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Westpac Cash Plus TrustProspectus Number 7

This prospectus is issued under the Securities Act 1978 and is dated 29 August 2011. This prospectus is prepared in accordance with Schedule 4of the Securities Regulations 2009. Listing of the securities is not being sought on any registered exchange.

CONTENTS: Page(following the order of Schedule 4 of the Securities Regulations 2009)

1. Description of Unit Trust 3

2. Managers and Promoters 6

3. Registrar, Custodian, Auditors, Advisers, and Experts 7

4. Independence of Unit Trustee and any Custodians 8

5. Unit Trustee 8

6. Description of Unit Trust and its Development 9

7. Unit Holder Liability 28

8. Summary of Financial Statements 29

9. Minimum Subscription 35

10. Guarantors 35

11. Acquisition of Business or Equity Securities 35

12. Options and Units Paid up otherwise than in Cash 35

13. Interested Persons 35

14. Material Contracts 37

15. Pending Proceedings 37

16. Issue Expenses 37

17. Other Terms of Offer and Units 37

18. Financial Statements and Auditors Report 43 and Appendix 1

19. Places of Inspection of Documents 43

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20. Other Material Matters 44

21. Manager’s Statement 46

22. Unit Trustee’s Statement 46

Appendix 1 – Auditor’s Report

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Capitalised terms not otherwise defined in this prospectus have the meaning given to them in the Trust Deed (as defined below).

Any New Zealand legislation referred to in this prospectus may be viewed online at www.legislation.govt.nz.

1. Description of Unit Trust

The name of the unit trust covered by this prospectus is the Westpac Cash Plus Trust (the "Trust").

The Trust is governed by a consolidated trust deed (the "Trust Deed") dated 13 March 2009. The Trust was established in Auckland on 28 February 2008.

The Trust Deed also governs the Westpac Income Plus Trust, Westpac Diversified Trust and the Westpac Growth Trust. Units in these unit trusts are offered under the "Westpac Multi-Sector Unit Trusts Prospectus". The assets of any unit trust established under the Trust Deed may not be used to satisfy the liabilities of any other unit trust.

The Trust will terminate on the earlier of:

(a) the date appointed by the Manager by notice in writing given to the Trustee; or

(b) the date on which the Trust is otherwise terminated under the Trust Deed or by operation of law.

Units of the Trust are on offer under this prospectus. Each unit of the Trust gives the holder an equal interest in the Trust. A unit does not confer any interest in a particular part of the Trust or any asset of the Trust. No unitholder is entitled to require the transfer to them of any assets of the Trust.

There is no maximum number or amount of units in the Trust.

The minimum initial lump sum investment in the Trust is normally $5,000. Subsequent lump sum investments for the Trust have a minimum investment level of $1,000. The minimum regular investment to the Trust is normally $1,200 per year (payable at such frequencies as the Manager may determine from time to time and set out in the investment statement). Please note you may only make regular investments after you have made the minimum initial lump sum investment. If you fail to make a regular investment payment, no units will be issued to you in respect of that non-payment.

The price per unit in the Trust is the "Allocation Price" applicable to the date of issue. The Allocation Price is the net value of the assets (less liabilities (excluding any PIE tax liability, where the Manager considers it appropriate to do so) and accrued expenses) held by the Trust at the time divided by the number of units on issue, and may include an allowance for the expenses involved (such as brokerage)

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in purchasing assets. The Allocation Price applicable to any day may be obtained, on request, from the Manager. See section 6.1.3 for further details.

The "Release Price" is the price per unit applicable on the withdrawal of units. The Release Price may include an allowance for the expenses involved in disposing of assets (see section 6.1.4 for further details). Further details on fees and charges are set out in section 6.1.5.

These allowances, if any, are retained within the Trust until payment is required. The allowances are not retained by the Manager.

This offer is open only to persons who are in New Zealand. You must notify us if you change your address or leave New Zealand permanently, or if your tax residency is not or is no longer in New Zealand. Underlying investors of custodial services (explained below in the "Custodial services" section) should notify the custodial service if they change their address or leave New Zealand permanently or if their tax residency is not or is no longer in New Zealand.

The Trust is a portfolio investment entity ("PIE"). While the Trust is a PIE, there are restrictions on certain unitholders holding more than 20% of the units of the Trust. The Trust Deed contains a power to adjust distribution entitlements for unitholders or a unitholder’s units to reflect tax paid by the Trust on certain unitholders’ share of Trust income, and various unit repurchase rights where the Trust’s eligibility for PIE status is threatened. More information on taxation and PIEs is set out in section 17.

Custodial servicesThe Trust may be made available for investment by individuals both directly and via certain custodial services.

In this prospectus, a reference to:

an investor or unitholder or "you" is a reference to the operator, custodian or manager of the custodial service, or individual investor;

custodial service is a reference to an investor-directed portfolio service and nominee or custody service;

an underlying investor is a reference to a person who invests through a custodial service; and

an individual investor is an individual who invests in the Trust without investing via a custodial service.

The investor is recorded in the register as the unitholder. As the registered holder of units, only the investor will be able to exercise any rights attached to the units held.

Underlying investors do not become direct investors in the Trust and do not have a direct relationship with BT Funds Management (NZ) Limited ("BT" or the "Manager") as Manager of the Trust or The New Zealand Guardian Trust Company Limited as Trustee of the Trust. Rather, the custodial service invests in the Trust and the

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underlying investors have their direct investment relationship with the custodial service.

A custodial service operator will have an agreement with its clients (underlying investors) governing the terms of the custodial arrangement. However, underlying investors who invest in the Trust through a custodial service are required to obtain and read a copy of the Trust’s investment statement before investing or instructing the custodial service to invest on their behalf. Underlying investors may, on request, obtain a copy of this prospectus and certain other information. Although underlying investors do not become registered unitholders in the Trust, they are entitled to rely on the Trust’s investment statement and prospectus. Underlying investors should not complete the Application Form in the investment statement. Rather, the Application Form must be completed and signed by the relevant entity for the custodial service.

Trust reports and other documentation will be sent directly to the custodial service and all correspondence will be conducted with the custodial service.

Underlying investors should ascertain from their custodial service:

whether any minimum amounts (other than those specified above) have been agreed between BT and the custodial service; and

the minimum amount that the underlying investor is required to invest and the consequences of failing to maintain that minimum amount.

The custodial service has entered into an arrangement with BT in respect of the Trust. This prospectus and the investment statement outline the terms and conditions of investment in the Trust made by the custodial service, which may have been varied by such an arrangement. Underlying investors should contact their custodial service to ascertain whether any variations have been agreed between BT and the custodial service.

Underlying investors should note that the custodial service is neither a promoter of the Trust nor the agent of the Manager or the Trustee.

Where you invest through a custodial service which is a proxy for an investor in a PIE ("PIE Investor Proxy"), the PIE Investor Proxy will be responsible for the payment of tax, and the attribution of income, losses, tax credits and refunds for tax purposes, on your behalf. The Manager and the Trustee shall not be liable for the attribution of income or refunds nor the payment of tax in respect of units held by PIE Investor Proxies.

Underlying investors should also note that, in addition to any fees and charges set out in this prospectus, fees or charges will be payable by them to the custodial service. Underlying investors should consult the custodial service for information in relation to those fees or charges.

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2. Managers and Promoters

The Manager and Issuer of the Trust is BT Funds Management (NZ) Limited.

The directors of the Manager, as at the date of this prospectus, are:

Ian Nicholas New of Wellington, New ZealandMark John Smith of Sydney, AustraliaGeorge Frazis of Auckland, New ZealandRichard Warren Jamieson of Sydney, AustraliaDavid Alexander McLean of Auckland, New Zealand

The directors of the Manager may change from time to time without notice to investors. A list of directors of the Manager is available online at www.business.govt.nz/companies.

The registered office of the Manager is Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand.

The contact address of the Manager and each director of the Manager is Westpac on Takutai Square, 53 Galway St, Auckland 1010, New Zealand. Phone: 0800 738 641.

