash or cash equivalents, pending reinvestment, if this is considered appropriate to the objective

of maximising absolute returns. The investment strategy may include short sales, both as a hedging strategy and as a means of

generating discrete absolute returns.

SHARE CLASSES AVAILABLE

ISSUE DESCRIPTION CURRENCY ISIN CUSIP BLOOMBERG

GBP Institutional Class GBP KYG333493511 G33349351

USD Institutional Class USD KYG333493693 G33349369

GBP Retail Class GBP KYG333493776 G33349377

USD Retail Class USD KYG333493859 G33349385

CHARGES FOR THIS FUND

Management Fee

The Investment Manager will charge a Management Fee at the annual rate of 1.50% of the Net Asset Value of each respective Class

of Shares of the Fund (before deduction of such Management Fee and any Incentive Fee). The Management Fee will be calculated

as at each Valuation Day and will generally be payable to the Investment Manager in arrears at the end of each month and as of

any Redemption Date where Shares are redeemed prior to the end of any month. The Management Fee payable with respect

to any Shares redeemed prior to the end of a month will be determined solely by reference to such Shares.

Incentive Fee

The Investment Manager is also entitled to receive a performance fee I e ti e Fee in respect of each Class of Share calculated

fortnightly as set out Cal ulatio Pe iod . The Incentive Fee will be calculated by the Administrator. For each Calculation Period,

the Incentive Fee in respect of each Class of Shares will be equal to 20% of the relevant Class of Shares return in excess of 1 M LIBOR

+ 4% for EUR denominated share classes, 1M USD LIBOR + 4% for USD denominated share classes or 1M GBP LIBOR + 4% for

GBP denominated share classes, over such period. If the performance of the relevant Class of Shares is less than the Benchmark

Rate, such underperformance, expressed as percentage points will be carried forward and no Incentive Fee will be payable in any

Calculation Period unless the performance of the relevant Class of Shares relative to the Benchmark Rate has recovered any

accumulated percentage underperformance for previous Calculation Periods.

Administration Fee

The Administrator, Registrar & Transfer Agent shall receive an annual Administration Fee from the Fund in respect of the services

provided to the Fund. The Administration Fee will be equal to an annual percentage of the Net Asset Value of the Fund, and

Page 20

will be calculated and accrued fortnightly and generally be payable in arrears at the end of each month. The Administrator,

Registrar & Transfer Agent shall be entitled to reimbursement of out-of-pocket expenses incurred for the benefit of the Fund.

Please note that the Fund may also be subject to other fees and expenses, including regulatory costs, audit fees, Director’s Fees,

which could be paid regardless of performance.

GENERAL RISK FACTORS

All investments risk the loss of capital. The nature of the assets to be purchased and traded by the Fund and the investment

techniques and strategies to be employed in an effort to increase profits may increase this risk. While the Investment Manager

will devote its best efforts to the management of the Fund, there can be no assurance that the Fund shall achieve its performance

objective and will not incur losses. Many unforeseeable events, including actions by various government agencies, and domestic

and international political events, may cause sharp market fluctuations.

PRACTICAL INFORMATION

Administrator, Registrar & Transfer Agent Appointment

The Fund has appointed IFIT Fund Services AG as administrator, registrar & transfer agent of the Fund pursuant to an agreement

between the Fund and the Administrator, Registrar & Transfer Agent (the “Administration Agreement”), dated 31st May 2013.

Prime Broker & Custodian Appointment

The Fund has appointed Banque Internationale à Luxembourg SA as prime broker & custodian of the Fund pursuant to an agreement

between the Fund and the Prime Broker & Custodian (the “Prime Brokerage Agreement”). Banker

The Fund has appointed Banque Internationale à Luxembourg SA as its Banker to provide subscription and redemption bank

accounts.

Auditor

The Fund has appointed BDO Cayman to audit its financial statements.

Legal Adviser

The legal adviser to the Fund as to matters of Cayman Islands law is Appleby (Cayman) Ltd.

Base Currency

Which mean the currency in which the accounts of the Fund will be prepared, which is GBP

Benchmark Rate

1 Month GBP LIBOR +4% for GBP denominated share classes, 1M EUR LIBOR + 4% for EUR denominated share classes and

1M USD LIBOR + 4% for USD denominated share classes ;

FA AR Alternative Income Fund


The aim of the fund is to provide investors with a long term investment solution for the fixed income and alternative investment

component of their investment portfolio. Absolute Return Alternative Income Fund is designed to deliver attractive income yields

compared to more traditional investment strategies by investing into longer term strategic higher yielding income opportunities

secured against very good collateral, but critically diversified across a multi asset class portfolio.

INVESTMENT STRATEGY

The Fund targets an unleveraged income yield of 6.5% per annum by investing in fixed income or coupon instruments in a multi

strategy, multi asset class portfolio including equities fixed income, commercial property, private equity and commodity

investments.

Yield may be enhanced through employing discretionary option strategies where our market view would support the view that

selling options premiums is a prudent investment strategy. This is not a systematic approach which can damage returns rather

than enhancing yield and therefore may not always be used.

Page 21

Liquidity: conscious that some of the longer term strategic yielding investments may not have the liquidity of a listed security, at

least 30% of the portfolio is invested into thematically driven, high yielding liquid investments such as high dividend yield equities

to ensure the fund’s ability to meet redemption requests.



GBP Retail Class* GBP KYG333491127

USD Retail Class USD KYG333492869

GBP Institutional Class GBP KYG333493107

GBP Distributor Class GBP

USD Institutional Class USD KYG333492786

USD Institutional Distribution Class USD KYG333492943

USD Distribution Class USD KYG333493024

*Please note only this share class is available within the scheme


Management Fee






Incentive Fee

The Investment Manager is also entitled to receive a performance fee (“Incentive Fee”) in respect of each Class of Share calculated

fortnightly as set out (“Calculation Period”). The Incentive Fee will be calculated by the Administrator. For each Calculation Period,







Administration Fee










will devote its best efforts to the management of the Fund, there can be no assurance that the Fund shall achieve its performance







Page 22


The Fund has appointed Banque Internationale à Luxembourg SA as prime broker & custodian of the Fund pursuant to an agreement

between the Fund and the Prime Broker & Custodian (the “Prime Brokerage Agreement”). Banker


accounts.

Auditor


Legal Adviser


Base Currency


Benchmark Rate


1M USD LIBOR + 2% for USD denominated share classes

FA AR Global Equity Value Fund


The primary objective of the Fund is capital appreciation. The Fund will aim to achieve annual returns in excess of the MSCI World

Index. The Fu d s o je ti e is to ge e ate lo g-term capital growth and by seeking consistent, above average returns primarily

through a portfolio of global large cap equities.

INVESTMENT STRATEGY

The Fund seeks to deliver capital growth through investments in global securities markets. The Fund is a long only equity fund,

drawing on a universe of over 4000 stocks globally and predominantly large cap. The portfolio consists of 50-100 stocks, diversified

across geographical and sector lines. Stock selection process is fundamentally driven, based on a financial econometric model using

ea i gs, i te est ates a d othe i puts, to s ee the e ti e u i e se s isk e a d pote tial of ea h sto k.

The Fund has full flexibility to invest in a wide range of instruments, including listed and unlisted equities, debt securities (which

may be below investment grade), futures, options, warrants, swaps and other derivative instruments. Derivative instruments may

be exchange-traded or over the-counter. The Fund will also invest in other collective investment schemes whose investment policy

is made up of similar instruments, as described above. The Fund may retain amounts in cash or cash equivalents, pending

reinvestment, if this is considered appropriate to the objective of preserving capital.








Management Fee






Incentive Fee



Page 23

the Incentive Fee in respect of each Class of Shares will be equal to 20% of the relevant Class of Shares return in excess of 3M LIBOR






Administration Fee










will devote its best efforts to the management of the Fund, there can be no assurance that the Fund shall achieve its

performance objective and will not incur losses. Many unforeseeable events, including actions by various government agencies,

and domestic and international political events, may cause sharp market fluctuations.






