ANZ Portfolio Manager

ARSN 095 769 038AN

Z Portfolio Manager

ANZ Portfolio ManagerResponsible EntityANZ Managed Investments Limited

ABN 61 004 392 269

Issue Number 7This document was lodged on 10 February 2003and expires 28 February 2004

Important notesAn investment made under the Prospectus represents aninvestment in the ANZ Portfolio Manager. ANZ ManagedInvestments Limited (ANZMI) ABN 61 004 392 269 (also referred toas ‘us’, ‘we’, ‘our’ and ‘Responsible Entity’) is the Responsible Entityof ANZ Portfolio Manager and a wholly owned subsidiary of INGAustralia Pty Limited (ING Australia) ABN 60 000 000 779.

Investors should understand that investments in ANZ PortfolioManager do not represent deposits or other liabilities of:

(i) Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522 or any of its related corporations(ANZ Group);

(ii) ANZMI; or

(iii) ING Australia, ING Bank (Australia) Limited ABN 24 000 893 292or any other company in the ING Group (collectively referred to as ING).

Investments are subject to investment risks, including possibledelays in repayment and loss of income and capital invested.

Neither ANZMI, ANZ Group, or ING in any way stand behind thecapital value or performance of ANZ Portfolio Manager nor will theANZ Group or ING (other than ANZMI), have any liability to investors.

ANZMI is the issuer of this Prospectus and, except for thepreparation of those parts of the Prospectus in which its expertadvisers were also involved, the Responsible Entity is whollyresponsible for its contents. Expert advisers may also haveresponsibility for those parts of the Prospectus in which they wereinvolved. Neither ANZ Group or ING support or guarantee theobligations of ANZMI nor are they responsible for any statementsor information contained in this Prospectus.

A copy of this Prospectus was lodged with the Australian Securitiesand Investments Commission (ASIC) on 10 February 2003. ASICaccepts no responsibility as to contents of this Prospectus. Noapplication will be accepted, and no interests issued until 7 days(or 14 days if ASIC directs) after 10 February 2003, when thisProspectus was lodged with ASIC.

This Prospectus expires on 28 February 2004. No applications willbe accepted on the basis of this Prospectus after 28 February 2004.

The offer to which this Prospectus relates is available only topersons receiving this Prospectus (electronically or otherwise) inAustralia.

Contents

ANZ Portfolio Manager 1

Features and benefits 1

Information at a glance 2

About the Responsible Entity 3

Determining your risk profile 4

How to invest 6

How your ANZ Portfolio Manager operates 6

ANZ Portfolio Manager vs direct investment – 13the differences

Regular Investment Plan 14

Fees and expenses 15

Taxation information 17

Your rights and liabilities as an investor 19

Rights and liabilities of the Responsible Entity 20

Customer service 20

Further information 21

Directors 26

Application form instructions 27

Lodgement locations 28

Application form 29

Transaction/Alteration form 35

Direct Debit request form 39

Switch request form 41

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ANZ Portfolio Manager

In order to maintain a worry-free and independent lifestyle,now and in the future, it is important to have a well-structuredinvestment portfolio.

ANZ Portfolio Manager is designed to make it easier for you tomaintain a more diversified and flexible portfolio than if youwere to make your investments directly. Currently with morethan 40 investment funds to choose from, it gives you theopportunity to select funds that will meet your needs.

ANZ Portfolio Manager is a master trust that pools investors’funds to gain the benefits of diversification.

By utilising the ANZ Portfolio Manager, you can also enjoy thefollowing benefits:

• Choice – You can choose from a range of over 40 investmentfunds to suit your investment needs.

• Diversification – Your money can be diversified across a rangeof investment sectors, such as shares and bonds, managed bya variety of fund managers.

• Flexibility – You can change your investment portfolio mix atany time to meet your changing investment needs or to reflectchanging economic conditions.

• Expertise – ANZ Portfolio Manager combines quality clientservice from ANZ Managed Investments Limited with theinvestment knowledge and expertise of a wide range offund managers.

• Consolidated statements – You will receive regular statementsthat consolidate all your investments within ANZ PortfolioManager so you can easily monitor their performance.

• Consolidated tax reporting – Once a year, you will receive a tax statement to assist you or your accountant to prepareyour tax return.

Features and benefits

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Information at a glance

Minimum initial investment

Minimum additional investment

$25,000 No minimum

$5,000 No minimum

Minimum balance $10,000 No minimum

Regular Investment Plan Minimum contribution – $250 per month Not applicable

Fee Plan A Fee Plan B

Portfolio Manager Account Investment option within a Portfolio Manager Account

Minimum withdrawal No minimum No minimum

Money Manager Account (MMA) Target balance – investor set ($500 minimum) Not applicable

Upper threshold – investor set ($750 minimum)

Lower threshold – investor set ($0 minimum)

If no nomination, the defaults outlined on page 8 apply

Initial entry fee (page 15)

Investment fee (page 15)• where the initial investment or

while the subsequent net value ofyour account is $300,000 or more

• where the initial investment isless than $300,000

Nil 5.0%

Nil NilNot applicable

0.51% pa on the Nilnet value of your account for the firstthree years

From your MMA – monthly, quarterly, Refer to underlying disclosure documentshalf yearly or yearly and Investment Fund List

Nil Not applicable

Nil Nil

From 1.62% pa to 0.60% pa on the net Refer to underlying disclosure documentsvalue of your account (excluding the balance in your MMA)

0.29% pa on the net value of your account Refer to underlying disclosure documents

refer to page 24 Refer to underlying disclosure documents

Invested into your MMA Invested into your MMA

Regular payments

Exit fee (page 15)

Switching fee (page 16)

Service fee (page 15)

Expense fee (page 15)

Management Expense Ratio

Income (page 7)

For detailed information on your investment options, please refer to the underlying Investment Fund List for each of the investmentoptions available.

Note: the above information for each Portfolio Manager Account is applicable for the duration of this Prospectus. Details ofthe maximum fees payable under the ANZ Portfolio Manager Constitution are shown on page 15. The basis of charging feesis explained on page 15.

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ANZ Managed Investments LimitedANZ Managed Investments Limited (ANZMI) is the Responsible Entity of ANZ Portfolio Manager. ANZMI is awholly owned subsidiary of ING Australia Pty Limited (INGAustralia).

The Responsible Entity:

• issues invitations to invest, (such as this Prospectus),processes applications, and selects the investment optionsand buys and sells authorised investments as instructed by the investor;

• manages ANZ Portfolio Manager;

• holds investments of ANZ Portfolio Manager itself or throughcustodians or securities services;

• pays proper expenses;

• processes withdrawals and switching requests;

• calculates the value of investments at least once each business day;

• keeps the investor register, accounting and other records;

• convenes and organises any investor meetings;

• determines the exercise of votes attaching to investments;

• undertakes to run ANZ Portfolio Manager properlyand efficiently;

• provides ongoing client service; and

• upon termination of the ANZ Portfolio Manager will sellinvestments, pay liabilities and expenses and distribute thenet proceeds to investors.

ING AustraliaING Australia is one of Australia’s leading fund managers andlife insurers with approximately $38 billion in assets undermanagement and 2,000 staff. ING Australia is a joint venturebetween the global ING Group, which owns 51%, and one ofAustralia’s major banks, ANZ, which owns 49%.

ING Australia provides a broad range of financial products andservices through an extensive network of professionalfinancial advisers and financial institutions.

ING GroupING Group is one of the world’s largest wealth managers withmore than 50 million customers, $800 billion in assets undermanagement and 110,000 staff. ING Group’s global headoffice is in Amsterdam, The Netherlands, with operationalheadquarters around the world including Sydney, Australia.

About the Responsible Entity

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Choosing your investmentThe provision of investments available through the ANZPortfolio Manager or any other investment information in this Prospectus should not be taken as the giving ofinvestment advice by ANZMI as it is not aware of yourinvestment objectives, financial position and particular needs. No action should be taken on any information in this Prospectus without consideration of your particularfinancial circumstances and investment objectives.

The key to mastering risk is to be comfortable with the highs and lows your investments may experience over adefined period of time. With ANZ Portfolio Manager you can find an investment solution to suit your investment goalsat a level of risk and return that you are comfortable with.

Finding your balanceRisk means different things to different people. Even thesimplest of investments has inherent risks. Balancing theamount of risk you are prepared to take with the return youwant is the challenge all investors face.

The risk/reward trade-offGenerally, you trade-off higher returns for investment security.This means an investment such as shares will offer higherpotential returns, however they are perceived as a riskierinvestment than term deposits as they are subject to the upsand downs of the sharemarket. Similarly an investment in a term deposit will usually offer lower potential returns, and it is less volatile.

For information regarding the risk and return characteristicsof the investment funds available through ANZ PortfolioManager, please refer to the separate Investment Fund List.

Factors which assist in reducing risk may include obtainingprofessional advice on investments that correlate with theinvestors financial situation, individual needs and investmentobjectives, diversifying investments and keeping moneyinvested for the individual funds recommended time frame.

For more information on the investment sectors or help inworking out your levels of risk, contact your financial adviser.

Determining your risk profile

What type of return you seekWhen deciding what type of return you want from yourinvestment you should consider your need for a regularincome from your ANZ Portfolio Manager account versus yourdesire for long-term capital growth.

Income from your investment is received via distributionswhich may include dividends, interest and realised capitalgains. You may direct that the distributions be paid to you, orthat they are reinvested back into the trust.

Investment time frame – a crucial issueDeciding how long you are prepared to invest your moneyis crucial to the type of investment you choose. Sectors withhighly volatile returns are inherently more risky if investmentis short-term. An investment over a longer time frame is morelikely to recover from the lows and enjoy the highs.

Diversification – a good mixDiversity in your investments – or a good investment mix, will help you to realise your goals and potentially moderatethe risk of lower investment returns. By spreading yourinvestments across different sectors such as shares, property, bonds and cash, you reduce your exposure to risk.

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Statement of riskAccording to the funds chosen, investments are subject tovarious risks, including:

• fluctuation in market prices for tradeable investments such as shares and bonds;

• the performance of individual investments;

• inflation, interest and exchange rate movements;

• borrowing (if borrowing occurs);

• investing in futures, options or other derivative contracts tomanage risk;

• change in government policies and Acts;

• judgment and skill of personnel responsible for investmentstrategy and implementation;

• future changes in fees (subject to the Constitution); and

• changes in an investor’s personal needs.

Each fund aims to provide capital growth, or income, or a mixof both, although capital losses are possible.

HIGH

HIGH

Rela

tive

retu

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Relative risk

LOW

LOW

You want to maintain the capital value of your investment, and are prepared to accept lower returns for lower risk in your investments.

Investor risk profiles

You seek to maximise long-term growth by investing in higher risk growth assets. You accept the possibility of greater volatility and associated short-term capital losses to achieve potentially higher returns over the long-term.

Your priority is higher long-term capital growth through investing in growth assets. In return for taking more risk, you accept a higher possibility of negative returns in any one year.