The ultimate holding company of the Manager is Westpac Banking Corporation, ABN 33 007 457 141 ("Westpac"), which is incorporated in Australia.

The Manager also manages the following unit trusts:

Westpac Term PIE Fund, Westpac Income Plus Trust, Westpac Diversified Trust, Westpac Growth Trust, Westpac Wholesale Multi Manager International Share Trust, Westpac Wholesale International Fixed Interest Trust, Westpac NZ Bonds 2002 Wholesale Trust, Westpac NZ Shares 2002 Wholesale Trust, Westpac Home Loan Trust, BT Private Selection, BT Institutional Alternative Investment Fund, BT Institutional Dividend Share Fund, BT Institutional Focus Share Fund, BT Institutional Strategy Share Fund, Westpac Wholesale Alternative Investment Trust, Westpac Wholesale New Zealand Diversified Bond Trust, and Westpac Wholesale Australasian Diversified Share Trust.

The Manager is a Promoter of the Trust.

Westpac New Zealand Limited ("Westpac NZ") and its directors are also Promotersof the Trust, with the exception of George Frazis who is a director of the Manager.

The directors of Westpac NZ, as at the date of this prospectus, are:

Philip Matthew Coffey of Sydney, AustraliaGeorge Frazis of Auckland, New ZealandChristopher John David Moller of Lower Hutt, New ZealandJanice Amelia Dawson of Auckland New Zealand

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Ralph Graham Waters of Sydney, AustraliaPeter David Wilson of Wellington, New Zealand

The directors of Westpac NZ may change from time to time without notice to investors. A list of directors of Westpac NZ is available online at www.business.govt.nz/companies.

The registered office of Westpac NZ is Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand.

The contact address of Westpac NZ and each director of Westpac NZ is, Westpac on Takutai Square, 53 Galway Street, Auckland 1010, New Zealand. Phone 0800 738 641.

The Manager is responsible under the Trust Deed for the management of the Trust.

Exposure to certain assets may be gained, where appropriate, by investing in units in other funds. Investment management functions for any such funds may be provided by the investment managers of those funds and such investment managers may include related companies of the Manager.

The Manager has also contracted some of the administration functions of the Trust to The Hongkong and Shanghai Banking Corporation Limited, Trustees ExecutorsLimited and MMc Limited and they are each therefore classed, for the purposes of the Securities Regulations 2009, as an Administration Manager for the Trust.

The Administration Managers and any investment managers or underlying investment managers for the Trust (there are no investment managers or underlying investment managers as at the date of this prospectus) will be regularly monitored and reviewed. Accordingly, they may be removed or added without prior notice to investors. As a result, the identity and number of Administration Managers, investment managers or underlying investment managers for the Trust may vary from time to time. Details of the current Administration Managers and any investment managers or underlying investment managers can be obtained by calling the Manager on 0800 738 641.

None of the Manager, Administration Managers or Promoters or any director of them have during the 5 years prior to the date of registration of this prospectus been:

a) adjudged bankrupt or insolvent; orb) convicted of any crime involving dishonesty; orc) prohibited from acting as a director of a company; ord) placed in statutory management, voluntary administration, liquidation or

receivership.

3. Registrars, Custodians, Auditors, Advisers, and Experts

Under the Trust Deed the Registrar of the Trust is the Manager. The Manager has appointed Trustees Executors Limited to provide unit registry services.

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The Auditors of the Trust are PricewaterhouseCoopers.

The Solicitors involved in the preparation of this prospectus are Minter Ellison Rudd Watts.

Assets of the Trust may be registered in the name of the Custodian, Guardian Nominees Limited, a subsidiary of The New Zealand Guardian Trust Company Limited.

4. Independence of Unit Trustee and any Custodians

The Trustee and the Custodian are independent of the Manager, Promoters and Administration Managers.

5. Unit Trustee

The Trustee of the Trust is:

The New Zealand Guardian Trust Company LimitedLevel 7, Vero Centre 48 Shortland Street Auckland 1010PO Box 1934 Auckland 1140New Zealand

The directors of the Trustee are:

John Atkin of Sydney, AustraliaMichael Privett Reed of Auckland, New ZealandJohn Richard Avery of Auckland, New ZealandChristopher Robert Darlow of Auckland, New ZealandTimothy James Shaw of Auckland, New ZealandJohn James Anthony Botica of Wellington, New Zealand

The contact address for each of the directors is the address of the Trustee. These directors may change from time to time without notice to investors. A list of directors of the Trustee is available online at www.business.govt.nz/companies.

The New Zealand Guardian Trust Company Limited was incorporated in New Zealand under the Companies Act 1955 on 7 September 1982. It is also governed by the provisions of The New Zealand Guardian Trust Company Act 1982. On 23 April 1997 it was re-registered under the Companies Act 1993. The registration number is 115240. Its trustee origins date back to 1881.

The Trustee's ultimate holding company is The Trust Company Limited, a trustee company incorporated in Australia and listed on the Australian Securities Exchange.

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Under the Trust Deed, the Trustee is indemnified out of the Trust’s funds for any expense or liability incurred in prosecuting or defending any action or suit in respect of the provisions of the Trust Deed or the Conditions of Establishment of the Trust or the terms of any prospectus issued, any liability arising from authorised investments, or any loss, liability or expense arising where the Trust or any investment in which the Trust invests is not or ceases to be a PIE, and have no liability for actions or omissions of the Manager or the Trustee, except to the extent that any such expense or liability is attributable to the Trustee’s own wilful neglect or bad faith.

Neither the Trustee, the Trustee’s nominee companies nor any member of the Trustee’s group of companies nor any other person guarantees the repayment of the units, the payment of any earnings on the units, the repayment of capital or the performance or returns of the Trust.

6. Description of Unit Trust and its Development

The Trust is governed by the Trust Deed dated 13 March 2009.

6.1 Summary of Principal Terms of Trust Deed, Material Features of the Trust and the Conditions of Establishment

Set out below is a summary of the current terms of the Trust Deed, the Conditions of Establishment and the material features of the Trust.

6.1.1 Switching

Switching units from this Trust to another unit trust is not currently available.

6.1.2 Unit Prices

Prices are normally calculated on each business day but provision is made for the Manager to value more frequently if required. Prices applicable to a business day will, in normal circumstances, apply to applications or release requests received from 5pm on the previous business day to 5pm on the relevant business day and will be rounded down to four decimal places.

6.1.3 Allocation Prices

The Allocation Price for units in the Trust is obtained by aggregating the current market value of the Trust’s assets and deducting all liabilities(excluding any PIE tax liability, where the Manager considers it appropriate to do so), provisions, fees and expenses, and dividing the result by the number of units on issue for the Trust to determine the "mid price" for the Trust. For the purpose of calculating the Allocation Price liabilities do not include any amounts resulting from treating units as liabilities. An allowance may then be added representing all, or a proportion of, the estimated average acquisition costs for the investments of the Trust (such as brokerage). This allowance,

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which is currently nil, is determined by the Manager. It is reviewed regularly and may therefore vary from time to time.

6.1.4 Release Prices

The Release Price for units in the Trust is obtained by deducting from the current market value of the Trust’s assets, all liabilities (excluding any PIE tax liability, where the Manager considers it appropriate to do so), provisions, fees and expenses, and dividing the result by the number of units on issue for the Trust to determine the mid price. For the purpose of calculating the Release Price, liabilities do not include any amounts resulting from treating units as liabilities. This may then be reduced by an allowance representing all, or a proportion of, the estimated average disposal costs for the investments of the Trust (such as brokerage). This allowance, which is currently nil, is determined by the Manager. It is reviewed regularly and may therefore vary from time to time.

6.1.5 Fees and Charges

As at the date of this prospectus the Manager is paid a fee by Westpac NZ for the services it provides to the Trust. The fee paid by Westpac NZ is intended to be sufficient to enable the Manager to pay the fees, costs and expenses that would normally be incurred by the Trust in the ordinary course of its business.