The Fund has appointed Banque Internationale à Luxembourg SA as prime broker & custodian of the Fund pursuant to an

agreement between the Fund and the Prime Broker & Custodian (the P i e Brokerage Ag ee e t . Banker


accounts.

Auditor


Legal Adviser


Base Currency


Benchmark Rate

3Month GBP LIBOR +4% for GBP denominated share classes, 3M EUR LIBOR + 4% for EUR denominated share classes and


FA AR Enhanced Income


The primary objective of the Fund is to provide a consistent annual income, paid quarterly. The Fu d s objective is to generate an

annual yield of 7% per annum by investing into a diversified portfolio of structured securities, each with a different capital-at-risk

barrier. In order to reduce the fu d s sensitivity to movements in the underlying equity markets, the Fund only invests in securities

with capital-at-risk barriers that are observed on the maturity date of the se u it . The Fu d s se siti it to falls in equity markets

may also be reduced by the Fund investing into structured securities with the appropriate yield characteristics but with an

underlying exposure to asset classes other than equities, thus the Fund may have elements of a multi-asset class income portfolio.

Page 24

INVESTMENT STRATEGY

The Fund seeks to deliver an annual income of 7% per annum, through investments in structured securities. The Fund will invest

into a diversified portfolio of securities from different counterparties, and is expected to have exposure to 10 or more. Whilst the

Fund has full flexibility to invest in a wide range of instruments, including listed and unlisted equities, debt securities (which may

be below investment grade), futures, options, warrants, swaps and other derivative instruments, primary exposure will be to

western equity indices such as the FTSE 100 and S&P 500. Derivative instruments may be exchange-traded or over the-counter.

The Fund may also invest in other collective investment schemes whose investment policy is made up of similar instruments, as

described above.

The investment policy of the Fund in terms of managing counterparty risk is for all counterparties to go through internal credit

screens with market capitalisation, liquidity and credit rating inputs. All counterparties must be of an investment grade credit

rating. The Fund may retain amounts in cash or cash equivalents, pending reinvestment, if this is considered appropriate to the

objective of preserving capital, or improving the yield on the portfolio.








Management Fee






Administration Fee

















Page 25





accounts.

Auditor


Legal Adviser


Base Currency


FA AR Diversified Alternative Assets Fund


The Fund aims to deliver capital growth in the medium to long term through investing in a range of asset classes where the

sources of returns may differ from the wider equity market. By combining these asset classes, each with different investment

characteristics, the Fund seeks to provide a less volatile return than equities.

INVESTMENT STRATEGY

Globally diversified, the multi-strategy and multi asset class portfolio seeks absolute returns, a performance target of cash plus 3%

and annualised volatility which compares to global bond indices, historically in the region of 8%.

True diversification of asset classes

Targeting capital growth with lower volatility

Active Management of strategic asset allocation, as well as cost effective exposure to tactical asset allocation.

A key objective of the Fund is to manage performance predominantly through a portfolio of listed and un-listed funds

encompassing wide-ranging investment strategies including traditional, non-traditional and alternative investments. The

portfolio is exposed to a broad geographic spread of underlying investments



GBP Institutional Class* GBP KYG333491465 FAARDAB KY

USD Distributor Class USD





Management Fee






Incentive Fee





Page 26





Administration Fee





Please note that the Fund may also be subject to other fees and expenses, including regulatory costs, audit fees, Di e to s Fees, which could be paid regardless of performance.










between the Fund and the Administrator, Registrar & Transfer Agent (the Ad i ist atio Ag ee e t , dated 31st May 2013.





accounts.

Auditor


Legal Adviser


Base Currency


Benchmark Rate

1 Month GBP LIBOR +3% for GBP denominated share classes, 1M EUR LIBOR + 3% for EUR denominated share classes

and 1M USD LIBOR + 3% for USD denominated share classes

FA AR Vexus Multi-Strategy Fund



LIBOR, regardless of market conditions. The Fund’s objective is to generate long- term capital growth and by seeking consistent,



Page 27

INVESTMENT STRATEGY

The primary investment objective of the Fund is to achieve capital appreciation whilst attempting to limit investment risk. More

specifically, the objective is to:

seek consistently positive returns in excess of those typically achieved from global equity markets over a full market

cycle;

generate returns independently from any specific benchmark and with low correlation to traditional asset classes;

keep volatility equal to or below that of global equity markets.

The Fund may use all possible strategies and methods in order to achieve its investment objective and is not restricted from

using any type of financial instruments. The Fund will take both long and short positions, make use of pair-trades and use leverage to

enhance returns. The Fund may use various hedging techniques and different portfolio management strategies to achieve the

investment objective.

The Fund’s approach will be multi-strategy in essence by establishing a diversified and actively managed proprietary trading book

consisting of equities, commodities, fixed income, currencies and related instruments. There will be two key building blocks within

the Fund: directional and non-directional trading strategies.


ISSUE DESCRIPTION CURRENCY ISIN CUSIP BLOOMBERG GBP Institutional Class* GBP USD Institutional Class USD GBP Retail Class GBP KYG333491200 USD Retail Class USD EUR Retail Class EUR KYG333491879 VMSEURR KY

EUR Institutional Class EUR KYG333491044 VMSEURI KY



Management Fee






Incentive Fee









Administration Fee






Page 28















accounts.

Auditor


Legal Adviser


Base Currency


Benchmark Rate



FA AR Global Macro Fund



LIBOR, regardless of market conditions. The Fund’s objective is to generate long-term capital growth and by seeking consistent,



INVESTMENT STRATEGY

The Fund seeks to deliver absolute returns through investments in global securities markets. The Fund will primarily invest in

equities, fixed income, foreign exchange and stock indices globally, or other such collectives that pursue a ‘macro’ style of investing.

The Fund has full flexibility to invest in a wide range of instruments, including listed and unlisted equities, debt securities (which

may be below investment grade), futures, options, warrants, swaps and other derivative instruments. Derivative instruments may

be exchange-traded or over the counter.

The Fund will also invest in other collective investment schemes whose investment policy is made up of similar instruments, as

described above. The investment policy of the Fund will be based on fundamental, global macroeconomic research in the

identification of major themes that will impact markets. This process of market research may take time before a position is initiated.

The investment approach will not be neutral to markets.

The Fund may retain amounts in cash or cash equivalents, pending reinvestment, if this is considered appropriate to the objective

of maximising absolute returns. The investment strategy may include short sales, both as a hedging strategy and as a means of

generating discrete absolute returns

Page 29





GBP Retail Class* GBP KYG333494196 G33349419




Management Fee






Incentive Fee

The Investment Manager is also entitled to receive a performance fee (“Incentive Fee”) in respect of each Class of Share calculated

fortnightly as set out (“Calculation Period”). The Incentive Fee will be calculated by the Administrator. For each Calculation Period,







Administration Fee


provided to the Fund. The Administration Fee will be equal to an annual percentage of the Net Asset Value of the Fund, and will

be calculated and accrued fortnightly and generally be payable in arrears at the end of each month. The Administrator, Registrar

& Transfer Agent shall be entitled to reimbursement of out-of-pocket expenses incurred for the benefit of the Fund.
















accounts.

Auditor


Page 30

Legal Adviser


Base Currency


Benchmark Rate

1 Month GBP LIBOR +4% for GBP denominated share classes, 1M EUR LIBOR + 4% for EUR denominated share classes

and 1M USD LIBOR + 4% for USD denominated share classes

FA AR Global Systematic Alpha Fund



LIBOR, regardless of market conditions. The Fund’s objective is to generate long- term capital growth and by seeking consistent,



INVESTMENT STRATEGY

The investment objective of the Fund will be to generate capital gains over the medium to long term. The Fund will seek to achieve

its objective by investing substantially all of its assets in a diversified portfolio of Underlying Funds implementing various

strategies including, but not limited to, CTAs (Commodity Trade Advisors), trend following strategies and Managed Futures

funds. The Fund may also invest in any other Underlying Fund strategy. The allocation among Underlying Funds will be

adjusted in light of changing market and macro-economic conditions. The Fund may invest in cash and money market

instruments including Underlying Funds investing in cash and money market instruments. The Fund may also invest in derivative

securities or FX (foreign exchange) hedging instruments in order to manage the Fund's portfolio level exposures to (currency)

market risks or economic events. Investment in FX hedging instruments may also be used to hedge currency risks at the share class

level.