You seek a balance of growth and income and accept the possibility of a negative return in any one year, associated with investing in growth assets.

You accept some risk through a diverse portfolio, in return for some capital growth.

Conservative

Aggressive

Moderately aggressive

Balanced

Moderately conservative

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You can invest in ANZ Portfolio Manager by completing theApplication attached to this Prospectus. The minimum initialinvestment under this Prospectus is $25,000. Additionalinvestments can be made in minimum amounts of $5,000 by completing a Transaction/Alteration form attached to theApplication section of this Prospectus. Alternatively, regularinvestments of $250 per month can be made. You should beaware that when you make regular investments you may nothave the current disclosure document for the underlyinginvestment fund. We recommend you consult your financialadviser before investing in ANZ Portfolio Manager.

The Responsible Entity will arrange for the purchase of unitsin the investment funds you nominate on your behalf.

For the life of this Prospectus, no minimum investmentamount will apply to an investment in any particularunderlying investment fund.

For assistance in making a selection which matches your riskprofile, see your financial adviser.

Effective date of transactionsApplication via this Prospectus requires payment by cheque,forwarded to GPO Box 5306, Sydney NSW 2001.

Correctly completed Application forms (and cheques) andother transaction requests received by 12.00 noon Sydneytime will generally take effect on the same business day.Correctly completed payment or transaction requestsreceived by the Responsible Entity after 12.00 noon Sydneytime will generally take effect the following business day.‘Business day’ means any day on which banks are open for business in Melbourne.

For details of how the prices which will apply to units boughtand sold by the Responsible Entity on your behalf aredetermined, please refer to page 10.

Keeping you informedTo keep you up to date with your investments, you will receive:

• confirmation of investment and other transaction confirmations;

• consolidated quarterly statements;

• consolidated annual statement of your position and investment;

• audited annual financial report (unless you advise otherwise);

• annual tax statement; and

• you can also choose to receive any or all of thecommunications, which the Responsible Entity receives inrelation to the investments made on your behalf by notifyingus in writing.

Daily unit prices can be obtained from www.anz.com or bytelephoning 1800 022 893.

ANZ Investor LinkAny time you want to access information on your ANZ PortfolioManager Account, simply phone 1800 022 893.

The range of functions include:

• information relating to balances;

• transaction history;

• distribution details; and

• other services, such as changing your Telecode or access toANZ Phone Banking.

If you have any queries about ANZ Investor Link, please talkto our Customer Service Consultants between 8.00am and8.00pm Sydney time, Monday to Friday (excluding nationalpublic holidays).

How to invest How your ANZ Portfolio Manager operates

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Your Money Manager AccountInterest incomeWhen you open an ANZ Portfolio Manager Account, anindividual Portfolio Manager Account is established in yourname. Within your Portfolio Manager Account, a separate transaction sub-account, known as your Money ManagerAccount (MMA), is also established. All cash transactionsrelating to your Portfolio Manager Account will be conductedthrough your MMA.

Your MMA balance is invested in an interest bearing depositissued by ANZ. Interest earned on the balance of your MMAaccrues each day and is credited to your account monthly.Government and account keeping fees with respect to theunderlying investment of the MMA are deducted prior to thecrediting of interest.

The Responsible Entity may, at any time, invest the MMA inany other cash vehicle it considers suitable, with or withoutprior notice to you.

ANZ Portfolio Manager Account

Responsible EntityResponsible Entity

MMAMMA

fees and charges

deposits

withdrawals

InvestmentsInvestments

InvestorsInvestors

Investments ad hoc or regular Earnings and redemptions

DistributionsAs an investor you are entitled to receive any distributionsfrom the investment funds within your ANZ Portfolio ManagerAccount. Distributions are paid to the Responsible Entity ofANZ Portfolio Manager, who is required to allocatedistributions to investors’ Portfolio Manager Accounts (havingregard to the method by which they were allocated to theResponsible Entity). The Responsible Entity will pay your shareof distributions it receives into your MMA.

Reinvestment of income received will only be used topurchase additional units in underlying investment funds, inaccordance with your directions, when the balance in yourMMA exceeds your upper threshold limit.

Funds selected from the current Investment Fund List will payincome distributions according to the details set out in theapplicable underlying disclosure documents.

You should be aware that at the time of reinvestment of yourincome you may not have the current disclosure document forthe underlying investment fund.

How does your MMA operate?

All cash inflows and outflows relating to transactions withinyour Portfolio Manager Account pass through your MMA.

Cash will flow into your MMA when:

• you invest money into ANZ Portfolio Manager (includingmoney you invest under a regular investment plan);

• the investments held in your Portfolio Manager Accountpay distributions;

• interest is paid on the balance of your MMA;

• investments held in your Portfolio Manager Account areredeemed or switched and funds are received from theunderlying responsible entity; and

• automatic rebalancing of your MMA occurs (see below).

Cash will flow out of your MMA when:

• you withdraw money from ANZ Portfolio Manager (including money you withdraw as regular payments);

• fees and charges are deducted;

• you instruct us to purchase investments for, or investmentsyou hold already are transferred to, your Portfolio ManagerAccount; and

• automatic rebalancing of your MMA occurs.

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Balance and limits Defaults

Lower threshold You nominate $ or % (min. $0)

Your target balanceless $250

You nominate$ or % (min. $500)

$500

You nominate$ or % (min. $750)

Your target balanceplus $250

Target balance

Upper threshold

Note: All limits must be expressed consistently as either a dollar amount,or percentage of your total Portfolio value.

Where your MMA falls below your lower threshold:

• no additional investments will be purchased on your behalf; and

• we will redeem sufficient investments (in accordance with yourDrawdown Authority) to bring your MMA balance back up toyour target balance. The minimum value of investmentsredeemed will be approximately $250.

When the balance of your MMA exceeds your upper threshold:

• we will purchase additional investments on your behalf (inaccordance with your Investment Authority) to return youraccount to your target balance. The minimum value ofinvestments purchased will be approximately $250.

Your account will be checked weekly to ensure it is within yourlower and upper threshold balances.

All transactions initiated to return your account to your targetbalance will be completed in accordance with your Investmentand Drawdown Authorities.

You should be aware that redemption of your investmentsmay incur capital gains tax, and in certain circumstances,income tax.

Your target balanceRetained within the MMA is an amount representing yourtarget balance. You can set your target balance as a dollaramount, or as a percentage of your Portfolio. While youcontinue to be an investor in ANZ Portfolio Manager, the targetbalance of your MMA will remain at the amount or percentageinitially set, unless you tell us otherwise.

The minimum target balance will default at a minimum dollaramount of $500. You will be given 30 days notice of anychange to the default minimum balance.

If you set your target balance as a percentage of your Portfolio,the amount required within your MMA will fluctuate in linewith the movement of the value of your investments, and ascash is added to and withdrawn from your MMA.

As a guide you should consider having sufficient funds tocover three months of regular outflows from the MMA whensetting your target balance. In most cases this figure wouldneed to take into account fees and regular payments.

Automatic transaction limitsTo avoid the need to make numerous small investmenttransactions to comply with the target balance requirements,we have established thresholds or limits beyond whichinvestment transactions will occur automatically.

Setting transaction limitsYou can set your upper and lower threshold limits as a dollaramount or as a percentage of your total Portfolio value. Thereis a minimum upper threshold of $250 above your targetbalance. There is no minimum lower threshold. If you do notnominate an upper level, we will set it as your target balanceplus $250. Similarly, if you do not nominate a lower threshold,we will set it at $250 under your target balance.

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Your Investment AuthorityWhen you set up your Portfolio Manager Account you arerequired to complete the Investment Authority details in theApplication form. The Investment Authority sets out yourinvestment fund selection. It also does the following:

• directs investment of all additional one-off investmentdeposits; and

• directs automatic investment purchases when the upperthreshold of your MMA is exceeded.

When you fill out the Application form, the InvestmentAuthority section requires details of:

• the names of the funds selected by you for investment;

• their fund codes; and

• the individual investment percentages for each fund (as partof the total Portfolio excluding the MMA target balance).

The Investment Authority amounts must be expressed as apercentage and must add up to 100%.

All investments will be made according to the originalInvestment Authority unless a Temporary Investment Authorityis used or the Investment Authority is changed.

If any investments listed on the Investment Authority are fully sold then the Investment Authority must be changed toreflect this.

An investor may alter their existing Investment Authority atany time by using the Transaction/Alteration form at the backof this document. See section on one-off transactions.

Your Drawdown AuthorityThe Drawdown Authority directs the withdrawal of fundsfrom your investments in the Portfolio Manager Account. The Drawdown Authority is also used to top up your MMAbalance. If funds are in the MMA then these are taken firstupon payment of fees and regular payments. Once your MMA balance falls below its lower threshold, then the unitswill be redeemed as directed by your Drawdown Authorityto return the MMA to its target balance.

All withdrawals will be made according to the originalDrawdown Authority unless a Temporary Drawdown Authorityis used or the Drawdown Authority is changed.

All withdrawals will be made in order of the funds specified in the Drawdown Authority. It is recommended you nominate a minimum of two to three funds. If you nominate one fundonly and there are insufficient assets available to make adrawdown, such as a one-off withdrawal, then the transactionwill not be processed and delays will occur.

When you fill out the Application form, the DrawdownAuthority section requires details of:

• the names of the funds selected by you for withdrawals;

• their fund codes; and

• the drawdown order you have nominated for redemptionsfrom the selected funds.

Up to a maximum of 10 funds can be nominated for theDrawdown Authority.

If any investments listed on the Drawdown Authority are fullysold then the Drawdown Authority should be changed toreflect this.

You may alter your existing Drawdown Authority at any time byusing the Transaction/Alteration form at the back of thisdocument. See section on one-off transactions.

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One-off transactionsIf you wish to make a single or series of one-offtransactions in ANZ Portfolio Manager you must use theTransaction/Alteration form in the back of this Prospectus.This form can be used for:

• additional investments;

• variations to Investment Authority;

• changes to MMA target balance;

• variations to Drawdown Authority; and

• full or partial withdrawals from your MMA or directly from your investments.

Variations to the Investment and Drawdown Authority can bemade either on a temporary or replacement basis.

When making additional investments other than on the formattached to this or a current Prospectus, you should note that youmay not have the current Prospectus or the current underlyingdisclosure document. You should keep this Prospectus and any updates for future reference when making investments. If you want to make additional investments after this Prospectusexpires, you will need to obtain a current Prospectus which isavailable free from us or your financial adviser.

Dollar Cost AveragingThe price of investments can fluctuate, which makes it hard topick the right time to buy.

By using Dollar Cost Averaging on lump sum deposits, you canspread your investments over a period of time. This will meanthe average price you pay will not be the highest, or thelowest, but somewhere in between. Dollar Cost Averagingworks in the following way:

• the total amount you wish to invest is paid into your MMAusing your Investment Authority;

• you specify the period over which you wish to invest (forexample, three to five years), the frequency of purchases(such as monthly, quarterly, half yearly or yearly) and theamount to be invested each time (minimum of $1,000);

• while your Dollar Cost Averaging Plan is in place, rebalancingof your MMA will not apply; and

• Dollar Cost Averaging does not involve any additionalAdministration fees.