The Manager has the power under the Trust Deed to charge fees for the services it provides to the Trust out of the assets of the Trust, subject to a maximum of 2.5% p.a. of the Gross Fund Value of the Trust. GST may be payable in addition to such fee. As at the date of this prospectus no such feesare charged by the Manager.

The Manager has the power under the Trust Deed and the Conditions of Establishment (see section 6.1.22 below) to charge an initial service fee in respect of any application for units. As at the date of this prospectus, no such fee is charged by the Manager.

The Manager has the power under the Trust Deed and the Conditions of Establishment (see section 6.1.22 below) to charge a release fee in respect of the repurchase or redemption of units. As at the date of this prospectus, no such fee is charged by the Manager.

The Trustee has the power under the Trust Deed to charge an annual fee to the Trust subject to a maximum of 0.5% of the Gross Fund Value of the Trust. GST may be payable in addition to such fee. As at the date of this prospectus, the annual Trustee fee of 0.02% p.a. of the Gross Fund Value of the Trust is paid by the Manager and is not deducted from the Trust. The Trustee may charge its fee to the Trust if the Manager does not pay its fee.

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Upon termination of the Trust the Trustee is entitled to a fee which is currently nil. The fee payable to the Trustee on termination of the Trust is subject to a maximum of 0.2% of the Gross Fund Value of the Trust under the Trust Deed.

The Manager and Trustee are entitled, and reserve the right, to be reimbursed from the Trust for all expenses, costs or liabilities incurred by them acting as Manager and Trustee respectively. Generally the amount of these expenses cannot be ascertained until they are incurred and will vary from time to time. These reimbursable expenses may include, but are not limited to:

• costs and expenses incurred by the Trustee and Manager, including fees charged by auditors, solicitors, valuers, advisers and other service providers including those related to any amendments to the Trust Deed and any offer documents;

• interest on any borrowing;• GST, and any other taxes;• costs involved in buying, selling, registering, other dealings with, and custody of assets;

• costs involved in holding meetings for unitholders;• banking service charges, including any payable to Westpac NZ or Westpac; and

• costs for administration services, including unit registry, asset registry, unit pricing, and investment accounting costs, and costs associated with the provision of certain financial information relating to the Trust.

To the extent these costs (including any Manager and Trustee fees) are not met by the Manager and are charged to or reimbursed directly from the Trust, they will be taken into account when the Trust's net income is calculated and will affect returns to unitholders.

The Manager may, at its discretion, pay amounts (including non-monetary benefits) to investment advisers or other persons approved by the Manager. These payments are not an additional cost to investors. Investment advisers are in all respects acting as your agent, and not as agent for the Manager or the Trustee. Neither the Manager nor the Trustee is responsible for the advice given by these advisers.

Fees and charges may be varied at any time by agreement between the Manager and the Trustee, subject to limits imposed by the Conditions of Establishment and the Trust Deed.

6.1.6 Withdrawing Units

In order to withdraw units, a release request should be completed and sent to the Manager. This requests the Manager to release the units owned by the unitholder.

Withdrawals will be effected by direct redemption (unless the unitholder requests a Manager repurchase). Under direct redemption, the Trust

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redeems a unitholder's units directly and under a Manager repurchase the Manager buys units from the unitholder.

The Manager will ascertain a unitholder’s withdrawal payment by multiplying the number of units to be released by the Release Price determined on the Release Date.

A unitholder may withdraw an investment in whole or part.

The minimum withdrawal amount is $1,000 or 1,000 units, whichever is the lesser value, provided the minimum holding remains (see below). Regular withdrawals of a minimum of $1,200 per year (payable at such frequencies as the Manager may determine from time to time and set out in the investment statement) are also permitted, provided the minimum holding is maintained. On the date of each regular withdrawal for a unitholder, that unitholder shall be deemed to have given, and the Manager shall be deemed to have received, a release request. The minimum holding for the Trust is normally 5,000 units or $5,000, whichever is the lesser value. If a release request is for a number of units that would leave the unitholder with less than the minimum holding then the release request may be deemed to be for the entire holding in the Trust.

The Manager shall request that the Trustee redeem units (or the Manager shall repurchase units itself, if requested by the unitholder), and pay the Release Price to the unitholder within 30 business days of, receiving a valid release request. In the case of a redemption or repurchase under the regular withdrawal facility the payment will be made within 30 business days of the relevant Release Date.

Notwithstanding anything contained elsewhere in this prospectus where:

(a) a holding of a unitholder is less than the minimum holding set out in section 6.1.22; and

(b) the Manager gives to that unitholder thirty days' notice in writing that the Manager intends at the expiration of that period to require repurchase or redemption of all of the units to which that unitholder is entitled; and

(c) at the expiration of that period the unitholder holds less than the minimum holding set out in section 6.1.22,

the Manager shall be entitled within seven days from the expiration of that period to repurchase or cause redemption of that unitholder's holding at the expiration of that period as if a release request had then been received from the unitholder.

The Trust Deed allows the Manager to suspend all release requests tendered by unitholders if the Manager determines in good faith that it is desirable for the protection of the Trust Fund or in the interests of unitholders. The maximum suspension period is as specified in the Conditions of Establishment (currently 30 days) or such further unlimited period as

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determined by the Manager with the consent of the Trustee for the Trust. Any release request received during that suspension period will be deemed to be received on the business day immediately following the expiry of the suspension period.

If a release request is for 5% or more of the total number of units on issue of the Trust then the Manager may spread the repurchase or redemption of those units over a period not exceeding five business days in accordance with the Trust Deed.

If the total of release requests from unitholders over a period of five consecutive business days is for more than 10% of the total number of units on issue of the Trust, then the Manager with the approval of the Trustee may delay the repurchase or redemption of those units in excess of 10% of the total on issue for a period not exceeding 30 business days in accordance with the Trust Deed.

The Manager may make adjustments to a unitholder’s units or deductions from any distributions or withdrawal proceeds of an amount equal to any tax paid by the Trust on the income attributed to the unitholder, and may (and intends to) redeem or repurchase units when necessary to preserve the Trust’s PIE status. The Manager may refuse a release request where necessary to preserve a Trust's eligibility for PIE status.

The tax-related consequences of withdrawing units are set out in further detail in section 17.

6.1.7 Transferring Unit Entitlement

Unitholders may apply to transfer their units to another person at any time. The form of transfer is available from the Manager. On completion, the transfer form must be returned to the Manager for verification and processing. A partial transfer will not be processed where the resulting balance of units (of either the transferor or transferee) is less than the minimum holding.

No transfer shall be made to a person known to the Manager to be a person prohibited by law from holding units. The Manager or the Trustee may refuse to register a transfer when duties or taxes, or other fees or charges relating to the unitholder remain unpaid, or where the Trust is a PIE and registration of the transfer would cause the Trust to breach the requirements of the PIE definition in the Income Tax Act 2007.

Under the Trust Deed, the Manager may elect to effect a transfer request either by registering a transfer of units from the transferor to the transferee, or by cancelling (without payment to the transferor) the number of units sought to be transferred (together with any units otherwise cancelled within the terms of the Trust Deed (including for tax reasons)) and issuing the same number of units as are cancelled to the transferee (less any units cancelled within the terms of the Trust Deed (including for tax reasons)).

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The register of the Trust will be closed to transfers up to 14 days prior to the determination of, and any distribution of, capital or income for the Trust. As at the date of this prospectus, the Manager does not intend to make regular distributions from the Trust.

The tax treatment of a transfer of units is set out in section 17.

6.1.8 Duties and Powers of Trustee

The Trust Deed, the Conditions of Establishment (see section 6.1.22 below) and this prospectus set out the terms of the investment and the rights and obligations of the unitholders and the Manager. Under the Trust Deed the Trustee:

receives and holds all the cash and investments of the Trust; receives and distributes (if applicable) the income of the Trust; oversees compliance by the Manager (including the administration of the

Trust); and may delegate certain activities and actions to the Manager in accordance

with the terms of the Trust Deed.