GBP Institutional Class* GBP KYG333493289


GBP Retail Class GBP KYG333491614 GSAFGBP


EUR Retail Class EUR KYG333491796 GSAFEUR



Management Fee






Incentive Fee









Page 31

Administration Fee








techniques and strategies to be employed in an effort to increase profits may increase this risk. While the Investment Manager will

devote its best efforts to the management of the Fund, there can be no assurance that the Fund shall achieve its performance











accounts.

Auditor


Legal Adviser


Base Currency


Benchmark Rate


1M USD LIBOR + 4& for USD denominated share classes

Cash Fund

Cash will be placed in an on-call account with a suitably recognised bank of the Trustee's choice. Interest may or may not be

credited to the account by the bank.

Member contributions will be held in the Cash Fund until an Investment Request is completed by the Member advising how the

Member's contributions are to be invested.

Page 32

ARIA Portfolio Investment Returns for the Period 1 October 2012 to 30 September 2013

Funds were first invested by the Brooklands Superannuation Scheme No 1 in October 2011. The performance figures shown below

represent the internal rate of return for the period 1 October 2012 to 30 September 2013 for each of the Scheme's portfolios.

Returns are disclosed gross of tax and net of management fees.

Returns for ARIA All Terrain Portfolio on offer in the Brooklands Superannuation

Scheme No. 1 (as at 30 September of each year)

2012

%

2013

%

Brooklands NZ QROPS – Absolute Return

Brooklands NZ QROPS – Income

Brooklands NZ QROPS – Global Growth

-1.53

7.20

12.85

2.16

1.14

13.11

The above performance data represents the continued income and capital return resulting from holding units in the various funds

for the specified length of time to 30 September (as stated above), based on the change in unit price from the beginning of the

period to the end of the period. The performance assumes all earnings are re-invested. Past performance is not an indicator of

future performance of the funds which is not guaranteed.

The investment performance of the Investment Funds is based on the underlying investments currently held. An increase in the

value of the investments will result in a positive return being achieved. Conversely if there is a reduction in the value of the

underlying investments, a negative return will be declared.

There may also be fees and expenses associated with any investments into investment funds that the Investment Funds choose to

invest in. These fees and expenses are currently reflected in the returns of those investment funds and will impact on the returns

of the Investment Funds.

Please ensure, for the Investment Provider Key Entities and details of the currently available investments, their objectives and

policy, you also make reference to this document.

The Scheme is established principally for the purpose of providing retirement benefits to Members and Beneficiaries who are

natural persons.

CHANGE TO INVESTMENT OBJECTIVES AND POLICY

The investment objectives and policies of the Investments are subject to change at any time. For further details on this, please

refer to the relevant fund managers or your financial adviser.

On joining the Scheme, Members must complete an Investment Request in a form prescribed by the Trustee. An Investment

Request states the Investment Portfolio(s) in which any amounts credited to the Member Account are to be invested and, if

investment in more than one Investment is requested, the proportion in which such amount is to be invested.

Members may be able to make changes to their investment portfolio at any time, by submitting instructions to the Trustees.

The processing of any initial or ongoing investment request is conditional on instructions being provided to the Trustees in the

manner prescribed.

Initial investments as well as changes to investments may carry additional charges including, but not limited to, trading charges,

withdrawal penalties and adviser charges.

Page 33

7. SUMMARY OF FINANCIAL STATEMENTS

Summary Financial Statements – For the Year Ended 30th September 2013

STATEMENT OF NET ASSETS

Statement of Net Assets

For the Year Ended 30 September 2013

Total Scheme

As at

30 September 2013

£

Total Scheme

As at

30 September 2012

£

Financial Assets

Cash & Cash Equivalents

Investments at fair value through Profit or Loss

2,208,234

9,682,692

1,976,974

3,528,037

Total Assets 11,890,926 5,505,011

Net Assets Available to Members 11,890,926 5,505,011

STATEMENT OF CHANGES IN NET ASSETS

Statement of Changes in Net Assets


Total Scheme

As at

30 September 2013

£

Total Scheme

As at

30 September 2012

£

Investment Activities

Investment Income

Interest Income

Net changes in fair value of financial assets through profit or loss

3,581

(285,469)

668

(9,527)

Net Investment Income (281,888) (8,859)

Expenses

Management and general administration fees

Independent Advisers Fees

45,052

170,784

137,327

127,245

Total expenses 215,836 264,572

Net loss before membership activities (497,724) (273,431)

Page 34

Statement of Changes in Net Assets

For the Year Ended 30 September 2013 (continued)

Total Scheme

Year Ended

30 September 2013

£

Total Scheme

Year Ended

30 September 2012

£

Net loss before membership activities (497,724) (273,431)

Total comprehensive income

Membership activities

Contributions

- Member Contributions

- Scheme transfers in

Withdrawals

Pension Payments to Members

Transfers to other Pension Scheme Providers

NIL

11,987,548

NIL

(1,057,636)

(4,046,273)

NIL

12,178,538

(5,291,260)

(36,737)

(1,072,099)

Net membership activities

Benefits accrued to member accounts

Members funds at beginning of the period

6,883,639

6,385,915

5,505,011

5,778,442

5,505,011

Nil

Members funds at the end of the period 11,890,926 5,505,011

STATEMENT OF CASH FLOWS

Cash Flow Statement


Total Scheme

Year Ended

30 September 2013

£

Total Scheme

Year Ended

30 September 2012

£

Net Cash Flows utilized by operating activities (212,255) (263,904)

Net Cash Flows utilized by investing activities (6,440,123) (3,537,565)

Net Cash Flows from Financing activities 6,883,639 5,778,443

Add opening cash and cash equivalents 1,976,974 NIL

Closing cash and cash equivalents 2,208,234 1,976,974

NOTES TO THE FINANCIAL STATEMENTS

A summary of the Brooklands (NZ) Superannuation Scheme No 1 (the S he e audited financial statements for the year ended

30th September 2013 which were authorised for issue by the Trustee on 4 April 2014 are shown within this document. The Scheme

is registered under the Superannuation Schemes Act 1989, registration number 2553199.

The summary financial statements have been extracted from the full audited financial statements for the year ended 30th

September 2013 which were authorised for issue by the Trustee on 4 April 2014. The summary financial statements have been

prepared in accordance with FRS-43: Summary Financial Statements. The full financial statements have been prepared in

accordance with generally accepted accounting practice and they comply with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS). The Scheme has made an explicit and unreserved statement of compliance with NZ IFRS in note 2

of its full financial statements.

The financial statements are presented in pounds Sterling (GBP) because that is the currency of the primary economic environment

in which the Scheme operates. All financial information has been rounded to the nearest pounds sterling. The summary financial

statements cannot be expected to provide as complete an understanding as is provided by the full financial statements of changes

in net assets, net assets and cash flow of the Scheme. You can obtain a full copy of the annual financial statements, without charge,

from the Trustee via its website www.brooklandspensions.com.

The Scheme is a profit oriented entity. The auditor has examined the summary financial statements for consistency with the

audited financial statements and has issued an unmodified opinion on both the summary financial statements and the full financial

statements.

http://www.brooklandspensions.com/

Page 35

8. GUARANTORS

Neither of the Trustee, Strategic Admin Solutions FZ LLC or any Promoter or any of their respective directors, or any other person

guarantees the repayment of Members' interests in the Scheme or the payment of any earnings or returns on investment in the

Scheme.

9. ACQUISITION OF BUSINESS OR EQUITY SECURITIES

No business or equity securities (shares) (not listed on a stock exchange) have been acquired by the Scheme for an acquisition price

of more than 20% of the Scheme's total tangible assets in the 2 years prior to the date this prospectus was delivered for registration.