Having a Dollar Cost Averaging Plan in place in no wayrestricts you from making other investments in ANZPortfolio Manager.

As the MMA will not rebalance while Dollar Cost Averaging isin place, you must ensure sufficient funds are available in yourMMA to cover fees and regular payments during the timeDollar Cost Averaging is operating. Please ensure you add theamount of fees and regular payments to the total amount offunds you are investing for Dollar Cost Averaging purposes.

Buying and selling investmentsThe Responsible Entity will generally process investors’requests to buy and sell units in investment funds on a dailybasis. We generally value investment funds held in your ANZPortfolio Manager Account daily. Units held in each investmentfund that you have selected will normally be valued using thelatest available withdrawal price, advised to us by theresponsible entities of the underlying funds. Unit prices aredetermined by the responsible entity of an investment fundand may vary, reflecting changes in the value of an investmenoption’s underlying investments, fees and other trustexpenses.

The net value of your ANZ Portfolio Manager Account is the valueof your investment fund less the amount of any fees payable.

Buy priceWhen you instruct us to acquire, on your behalf, units in anyinvestment fund we will request the responsible entity of thatfund to process your instructions. Units will be acquired at theissue price at the time the purchase is processed by theresponsible entity of the investment fund in which you wish to invest.

Sell priceWhen you instruct us to sell the units you hold in aninvestment fund we will request the responsible entity of thatfund to process your instruction. Units will be withdrawn at thewithdrawal price applicable at the time the responsible entityof the fund processes the request.

Transaction cost allowanceDue to the nature of their investments, responsible entities ofthe underlying investment funds in which you choose to investincur transaction or acquisition costs. These costs are ordinarilyassociated with the purchase and sale of a particular asset suchas shares or units in underlying investment trusts. In essence,these are the costs that investors would have to pay if theybought and sold their own shares or underlying fund units.

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Issue and redemption prices of underlying funds are oftendetermined by adding or subtracting an amount of money(known as a transaction cost allowance) to the unit price. This is reflected in the difference between the issue andredemption price of the underlying investment fund. Thetransaction cost allowance will reflect the actual costs oftransacting in the underlying investment assets held by theTrusts at each valuation date. This allowance is not a feereceived by us, but rather an amount paid into the underlyinginvestment funds to allow the transaction costs to be spreadfairly across all investors over time.

Daily unit prices can be obtained by telephoning 1800 022 893 between 8.00am to 8.00pm Sydney time,Monday to Friday (excluding national public holidays) or fromwww.anz.com.

Withdrawing or switching between fundsYou can withdraw money according to your DrawdownAuthority or switch between funds at any time without fees.

Withdrawals can be taken from your MMA or directly from yourinvestments. If a withdrawal is made from your MMA and thereare insufficient funds to cover your request, or your requestcauses the balance to fall below your lower threshold, unitsin your underlying investments will be sold. You select theorder in which your investments are sold – see section 10 ofthe Application form.

Partial withdrawals are not available if the total value of yourPortfolio Manager Account is less than $10,000. If you wish to make a full or partial withdrawal from any of yourinvestments please complete the Transaction/Alteration form which is attached to this Prospectus.

The date of any switch or withdrawal will generally be the dayon which a correctly completed request is received by ANZMIat , Level 17, 347 Kent Street, Sydney NSW 2000, prior to12.00 noon Sydney time. Switch and withdrawal requestsreceived after 12.00 noon Sydney time will generally bedeemed received the following business day.

Withdrawal payments will generally be made within sevendays after the Responsible Entity has received the correctlycompleted withdrawal request form.

Payment may be delayed by underlying responsible entitiesor other circumstances beyond the control of the Responsible Entity.

When switching between funds, units will be withdrawn at theprevailing exit price from the investment fund you areswitching from, and new units will be issued at the prevailingentry price. There will generally be a period of several daysbetween the sale of your existing investment and thereinvestment of the proceeds to the investment fund that youare entering.

Your request to ‘switch from’ or ‘sell’ units in an investmentfund must be expressed in dollars, units or represent yourtotal holding in the investment fund. The request to ‘switch to’or ‘buy’ into the investment fund into which you are switching,must be expressed as a percentage allocation of the fullamount of the proceeds realised.

Switching may have tax implications – we recommend youseek professional advice prior to switching between funds.

You can withdraw your investment at any time, by completingthe Transaction/Alteration form on page 35, or switch betweenfunds by lodging the Switch Request form on page 41.

Please telephone our Customer Service Centre on 1800 022 893 should you require the forms to be sent to you.

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SuspensionThe Responsible Entity may also determine it is in the interestof the investors to suspend the withdrawal of any ANZPortfolio Manager Account where it is impracticable for theResponsible Entity to calculate the value of the relevantPortfolio Manager Account. Reasons may include:

• closure of, or trading restrictions on stock or securitiesexchanges, an emergency or other state of affairs;

• declaration of a moratorium in a country where an investmentfund invests;

• any other circumstance outside the reasonable control of theResponsible Entity; or

• as permitted under the Corporations Act.

An investor’s redemption request lodged during any period ofsuspension is deemed to be lodged immediately after the endof the suspension.

Switches by facsimileYou may effect switches by facsimile using the Switch Requestform on page 41.

Instructions by facsimileEach investor releases, discharges and indemnifies ANZMI,ING Group and ANZ from and against all actions, proceedings,accounts, claims, demands, losses and damages arising from,or in any way relating to, ANZMI, ING Group or ANZ in goodfaith acting on or accepting any instructions (includinginstructions to switch or withdraw investments) received byfacsimile transmission which are, or purported to be, signedby the investor or any authorised signatory of the investor, orin the case of joint investors, by any of them.

Regular paymentsRegular payments may be made from your MMA, on amonthly, quarterly, half-yearly or yearly basis.

These payments must be paid into your nominated account.

The regular payment amount cannot be set at an amountgreater than your nominated lower threshold in your MMA. If you nominate an amount greater than your MMA lowerthreshold, the regular payment will be adjusted to be no morethan your lower threshold.

If there are insufficient funds in your MMA to make yourregular payment, the payment will not be made until sufficientunits in your investments can be withdrawn.

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Fees and charges

Investing through ANZ Portfolio Manager Investing in your own name

No entry fee is charged by the responsible entity of theunderlying investment funds you choose. The ongoing feescharged by the Responsible Entity of ANZ Portfolio Manager are additional to those charged by the responsibleentities of the investment funds you choose. Please refer to pages 15 to 16. Fees charged by the responsible entitiesof investment funds are based on wholesale rates whichare generally lower than those for retail investments. Our fees and charges are drawn from your MMA.

Any entry fee charged by a responsible entity of aninvestment fund is based on the amount you invest inthat fund. An entry fee will generally be charged atretail rates. Any entry or ongoing fees that are chargedon a sliding scale are also likely to be higher than feesnegotiated with the responsible entities of investmentfunds available through ANZ Portfolio Manager.

Switching For the life of this Prospectus, you can switch all or partof your investment between the investment funds offeredthrough ANZ Portfolio Manager without entry or exit fees.The Responsible Entity is, however, entitled to charge aswitching fee (please refer to page 16).

While you can generally switch money betweeninvestment funds offered by the same responsibleentity, you may be required to pay entry, exit orswitching fees.

Registered holder The registered holder of your units in an investment fund is the Responsible Entity of ANZ Portfolio Manager. You willbe treated for tax purposes as if you held the assets directlybecause of the nature of your control.

Where you invest directly in investment funds, theinvestment will generally be held in your name. You willbe assessed directly on any income and capital gains.

Income Income from the investment funds you have chosen iscredited to your Portfolio Manager Account by theResponsible Entity.

Income is calculated and paid to you by theresponsible entity of the investment fund.

Voting rights, noticesand reports andaccounts

The Responsible Entity holds the voting rights in respect ofthe investment funds you have chosen and thereforereceives notices of meetings or changes in investmentpolicy or fees issued by the responsible entity of eachinvestment fund. The Responsible Entity will receive allreports (including audited accounts) required to be sent toinvestors in accordance with the Constitution andCorporations Act. You may request that these be forwardedto you. The Responsible Entity is entitled to attend and voteat unitholders’ meetings.

You hold the voting rights in your investment fundsand you will receive directly from the responsible entity of those funds, all notices of meetings orchanges in investment policy or fees. You will alsoreceive all reports (including audited accounts) unlessrequested otherwise, required to be sent to investorsin accordance with the Constitution and CorporationsAct. You will be entitled to attend and vote atunitholders’ meetings.

Transaction advicesand reporting

You will receive directly from the Responsible Entity of ANZPortfolio Manager confirmation of all your purchases, salesand switches of investment funds. You will also receivequarterly consolidated reports on all your investments(including valuations), yearly tax statements and otherinformation including distributions received by theResponsible Entity and fees and charges relating to yourPortfolio Manager Account. You may obtain an up to datevaluation of your investments on request.

You will receive confirmation of your transactions,distributions and tax statements directly from theresponsible entity of each investment fund in whichyou invest. The current price of units in a fund can beobtained from the responsible entity of that fund.

Money ManagerAccount

All investment income, fees, charges, switches orwithdrawals go through your MMA. Your MMA offers you acompetitive cash rate of return to ensure your money isalways working for you.

All transactions on your investment are undertaken byyou from your bank account.

ANZ Portfolio Manager vs direct investment – the differences

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The Regular Investment Plan allows you to build yourinvestment with regular investments over time. You can add$250 or more to your investment each month. You should beaware that when you make regular investments you may nothave the current disclosure document for the underlyinginvestment fund. This amount is invested into the fundsnominated on your Investment Authority, subject to theminimum threshold in your MMA being maintained. This is toavoid an automatic rebalance occurring at the next weeklybalance check.

The Responsible Entity reserves the right to withdraw theRegular Investment Plan for any of the funds by giving notless than thirty (30) days prior written notice to investorsin those funds.

Benefits of the Regular Investment Plan• Convenient as funds are withdrawn directly from your

bank account.

• Ability to invest a smaller amount of money on a regular basis.

• Flexible so you can change the amount of your regularinvestment at any time.

How does the Regular Investment Plan operate?Each month we debit your bank account with the regularinvestment amount you have nominated. This amount isthen used to buy additional units in the funds nominated inyour Investment Authority, depending on the target balance of your MMA. Units in underlying funds are issued inaccordance with the terms of the current disclosure documentat the time of issue.

ReportingEvery quarter, a distribution advice that includes a transactionstatement will be sent to you. This will provide an updatedrecord of your Regular Investment Plan.

A current Prospectus will be sent to you on or before expiry ofthis Prospectus to assist you in reviewing your RegularInvestment Plan. Your participation continues automatically ifwe receive further payment from you.

If you participate in the Regular Investment Plan, you shouldkeep the current Prospectus together with any updatedinformation for future reference. A copy of the currentProspectus is available on request, by telephoning ourCustomer Service Centre on 1800 022 893 or by contactingyour financial adviser.