6.1.9 Borrowing Powers

The Trust Deed permits, and on request of the Manager requires, the Trustee to borrow and to make other funding arrangements on behalf of the Trust, provided the total of such liabilities does not exceed 50% of the Net Fund Value of the Trust at the date of making such arrangements. For this purpose, liabilities do not include any amounts resulting from treating units as liabilities.

The Manager does not have any present intention of borrowing for the Trust, other than for the purpose of effecting settlements. It is possible, therefore that from time to time the Trust will, for the purposes of effecting settlements, become indebted to another person, including a related company of the Manager.

The Trust may use derivatives as a risk management tool or as an alternative to investing in a physical asset. Examples of derivatives include swaps, warrants, structured notes, futures contracts, options and forward rate agreements. It is possible (although not intended) that the use of derivatives may result in the Trust becoming geared. As at the date of this prospectus the Trust does not use or intend to use derivatives.

6.1.10 Power to Amend Trust Deed

The Trustee and the Manager may amend the provisions of the Trust Deed or the Conditions of Establishment if:

in the opinion of the Trustee, the amendment is made to correct a manifest error or is of a formal or technical nature;

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in the opinion of the Trustee, the amendment is necessary or desirable for the more convenient, economical or advantageous working management or administration of the Trust or for safeguarding or enhancing the interests of the Trust or unitholders and the amendment is not or is not likely to become prejudicial to the interests of the unitholders generally;

the amendment is authorised by an Extraordinary Resolution of unitholders; or

the amendment is required by or in consequence of any amendment to the Unit Trusts Act 1960.

The Conditions of Establishment will be varied if the Manager notifies the relevant unitholders of the variations and either unitholders holding not less than 10% of the number of units on issue who object to the amendment call a meeting of unitholders at which the proposal is not rejected by Extraordinary Resolution (or they fail to call such a meeting altogether) or unitholders who oppose the proposal are given the opportunity to withdraw their units at the then current Release Price.

6.1.11 Appointment and Removal of the Trustee

The Trustee may retire upon giving ninety (90) days’ notice in writing to the Manager, subject to the appointment of a new Trustee and the transfer to such new Trustee of all authorised investments and all other property or assets of the Trust’s funds. The Trustee may be removed from office by the High Court on the application of the Manager or the Minister responsible for administering the Unit Trusts Act 1960.

The power of appointing a new Trustee is vested in the Manager but if the Manager fails or refuses to exercise this power, a new Trustee may be appointed by an Extraordinary Resolution of unitholders. The Manager has no unilateral power to remove the Trustee. A new Trustee must be a trustee corporation within the meaning of the Trustee Act 1956 or a company or bank approved by the Minister responsible for administration of the Unit Trusts Act 1960.

When the Securities Trustees and Statutory Supervisors Act 2011 comes into effect, expected to be on 1 October 2011, any Trustee must hold a licence under that Act that covers the Trust.

6.1.12 Appointment and Removal of the Manager

The Manager may retire, subject to the appointment of a new Manager, by giving ninety (90) days’ notice in writing to the Trustee or such shorter period of notice as may be agreed between the Manager and the Trustee.

The Manager may be removed from office by the High Court on the application of the Trustee, any unitholder, or the Financial Markets Authority. The Manager shall also cease to hold office if:

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the Trustee certifies that it is in the interests of unitholders that the Manager should cease to hold office;

the unitholders direct that the Manager should cease to hold office pursuant to the Unit Trusts Act 1960; or

a receiver is appointed or an order made or resolution passed for the liquidation or winding up of the Manager.

The power of appointing a new temporary Manager is vested in the Trustee who must then call a meeting of unitholders and take such steps as the unitholders require to secure the appointment of a new Manager. If the Trustee fails or refuses to exercise this power, or a meeting of unitholders wishes to appoint an alternative Manager, a new Manager may be appointed by a Section 18 Resolution (a resolution of unitholders in accordance with section 18 of the Unit Trusts Act 1960) of unitholders.

6.1.13 Meeting of Unitholders

The Manager may at any time of its own volition convene a meeting of unitholders of the Trust in such place and to be run in accordance with such procedures as the Manager determines.

The Manager shall, upon the request in writing of:

(a) the Trustee; or(b) 10% in number of the unitholders or unitholders holding not less than

10% of the number of units on issue in the Trust at the date of request,

convene a meeting of unitholders of the Trust.

The Manager must give a minimum of 14 days’ notice of the meeting, in writing and addressed to all unitholders of the Trust and the Trustee at their registered address. The meeting shall be under the chairmanship of a nominee of the Trustee. The quorum for meetings will be unitholders present in person or by proxy or by attorney or by authorised representatives holding not less than 10% of the number of units on issue in the Trust. Resolutions will be determined by a show of hands unless a poll is demanded. On a poll every unitholder has one vote for each unit held. On a show of hands, all those entitled to vote have one vote only. The Manager is required under the Unit Trusts Act 1960 to lay before a meeting of unitholders copies of the last statements filed in accordance with section 20(2) of that Act.

6.1.14 Creation of Trusts

New unit trusts may be established under the Trust Deed from time to time with the agreement of the Manager and the Trustee. Each new unit trust will be governed by its own Conditions of Establishment.

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6.1.15 Change of Name of Trust

The Manager may, with the consent of the Trustee, change the name of the Trust at any time.

6.1.16 Issue of New Units

New units in the Trust may be issued at any time. All new units will rank equally with existing units. There is no limit on the number of units that may be issued in the Trust.

All units in the Trust must be issued for the relevant Allocation Price. New units may be issued for cash or in return for the transfer of authorised investments to the Trust.

Every person wishing to apply for or acquire units shall, in the first instance, complete and lodge with the Manager by such method and at such place or places as the Manager may from time to time determine an application for units and shall pay to the Manager the total application moneys. All application moneys must, within 7 days of receipt, be paid by the Manager to the credit of the Trustee’s (or its nominee’s) bank account for the Trust.

The Manager may in its absolute discretion accept or refuse to accept in whole or in part any application or postpone the processing of the application pending receipt of cleared funds and the Manager shall not be required to assign any reason or ground for such refusal or postponement.

If the Manager accepts an application then:

(a) where the Manager receives an application for units on a business day then, if the Manager accepts such application the units shall be deemed to be sold or issued at the time of the Manager's acceptance; and

(b) where the Manager receives an application for units not on a business day then, if the Manager accepts such application the units shall be deemed to be sold or issued at the commencement of the next business day.

Where the Manager has accepted an application for units but the Manager has not or does not receive cleared funds from the applicant in satisfaction of the purchase or subscription price payable within five business days or such further period approved by the Manager from the date the application for units is received by the Manager, then the application shall be cancelled by the Manager and the units shall be deemed never to have been sold or issued without prejudice to the rights and remedies of the Manager or the Trustee against the applicant in respect of any losses, costs, expenses or damages suffered by either of them or by the Trust arising out of or in connection with the failure to ensure due provision of cleared funds.

6.1.17 Register of Unitholders

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The Manager is required to maintain, or cause to be maintained, a register of unitholders. The Trustee and the Manager are entitled to rely on the register as being a correct record of unitholders, if based on a reasonable belief that the register is genuine.

The register is audited on an annual basis and is available for inspection by unitholders during normal business hours at the registered office of the Manager. The Register may be closed for up to 30 days in each year as the Manager thinks fit.

The Manager shall issue certificates to a unitholder (showing that unitholder's unit holding in the Trust) as necessary to meet the requirements of the Securities Act 1978, or of any applicable exemption notice under the Act.

6.1.18 Joint Unitholders

Where two or more persons are registered as the unitholders of any unit, they will be liable both jointly and severally for any amount payable in respect of each unit.

Only the person whose name stands first in the register of units shall be delivered any statements of holding or any payments in respect of the units. At meetings of unitholders, joint unitholders are entitled to exercise only one vote per unit held.