10. INTERESTED PERSONS

KEY INTERESTED PARTIES

Brooklands Trustees (NZ) Limited – The Trustee

Strategic Admin Solutions FZ LLC – Administration Manager

ARIA Capital Management – Investment Manager

SEI Investments (Europe) Limited – Custodian

The Trustee, Strategic Admin Solutions FZ LLC, Investment Managers and Custodians are entitled to remuneration for the services

they provide and to recover certain expenses in respect of the Scheme. The remuneration received by Strategic Admin Solutions

FZ LLC is paid by the Trustee. The nature of the services provided by each of them is as follows:

TRUSTEE

Brooklands Trustees (NZ) Limited, as Trustee, undertakes the statutory functions of a trustee of a registered superannuation

scheme including ensuring compliance with the requirements of the Trust Deed, investing Scheme money and holding the Scheme's

assets on behalf of Members.

The remuneration received by the Trustee is limited to the amounts set out set out below under the heading 'Other Terms of the

Offer'.

ADMINISTRATOR

Strategic Admin Solutions FZ LLC, appointed by Brooklands Trustees (NZ) Limited as the Administration Manager, provides some

administration services to the Scheme, including assisting in establishing Member's Accounts and processing transactions on behalf

of Members.

The Trustee pays Strategic Admin Solutions FZ LLC for the services that Strategic Admin Solutions FZ LLC provides in respect of the

Scheme. The amount of this payment is agreed between the Trustee and Strategic Admin Solutions FZ LLC and paid from the

Trustee's fees. Neither the Scheme nor Members pay any additional amount towards it. The amount of the payment is limited to

the amount agreed between the Trustee and Strategic Admin Solutions FZ LLC from time to time.


ARIA Capital Management offers the Income, Absolute Return and Global Growth investment portfolios. The Custodian for the

ARIA Capital Management portfolios and building blocks is SEI Investments (Europe) Limited. Contact details are:




4 Duke Street, Richmond, Greater London, TW9 1HP

United Kingdom


Custodian to ARIA Capital Management


Time & Life Building, 4th Floor, 1 Bruton Street, London


Page 36

GENERAL

Neither of the Trustee or Strategic Admin Solutions FZ LLC currently charge fees for exiting or transferring out of the Scheme,

although this may change in the future.

All fees, other than establishment fees, will be deducted from the Member's Account in respect of whom the duties were incurred.

Establishment fees are payable upfront on receipt of the first contribution or transfer.

The Trustee shall also be reimbursed, in addition to the fees stated above for all other costs, charges and expenses properly incurred

by it in connection with or in relation to Scheme where the following apply:

The Trustee has incurred such cost, charge or expense; and

A prudent professional trustee would consider it reasonable to incur such cost, charge or expense in order to assist the

Trustee or the Scheme to comply with its obligations and duties under this Deed and at law.

Such costs, charges and expenses may be deducted from the Member's Account in respect of the Member for whom the costs

were incurred. There are no limits on the amount of expenses that may be deducted.

The Trustee may, charge any Member, or any group of Members, fees at a lower rate or amount than what is expressed anywhere

in this prospectus, or waive or rebate such fees to such Members.

A fund rebate of 0.5% will be paid by the ARIA funds to the platform provider.

11. MATERIAL CONTRACTS

On 11 November 2010, Brooklands Trustees (NZ) Limited, as Trustee, entered into the Trust Deed for the Brooklands (NZ)

Superannuation Scheme No. 1.

On 22 February 2011, Brooklands Trustees (NZ) Limited entered into an Administration Outsourcing Agreement with Strategic

Admin Solutions FZ.

On 22 March 2012 Brooklands Trustees (NZ) Limited, as Trustee, entered into a Deed of Amendment to the Trust Deed for the

Brooklands (NZ) Superannuation Scheme No. 1 for the Brooklands (NZ) Superannuation Scheme No. 1. The effective date of the

Deed of Amendment is 6 April 2012.

INVESTMENT PROVIDER CONTRACTS

On 1 March 2012 Brooklands Trustees (NZ) Limited, as Trustee, entered into a Discretionary Investment Management and Custodial

Services Agreement with Absolute Return Investment Advisers (ARIA) Limited.

The above list of Investment Provider Contracts is correct at the date of this Prospectus.

12. PENDING PROCEEDINGS

As at the date this prospectus was delivered for registration, there are no current or pending legal proceedings or arbitrations that

may have a material adverse effect on the Scheme.

13. OTHER TERMS OF OFFER AND SCHEME

There are no other material terms of the offer and/or Scheme that are not set out elsewhere in this prospectus and its appendices,

the charges and fees, as detailed in the Investment Statement, are detailed below. Please refer to the Investment Statement for a

Page 37

o e i depth e pla atio of ea h. Appe di : B ookla ds NZ Supe a uatio S he e No. Fee Su a p o ides a ief of

the following, which is correct at the date of this Prospectus:

For the establishment and operation of the pension scheme, as well as for the investment provider, charges will be levied to

compensate the service provider for the work carried out.

The follo i g is a i depth e pla atio of the diffe e t fees hi h a e applied to the e e s pe sio fu ds a d ill usually

be allocated or deducted directly from the Member Account. Where funds are not available in the Member Account, however,

these will be requested for payment directly by the member. The details herein are summarised within Appendix 2 at the end of

this document.

Penalties may be imposed for failure to pay administration fees.

ESTABLISHMENT FEE

Establishment fee .............................................................................................................................. $600

On joining the Scheme you pay the Trustee an establishment fee for establishing your Member Account. This will be deducted

immediately on receipt of funds into the pension fund, or where funds are not received within a reasonable time frame, you as the

member will be required to pay this fee directly to the Trustee. This amount will be deducted immediately on receipt of funds into

the pension fund, or where funds are not received within a reasonable time frame, you as the member will be required to pay this

fee directly to the Trustee. The other charges set out in this section are payable in addition to the establishment fee.

ANNUAL FEE

Annual fee .......................................................................................................................................... $600

Each year you will pay the Trustee a fee for various services that the Trustee provides to the Scheme. The services provided include

trustee services, administration management and registry services. The first payment, which is in addition to the establishment

charge, will be deducted immediately on receipt of funds into the pension fund, or where funds are not received within a

reasonable time frame, you as the member will be required to pay this fee directly to the Trustee. The amount will be deducted

annually thereafter from the Member Account. Where funds are not readily available, the Trustee will withdraw the relevant sum

from any investment holdings.

TRANSFER IN / OUT TO ANOTHER SCHEME

Exit charge (charge for transferring out) .......................................................................................... $Zero

Brooklands do not charge to exit any of their schemes. Most competing schemes charge their members for transferring their

entitlements to another scheme. This acts as a penalty and disincentive to transfer out of those schemes. We are confident in our

product range and administration so impose no penalty if you transfer to another scheme.

Establishment fee may be refunded ............................................................................................... Refund

If you transfer to or from another Brooklands Pensions product, Brooklands Pensions will refund the lower establishment fee of

the two products. This refund will be paid into your member account with the scheme that you transfer to.

PAYMENT OF BENEFITS

Each Lump Sum ............................................................................................................................... $600

Where your benefit is paid in the form of a lump sum withdrawal, you will pay the Trustee the fee set out above for arranging the

lump sum payment. This fee is deducted from your Member Account. Where there is an insufficient amount remaining in your

Member Account, the fee will be deducted from any lump sum payment being made.

Income Drawdown (Establish) ......................................................................................................... $200 each

For the allocation of a portion of your benefit for the payment of benefits, either as lump sum and income, or just as income, you

will pay the Trustee the fee set out above for allocation of the benefits. This fee is a one-off fee deducted from your Member

Account on establishing each such income drawdown tranche. Where there is an insufficient amount remaining in your Member

Account, the fee will be deducted from any benefit payment being made.

Page 38

Annual Pension Payment ................................................................................................................ $300 p.a.