You should be aware that when you make a regular investmentyou may not have the current disclosure document for theunderlying investment fund.

How to apply• Firstly you will need to make an initial investment of at least

$25,000.

• When you complete an Application form you should nominatethe regular investment amount you would like to invest eachmonth and also complete the Direct Debit request form onpage 39.

• The minimum contribution per month is $250.

• The Responsible Entity may, with prior notice to the investor,vary the minimum monthly investments.

How to change or cancel the Regular Investment Plan

• You may request, in a particular month, that the regularinvestment not be made. However, you may request this onlyonce in a 12 month period.

• Should you wish to alter or stop making payments, simplywrite to:

ANZ Managed Investments LimitedCustomer Service CentreGPO Box 5306Sydney NSW 2001

If due to insufficient funds, a direct debit for the regularinvestment amount is rejected by your bank, a dishonour feeof $10 and any bank charges may be levied. The followingmonth, we have the option of applying two deductions fromyour account. Should any direct debit be dishonoured in thisfollowing month we may automatically terminate the RegularInvestment Plan and any charges will be applied to your MMA.This will not affect your investment in ANZ Portfolio Manager.

Regular Investment Plan

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Fees and expenses

As an investor in ANZ Portfolio Manager you will pay fees andexpenses to the Responsible Entity for the services provided.

The ongoing fees will be deducted monthly from your MMA.

In addition, the valuation of your Portfolio Manager Accountis based on the redemption unit prices of the underlyinginvestment fund (or funds) you have selected. The withdrawalunit prices incorporate the fees and charges imposed by theresponsible entities of those underlying investments.

All fees and charges referred to in this Prospectus are statednet of Goods and Services Tax (GST) and Reduced Input TaxCredit (RITC).

Choice of fee planYou may select either Fee Plan A or Fee Plan B. Your electionwill apply to any additional investments made into yourPortfolio Manager Account.

Fee Plan AInitial entry feeNo initial entry fee applies.

Investment feeAn investment fee, payable to the Responsible Entity, will beapplied on a monthly basis to your Portfolio Manager Accountfor three years from the date of the first investment. Theinvestment fee is 0.51% pa of the net value of your PortfolioManager Account on the day the fee becomes payable.

The Responsible Entity is entitled to charge an entry fee of 5%of application monies and an exit fee of 2% of the amountwithdrawn. An investment fee of up to 1% pa of the net valueof the investor’s assets is payable, for a period of 5 years afterthe date on which each amount is invested.

No investment fee will apply where your initial investment is$300,000 or more.

The investment fee is waived where the net value of yourPortfolio Manager Account is $300,000 or more on the day thefee becomes payable.

The investment fee will apply to any additional investmentyou make during the life of this Prospectus until the thirdanniversary of the date your Portfolio Manager Accountwas opened.

Fee Plan BInitial entry feeAn initial entry fee, payable to the Responsible Entity, of 5%will be deducted from any initial, additional and regularinvestment you make in ANZ Portfolio Manager.

Investment feeNo investment fee applies to your investment in ANZ PortfolioManager if you select Fee Plan B.

Fees applicable to both Fee Plan A and Fee Plan BService feeAs an investor in ANZ Portfolio Manager you will pay a servicefee to the Responsible Entity, which is permitted under theConstitution to charge up to 2.3% pa of the net value of yourPortfolio Manager Account. The service fee is calculated on thenet value of your Portfolio Manager Account excluding thebalance held in your MMA, or amounts waiting for investmentunder a Dollar Cost Averaging Plan. The following tieredpricing scale applies:

First $100,000 1.62% paNext $100,000 1.11% paNext $100,000 1.01% paNext $200,000 0.70% paBalance over $500,000 0.60% pa

For example, assume your investments into underlying funds in your Portfolio Manager Account have a net value of $200,000. The service fee will be calculated as follows:

First $100,000 at 1.62% pa $ 135.00Next $100,000 at 1.11% pa $ 92.50Total service fee for the month $ 227.50

Expense feeAn expense fee is payable to the Responsible Entity. The Constitution allows us to charge an expense fee up to0.5% pa, but for the life of this Prospectus, unless you areotherwise notified it will be 0.29% of the net value of your total Portfolio Manager Account. All fund expenses will be met from this fee, although the Constitution permits ordinaryexpenses to be borne by investors. The expense fee is netof GST and RITC.

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Fees incurred on your selected investment fundsThe responsible entity of an investment fund in which youhave chosen to invest will generally charge fees based uponthe value of your investment in that fund.

The fees and other expenses borne by you in the investmentfunds will generally range between 0.55% and 1.40% pa ofthe amount you invested in the investment fund. These feesand other expenses will normally be reflected in theredemption price of units used to determine the net value ofyour Portfolio Manager Account.

The responsible entity of investment funds you select mayinclude ANZMI and its associates who may be entitled toreceive fees and other benefits in relation to your investmentin ANZ Portfolio Manager.

Details of the Management Expense Ratios (MERs) of theinvestment funds available through ANZ Portfolio Manager are set out in the Investment Fund List accompanying thisProspectus. The actual fees and expenses payable by aninvestor in the funds are disclosed in the underlyingdisclosure documents for each investment fund which areavailable from the Responsible Entity or from your financial adviser.

Other fees and chargesAny government fees and charges incurred in relation to yourPortfolio Manager Account, will be deducted from your MMA.

Where transactions in units in an investment fund are madeon a net buyer or net seller basis, the Responsible Entity maybe entitled to additional remuneration equal to thetransaction costs saved (please refer to page 21).

Your financial institution may also charge fees to your bankaccount if you undertake a direct debit facility to ANZPortfolio Manager.

The total fees and charges you will pay will include our feesand government fees and charges in relation to ANZ PortfolioManager as well as the costs relating to any investment youchoose. It is important that you understand the fees of anyinvestment you choose, and that those fees are an addition tothe fees charged by us for ANZ Portfolio Manager, togetherwith transaction and account costs incurred on your behalf.The costs of the investments you choose will generally be setout in the disclosure document for the underlying investments.

Switching feeFor the life of this Prospectus there will be no switching fee.Under the Constitution, the Responsible Entity is entitled to charge and retain a switching fee of $50 (CPI adjusted) on any amount you request to be switched from your PortfolioManager Account. The Responsible Entity will advise you atleast 30 days in advance of any intention to charge aswitching fee.

Fee calculationThe amount of your monthly investment fee, service fee and expense fee will be calculated on the net value of yourPortfolio Manager Account on the day the fee becomespayable. Generally, the fees become payable on the same day each month, being the day of the month on which yourPortfolio Manager Account is opened.

These fee rates are less than those allowable under theConstitution, but will apply for the life of this Prospectus. Afterthe life of this Prospectus, the Responsible Entity will adviseyou at least 30 days in advance of any intention to increasethese fees. The maximum fees allowable under theConstitution are described on page 15. Investments made onyour behalf within your Portfolio Manager Account prior to thedate of any increase to the service fees will not be subject tothat increase.

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Taxation information

Taxation is an important consideration when you make anyinvestment decision. This document provides some insightinto the possible tax effects and consequences of investingthrough the ANZ Portfolio Manager.

These comments are primarily intended for a residentindividual investor. If you are a superannuation fund orcompany investor, these comments may not necessarilybe applicable. This information should not be seen as asubstitute for personal taxation advice, tailored to your ownparticular circumstances. We recommend that all investorsseek their own taxation advice, specific to their personalneeds and circumstances. Please be aware that the taxlaws are subject to change.

Absolute entitlementThe ANZ Portfolio Manager intends that, for taxation purposes,you have final control and are ‘absolutely entitled’ to theinvestments in your portfolio, as if you held the investmentsin your own name. For Capital Gains Tax (CGT) purposes youare treated as owning and dealing with the investments.

The Australian Taxation Office (ATO) is currently reviewing its position with regard to the tax treatment of ANZ PortfolioManager type investments. If the ATO finalises their views,and there are changes from what has been stated, we willnotify you in writing.

DistributionsThe distributions you receive from the ANZ Portfolio Manager reflect the distributions paid to the ANZ PortfolioManager from your chosen investments. Distributions can be interest, dividends, rental income, foreign income, capital gains or other income.

You will be assessed in the tax year to which the distributionrelates, even though payment may occur at a later time.

Dividend imputationSome managed funds pay dividends from Australiancompanies, which may have franking credits attached. Thesemay entitle you to a tax offset equal to the franking credit.Excess franking credits may be refundable to you. If you areentitled, the amount of franking credits, together with theamount of dividends, needs to be included in your assessableincome for the year. However, if you buy and sell your unitswithin 45 days, at certain times, you may lose the benefit ofthe franking credits due to the operation of the 45-DayHolding Rule.

Foreign incomeDistributions which include foreign income may also entitleyou to a credit for foreign tax paid. If you are entitled to suchcredits, then the amount of the foreign income, together withthe amount of the foreign tax paid, needs to be included inyour assessable income for the year.

You may use your share of the foreign tax credits to reduceyour tax liability.

Certain types of investments are subject to the ‘foreigninvestment fund’ (FIF) rules. The FIF measures apply toAustralian taxpayers that have an interest in a foreigncompany or trust at the end of the income year. Whilst the FIF rules contain many exemptions, certain investments mayrequire you to include FIF income in your tax return. Youshould seek your own tax advice as to the application ofthese rules.

Tax free incomeTax free income is non-taxable income distributed by amanaged fund. If you make a capital loss on the disposal ofinvestments in a fund that has distributed tax-free income,you may need to adjust the cost base of your investment forthis amount.

Tax deferred incomeTax deferred income is non-taxable income arising due todifferences in treatment between accounting and taxableincome. Tax-deferred income is not taxable at the time ofreceipt, however in most situations, corresponding cost baseadjustments will be required.

Capital gainsCapital gains can be made in two ways:

• distributions from managed funds; and/or

• disposal of your investments.

Distributions from managed fundsThe current tax legislation requires taxable income of amanaged fund be distributed to investors. As the managedfunds do not usually pay tax, all income and capital gainsdistributed to investors will maintain their original character.This is known as the ‘flow through’ treatment. Due to flowthrough treatment, you will need to include in your assessableincome, net capital gains realised by a managed fund on itsunderlying investments. Capital losses are not distributed bymanaged funds.

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Disposal of your investmentsIf you sell or switch between any of your investments, it maybe treated as a disposal for CGT purposes, which may resultin a capital gain or a capital loss.

If the investment was held by you for 12 months or more,you may be entitled to a 50% CGT discount (if anindividual), or a 33.33% CGT discount if a complyingsuperannuation fund.

Goods and Services Tax (GST)The ANZ Portfolio Manager is ‘input taxed’ for GST purposes.This means that the GST is not payable on the deposits wereceive from you.

However the ANZ Portfolio Manager may be required to pay GST on fees and other expenses. In some cases, theANZ Portfolio Manager will be able to claim a RITC of 75% ofthe GST paid, on certain fees and expenses incurred. Wherethe ANZ Portfolio Manager is able to claim a RITC, theeffective cost of the GST is reduced by the amount of theRITCs received.