6.1.19 Distributions

Distributions (if any) to unitholders are required to be made within 60 days after the relevant Distribution Period. At the date of this prospectus, the Manager does not intend to pay regular distributions to unitholders in the Trust. However, the Manager reserves the right to pay distributions, and the Manager may vary the distribution policy from time to time. The Conditions of Establishment of the Trust will be amended to specify a Distribution Period for the Trust, if the Manager anticipates regular distributions will be made in respect of the Trust in the future.

If the Manager decides to pay distributions from the Trust, the amount of distributions (if any) will be so much of the income of the Trust as the Manager determines and so much of the capital of the Trust as the Manager, with the approval of the Trustee, determines to be appropriate from time to time.

See section 6.6 for further information.

6.1.20 Manager’s Powers

The Manager has all powers necessary to manage and administer the Trust, except to the extent that the Trust Deed reserves any powers for the Trustee. The powers of the Manager include the ability to:

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manage and deal with the assets of the Trust; make all decisions relating to the assets of the Trust; make all decisions relating to borrowings of the Trust; place on deposit with any bank or other person any cash of the Trust; enter into hedging contracts; enter into underwriting agreements as a form of authorised investment; manage the Trust as a PIE; and redeem a unitholder's units if their investment falls below the minimum

holding where applicable (currently $5,000 or 5,000 units, whichever is the lesser amount).

The Manager shall have the power to delegate to its officers or employees, or to any other related person of the Manager, all of its powers, authorities and discretions.

Pursuant to a Deed of Arrangements entered into between the Manager andthe Trustee, the Manager and its authorised agents will also undertake certain of the day to day administrative functions which would otherwise have been performed by the Trustee.

The Manager may request any unitholder to provide information to the Manager to enable the Manager to determine whether the Trust continues to meet the PIE eligibility requirements and, in particular, the Manager may request any unitholder to:

(a) provide details of units held by any associated person (as defined in the Income Tax Act 2007) of the unitholder (including any associated person for whom units are held by a PIE Investor Proxy) where the associated person holds 5% or more of the units in the Trust; and

(b) confirm that the unitholder either is or is eligible to be a PIE.

If the Manager requests a unitholder to provide information to the Manager pursuant to this clause the unitholder shall supply information within 30 days of the request.

6.1.21 Winding up

At any time after the commencement of the Trust, the Manager may notify the Trustee in writing that the Trust is to terminate, specifying the date of such termination, and on such date the Trust will terminate unless the Manager and the Trustee reach an agreement to do otherwise. Notice of the receipt by the Trustee of the notice shall forthwith be given to each unitholder by the Trustee.

Upon the termination of the Trust the Trustee is required to realise all of the assets of the Trust and, after deducting expenses and making any adjustments required for tax, distribute them to unitholders in proportion to their respective holdings of units.

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6.1.22 Conditions of Establishment

The Trust is governed by Conditions of Establishment agreed between the Manager and the Trustee. The current Conditions of Establishment are set out below.

The Trust was created pursuant to Clause 2 of the Trust Deed.

1) Application to Trust:

The terms set out in these Conditions of Establishment shall together with the Trust Deed provide for all matters relating to units and unitholders of the Trust. To the extent any provisions of these Conditions of Establishment conflict with the provisions of the Trust Deed, the provisions of these Conditions of Establishment shall apply.

2) Defined Terms:

Terms defined in the Trust Deed other than those referred to in paragraph 3 below shall, unless the context requires otherwise, have the same meaning when used in these Conditions of Establishment. Reference to Clauses shall be to Clauses in the Trust Deed unless otherwise stated.

3) Definitions:

For the purposes of the Trust:

(a) "Financial Year" means a period of 12 months ending on the 31st day of March or such other day as the Manager decides in any year, and includes the period commencing on the date that Trust came into existence in accordance with paragraph 4 below and ending on the last day of March of the year the Trust came into existence, and the period ending on the date when the Trust is terminated.

(b) "Initial Issue of Units" means all units issued during the period of one day from the date of the first prospectus for the Trust.

(c) "Minimum Application" means $5,000 or such other amount as is agreed from time to time between the Manager and the Trustee. The Manager, with the agreement of the Trustee, reserves the right to accept applications for amounts less than the minimum application.

(d) "Minimum Holding" means five thousand (5,000) units or $5,000, whichever has the lesser value, or such other amount as is agreed from time to time between the Manager and the Trustee. The Manager, with the agreement of the Trustee, reserves the right to allow a minimum holding less than the amounts specified.

(e) "Valuation Day" means each business day for the Trust.

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4) Commencement of Trust:

For the purposes of Clause 2.2, the Trustee has received the sum of $1,000 in respect of the Trust from the Manager in accordance with Clause 2.2(b) and therefore the Trust commenced on 28 February 2008.

5) Division into Units:

For the purposes of Clause 5.1, the beneficial interest in the sum of $1,000 for the Trust was divided into 1,000 units.

6) Initial Issue of Units:

For the purposes of Clause 7.3, the price per unit for the Initial Issue of Units for the Trust was $1.00.

7) Initial Service Fee:

For the purposes of Clause 8.1, no Initial Service Fee shall be payable in respect of the Trust. An Initial Service Fee may be introduced, and (if introduced) varied, from time to time by agreement between the Manager and the Trustee.

8) Switching Fee:

Switching units from this Trust to another unit trust is not currently available.

9) Release Request:

For the purposes of Clause 16.2, the minimum number of units subject to a Release Request is:

(a) one thousand (1,000) units or units having a value of at least $1,000 (whichever is the smaller); or

(b) units having a value of at least $1,200 per year (payable at such frequencies as the Manager may determine from time to time and set out in the investment statement).

Where, as a result of a Release Request, a unitholder would hold less than the Minimum Holding then the Release Request shall be deemed to be in respect of all the units held by that unitholder. The minimums stated above will not apply in circumstances where the units are being redeemed or repurchased in order to pay any fee to the Manager.

10) Release Fee:

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For the purposes of Clause 8.2, the Release Fee shall (subject to the following) ordinarily be nil. The Release Fee may be varied by agreement between the Manager and the Trustee from time to time.

11) Time for Payments:

For the purposes of Clauses 16.4, 16.10 and 16.15(b), the time for payment shall be 30 business days.

12) Suspension Period:

The maximum suspension period for the repurchase or redemption of units pursuant to Clause 16.13 shall be 30 days for the Trust.

13) Borrowing Powers:

For the purposes of Clause 19.4, the level of borrowing shall not exceed fifty percent (50%) of the Net Fund Value of the Trust.

14) Investment Policy:

The investment policy of the Manager for the purposes of Clause 20.1 is that policy detailed for the Trust in section 6.4 of this prospectus, and that policy shall form part of these Conditions of Establishment.

15) Reinvestment of Entitlements:

For the purposes of Clause 25.6, the number of days shall be 14.

16) Remuneration of Trustee:

i) For the purposes of Clause 30.1, the Trustee’s annual fee shall bethat Trustee Fee as detailed in section 6.1.5 of this prospectus, which reference shall form part of these Conditions of Establishment.

ii) For the purposes of Clause 30.2, the termination fee payable to the Trustee shall be that termination fee as detailed in section 6.1.5 of this prospectus, which reference shall form part of these Conditions of Establishment.

17) Remuneration of Manager:

For the purposes of Clause 30.3, the Manager’s annual fee shall be that Management Fee as detailed in section 6.1.5 of this prospectus, which reference shall form part of these Conditions of Establishment.

18) Bonus Unit Entitlement for Larger Investors:

For the purposes of Clause 4.5A, there shall be no bonus unit entitlement for larger investors.

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19) No Variation Without Approval:

The terms of these Conditions of Establishment shall apply to the Trust and bind the Manager and the Trustee and to the extent provided in the Trust Deed every holder of units in the Trust, and shall only be varied or amended by the Manager with the consent of the Trustee or otherwise in accordance with the Trust Deed. Unitholders shall be notified in writing in summary form within three months of any material amendment to these Conditions of Establishment.