Where you have arranged with the Trustee for regular income to be payable in respect of an income drawdown, you will pay the

Trustee the fee set out above annually for that regular payment facility. Where there is an insufficient amount remaining in your

Member Account, the fee will be deducted from any periodic cash payment being made.

PLATFORM CHARGES

All investments portfolios purchased through the Brooklands (NZ) Superannuation Scheme No. 1 will be purchased using the

Brooklands Investment Platform. The charges in respect of the platform are detailed as follows:

Custody charge .............................................. ……………………………………………………… 0.40 % of cash holdings

For assets held as cash and not invested in any of the Investment Portfolios you will pay the annual custody charge referred to

above. This amount will be paid directly to the Administration Manager.

Switch Charge............................................................................................................................. $50 each

Each time an instruction is placed and actioned to switch between open Investment Portfolios this charge will be applied.

Telegraphic Transfer (CHAPS) charge .......... ……………………………………………………… $40 each

For transactions settled by Telegraphic Transfer a charge of $40 will be applied.

Foreign Exchange Charges ......................................................................................................... Prevailing Rate

Each Foreign Exchange transaction will have the prevailing rate of the operating bank account applied to it as per the rate on that

day, inclusive of charges.

ARIA INVESTMENT MANAGEMENT CHARGES

Annual DFM investment management charge……………………………………………………… 0.90 % ................................... ……………………………………………………………..of net asset value of the Portfolio (NAV)

For investment in the Cash Fund and each Investment Portfolio you will pay the annual Investment Management charge referred

to above.

Transaction charges .................... ……………………………………………………… 1.00 % (Max $100) + $30 Settlement

For each transaction, a transaction charge will be levied, with a maximum charge of $100, along with a settlement charge.

Initial Commission ....................................................................................................................... Up to 7%

Your introducing financial adviser may charge you the fee referred to above for introducing you to the Scheme. This fee is agreed

between you and the introducing financial adviser. This fee is not paid to the Trustee or to the Scheme.

Renewal Commission ................................................................................................................ Up to 0.5%

Your introducing financial adviser may charge you the fee referred to above for introducing and managing you in the Scheme on

an annual basis. This fee is agreed between you and the introducing financial adviser. This fee is not paid to the Trustee or to the

Scheme.

Performance Fee ..................................................................................................................... Where charged can vary significantly

ARIA applies an additional charge when the fund outperforms a predetermined target. These charges can vary and are detailed

within each Building Block section, as appropriate.

PROFESSIONAL FEES

P ofessio al a ou ti g/legal fees a e dedu ted f o the Me e s A ou t. These ould e o a asis ag eed a d sig ed off by the member with the professional entity providing the service.

ALTERATION OF FEES

The Trustee may alter any of the fees referred to above (with the exception of Initial Commission which is agreed between the

Member and their introducing financial adviser) at any time, at its discretion.

Page 39

GENERAL

The fees set out above are the maximum fees payable by Members and the Trustee reserves the right to charge lower fees to any

Member at its discretion. If the Member does not hold New Zealand Dollars then the fees set out above will be collected in Pounds

Sterling at the set exchange rate of 1NZD = 0.5GBP.

The Trustee reserves the right to alter these fees and reset the exchange rate at 31 December each year. To confirm current

fees/exchange rate please contact the Administration Manager or the introducing financial adviser.

All fees are stated on a Goods and Services Tax exclusive basis. Under current law some fees are wholly or partially exempt from

Goods and Services Tax. If Goods and Services Tax is payable on any of the fees then the Goods and Services Tax component is

payable in addition to the fee stated.

14. FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The balance date of the Scheme is 30 September.

Audited financial statements for the Scheme complying with the Financial Reporting Act 1993 were registered under that Act on

or about 4 April 2014. The audito s epo t o those audited fi a ial state e ts, hi h is dated 4 April 2014 does not refer to

any fundamental uncertainties and is unmodified.

15. PLACES OF INSPECTION OF DOCUMENTS

Copies of the Trust Deed, the Deed of Amendment to the Trust Deed, the financial statements for the Scheme (once available) and

material contracts, and the last annual report for the Scheme (once available), may be inspected during normal business hours at

the offices of:


17 Woodmancote Road

Wellington

New Zealand

The registered office of the Trustee is:


c/o DLA Phillips Fox

Level 5, 50 - 64 Customhouse Quay

PO Box 2791

Wellington

New Zealand

Copies of these documents, with the exception of the annual report, may be viewed on the Companies Office website

www.companies.govt.nz under 'Search Other Registers'.

Page 40

16. OTHER MATERIAL MATTERS

Details of Matters Contained Herein

Investment Risk

Liquidity Risk

Regulatory Risk

Credit Risk

Administration Risk

Currency Risk

Tax Risk

UK Tax Risk

All investments carry risk. There are risks associated with the Scheme that could affect Members' ability to recover the amount of

their contributions or impact on the returns payable from the Scheme as described in the Prospectus. The principal risks applying

to the Scheme that could affect returns (and which are common to most superannuation schemes generally) are:

Investment risk: The value of investments and the return they generate can go down as well up. Past performance is not

an indicator of current or future performance. In an attempt to mitigate some of this risk, the Trustees have employed

the use of the Funds Library network, which provides useful information on each investment. You must discuss with your

financial adviser any chosen investments, and ensure that you are both understand and are comfortable with the risks

associated with any investment before instructing the Trustee to invest on your behalf. It is generally accepted that

investments with greater potential returns carry a greater risk, and those targeting the highest returns can offer the

highest risk to the capital invested. In order to mitigate these risks, professional advice should be sought when choosing

how to invest your pension monies. Your financial adviser should help you to take appropriate steps to create a portfolio

that suits your personal circumstances. Recent turmoil in the global credit and financial markets has resulted in significant

investment losses across most asset classes. For Members, that highlights investment risks and emphasises that, even

ith a eful a age e t, Me e s A ou t ala es a e less tha the i itial i est e t. From time to time market

conditions will materially and adversely affect the Scheme's investments. Members should be prepared to experience

declines in their Member's Account balances, especially for those choosing higher risk investments. Members are advised

to consult a professional adviser before making a decision to invest.

Liquidity risk: The Scheme is not able to meet monetary obligations in a timely manner. The risk arises where there is a

mismatch between the maturity profile of investments and the amounts required to pay withdrawals. In prevention of

this, preparation should be made by the Member to choose investments carefully and keep a relative amount of liquidity

to be able to cover benefits as required.

Regulatory risk: Future changes to tax, or general superannuation legislation which could affect the operation of the

Scheme or Members' interests in the Scheme, or of the Trust Deed being amended in a manner required or permitted by

Law that has the effect of reducing Members' interests in the Scheme. There is also a Risk with regard to QROPS

regulations varying and changes in tax or general acceptability in accordance with the regulations. The Trustee will

endeavour to meet such requirements and notify the Member if we are made aware of adverse impacts on them, and the

option to move from the pension scheme by transfer is always available and will not be restricted other than to comply

with prevailing legislation and regulations in relevant jurisdictions.

Credit risk: The Scheme becoming insolvent and being placed into receivership, liquidation or statutory management or

being otherwise unable to meet its financial obligations. If this occurs, Members may not recover the full amount of their

interest in the Scheme. To mitigate the risk insofar as the Trustees are able, Member holdings are segregated from the

Scheme Managers and from each other.

Administration risk: Technological or other failure impacting on the Scheme or financial markets in general. To mitigate

such risk, the Trustees employ contingency plans and keep both paper and digital copies of information, and as the

Custodian is regulated in the UK, such contingency plans are also required by their respective regulator to ensure that

client information is protected. This is not an absolute protection, but appropriate steps are taken to mitigate risk as much

as is possible.

Currency risk: Currency fluctuations where the underlying investment assets are denominated in or hedged to currencies

othe tha the Me e s ase u e ould affe t etu s. Retu s ill also e i pa ted he e the I est e t Po tfolio

Page 41

is denominated in or hedged to currencies other than the Member's base currency. Consideration may also need to be

given to the ultimate currency in which income will be received in, if this is different.