Our ability to claim a RITC for the GST paid on fees, chargesand expenses is dependent on the ATO accepting the ANZPortfolio Manager as an enterprise for GST purposes. We arecurrently awaiting the ATO to issue a binding ruling in ourfavour, enabling us to pass on the RITCs. We havecalculated the net effect of fees to include any benefits ofthe RITCs, in anticipation of this ruling.

Tax and social securityAny investment decision you make may have an impact onyour social security benefits. Before making any investmentdecision, these issues need to be considered.

We recommend that you consult your financial adviserand/or your tax adviser.

TFN Withholding TaxOn the Application form we ask you to supply your Tax FileNumber (TFN), or Australian Business Number (ABN). Youare not obliged to tell us your TFN or ABN. However, if youchoose not to quote your TFN or ABN, we may be obliged todeduct TFN withholding tax at the top marginal rate, plusMedicare levy. You will be able to claim a credit in your taxreturn for any tax withheld.

The Money Manager AccountAll interest earned on your MMA must be included in yourassessable income for the year in which it was earned.

DeductionsOur fees and expenses are generally tax deductible, butfees and expenses of a capital nature, such as an entry feeor deferred entry fee, are not generally tax deductible.

This taxation information is based on the tax laws that werecurrent on 30 January 2003.

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The ANZ Portfolio Manager is not a unit trust. This means thatyou do not have the same rights as if you invested directly inthe investment funds you hold within your Portfolio ManagerAccount. The Responsible Entity is the registered holder of theunits in each of the investment funds you have selected. Itholds, on your behalf, each investment in your PortfolioManager Account.

As an investor in ANZ Portfolio Manager you:

• are entitled to receive distributions of amounts or propertypaid to the Responsible Entity in respect of assets held onyour behalf;

• will not receive notices of meetings of investors in theinvestment funds in which you have chosen to invest. You will not be able to direct the Responsible Entity ofANZ Portfolio Manager how to vote;

• are entitled to receive quarterly reports consolidatinginformation provided to the Responsible Entity by themanagers of the investment funds in which you have invested;

• are entitled to receive notices of meetings of investors in ANZ Portfolio Manager and to vote in person or by proxy atsuch meetings;

• are entitled to request the Responsible Entity to acquire anddispose of assets on your behalf, to reinvest the proceedsfrom the disposal of assets, and to pay the proceeds to you orto a nominated third party;

• are entitled to have information disclosed to you aboutunderlying investments through the Investment Fund List andrelevant disclosure documents;

• may elect to receive copies of all communications sent to theResponsible Entity or to which it is entitled as holder of theunderlying investments which it has acquired on your behalf.You can ask to receive any particular communication or classof communications, which the Responsible Entity must sendto you;

• may also request the Responsible Entity to transfer assetswhere practicable to a nominated third party, and havecredited to your Portfolio Manager Account assets transferredto you by other investors in ANZ Portfolio Manager; and

• will receive quarterly distribution statements and an annualreport (including an annual audit report).

Under the Constitution you have a beneficial interest in theassets of your Portfolio Manager Account, but no interest inany other assets of ANZ Portfolio Manager. You are absolutelyentitled to those investments subject to any deductions orexpenses incurred as against the Responsible Entity. TheResponsible Entity is entitled to exercise the rights of aunitholder in relation to an investment fund – including theright to receive distributions on your behalf, to attendunitholder meetings and to vote, and to receive periodicreports from the responsible entities of the investment funds.

You should be aware that your rights described above aresubject to the terms of the Constitution of the ANZ PortfolioManager and the Corporations Act.

Your rights and liabilitiesas an investor

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Rights and liabilities include:• the right to rely on the advice of barristers or solicitors,

information supplied by bankers, accountants, valuers andother experts;

• the Responsible Entity is not liable to any investors for makingtax or similar payments;

• entitlement to be indemnified out of the trust property of ANZPortfolio Manager for any liability incurred by it in performingany of its duties or exercising any of its powers, in relation toANZ Portfolio Manager or attempting to do so;

• non-liability to investors in ANZ Portfolio Manager to anygreater extent than in respect of the assets vested in theResponsible Entity, or received or to be received by it exceptto the extent of any negligence, default, breach of trust or dutyof the Responsible Entity;

• ability to hold assets of ANZ Portfolio Manager in accordancewith Australian Securities & Investments Commission (ASIC)requirements, although it has the ability to appoint anindependent custodian; and

• ability to retire subject to at least one month’s notice, effectiveon appointment of the new Responsible Entity. Any retirementand appointment of a replacement Responsible Entity must bein accordance with the Constitution and the Corporations Act.

Right to change terms and conditionsANZMI reserves the right to change the terms and conditionsset out in this Prospectus by giving not less than thirty (30)days written notice to investors in ANZ Portfolio Manager. If you withdraw before the date on which the change takeseffect, you will not be bound by the changes.

Customer satisfactionIf you require further information about ANZ Portfolio Manageryou can contact our Customer Service Centre on 1800 022 893during the hours of 8.00am to 8.00pm, Monday to Friday,Sydney time (excluding national public holidays), or mail GPOBox 5306, Sydney NSW 2001.

If you are dissatisfied with your investment or have acomplaint, please contact our Customer Service Centre. Everyeffort will be made to resolve your complaint. We must:

a)acknowledge within 30 days any complaint received from you;

b)within 60 days (or such longer period as may reasonablybe required having regard to the nature of your complaint, the information provided by you, and the nature and extentof the investigation and other activities necessary to deal fullywith your complaint), investigate, properly consider anddecide what action (if any) to take or offer, regarding yourcomplaint; and

c) within a further 30 days communicate our decision to you, at the same time informing you of any available avenue of appeal against the decision to an external industrycomplaints tribunal or other body.

Complaints about any aspect of an investment can also bedirected to the Customer Service Centre. Every effort will bemade to address your complaint, but if you remain dissatisfiedyou should contact the Financial Industry Complaints ServiceLimited on 1300 780 808.

This service has been established to resolve complaintsfirstly through enquiry and conciliation, and then, if thisis unsuccessful, adjudication.

Monitoring enquiriesWe may, at our discretion, monitor enquiries or monitor or tape-record transactions made by telephone. This is donefor reasons of accuracy, security or training.

Rights and liabilities of theResponsible Entity

Customer service

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The ConstitutionANZ Portfolio Manager is regulated by the Corporations Act,Corporations Regulations and its Constitution. Primaryprovisions of the Constitution deal with:

• the duties and obligations of the Responsible Entity;

• rights, interests and liabilities of investors;

• investment, valuation and borrowing powers;

• fees and recoverable expenses;

• application and withdrawal procedures;

• investor meetings; and

• the duration and termination of ANZ Portfolio Manager.

ANZ Portfolio Manager is constituted by the ANZ PortfolioManager Trust Deed dated January 1998 (which was amendedto become a Constitution in November 2000).

This Prospectus contains a summary of some of the provisionsin the Constitution and should, in this respect, be seen onlyas a guide. The Constitution is lodged with ASIC.

A copy of the Constitution can be inspected free of charge at the office of the Responsible Entity during normalbusiness hours or purchased for $25 or such higher sum as the Responsible Entity determines is reasonable to coverprinting costs.

VariationThe Responsible Entity may vary the Constitution. Unless theResponsible Entity reasonably believes that the variation willnot adversely affect investors’ rights or is required by theCorporations Act, the variation must be approved by aresolution of investors, of whom at least 75% by value ofthose voting vote in favour, in accordance with theCorporations Act.

Related party transactionsThe Responsible Entity may open bank accounts for ANZPortfolio Manager with ANZ Group and ING Group and may useservices provided by any Related Corporation in relation toANZ Portfolio Manager on ‘arm’s length’ terms.

Processing buys and sellsYou and the other investors in the ANZ Portfolio Manager mayprovide instructions to buy and/or sell units in a particularinvestment fund at the same time. Transactions in that fundmay be forwarded by ANZMI to the responsible entity of thefund on a net buyer or net seller basis. Where transactions inunits are recorded in a Portfolio Manager Account at issue andwithdrawal prices a cost saving may occur which may beretained by the Responsible Entity as part of its remuneration.

ComplianceANZ Managed Investments Limited, as Responsible Entity ofthe Fund, has established a Compliance Plan for ANZ PortfolioManager, the objective of which is to ensure compliance withthe Act, including the Corporations Act and Regulations andthe Constitution.

The Compliance Plan aims to:• document compliance risks and their monitoring process;

• provide a basis on which compliance adherence can beaudited; and

• allocate within ANZMI responsibility for compliancemonitoring.

The Compliance Plan is lodged with ASIC and independentlyaudited.

In addition, there is a Compliance Committee with a majorityof independent members who oversee established procedures to ensure compliance with the Corporations Actand Constitution.

Further information

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Interests of the Responsible Entity and othersNo benefit (excluding commissions) has been paid within the two preceding years or is intended to be paid to apromoter, an expert, the Responsible Entity or a Director of theResponsible Entity in relation to the promotion of ANZPortfolio Manager or property proposed to be acquired for ANZ Portfolio Manager.

In the case of a Director of the Responsible Entity, no amountshave been paid to induce any Director to become, or to qualifyas, a Director. Similarly, no amounts have been paid for otherservices rendered by Directors in connection with thepromotion or inception of ANZ Portfolio Manager except forDirector’s fees, and in the case of Executive Directors normalremuneration received as an employee.

Fund auditorThe Auditor, KPMG, audits ANZ Portfolio Manager and reportson the Annual Financial Report and other matters as requiredby the Corporations Act. The Responsible Entity may replacethe Auditor at any time. An auditor may also voluntarily retireby notice to the Responsible Entity.

KPMG has given, and not withdrawn, their written consent tobeing named in this Prospectus as Auditor of ANZ PortfolioManager.

PrivacyIn May 2002 ING formed a joint venture with ANZ for theprovision of certain financial products and services in theareas of superannuation and investment products and life andrisk insurance policies. The Joint Venture company is INGAustralia Pty Limited (ING Australia). A number of ANZcompanies now fall within the ING Australia group includingANZ Managed Investments Limited and ANZ Life AssuranceCompany Limited. A list of ING and ANZ entities are identifiedin the ING Privacy Policy, which is available on request or maybe downloaded from www.ing.com.au.

ANZ Managed Investments as part of the ING Group continuesto be committed to ensuring the confidentiality and security ofyour personal information. You may request access to theinformation held by us about you, your policy(ies) and anyother ING products or services which you may hold bycontacting the ING Privacy Officer.

In order to undertake the management and administration of our products and services, it may be necessary for us todisclose your personal information to certain third parties.Unless you consent to such disclosure we will not be able toprocess your application or provide you with ING products orservices. The types of organisations to whom we mayroutinely disclose your personal information include:

• organisations undertaking compliance reviews of our financialadvisers or reviews of the accuracy and completeness of ourinformation;

• organisations maintaining our information technology systemsand providing information technology services;

• authorised financial institutions, such as banks, credit unionsand building societies, providing account details as amechanism for providing payments or receipt of payments;

• organisations providing mailing services and undertaking theprinting of our standard documents and correspondence; and

• organisations providing analysis and research.