6.1.23 Trustee and Manager indemnity

The Trustee and the Manager are entitled to be indemnified out of the Trust from and against any expense and liability that may be incurred in prosecuting or defending any action or suit in respect of the provisions of the Trust Deed or the Conditions of Establishment of the Trust or the terms of any disclosure document in respect of units and may recover any loss suffered by unitholders in respect of their units except to the extent that any such expense or liability is attributable to the Trustee's or the Manager's (as the case may be) own wilful neglect or bad faith.

6.2 Limitations on Investment Powers

The Trust may invest in any of the following authorised investments and assets:

i) Investments in which trustees are for the time being authorised by the laws of New Zealand to invest trust funds.

ii) Land and real estate.iii) Equity securities of companies incorporated in New Zealand or

overseas.iv) Any share, or other interest in any partnership, joint venture or

syndicate formed or carrying on business in New Zealand or overseas.v) Any stock, bonds, obligations or other securities issued or guaranteed

by any government.vi) Loans secured by mortgages.vii) Deposits with, loans to, or other obligations of any Bank, company or

person.viii) Bills of exchange, promissory notes, transferable certificates of deposit

and other forms of negotiable instruments.ix) Units or interests in any unit trust constituted under the Unit Trusts Act

1960 or constituted under overseas legislation.x) Underwriting or sub underwriting contracts.xi) Futures contracts whether deliverable or non-deliverable.xii) Any physical commodities.xiii) The short-term asset pool account managed by the Manager.xiv) Any option or right to take up or sell any authorised investment.

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xv) Any instrument or arrangement for hedging or reducing any currency risk, interest risk or other risk.

xvi) Any other security not covered above and which is approved by the Trustee.

The Manager has absolute discretion to make investments subject to the following:

a) Although the Trust Deed contains no limitation on the percentage of any Trust which may be invested in any class of authorised investments, the Manager must invest the Trust in accordance with its investment policy set out in the Conditions of Establishment for the Trust. The Manager has proposed (and the Trustee has agreed) investment guidelines for the Trust and the Manager must obtain the Trustee’s agreement if it wishes to change or depart from these guidelines. The Trustee will generally agree any changes or departures unless it considers that as a result of them it may be directed to buy or sell assets which are manifestly not in the interests of unitholders, or that they would be contrary to the provisions of the Trust Deed.

b) With the approval of the Trustee, the Manager may invest Trust funds in itself or any related company, or sell Trust assets to or purchase Trust assets from itself or any related company. However, the Trustee shall not act on any direction of the Manager to acquire or dispose of any asset if, in its opinion, such a transaction is manifestly not in the interests of unitholders or is contrary to the provisions of the Trust Deed.

c) The Trust’s assets shall be invested as far as is practically possible so the Trust continues to be eligible as a PIE.

The Trust may directly or indirectly invest in other funds where the trustee, manager, investment manager or responsible entity is the Manager, or is a related company of the Manager. If the Trust invests in such funds, the Trust will not pay the entry fee (if any) and any management fee payable to the fund will either not be collected by the fund or if collected, will be refunded in full to the Trust. If the trustee of those funds is the Trustee (or a related company), then in addition the trustee fee relevant to those funds will not be charged to the Trust. Any other fees or expenses are not refunded and will affect the value of the Trust. A "spread" between the issue price, and withdrawal amounts, could also exist in funds in which the Trust invests. This will not represent a fee to any party.

6.3 Material Developments Since Establishment

The Trust commenced on 28 February 2008. From the commencement of the Trust in February 2008, the Trust invested in a portfolio of cash and short term securities. On 26 June 2008, the Manager, with the consent of the

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Trustee, determined that from that date the Trust will invest solely in deposits with Westpac NZ.

Westpac has had operations in New Zealand through a branch since 1861, when it commenced operating as the Bank of New South Wales. As a result of a change of policy by the Reserve Bank of New Zealand requiring all systemically important banks to be incorporated in New Zealand, Westpac has reorganised its New Zealand operations. Accordingly, from 1 November 2006, Westpac’s operations in New Zealand are conducted through both the existing branch and a locally incorporated subsidiary, Westpac NZ. As of 1 November 2006, Westpac NZ was registered as a registered bank under the Reserve Bank of New Zealand Act 1989 and, pursuant to the Westpac New Zealand Act 2006, the assets and liabilities of Westpac’s New Zealand branch’s retail operations (consisting largely of its consumer and business banking businesses) vested in Westpac NZ.

6.4 Investment Objectives and Policies

The Trust is authorised under the Trust Deed to invest in a broad range of authorised investments.

It is the Manager’s intention to focus the investments of the Trust in line with the established investment policies for the Trust (see below).

Investment Policy and Objectives for the Trust:

Investment Policy - To invest primarily in cash and securities of a short term nature.

Objectives - To provide unitholders with cash-like stable returns with an aim to deliver a return competitive with cash and short term bank deposits (before tax and fees) on an ongoing basis.

Nature of Investments - The Trust may invest in cash and securities of a short term nature (such as short term cash facilities, bank deposits, certificates of deposit, New Zealand dollar bonds, bills, floating rate notes and mortgage backed securities, issued or backed by governments, banks, local authorities or corporates). Exposure to the above assets may be gained, where appropriate, by investing in units of other funds (including funds of which the Manager or a related company of it, is manager). The Trust may change its investment at any time. As at the date of this prospectus, the assets of the Trust are invested solely in deposits with Westpac NZ.

Currency Management - All assets are NZ dollar denominated or hedged back to NZ dollars.

Value - The value of the Trust’s investments is subject to the market prices of the assets held. Therefore, any change in the value of the underlying assets will affect the value of the investors’ unitholdings.

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The investment policy for the Trust forms part of the Conditions of Establishment and as such can be changed only in accordance with the Trust Deed. See section 6.1.22 for further information on varying the Conditions of Establishment.

6.5 Returns for the Trust

Returns of the Trust are shown below.

12 month return to31 March 2011

12 month return to31 March 2010

12 month return to31 March 2009

3.36% 2.95% 6.85%

The first unitholder funds were received by the Trust in March 2008, so there are no returns for the period from 28 February 2008 to 31 March 2008.

The above returns assume that the investment has been held for the full period. It expresses the change in the value of the Trust’s net assets as a percentage of total unitholders’ funds where the change in the value of the Trust’s net assets is calculated after the deduction of the Trustee fees and expenses of the Trust (which for this purpose are nil as they are currently paid by the Manager) but before the deduction of PIE tax.

The interest rate payable on the Trust’s New Zealand dollar interest bearing account with Westpac NZ is set by Westpac NZ from time to time. An indicative interest rate is intended to be available on www.westpac.co.nz and may change at any time without notice.

Past performance is not necessarily indicative of future performance.

6.6 Distributions

As at the date of this prospectus, the Manager does not intend that the Trust will make regular distributions. However, under the Trust Deed, the Trust may distribute some or all of its income and realised capital gains. The Manager has the discretion to set any distribution amount.

If a distribution is paid, calculation of the amount to distribute takes a number of days, with payment made as soon as reasonably practical following each distribution date. Distributions paid in cash will be effected by direct credit to a bank account nominated by the unitholder.

The income earned by the Trust will be reflected in the Trust’s unit prices (until any distribution of that income). If a distribution is paid, the unit price will be reduced accordingly immediately following the Trust’s distribution of this income to unitholders.

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It may at times become necessary to distribute some or all of any capital profits but usually an increase in the capital value of the Trust will be reflected in a higher unit price.

Any distributions will be made among unitholders in proportion to their holdings in each Trust.

The tax treatment of distributions is set out at section 17.

Distribution Reinvestment Option

If a distribution is to be paid, the Manager may offer a distribution reinvestment option to unitholders. If such an option is offered and a unitholder has elected for this option to apply, any distributions will be reinvested, in which case the new unit certificate that is issued following each distribution will show the new total unit entitlement.