Tax risk: The rate of tax and the basis on which tax is imposed may change. Tax risk exists in relation to the underlying

investments of the Scheme and the returns it will make, as well as the tax considerations between New Zealand, as the

country providing the pension, and the country in which pension benefits are to be received. With respect to tax, we

recommend the client seek specific tax advice to ensure the Brooklands (NZ) Superannuation Scheme No. 2 suits their

personal circumstances.

UK Tax risk: The risk that a transfer or withdrawal of UK Tax Relieved Scheme Funds to or withdrawal of such funds from

the Scheme will give rise to a Member's liability for UK tax penalties on that withdrawal. To mitigate this, the Brooklands

(NZ) Superannuation Scheme No. 1 will only operate the scheme in accordance with the contents herein in accordance

with the prevailing legislation and regulations set out by HMRC.

This list is not exhaustive and there are many risks which you should consider with any pension product and QROPS. We

recommend that professional financial and tax advice is always sought when considering this product. Neither Brooklands

Trustees (NZ) Limited nor any other party can offer advice or be held liable for advice given, as well as regularly review your

decisions in like with life and circumstantial changes.

TRANSFERS OF UK TAX-RELIEVED SCHEME FUNDS TO THE SCHEME

A Member may at any time apply to the Trustee to have part or the whole of any other superannuation or pension plan transferred

to the Scheme where permitted in law and by the ceding and receiving schemes. Where another pension plan is credited to the

Scheme for a Member, those holdings will be attributed to the Member Account.

Transfers from other plans will be at the discretion of the transferring provider and the benefits received and allocated to the

Member Account shall be transferred and held subject to such terms and conditions as are agreed between the transferring

Trustees and the Trustee of the Brooklands Superannuation scheme No. 1 and/or such other terms and conditions as the Trustee

may determine as being necessary or desirable or in the interests of the Member or the Scheme.

Notwithstanding the above a Member may apply to the Trustee to transfer, on condition of the current ability of the Scheme to

accept such funds, UK Tax-Relieved Pension Funds. The value of the UK Tax-Relieved Scheme Funds being transferred (UK

Relevant Transfer) shall be credited to the Member's Account of the relevant Member and shall be transferred subject to the

following terms and conditions:

The Trustee shall designate at least 70% of the funds originally transferred from the UK for the purposes of providing the

Member with an 'income for life' (as determined by the Trustee),

The pension benefits and any lump sum associated with those pension benefits payable to the Member under the Scheme,

to the extent that they relate to the UK Tax-Relieved Pension Funds, are payable no earlier than the time at which the

Member attains the age of 55 unless the Member is in ill health (as that term is used in the Finance Act 2004 (UK)), and

Such other terms and conditions as are agreed between the scheme manager of any pension scheme from which the

Transfer Value is to be transferred and the Trustee and/or such other terms and conditions as the Trustee may determine

as being necessary or desirable or in the interests of the Member or the Scheme.

The Trustee may, at the written request of a Member, transfer to another superannuation or pension plan nominated by the

Member, an amount not exceeding the maximum value of the Member's Account of the relevant Member. If any benefit is

transferred from the Scheme to a transferee plan the transfer value (which may include a transfer of assets) shall be transferred

subject to such terms and conditions as agreed between the transferee plan trustees and the Trustee. Transfers in respect of UK

Tax-Relieved Scheme Funds shall only be made to schemes eligible to receive such transfers.

TAX

The information in this section is intended as general guidance only and is an indication of the relevant legislation in effect as at

the date of this prospectus. The application of tax law is fact specific. The Member should seek professional tax advice specific to

their individual circumstances prior to investing in the Scheme so that the Member clearly understands the taxation implications

of such an investment. Neither the Trustee nor any other person accepts any responsibility for the taxation consequences of the

Me e s investment in the Scheme.

Page 42

Portfolio Investment Entities

Capital gains derived by PIEs in relation to New Zealand and most listed Australian companies are not subject to tax. Investments

in certain offshore equities are taxed under the Fair Dividend Rate method, with a deemed return of 5% of the market value.

The Scheme is a PIE. Under the PIE tax regime, the Scheme attributes its taxable income to its Members and pays tax (if any) on

each Member's attributed income on that Member's behalf and at that Member's prescribed investor rate (PIR). The Scheme will

adjust a Member's interest in the Scheme to reflect the tax paid.

New Zealand tax residents

The PIRs for New Zealand tax resident individuals are 10.5%, 17.5% and 28%.

Members will be eligible for a 10.5% PIR if their taxable income in either of the two immediately prior tax years did not exceed

both:

$14,000 (excluding PIE income); and

$48,000 (including PIE income).

Members who do not qualify for the 10.5% rate are eligible for the 17.5% PIR if their taxable income in either of the two immediately

prior tax years1 did not exceed both:

$48,000 (excluding PIE income); and

$70,000 (including PIE income).

If a Member does not qualify for either the 10.5% PIR or the 17.5% PIR (or does not provide the Manager with a valid IRD number

and notify their PIR), their PIR will be 28%. The maximum tax rate for a Member is 28%.

If a Member provides their correct PIR, they will not be required to include the attributed taxable income in their tax return. If a

Member provides a PIR that is lower than their correct PIR, they may have to include the attributed taxable income in their tax

return. If a Member provides a PIR that is higher than their correct PIR, they will not be able to receive a refund of the overpayment

of tax.

Non-New Zealand tax residents

The Scheme is a 'foreign investment zero-rate' PIE. This means that Members who are not New Zealand tax resident can elect to

e otified fo eig I esto s sele ti g the % PIR o the Appli atio Fo a d p o idi g the e ui ed i fo atio , i luding

their tax file number (or its equivalent) in their local jurisdiction. Notified foreign investors are eligible for a PIR of 0% meaning that

no New Zealand PIE tax will be payable by the Scheme on their attributed income.

Members that are not tax resident in New Zealand a d do ot ele t to e otified fo eig i esto s ill ha e a PIR of 8% a d ill be subject to New Zealand PIE tax on their attributed income at that rate.

GENERAL

Members must advise the Trustee of their PIR and IRD number (if any) when applying for membership of the Scheme. Members

must also advise the Trustee if their PIR or notified foreign investor status changes at any time. If a Member does not provide their

PIR to the Trustee they will automatically be taxed at the maximum default rate of 28%. If a Member provides an incorrect PIR

they may be liable for any additional income tax.

If the Commissioner of Inland Revenue considers the PIR or notified foreign investor status notified by a Member to be incorrect,

the Commissioner can require the Trustee to disregard that PIR and instead apply a different PIR to that Member's attributed

income.

Taxable income is attributed annually to 31 March, or at any time a benefit is paid to or in respect of a Member from the Scheme.

1 Tax years generally commence on 1 April in any year and end on 31 March in the following year

Page 43

There may be changes to the taxation legislation and tax rates in the future which may impact each Member differently. Members

should always seek independent professional taxation advice for their individual circumstances.

QROPS

At the date of the Prospectus the Scheme is a QROPS, meaning that certain UK tax treatment may apply to Members who have

transferred funds into the Scheme from a UK-registered pension scheme or funds which otherwise have UK tax-relieved status. If

the Scheme loses its QROPS status any UK tax implications for a Member may change in relation to transfers into the Scheme.

Neither the Trustee nor any other person will be responsible for any tax consequences arising for Members in this eventuality.

To elaborate and give more information surrounding the specific workings of a QROPS, we will highlight the following points, which

are echoed within this document:

The transfer of pension funds from a UK Registered Pension Scheme to a Qualifying Recognised Overseas Pension Scheme

(QROPS) is considered an authorised payment in respect of the HMRC, which means that it will not normally attract an

unauthorised payment tax charge. It should be noted that HMRC do not certify QROPS as qualifying under the criteria set

out in the legislation though, only that they confirm they have received formal and satisfactory notification that the

scheme is in fact qualifying and Recognised, and therefore this must be taken into consideration when applying for

membership and transferring UK pension funds to it.