We will only disclose your personal information to theseorganisations to enable them to undertake specifiedmanagement and administration services.

We will also disclose your personal information incircumstances where we are required by law to do so. Weendeavour to ensure that any organisation to which wedisclose your personal information has appropriate privacyprotocols in place.

We will provide information relating to your financial productor investment to your financial adviser where you authorisethem to receive such information on your behalf. You maychange your financial adviser or appoint a financial adviser bynotifying us in writing.

Where you wish to authorise any other parties to act on yourbehalf, to receive information and/or undertake transactions,please notify us in writing.

Where you are a customer of one of the ANZ companiesthat now forms part of the ING Australia joint venture, ING may send you information about their financial products andservices from time to time. You may elect not to receive such information at any time by contacting our CustomerService Centre.

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If you have any further questions you would like answeredabout privacy, please write to us or contact us at:

ING – Privacy OfficerGPO Box 75Sydney NSW 2001telephone: (02) 9234 8111facsimile: (02) 9299 3979email: privacy@ing.com.au

Cooling-offThe Financial Services Reform Act (FSRA) 2001 commenced on11 March 2002 and introduced a cooling-off period which willapply to investments in ANZ Portfolio Manager on or after 11March 2002. If you invest in ANZ Portfolio Manager after thistime, you will have a period of 14 days from the earlier of thetime you receive confirmation of your investment, or the endof the fifth day after the day on which your deposit was made(see page 6 for details) to change your mind. If you make arequest in writing (or in any other way permitted by the FSRA)before the end of that period and comply with any otherapplicable requirements your investment will be redeemedand fees refunded.

The amount repayable to you may be more or less than theamount you invested, depending on a number of factorsincluding fluctuation in unit value, expenses or taxes we candeduct and an adjustment for transaction costs.

The cooling-off period will not apply to switching, distributionreinvestment, the regular investment plan or where a rightis exercised in relation to your investment during the cooling-off period. It also does not apply to any investments made by persons who are classed as wholesale clients in termsof the FSRA.

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Note: The above estimated MER is an indication only. The actual MER may vary.

Management Expense RatioThe Management Expense Ratio (MER) is a measure of thelevel of expenses incurred by an investment fund.

Broadly, the ANZ Portfolio Manager MER is calculated bydividing all expenses paid or payable from a Portfolio ManagerAccount (including all ongoing fees) by the average net valueof the Portfolio Manager Account over the relevant year andexpressing the result as a percentage.

Since the rate of expense fee, service fee and investment feecharged varies according to the net value of a PortfolioManager Account (and with respect to the service fee andinvestment fee amounts held in your MMA) the MER isgenerally expressed as a percentage range.

The estimated MER of ANZ Portfolio Manager (excluding theMER of any investment fund) for Portfolio Manager Accounts,excluding balances in the MMA of different net values will be:

Net Value After 3 years% pa

% pa

At $50,000 1.91% 1.91%

At $100,000 1.91% 1.91%

At $200,000 1.655% 1.655%

At $300,000 1.54% 1.54%

At $500,000 1.32% 1.32%

At $750,000 1.175% 1.175%

At $1,000,000 1.104% 1.104%

At $2,000,000 0.997%

First 3 years% pa

2.42%

2.42%

2.165%

1.54%

1.32%

1.175%

1.104%

0.997% 0.997%

Fee Plan A Fee Plan B

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What is paid to your AdviserYour financial adviser may receive a commission paid out ofthe fees you pay the Responsible Entity. This will not representan additional charge to you. The Responsible Entity maydetermine any commission rates and structure at itsdiscretion. Your financial adviser meets expenses from thisremuneration and also relies on it to provide an income. Someadvisers may elect to rebate all or some of the up frontcommission they receive to investors. Ongoing commission isgenerally not rebateable. Rebates may be by way of additionalinvestment into your Portfolio Manager Account upon whichthe commission was generated.

In certain circumstances, some advisers may be entitled toparticipate in an alternative commission structure which mayresult in other benefits being paid. Your adviser has anobligation to disclose to you any amount of commission, feeor other advantage they will be paid in connection with advicegiven to you.

Note: The total MER may change if the MER for the underlying funds isrevised or changed. Percentages quoted in the table have been rounded.

Important noteThe MER of an investment fund in which you choose to investmust be added to the MER of your Portfolio Manager Accountto determine the total MER of your investment in ANZPortfolio Manager.

As a guide, the above MERs are calculated on the basisof a hypothetical investor during the first year with a PortfolioManager Account with a net value of $25,000 who investsentirely in the investment fund with the highest MER and a hypothetical investor with a Portfolio Manager Account witha net value of $1,000,000 who invests entirely in theinvestment fund with the lowest MER.

Net value of ANZ Portfolio Manager % pa Investment Fund % pa Total % paPortfolio Manager Account

$25,000 2.42% 1.91% 1.52% 3.940% 3.430%

$1,000,000 1.104% 1.104% 0.58% 1.684% 1.684%

Fee Plan A Fee Plan B Fee Plan A Fee Plan B

Initial Ongoingcommission commission

Fee Plan B up to 5.50% up to 0.44% pa

Fee Plan A up to 2.40% up to 0.44% pa

The initial commission is a percentage of the amountinvested. The ongoing commission is paid monthly and is apercentage of the account balance.

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Directors

The Board of Directors of ANZ Managed InvestmentsLimited are:

R A Bowden

M C Rowland

D Spreadbury

R J Wylie

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Application form instructions

Superannuation fund The trustees of the superannuation fund John Citizen Pty Ltd as trustee of Citizen Corporation Superannuation Fund

Citizen Corp Super Fund

Deceased estate The executors of the estate Julie Citizen as executor of the Estateof the late Holly Martin

Estate of Holly Martin

Trust The trustees Isabel Joy Citizen and Ian JamesCitizen as trustee(s) of The CitizenFamily Trust

Citizen Family Trust

Partnership The principals Julie Citizen, Isabel Joy Citizen tradingas Citizen & Associates

Citizen & Associates

If you are investing for… your application must be in the name of… and look like this… not this.

1. Please complete all details on the Application form andsign it personally or under Power of Attorney. If signed by anAttorney, such Attorney must state that he/she has receivedno notice of revocation of the Power of Attorney appointinghim/her. A certified copy of the Power of Attorney, includingspecimen signature of the Attorney, must be forwarded withthe Application form unless already noted by theResponsible Entity of ANZ Portfolio Manager.

2. Your cheque is to be made payable to: ANZ ManagedInvestments Limited and is to be crossed ‘Not Negotiable’. You must indicate on the Application form the amountsubscribed to each fund. The total of these amounts mustadd up to the amount of the cheque/s.

3. Applications by companies must be executed under sealor signed by:

a) two directors;

b) a director or secretary; or

c) for a proprietary company that has a sole director who is also the sole company secretary, that director.

Each person signing must state their position next to their signature.

4. Applications can only be completed by incorporated bodiesor natural persons. Unincorporated bodies, such as somesporting clubs, cannot invest. For a superannuation fund, the investment must be held in the name of the trustee/s.

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Lodgement locations

Mail, or take your Application form and cheque to:

a)ANZ Managed Investments Limited, GPO Box 5306, Sydney NSW 2001

b)Your adviser.

Please note: Your investment in ANZ Portfolio Manager isgenerally deemed to commence when a correctly completedapplication and payment is accepted by the Responsible Entityat the business address noted in (a) above.

Applications received after 12.00 noon Sydney time, willgenerally be processed as effective the following business day.

Change of address or account detailsIf you change your address or ANZ Portfolio Manager Accountdetails please write to the above address. Or you can send anemail to: anzinvestments@ing.com.au

5. If an investment is being made for anyone under the age of18 years, the application may not be made in the child’sname but in the Parent or Guardian’s name. Please note thatapplications made in the name of an investor under the ageof 18 years cannot be accepted.

6. The minimum initial investment for ANZ Portfolio Manager is $25,000 with a minimum additional investment of$5,000. Any additional investments are also to be made on an Application form attached to, or accompanying, a current Prospectus.

7. Please quote your Tax File Number (TFN) or exemption, or alternatively Australian Business Number (ABN) if yourinvestment is undertaken in the course of carrying on anenterprise. If quoting an exemption, you must specify thetype of exemption being claimed, for example:

Type 1: age, disability support or service pension;

Type 2: wife’s, carer’s, widow’s, sole parent, special benefitor rehabilitation allowance pension; or

Type 3: non-resident investor; company which is not requiredto lodge a tax return.

We are authorised to collect TFN/ABNs by tax Acts and thePrivacy Act 1998.

Quotation of your TFN/ABN is not compulsory. However, ifyou choose to not quote your TFN/ABN and you have notclaimed an exemption, the Responsible Entity must deducttax from each income payment at the highest marginal taxrate (plus Medicare levy). You are required to lodge yourTFN/ABN each time you invest in a different ANZMI product.

8. The minimum investment under a Regular Investment Planfacility is $250 per month.

9. Minimum MMA Target Balance: $500 (nominated by investoror default $500). Minimum upper threshold: $750(nominated by investor or default Target Balance plus $250).Minimum lower threshold: $0 (nominated by investor ordefault Target Balance less $250). As a guide you shouldconsider having sufficient funds to cover three months ofregular outflows from the MMA when setting your targetbalance. In most cases this figure would need to take intoaccount fees and regular payments.

10. Regular payments may be paid to your nominated account.

11. Lodge your investment at any of the locations listed below. A receipt will be issued on request.

Share code Application faxed

Lead no.

3. Company/Trustee/Partnership

Name

ABN

Contact name

Address

Suburb State Postcode

Country

Telephone (Home) (Business)

Mobile Facsimile

Email address

2. New investor details 1

Title Mr Mrs Miss Ms Dr Other

Surname

Given name(s)

Address

Suburb State Postcode

Country Date of birth

Telephone (Home) (Business)

Mobile Facsimile

Email address

New investor details 2

Title Mr Mrs Miss Ms Dr Other

Surname

Given name(s)

Address

Suburb State Postcode

Country Date of birth

Telephone (Home) (Business)

Mobile Facsimile

Email address

Application formANZ Portfolio Manager Prospectus No.7Dated 30 January 2003Expires 28 February 2004

Complete this form in block letters and post it and your cheque payable to ANZ Managed Investments Limited to:

a) ANZ Managed Investments Limited or b) Your adviserGPO Box 5306, Sydney NSW 2001

( )

( )( )

Adviser’s Stamp

D D M M Y Y Y Y

( ) ( )

D D M M Y Y Y Y

( ) ( )

( )

( )

D D M M Y Y Y Y

1. Account type Personal Joint Company/Trustee/Partnership

Note: If more than one investor, the applicants shall be deemed to be joint tenants.