If the distribution reinvestment option is elected, the Manager will arrange to issue additional units in the same Trust from the distributions. This will increase the amount invested in the Trust.

If a distribution is to be paid, units subject to distribution reinvestment will be issued at the Allocation Price applicable to the first business day following the end of the relevant Distribution Period.

The register closes 14 days prior to the end of each relevant Distribution Period and no changes to existing distribution instructions will be undertaken during this 14 day period. However, units in the Trust may still be issued or withdrawn during this period.

The distribution reinvestment option (if offered) will comply with the requirements of the Securities Act (Dividend Reinvestment) Exemption Notice19981 as amended or substituted from time to time.

6.7 Non-guarantee of Performance

Investments made to the Trust do not represent bank deposits with Westpac NZ or Westpac and are not liabilities of the banks or other members of the Westpac group of companies. Investments are subject to investment and other risks, including possible delay in payment of withdrawal amounts in some circumstances, and loss of investment value, including principal invested.

None of the Trustee, the Trustee’s nominee companies, the Manager, Westpac NZ, Westpac, any member of the Westpac group of companies, nor any other person, guarantees the performance of the Trust or the repayment of any capital.

1 The Securities Act (Dividend Reinvestment) Exemption Notice 1998 can be viewed at www.legislation.govt.nz

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7. Unit Holder Liability

There are no circumstances in which a unitholder will incur liabilities (including contingent liabilities) in relation to the Trust or be obliged to pay any further money, apart from the issue price of the unitholder’s units and any tax liability that is attributable to the unitholder or that the unitholder incurs as a result of advising the wrong prescribed investor rate (“PIR”) or failing to advise the Manager when the unitholder’s PIR increases. Unitholders indemnify the Trustee and Manager for tax paid on PIE income attributed to them. This indemnity would only apply if a unitholder's interest in the Trust was not sufficient to meet any liability for tax payable by the Trust attributable to that unitholder.

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8. Summary of Financial Statements

8.1 A summary of the audited financial statements for the Trust for the years ended 31 March 2011, 31 March 2010 and 31 March 2009, and the period ended 31 March 2008 are set out below:

Summary Statement of Comprehensive Income

Year ended 31

March 2011

Year ended 31

March 2010

Year ended 31

March 2009

Period ended

31 March 2008$'000 $'000 $'000 $'000

Total operating income 4,523 7,409 19,211 5

Total operating expenses - - 71 1

Profit for the period attributable to Unit Holders 4,523 7,409 19,140 4

Total comprehensive income attributable to Unit Holders 4,523 7,409 19,140 4

As the Trust is a PIE, tax is paid on the unitholders’ taxable income (not that of the Trust); therefore there is zero income tax expense in the Trust’s statement of comprehensive income. See section 17 below for more information on taxation.

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Summary Statement of Changes in Net Assets Attributable to Unit Holders

Year ended 31

March 2011

Year ended 31

March 2010

Year ended 31

March 2009

Period ended

31 March 2008

$'000 $'000 $'000 $'000

Net assets attributable to Unit Holders at the beginning of the

period 182,402 402,930 6,479 -

Profit for the period 4,523 7,409 19,140 4

Total comprehensive income for the period 4,523 7,409 19,140 4

Applications 8,050 48,254 654,707 6,476 Withdrawals (84,570) (274,952) (273,965) - Unit Holder tax liabilities (844) (1,239) (3,431) (1)

Net assets attributable to Unit Holders at the end of the period 109,561 182,402 402,930 6,479

Year ended 31

March 2011

Year ended 31

March 2010

Year ended 31

March 2009

Period ended

31 March 2008

Units '000 Units '000 Units '000 Units '000Units on issue

Units on issue at the beginning of the period 165,416 376,171 6,465 - Applications - units 7,182 44,441 632,893 6,466 Withdrawals - units (76,482) (255,196) (263,187) (1)

Units on issue at the end of the period 96,116 165,416 376,171 6,465

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Summary Balance Sheet

As at 31 March

2011

As at 31 March

2010

As at 31 March

2009

As at 31 March

2008

$'000 $'000 $'000 $'000

Current assetsAmounts due for contributions 877 55 644 2,765 Cash and cash equivalents 109,814 185,084 410,642 3,715

Total assets 110,691 185,139 411,286 6,480

Current liabilities

Amounts due to redemptions 286 1,498 4,925 - Unit Holder tax liabilities payable 844 1,239 3,431 - Related party payables - - - 1

Total liabilities 1,130 2,737 8,356 1

Net assets attributable to Unit Holders 109,561 182,402 402,930 6,479

There are no non-current assets or non-current liabilities

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Summary Cash Flow Statement

Year ended 31

March 2011

Year ended 31

March 2010

Year ended 31

March 2009

Year ended 31

March 2008

$'000 $'000 $'000 $'000

Net cash inflow from operating activities 4,523 7,409 19,142 2

Net cash (outflow)/inflow from financing activities (79,793) (232,967) 387,785 3,713

Net (decrease)/increase in cash and cash equivalents (75,270) (225,558) 406,927 3,715

Cash and cash equivalents at the beginning of the period 185,084 410,642 3,715 -

109,814 185,084 410,642 3,715

There are no cash flows from or used in investing activities

Cash and cash equivalents at the end of the period

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Notes to the Summary Financial Statements

Reporting entityThe reporting entity included in these summary financial statements is the Westpac Cash Plus Trust (referred to throughout this prospectus as the “Trust”).

Relationship to full financial statementsThe full financial statements for the years ended 31 March 2011, 31 March 2010, 31 March 2009, and the period ended 31 March 2008, from which these summary financial statements have been extracted, have been prepared in accordance with the requirements of the Unit Trusts Act 1960, the Financial Reporting Act 1993, the Trust Deed, and Generally Accepted Accounting Practice in New Zealand ("NZ GAAP"). The full financial statements comply with New Zealand equivalents to International Financial Reporting Standards ("NZ IFRS"), and other applicable Financial Reporting Standards, as appropriate for profit oriented entities. The full financial statements comply with International Financial Reporting Standards ("IFRS"). The full financial statements have been prepared under the historical cost convention.

The summary financial statements for the year ended 31 March 2011 have been extracted from the audited full financial statements which were authorised for issue on 5 August 2011. The summary financial statements for the year ended 31 March 2010 have been extracted from the audited full financial statements which were authorised for issue on 13 August 2010. The summary financial statements for the year ended 31 March 2009 have been extracted from the audited full financial statements which were authorised for issue on 31 July 2009. The summary financial statements for the period ended 31 March 2008 have been extracted from the audited full financial statements which were authorised for issue on 13 June 2008.

The summary financial statements are presented in New Zealand dollars which is the Trust's functional and presentation currency. All values are rounded to the nearest thousand dollars.

The summary financial statements have been prepared in accordance with FRS 43 subject to the Securities Regulations 2009 and comply with NZ GAAP as it relates to summary financial statements.

The summary financial statements have been authorised for issue by the directors of the Manager on 29 August 2011.

The Trust is a Unit Trust as defined by the Unit Trusts Act 1960 and is subject to the provisions of that Act.

The summary financial statements cannot be expected to provide as complete an understanding as provided by the full financial statements.

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A copy of the full financial statements can be obtained from the Manager's address at Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand or by calling 0800 738 641.

The full financial statements for the periods ended 31 March 2011, 31 March 2010, 31 March 2009 and 31 March 2008 have been audited by PricewaterhouseCoopers who have issued opinions in respect of each of the full financial statements that were not qualified and did not refer to any fundamental uncertainties in any respect.

There have been no changes to accounting policies and these policies have been consistently applied throughout the periods presented.

Items of material incidence, size or natureThere are no items of such incidence and size or of such nature that require disclosure to explain the performance or financial position of the Trust.