Any pension money which transfers from or through a UK Registered Pension Scheme is considered to be part of the UK

Relevant Transfer in the eyes of HMRC. In the Brooklands (NZ) Superannuation Scheme No. 1 the UK Relevant Transfer is

completely restricted in accordance with the QROPS rules and restrictions as detailed by HMRC.

When transferring from a UK Registered Pension Scheme, any pension funds which have not already been designated to

commence paying benefits (which is to say where the pension payments have been started or considered as started), or

for any portion of the pension funds which has not been so designated, or where the Member is not yet age 75, will be

tested against the UK Lifetime Allowance test. This test, which is designed to take into account all pension benefits, tests

to see if the total pension holdings, relative to certain enhancements which may on occasion be available, are in excess of

the taxed advantaged limits prescribed by the HMRC treasury. Where they are considered to be in excess of this amount

(for 2013/14 set at £1.25 million), a tax charge of 25% may be levied prior to transfer.

To be able to benefit from the advantages detailed in respect of a QROPS, in excess of UK limitations, one must have

completed 5 full consecutive UK tax years as a non-resident of the United Kingdom. If this criteria has not been satisfied,

pension benefits are limited to:

o The UK restrictions on entitlement, including pension income

o A tax free cash lump sum of 25% of the original value transferred from the UK

It should be noted and understood by the Member that, when transferring to a New Zealand QROPS, the pension holdings must

e t a sfe ed to the e ei i g s he e, ho ill i tu lo k i the UK Rele a t T a sfe u til su h ti e as the Me e e omes

entitled to it, hi h is 55 ea s old, u less the Me e a satisf the Ill Health o ditio s efe ed to i the UK Fi a e A t 2004.

This minimum age may change if the minimum retirement age changes in the UK, as the rules state that the minimum retirement

age in respect of a QROPS where dealing with a UK Relevant Transfer, must be the same as if Pension Rule 1, Section 165 of the

Finance Act 2004, in the UK, were to apply.

After a member has reached minimum retirement age, and on the condition that the QROPS criteria has been duly met to the

satisfaction of the Trustees, a pension commencement lump sum, also known as tax free cash, can be paid. The amount available

is the amount in excess of 70% of the funds originally transferred from the UK. The 70% must be locked into the pension fund to

p o ide a i o e fo life fo the Me e .

In respect of the UK Relevant Transfer, it is a requirement on the Scheme Manager to report any and all payments made from the

QROPS to HMRC. This requirement stays in place to the later of:

the member being a UK-tax non-resident for 5 clear and complete UK tax years ; and

10 years from the date of the last transfer of UK tax relieved funds to the Scheme.

The impact of this, and the fact that QROPS legislation began in 2006, means that all payments which are made to a member from

a QROPS in respect of the UK Relevant Transfer must and will be reported.

Page 44

For the avoidance of doubt, QROPS rules do not permit the payment of benefits before age 55 unless the Ill Health condition is

met, therefore, no UK Relevant Transfer would be eligible for either Early Withdrawal or Early Withdrawal Due to Hardship.

17. SUPERANNUATION TRUSTEE'S STATEMENT

The Board members of Brooklands Trustees (NZ) Limited having made due enquiry in relation to the Brooklands Superannuation

Scheme No 1 are of the opinion that:

The value of the Brooklands Superannuation Scheme No 1 assets relative to its liabilities (including contingent liabilities)

and;

The ability of the Brooklands Superannuation Scheme No 1 to pay its debts as they become due in the normal course of

business

has not materially and adversely changed during the period between the balance of the latest financial statements referred to in

this prospectus and the date of the delivery of this prospectus for registration.

18. TRUSTEE’S EXECUTION

Signed by the directors of Brooklands Trustees (NZ) Limited (or by their agent authorised in writing):

_______________________________ Paul Martin Evans

(Agent authorised in writing - Ross John Hanning)

_______________________________ Ross John Hanning

Promoter's Execution

Signed by Strategic Admin Solutions FZ LLC (or by its agent authorised in writing)

_______________________________ Paul Martin Evans

(Agent authorised in writing - Ross John Hanning)

Page 45

APPENDIX 1: BROOKLANDS (NZ) SUPERANNUATION SCHEME NO. 1 GLOSSARY OF TERMS

Please find below a glossary of the some of the more specific terminology used within the Investment Statement and Prospectus

for the Brooklands (NZ) Superannuation Scheme No. 1 as a point of reference, however, if any other terms not explained below or

within the document are not clear, please feel free to contact your Financial Adviser or the Administration Manager:

10 Year Reporting Requirement

A period of required continual reporting to HMRC on

payments in respect of any UK Tax Relieved Pension Funds

held on behalf of an individual transferred under the QROPS

regulations

Administration Manager The party to whom the Trustees delegate the day to day

administration of the Scheme

Annual Management Charge – AMC The administration fee levied each year by an investment

manager

Annuity A policy which provides an income until death

Apportionment (Tax) A method of allocation of tax liabilities over the scheme

Assets The securities and other holdings of a Member Account

Benefits Rights or entitlements of the scheme to a member

Contribution

The term used to represent additions to your pension savings

by way of the transfer of external assets (such as cash or

holdings) into a pension environment. This can be by way of a

cash contribution from a personal bank account or from an

employer, or by re-registering an asset into the name of the

Trustees with an attributable cash value.

Corporate Trustee A legally incorporated entity acting as Trustee

Custodian The corporate entity under whom the assets of the Scheme

will be held

Defined Contribution

A pension scheme, or part of a pension scheme, where a

e e s i te ests is defi ed the o t i utio s the ha e made to it, and not based on factors such as a percentage of

fi al sala

Dependent

An individual who has a financial, mental or physical

dependency on the member, including child, spouse and civil

partner

Early Retirement The payment of retirement benefits from a pension scheme

efo e a e e s o al eti e e t date.

Estate The holdings of an individual represented to them upon their

death

Fact Sheet An information sheet on a fund or security

Filing Date

The date on which the scheme concludes its operations for tax

each year and prepares to file its accounts for the previous

period

Financial Adviser

An individual appropriately qualified and regulated to provide

financial advice in relation to helping an individual consider

financial products in respect of their personal circumstances

Financial Markets Authority (FMA) The New Zealand regulator, responsible for the regulation of

conduct in respect of New Zealand's financial markets

Page 46

Financial Professional An individual appropriately qualified and regulated to provide

financial advice or financial services

Financial Statements

Legally compiled documents confirming the financial position

of a scheme at inception, during and at the end of a filing

period

Fund Manager An individual or corporate entity responsible for managing

funds

Funding the allocation of cash or cash equivalents to the scheme

Goods and Services Tax (GST) A tax levied where relevant by the New Zealand Inland

Revenue on goods and services

HM Revenue & Customs (HMRC) A UK government department that oversees the tax approval

of pension schemes and taxation of contributions and benefits

Income Withdrawal

Also known as an unsecured pension. Allows a pension

scheme member to continue to invest a fund whilst drawing a

limited income

Investment Manager

The corporate investment body responsible for the

management of the investments within the Scheme, who are

in turn reportable to the Trustees

Investment Request

Formal instruction to the Trustee on how to invest, change or

disinvest holdings, which must be provided in the format

requested by the Trustee

Investment Statement

A document which aligns with the Prospectus detailing in

question and answer formation the details of the

Superannuation Scheme and its underlying portfolios and

investments

Lifetime Allowance

The maximum value of fund a pension scheme member can

accumulate in a UK registered pension scheme without

incurring a tax charge

Lump Sum Payment A payment of benefits to a member representing a significant

proportion of the holdings of a Member Account

Member An individual who has applied for and received acceptance to

invest or have holdings within the pension scheme

Member's Account The holdings attributable under the scheme registered as an

interest to a member's policy

Membership Active inclusion and recognised interest in the Scheme

Natural Person A living person

Nominated Beneficiary An individual to whom a member wishes for their benefits to

be paid to in the event of their death

Non Resident An individual who would not be considered, for tax purposes,

to be normally resident of that state or jurisdiction

Page 47

Normal Retirement Date

The date prescribed in the Trust Deed or scheme particulars as

the standard retirement age of the pension scheme, defined in

the Trust Deed as the date at which the member reaches the

age of 55 or such later date as the Trustee shall determine in

its absolute discretion

Outsourcing

The delegation of activities to a third party to carry out,

subject to an agreement which requires continual assurance

and evidence that the activities are being carried out correctly

and in line with the legal responsibilities of the outsourcing

party by the part to whom work has been outsourced

Pension Commencement Lump Sum

The lump sum paid to a member of a pension scheme when

their benefits come into payment. This is not usually subject

to tax.