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4. Annual information

Please do not send me a copy of the Annual Financial Report and Annual Accounts of ANZ Portfolio Manager

6. Tax File Number (TFN)

See note on page 28.

Investor 1

TFN or exemption: Type 1 Type 2 Type 3

ABN You must specify the type of exemption being claimed (if any).

Type: Company Individual Super Fund Trust Partnership

5. Choice of fee plan – new investors only

I/We elect (tick relevant box):

Fee Plan A or

Fee Plan B

to apply to my/our ANZ Portfolio Manager Account.

Your election will apply to any additional investments.

Investor 2

TFN or exemption: Type 1 Type 2 Type 3

ABN You must specify the type of exemption being claimed (if any).

Type: Company Individual Super Fund Trust Partnership

7. Regular Investment Plan

I/We wish to participate in a Regular Investment Plan with a monthly contribution of $

I/We understand that investment into the underlying funds will occur according to my/our Investment Authority, subject tomy/our lower threshold being maintained. I/We are aware investment will occur according to my/our Investment Authoritycontained in this Application form on page 31, unless otherwise notified by me/us on a replacement Investment Authority.

For further information on the Regular Investment Plan, please refer to page 14 of this Prospectus.

Note that the Direct Debit Request form must be completed and forwarded with your application for the Regular Investment Planto be established. Please refer to page 39.

$ % Default

Target balance (min $500) or or $500

Lower thresholds (no min) or or Target balance less $250

Upper thresholds (min $750) or or Target balance plus $250

8. Money Management Account (MMA) target balance

Set the target balance, upper and lower thresholds on my MMA to:

If no nomination is made (or minimums are not met), the default amounts will be used.

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9. Investment Authority(refer to page 9)

Total amount to invest $

Invest the excess of the investment amount (over my MMA target balance and initial entry fee, if any) in the following investmentfunds specified on the Investment Fund List. The Investment Authority percentages will apply until further notice.

Investment Code Name of Investment Fund Investment Authority % of portfolio (excluding MMA target balance)

Total 100%

10. Drawdown Authority(refer to page 9)

Where any transaction causes the MMA balance to fall below the lower threshold, I request the underlying investment fundsbe withdrawn based on the following order to restore the target balance:

Investment Code Name of Investment Fund Drawdown Authority Order

1

2

3

4

5

6

7

8

9

10

Nominate a minimum of two funds on the Drawdown Authority

11. Dollar Cost Averaging Plan (refer to page 10)

I/We elect to invest my/our initial lump sum under a Dollar Cost Averaging facility as follows:

Amount (min $1,000) $ Period (up to 5 years)

Total $ Frequency (tick one) Monthly Quarterly

Half yearly Yearly

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(always 6 digits – ie xxx-xxx)

12. Regular payments

Amount $

Frequency of payment Monthly Quarterly Half yearly Yearly

Bank or financial institution

Branch address

Branch number (BSB)

Account number

Note: Direct Crediting is not available on the full range of accounts. If in doubt, please refer to your financial institution.

Ensure your MMA Lower Threshold is sufficient to meet your regular payment requirements. Refer to page 12for more information.

Pay

The Sum of

JOHN CITIZEN

SAMPLE

CHEQUE ONLY

“005489” “012-998” “7654 83368”

Branch Number Account Number

–

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anager

MICR NUMBER

13. Declaration by Individual, Joint Applicants, Partnerships and CompaniesThis Application form must not be handed to any person unless it is attached to this Prospectus. No interests will be issued pursuant to thisProspectus after 28 February 2004.

I/We authorise and direct the Responsible Entity:• to invest the investment amount, after deduction of any initial entry fee (if applicable), of my/our Portfolio Manager Account in accordance with the

investment funds and amounts nominated;

• to deduct or pay from my/our MMA within my/our Portfolio Manager Account (as applicable) – fees, charges and expenses (including any taxationamounts) in accordance with the Constitution and this Prospectus; or, where amounts in my/our MMA are insufficient to cover fees, charges andexpenses, sell or otherwise deal with assets of my/our Portfolio Manager Account by selling units in accordance with my/our Drawdown Authority,

• not to forward any notices (including notices of meetings) in respect of any assets of my/our Portfolio Manager Account to me/us and to deal withthose notices (including to exercise any voting powers) as the Responsible Entity determines;

• in addition to these specific authorisations, to administer ANZ Portfolio Manager and to otherwise act in accordance with the Constitution as required by law; and

• I/We have received and read the ANZ Portfolio Manager Prospectus No. 7 and agree to be bound by its provisions, including the provisions of theConstitution dated 29 January 1998 (as amended).

I/We:• authorise the collection, use and disclosure of my/our personal information for the purpose of the management and administration of the ANZ

Portfolio Manager as outlined in the "Privacy" section on page 22. I/We understand that unless I/we consent to the collection, use and disclosureidentified in the Privacy section, ANZMI will not be able to process my/our application or to deliver the ANZ Portfolio Manager;

• accept that ANZMI may send me/us information about its products or services from time to time. I/We understand that I/we may notify you ofmy/our decision not to receive further information by contacting you directly; and

• authorise my/our financial adviser to receive and access my/our personal information for the purposes of managing my/our investment,conducting such transactions as I/we authorise from time to time. Where there is a change to this authority or relating to my/our adviser, I/we willnotify you in writing of the change.

I/We acknowledge that investments in the ANZ Portfolio Manager do not represent deposits or other liabilities of:

(a) Australia and New Zealand Banking Group Limited (ANZ) or any of its related corporations (ANZ Group);

(b) ANZ Managed Investments Limited (ANZMI); or

(c) ING Australia Pty Limited, ING Bank (Australia) Limited, or any other company in the ING Group (collectively referred to as ING);

I/We agree to release and indemnify ANZMI, ING and ANZ against all actions, claims, costs, demands and losses arising from or in any wayrelated to, ANZMI, ANZ or ING Group in good faith accepting and acting on any instructions (including instructions to switch or withdraw investments) received by facsimile transmission which are, or purported to be, signed by me/us (or any other person authorised to sign any such instruction) or by email sent, or purported to be sent, from me/us.

By this Application, I/we also apply for that number of additional units in each relevant underlying fund for which the amount of commission (if any) passed on to me/us by my/our financial adviser is subscribed.

This section must be completedI/We confirm that I/we have read the underlying disclosure documents for each Investment Fund selected.

Each person must state their position below their signature.

Signature of individual/partner/director/sole director/secretary Date

Name

Capacity

Signature of individual/partner/director/sole director/secretary Date

Name

Capacity

D D M M Y Y Y Y

D D M M Y Y Y Y

CompanySeal

AGENT CODE

TOTAL

Amount ofcheque

CASH

PITT & HUNTER STS BRANCH 68 PITT ST SYDNEY NSW 012003

NO CASH ACCEPTED

Australia and New Zealand Banking Group Limited CREDIT

/ /

(With recourse on all documents. Proceeds ofcheques etc. unavailable until cleared. Accepted onthe condition that any marking specifying that thedeposit is to be applied to a particular drawing is notbinding on ANZ. ANZ is not responsible for delays intransmission if lodged at another bank or branch.)

$

$

$

DEPOSIT SLIP

For CREDIT of

ANZ Managed Investments Limited ABN 61 004 392 269 60

TELLERS INITIALS

DRAWER BANK BRANCH

CUSTOMER NAME

Details of cheques, etc. to be completed by customerDrawer Bank Branch Amount

1

2

3

4

5

6

7

$

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14. Declaration (to be completed by financial adviser)

I have advised the applicant concerning their investment in ANZ Portfolio Manager and their choice of investments within the ANZ Portfolio Manager.

Adviser company

Adviser name

Adviser code

Adviser signature

Telephone

Date and time of direct deposit

15. Allocation of advisers commission (to be completed by financial adviser)

Direction to ANZ Managed Investments Limited

Please allocate of the up front commission, which would otherwise be payable to me on this Application,to the Investor(s) as an additional investment in the Investor(s) Portfolio Manager Account.

Signature of adviser

Name of adviser

H H : M MD D M M Y Y Y Y

( )

Adviser’s Stamp

%

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Transaction/Alteration formANZ Portfolio Manager Prospectus No.7

1. Investment details

Investment number

Investment name

2. Variation type

Additional investment (go to section 3) Change to MMA target balance (go to section 4)

Variation to Investment Authority (go to section 5) Variation to Drawdown Authority (go to section 6)

Withdrawal (go to section 7)

3. Additional investment

Investment Amount $

Investment as per current Investment Authority or

Invest as per Temporary Investment Authority (also complete section 5)

$ % Default

Target balance (min $500) or or $500

Lower thresholds (no min) or or Target balance less $250

Upper thresholds (min $750) or or Target balance plus $250

4. Change to MMA target balance

If no nomination is made (or minimums are not met), the default amounts will be used.

5. Variation to Investment Authority/Temporary Investment Authority

Temporary Investment Authority or Replacement Investment Authority

Investment Code Name of Investment Fund Investment Authority % of portfolio (excluding MMA target balance)

Total 100%

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6. Variation to Drawdown Authority

Where any transaction causes the MMA balance to fall below the lower threshold, I request the underlying investmentfunds be withdrawn based on the following order to restore the target balance.

Temporary Drawdown Authority or

Replacement Drawdown Authority

Investment Code Name of Investment Fund Drawdown Authority Order

1

2

3

4

5

6

7

8

9

10

(always 6 digits – ie xxx-xxx)

D D M M Y Y Y Y

7. Withdrawal

If you wish to make a withdrawal from an investment or your MMA, please complete the appropriate boxes below.

Full portfolio withdrawal or Partial withdrawal

Withdraw as per current Drawdown Authority

Withdraw as per Temporary Drawdown Authority (also complete section 6)

Withdraw from MMA only if sufficient funds are available

Amount $ Date

Payment Instructions

Account name

Branch No. (BSB)

Account No.

Bank

Branch address

Pay

The Sum of

JOHN CITIZEN

SAMPLE

CHEQUE ONLY

“005489” “012-998” “7654 83368”

Branch Number Account Number

–

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Declaration – to be completed by existing investors

If other than Australia, my country of residence for tax purposes is

To meet the requirements of the Corporations Act, this Application form must not be handed to any person unless it is attached to this Prospectus. No interests will be issued pursuant to this Prospectus after 28 February 2004.

I/We request the Responsible Entity to vary my/our Portfolio Manager Account as outlined in this request.

I/We have received and read the ANZ Portfolio Manager Prospectus No. 7 and agree to be bound by its provisions, including theprovisions of the Constitution dated 29 January 1998 (as amended).

I/We authorise the collection, use and disclosure of my/our personal information for the purpose of the management andadministration of the ANZ Portfolio Manager as outlined in the "Privacy" section on page 22. I/We understand that unless I/we consentto the collection, use and disclosure identified in the Privacy section, ANZMI will not be able to process my/our application or to deliverthe ANZ Portfolio Manager.

I/We accept that ANZMI may send me/us information about its products or services from time to time. I/We understand that I/we maynotify you of my/our decision not to receive further information by contacting you directly.