Pension Plan A savings product established and operated with the purpose

of providing retirement benefits to Members and Beneficiaries

Pension Transfer The transfer of a currently held pension from one plan into the

trusteeship of another provider

Platform / Pension & Investment Wrap Platform A financial services system which allows policies to be viewed

and managed online, along with tools to assist in this capacity

Platform Provider The individual or corporate entity who makes this system

available

Portfolio Investment Entity

A taxation system within New Zealand which means the

income of the Scheme is attributed to each member and the

Scheme pays tax on that income on behalf of the Member at

the Member's prescribed investor rate

Promoter The individual or corporate entity responsible for working on

material and services to increase membership to the scheme

Prospectus The document which describes the particulars of the Scheme

to potential investors

QROPS An overseas pension scheme that meets HMRC rules that

allow overseas transfers, usually without a tax penalty

Relative An individual who has a legally recognised kinship to the

Member

Resident An individual who can be considered, for tax purposes, to be

normally resident of that state or jurisdiction

Serious Ill Health

In respect of pensions in the UK, a UK legal term meaning that

the Member has less than 12 months to live from the date of

declaration

Superannuation Scheme

A New Zealand product established and operated with the

purpose of providing retirement benefits to Members and

Beneficiaries who are natural persons

Page 48

Tax Relief

Incentive given to those contributing to UK registered pension

schemes. The UK government pays 20% (non-earners and

basic rate tax payers) or 40% (higher rate tax payers) of a

e e s g oss o t i utio

Tax Return

A return to a tax office confirming tax due and paid and

describing the specifics of the calculations which derives these

figures

Tax-Approved Scheme A pension scheme that has been approved to operate by

HMRC

Transitional Protection

Comes in two forms - primary and enhanced. Allows an

individual to protect accrued pension rights that may exceed

the lifetime allowance, thereby avoid a tax charge on the

excess

Trust Deed

The Deed recording the terms of the Brooklands (NZ)

Superannuation Scheme No. 1, collectively inclusive of the

Schedules which detail the additional powers of the Trustee

and the rules of the Scheme.

Trustee Discretion

The authority of the Trustees to make decisions which it

deems appropriate in accordance with its charged

responsibilities as Trustees of the Scheme

Trustees

The individual, group of individuals or corporate body with

whom the responsibility remains for and on behalf of the

Scheme and to the Members

UK Relevant Transfer

The term attributed to pension holdings transferred from a UK

Registered Pension Scheme to a Qualifying Recognised

Overseas Pension Scheme

UK Tax Relieved Pension Funds The portion of the pension benefits which at any point are

referential to the UK Relevant Transfer

Unauthorised Payment A payment made by a pension scheme that is not authorised

by HMRC and therefore carries a tax penalty

Winding Up The process of terminating a pension scheme

Page 49

APPENDIX 2: BROOKLANDS (NZ) SUPERANNUATION SCHEME NO. 1 FEE SUMMARY

This document is correct as at the date of the Prospectus

The Brooklands (NZ) Superannuation Scheme No. 1 Fee Summary

This document is intended only to act as a summary to those fees explained in full within Section 11.

This page summarises the costs involved with the Brooklands (NZ) Superannuation Scheme No. 1

All amounts are in New Zealand Dollars1

Establishment (annual charges are in addition to this)

New Plan Establishment $600

Annual Charges (charged each year on the anniversary of establishment)

Annual Fee including Annual Valuation (Standard1) $600 per annum

Transfer to another Brooklands Scheme

Exit Penalty / Charge for Transferring Out $ ZERO

Brooklands also refund the lower of the New and Former Scheme Establishment Fees

Transfer to a non-Brooklands Scheme

Exit Penalty / Charge for Transferring Out $ ZERO

Payment of Benefits

Each Lump Sum $600

Income Drawdown (per Establishment) $200 each

Annual Pension Payment $300 per annum

Platform Charges

Annual Custody Charge 0.40% of Cash Holdings

Switch Charge $50 Each

Telegraphic Transfer (CHAPS) Charge $40 Each

Foreign Exchange Charges Prevailing Rate

ARIA DFM Investment Management Charges

Annual Investment Management Charge 0.90% of NAV2

Transaction Charges (per trade) 1.00% (max 50GBP) + 15 GBP Settlement

Initial Commission Up to 7%

Renewal Commission Up to 0.5%

Effective Date: 16th June 2014 All fees are stated on a GST exclusive basis and where GST is payable, will be additional to the stated fees. All fees are payable immediately on completion of a

transaction.

Brooklands Trustees (NZ) Limited reserves the right to amend the terms and conditions of this ag ee e t gi i g 8 da s oti e to the Me e o alo g ith a review of the Schedule of Charges taking place on 31st December each year

1 If you do not hold New Zealand Dollars then the fees set out above will be collected in Pounds Sterling at the set exchange rate of 1NZD = 0.5GBP. The Trustee reserves the right to alter these fees and reset the

exchange rate at 31 December each year. To confirm current fees/exchange rate please contact the Administration Manager or your introducing financial adviser. 2 NAV is the Net Asset Value of the Portfolio

Page 50

APPENDIX 3: BROOKLANDS (NZ) SUPERANNUATION SCHEME NO. 1 INVESTMENT OPTIONS

This document is correct as at the date of the Prospectus and will be usually be updated on a monthly basis

Investment Options No. 1 (June 2014)

The requirement of this document is to confirm the investments which have acquired the minimum subscription requirements to

enable them to open for active investment, and those which still pending the minimum requirement of 20 members.

The latest e sio of the do u e t ill e a aila le th ough the Ad ise Me e s a ea of the e site at http://members.brooklandspensions.com and available through your financial adviser and Strategic Admin Solutions on request.

Details of Matters Contained Herein

Investment Status Table

o DFM portfolios and Investments which are Open or Pending Further Interests to Open to open

Investment Status Table

The following table details whether an investment is open, and therefore your pension fund can invest within it immediately, or

where an investment has not yet opened due to it not having the required minimum investments of 20 individual investments.

Where an investment is not yet ope , a i di idual is el o e to ueue fo the i est e t, ho e e , the e a e o gua a tees to when or whether an investment will Open. Therefore, as an individual you may wish to choose to wait in another fund or in

cash. It is important to note that the liquidity of a chosen investment cannot be guaranteed and therefore it may be difficult or

impossible to switch out of an investment option immediately.

Investment Manager Investment Portfolios Investment Status:

OPEN or

PENDING FURTHER INTERESTS

ARIA Capital Management Income Portfolio Strategy OPEN

ARIA Capital Management Absolute Return Strategy OPEN

ARIA Capital Management Global Growth Strategy PENDING FURTHER SUBSCRIBERS

lodged i te ests fo a pa ti ula i est e t ill Ope the investment portfolio and allow investment. If the investment

portfolio numbers fall below 20 investments, you will be notified of your options.

Where an investment portfolio is not yet open, you may elect to invest into another, open portfolio pending the opening of the

portfolio you have chosen, however, neither the Trustee, not the Scheme will guarantee that membership to the investment will

ever be available nor consider any losses or lack of gains as their responsibility pending the potential opening of an investment.

Where an alternative portfolio is not chosen, the default portfolio with be the ARIA Absolute Return Strategy or the assets can

be held as Cash.

http://members.brooklandspensions.com/

Documents

· Page 2 PROSPECTUS Brooklands (NZ) Superannuation Scheme No. 1 Dated 16th June 2014 This Index is in accordance with Schedule 6 of the Securities Regulations 2009