I/We authorise my/our financial adviser to receive and access my/our personal information for the purposes of managing my/ourinvestment, conducting such transactions as I/we authorise from time to time. Where there is a change to this authority or relating to my/our adviser, I/we will notify you in writing of the change.

I/We acknowledge that investments in the ANZ Portfolio Manager do not represent deposits or other liabilities of:

(a) Australia and New Zealand Banking Group Limited (ANZ) or any of its related corporations (ANZ Group);

(b)ANZ Managed Investments Limited (ANZMI); or

(c) ING Australia Pty Limited, ING Bank (Australia) Limited, or any other company in the ING Group (collectively referred to as ING);

I/We agree to release and indemnify ANZMI, ING and ANZ against all actions, claims, costs, demands and losses arising from or in anyway related to, ANZMI, ING or ANZ in good faith accepting and acting on any instructions (including instructions to switch or withdrawinvestments) received by facsimile transmission which are, or purported to be, signed by me/us(or any other person authorised to sign any such instruction) or by email sent, or purported to be sent, from me/us.

By this Application, I/we also apply for that number of additional units in each relevant underlying fund for which the amount of commission (if any) passed on to me/us by my/our adviser is subscribed.

This section must be completedI/We confirm that I/we have received and read the underlying disclosure documents for each InvestmentFund selected:

Each person must state their position below their signature.

Signature of individual/partner/director/sole director/secretary Date

Name

Capacity

Signature of individual/partner/director/sole director/secretary Date

Name

Capacity

D D M M Y Y Y Y

D D M M Y Y Y Y

CompanySeal

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Direct Debit request client service agreementANZ Portfolio Manager Prospectus No.7

Our commitment to you

Drawing arrangements

We will confirm to you, in writing, the details of the RegularInvestment Plan drawing arrangements at least five businessdays prior to the first drawing.

Where the due date falls on a non-business day, we will drawthe amount on the next business day.

We will not change the amount or frequency of drawingarrangements without your prior approval.

We reserve the right to cancel the Regular Investment Plandrawing arrangements if two or more drawings are returnedunpaid by your nominated financial institution.

We will keep all information pertaining to your nominatedaccount at the financial institution private and confidential.

Your rights

You may terminate the Regular Investment Plan drawingarrangements at any time by giving written notice to us. Suchnotice should be received by us at least five business daysprior to the due date.

You may stop payment of a drawing under the RegularInvestment Plan by giving written notice to us. Such noticeshould be received at least five business days prior to the due date.

Where you consider that a drawing has been initiatedincorrectly (outside the Regular Investment Plan arrangements)you should take the matter up directly with us.

Your commitment to us

Your responsibilities

It is your responsibility to ensure that sufficient funds areavailable in the nominated account to meet a drawing on itsdue date.

It is your responsibility to ensure that the authorisation givento draw on the nominated account is identical to the accountsigning instruction held by the financial institution where theaccount is based.

It is your responsibility to advise us if the account nominatedby you to receive the Regular Investment Plan drawing istransferred or closed.

Note: Direct Debit is not available on the full range of accounts. If in doubt please refer to your financial institution. Detach and return with Application form.

To: ANZ Managed Investments Limited ABN 61 004 392 269

I/We request that moneys due in terms of the Regular Investment Plan arrangements contained in the ANZ Portfolio ManagerApplication form dated 30 January 2003 to be drawn under the Direct Debit system from my/our account conducted with:

Account details are:

BSB Account no.

Account name

I/We acknowledge that this Direct Debit arrangement is governed by the Client Service Agreement received from you.

Signature 1 Date

Signature 2 Date

–

D D M M Y Y Y Y

D D M M Y Y Y Y

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Portfolio ManagerAccount no.

Surname/Company/Trustee

Given name(s)

Surname/Company/Trustee

Given name(s)

Switch Request formANZ Portfolio Manager Prospectus No.7Pursuant to Prospectus No.7 dated 30 January 2003. This Switch Request must not be handed to any person unless it is attached to this Prospectus of which it forms part.

Investment code Name of Investment Fund

Switch (sell from)

I/We request you to sell units from the investment funds,as part of a switch transaction within my/ourPortfolio Manager Account:

Switch (buy in)

After processing the switch (sell from) transaction,please invest the excess of the amount, after switch fee(if any), in the following investment funds as specifiedon the Investment Fund List.

Investment code Name of Investment Fund

A. No. of units B. $ amount

Percentage allocation %

Please complete only box A or box B

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I/We agree to indemnify the Responsible Entity against all actions, claims, costs and demands whatever and however arising as aresult of the Responsible Entity in good faith accepting or acting on instructions received by facsimile transmission which are signedor purporting to be signed by me/us.

I/We have received and read the ANZ Portfolio Manager Prospectus No. 7 and agree to be bound by its provisions, including theprovisions of the Constitution dated 29 January 1998 (as amended).

I/We authorise the collection, use and disclosure of my/our personal information for the purpose of the management andadministration of the ANZ Portfolio Manager as outlined in the "Privacy" section on page 22. I/We understand that unless I/weconsent to the collection, use and disclosure identified in the Privacy section, ANZMI will not be able to process my/our applicationor to deliver the ANZ Portfolio Manager.

I/We accept that ANZMI may send me/us information about its products or services from time to time. I/We understand that I/wemay notify you of my/our decision not to receive further information by contacting you directly.

I/We authorise my/our financial adviser to receive and access my/our personal information for the purposes of managing my/ourinvestment, conducting such transactions as I/we authorise from time to time. Where there is a change to this authority or relating to my/our adviser, I/we will notify you in writing of the change.

I/We acknowledge that investments in the ANZ Portfolio Manager do not represent deposits or other liabilities of:

(a) Australia and New Zealand Banking Group Limited (ANZ) or any of its related corporations (ANZ Group);

(b)ANZ Managed Investments Limited (ANZMI); or

(c) ING Australia Pty Limited, ING Bank (Australia) Limited, or any other company in the ING Group (collectively referred to as ING);

I/We agree to release and indemnify ANZMI, ING and ANZ against all actions, claims, costs, demands and losses arising from or in any way related to, ANZMI, ING or ANZ in good faith accepting and acting on any instructions (including instructions to switch or withdraw investments) received by facsimile transmission which are, or purported to be, signed by me/us (or any other person authorised to sign any such instruction) or by email sent, orpurported to be sent, from me/us.

By this Application, I/we also apply for that number of additional units in each relevant underlying fund for which the amount of commission (if any) passed on to me/us by my/our adviser is subscribed.

This section must be completedI/We confirm that I/we have received and read the underlying disclosure documents for each Investment Fund selected:

Each person must state their position below their signature.

Signature of individual/partner/director/sole director/secretary Date

Name

Capacity

Signature of individual/partner/director/sole director/secretary Date

Name

Capacity

D D M M Y Y Y Y

D D M M Y Y Y Y

Declaration (to be completed by financial adviser)

I have advised the applicant concerning their investment in ANZ Portfolio Manager and their choice of investments within the ANZPortfolio Manager

Adviser company

Adviser name

Adviser code

Adviser signature

Telephone ( )

Adviser’s Stamp

CompanySeal

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Portfolio ManagerAccount no.

Surname/Company/Trustee

Given name(s)

Surname/Company/Trustee

Given name(s)

Switch Request formANZ Portfolio Manager Prospectus No.7Pursuant to Prospectus No.7 dated 30 January 2003. This Switch Request must not be handed to any person unless it is attached to this Prospectus of which it forms part.

Investment code Name of Investment Fund

Switch (sell from)

I/We request you to sell units from the investment funds,as part of a switch transaction within my/ourPortfolio Manager Account:

Switch (buy in)

After processing the switch (sell from) transaction,please invest the excess of the amount, after switch fee(if any), in the following investment funds as specifiedon the Investment Fund List.

Investment code Name of Investment Fund

A. No. of units B. $ amount

Percentage allocation %

Please complete only box A or box B

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I/We agree to indemnify the Responsible Entity against all actions, claims, costs and demands whatever and however arising as aresult of the Responsible Entity in good faith accepting or acting on instructions received by facsimile transmission which are signedor purporting to be signed by me/us.

I/We have received and read the ANZ Portfolio Manager Prospectus No. 7 and agree to be bound by its provisions, including theprovisions of the Constitution dated 29 January 1998 (as amended).

I/We authorise the collection, use and disclosure of my/our personal information for the purpose of the management andadministration of the ANZ Portfolio Manager as outlined in the "Privacy" section on page 22. I/We understand that unless I/weconsent to the collection, use and disclosure identified in the Privacy section, ANZMI will not be able to process my/our applicationor to deliver the ANZ Portfolio Manager.

I/We accept that ANZMI may send me/us information about its products or services from time to time. I/We understand that I/wemay notify you of my/our decision not to receive further information by contacting you directly.

I/We authorise my/our financial adviser to receive and access my/our personal information for the purposes of managing my/ourinvestment, conducting such transactions as I/we authorise from time to time. Where there is a change to this authority or relatingto my/our adviser, I/we will notify you in writing of the change.

I/We acknowledge that investments in the ANZ Portfolio Manager do not represent deposits or other liabilities of:

(a) Australia and New Zealand Banking Group Limited (ANZ) or any of its related corporations (ANZ Group);

(b)ANZ Managed Investments Limited (ANZMI); or

(c) ING Australia Pty Limited, ING Bank (Australia) Limited, or any other company in the ING Group (collectively referred to as ING);

I/We agree to release and indemnify ANZMI, ING and ANZ against all actions, claims, costs, demands and lossesarising from or in any way related to, ANZMI, ING or ANZ in good faith accepting and acting on any instructions(including instructions to switch or withdraw investments) received by facsimile transmission which are, or purported to be, signed by me/us (or any other person authorised to sign any such instruction) or byemail sent, or purported to be sent, from me/us.

By this Application, I/we also apply for that number of additional units in each relevant underlying fund for which the amount of commission (if any) passed on to me/us by my/our adviser is subscribed.

This section must be completedI/We confirm that I/we have received and read the underlying disclosure documents for each Investment Fund selected:

Each person must state their position below their signature.

Signature of individual/partner/director/sole director/secretary Date

Name

Capacity

Signature of individual/partner/director/sole director/secretary Date

Name

Capacity

D D M M Y Y Y Y

D D M M Y Y Y Y

Declaration (to be completed by financial adviser)

I have advised the applicant concerning their investment in ANZ Portfolio Manager and their choice of investments within the ANZPortfolio Manager

Adviser company

Adviser name

Adviser code

Adviser signature

Telephone ( )

Adviser’s Stamp

CompanySeal

Registered officeResponsible EntityANZ Managed Investments LimitedLevel 13, 347 Kent StreetSydney NSW 2000

Auditor of the FundKPMG45 Clarence StreetSydney NSW 2000

Further informationIf you have any further enquiries about ANZ Portfolio Manager please call our Customer Service Centre on 1800 022 893 Monday to Friday between 8.00am and 8.00pmSydney time (excluding national public holidays).

Website: www.anz.com

email: anzinvestments@ing.com.au

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