Events occurring after the balance sheet dateNo significant events have occurred since balance date which would impact on the financial position of the Trust disclosed in the audited Balance Sheet as at 31 March 2011 or on the results and cash flows of the Trust for the period ended on that date.

Additional information

Related party transactionsBT Funds Management (NZ) Limited is the Manager of the Trust. The ultimate holding company of the Manager is Westpac. Trustee services are provided by The New Zealand Guardian Trust Company Limited. None of these related parties hold units in the Trust.

The Manager is responsible for paying any fees due to the Trustee. The Trustee’s fee is payable out of the Trust if the Manager fails to pay that fee.

All expenses of the Trust have been met by the Manager from 20 June 2008.

The Trust invests solely in a call deposit with Westpac NZ.

The value of investments held with related parties at balance date were:

As at 31

March 2011

As at 31

March 2010

As at 31

March 2009

As at 31

March 2008

$'000 $'000 $'000 $'000

Westpac New Zealand Limited 109,814 185,084 410,642 1,746

The income from investments held with related parties during the period was:Year ended

31 March

2011Year ended 31

March 2010

Year ended 31

March 2009

Period ended

31 March

2008

$'000 $'000 $'000 $'000

Westpac New Zealand Limited 4,523 7,409 18,334 2

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9. Minimum Subscription

There is no minimum subscription amount that must be raised under this prospectus.

10. Guarantors

No applicable disclosures.

11. Acquisition of business or equity securities

No applicable disclosures.

12. Options and Units paid up otherwise than in cash

No applicable disclosures.

13. Interested Persons

The following persons all have an interest in the Trust by virtue of the services they provide to the Trust and the fees they receive:

(a) The Trustee

The Trustee or its nominated companies shall have vested in it the investments and other property that are subject to the Trust. The Trustee’s entitlement to be reimbursed for expenses and be paid a fee is described in section 6.1.5 of this prospectus. The fees payable to the Trustee are limited as described in section 6.1.5 of this prospectus. The entitlement to reimbursement of expenses is unlimited under the Trust Deed.

(b) The Manager

The Manager is responsible for the day to day administration of the Trust and its investments, including the maintenance of appropriate unitholder records, providing unitholders with the information required by statute, recording and reconciling investments, calculating and paying benefits and preparing and filing tax returns for the Trust. The Administration Managers undertake a number of these administration tasks on behalf of the Manager. The fees paid to the Manager are detailed in section 6.1.5 of this prospectus. The fees paid to the Manager are limited as described in section 6.1.5 of this prospectus. The Manager is also entitled to reimbursement of expenses from the Trust, including those relating to administration services provided by the Administration Managers, which may include unit registry, asset registry and investment accounting costs and costs associated with the provision of

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certain financial information relating to the Trust. The Manager’s entitlement to reimbursement of expenses and to be paid a fee is described in more detail in section 6.1.5. The entitlement to reimbursement of expenses is unlimited under the Trust Deed.

(c) Administration Managers

The Administration Managers undertake a number of the administration functions of the Trust, as delegated by the Manager.

The fees paid to the Administration Managers in respect of the Trust are not limited by the Trust Deed.

(d) Westpac NZ and Westpac

Westpac NZ and Westpac provide banking services to the Trust.

The Trust may invest (directly or indirectly) in securities issued by Westpac, Westpac NZ and other associated persons (in terms of the Securities Act 1978) of Westpac and Westpac NZ. This may include deposits or short term cash facilities with Westpac and Westpac NZ. As at the date of this prospectus, the assets of the Trust are invested solely in a New Zealand dollar interest bearing account with Westpac NZ.

The Trust is marketed and distributed by Westpac NZ.

(e) Directors

Directors of the Manager, Administration Managers, any investment manager or underlying investment manager and the Trustee or the Custodian may from time to time hold units in the Trust.

(f) Investment Arrangements

The Trust may directly or indirectly invest in other funds where the trustee, manager, investment manager or responsible entity is the Manager, or is an associated person (in terms of the Securities Act 1978) of the Manager. If the Trust invests in such funds, the Trust will not pay the entry fee (if any) and any management fee payable to the fund will either not be collected by the fund or if collected, will be rebated in full to the Trust. If the trustee of those funds is the Trustee (or an associated person), then in addition the trustee fee relevant to those funds will not be charged to the Trust. Any other fees or expenses are not rebated and will affect the value of the Trust. A "spread" between the issue price, and withdrawal amounts, could also exist in funds in which a Trust invests. This will not represent a fee to any party.

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14. Material Contracts

The following material contracts have been entered into in respect of the Trust during the two years preceding the date this prospectus was registered, other than in the ordinary course of business:

On 11 March 2010, BT entered into a Services Agreement with MMc Limited ("MMc"), under which MMc is to perform certain administrative functions for BT, on behalf of the Trust. MMc is liable to BT, on behalf of the Trust, for the performance of MMc’s obligations under the arrangement.

On 11 February 2010, BT entered into a Registry Services Supply Agreement with Trustees Executors Limited ("Trustees Executors"), under which Trustees Executors is to perform certain administrative functions for BT, on behalf of the Trust. Trustees Executors is liable to BT, on behalf of the Trust, for the performance of Trustees Executors’ obligations under the arrangement.

15. Pending Proceedings

There are no pending proceedings or arbitrations at the date of this prospectus which may have a material adverse effect on the Trust.

16. Issue Expenses

The estimated amount of issue expenses (which consist of legal expenses, prospectus registration fees and other incidental expenses) is $40,000.

The Manager may pay brokerage at rates determined by the Manager in respect of any application and servicing commission on the amount that any approved investment adviser has placed with the Manager. These payments are not paid for by the Trust but rather by the Manager out of its own money.

17. Other Terms of Offer and Units

InvestingApplications will only proceed on the basis of the completion of the Application Form found at the back of the investment statement.

You need only complete the application and lodge it, together with your cheque made payable to Guardian Nominees Limited and crossed "not transferable", with:

- any branch of Westpac in New Zealand, or with an investment adviser, for delivery to "The Manager", BT Funds Management (NZ) Limited;

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- your authorised investment adviser, for prompt delivery to BT Funds Management (NZ) Limited;

- or post to:Freepost 802 (no stamp required), BT Funds Management (NZ) Limited, PO Box 695, Wellington 6140, telephone 0800 738 641.

All units are issued and applications accepted at the discretion of the Manager and the Manager reserves the right to decline applications in whole or in part or postpone the processing of an application pending receipt of cleared funds. If an application is declined, the application money receivedwill be refunded without payment of interest.

Units will be issued at the appropriate Allocation Price. Investors should note that the Allocation Price applied to applications will be the price applicable for the time of receipt of both the valid application and cleared funds by the Manager. This Allocation Price may vary from the price applicable on the day of mailing or lodgement.

Where regular payments are made, the Allocation Price will be the price applicable to the date on which each regular payment is received.

It should be noted that receipt by an investment adviser or Westpac NZ is not receipt by the Manager, the Trustee or Guardian Nominees Limited. No application shall be deemed to have been received by the Manager, the Trustee or Guardian Nominees Limited before it has actually been received.

Statement of HoldingsThe Manager is required to issue a written statement of holdings to all unitholders at six monthly intervals. As at the date of this prospectus the Manager intends to issue quarterly statements. The statement will provide an updated summary of the number of units held by the registered unitholder.

A statement of holdings is also available at any time on request to the Manager.

Investment AdvisersAuthorised investment advisers who are not employees of Westpac NZ or Westpac will hold a Confirmation of Authority issued by the Manager and this is available on request either from the adviser or the Manager. These investment advisers are therefore in all respects acting as an agent of the applicant and not the Manager, the Trustee or Guardian Nominees Limited.

TaxationThe following is a general statement only relating to the Manager’s understanding of the current New Zealand income tax law as it affects the Trust and New Zealand resident individual investors.

Different tax rules may apply in respect of New Zealand resident investors who are not individuals and in respect of non resident investors.

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Taxation legislation, its interpretation and the rate and basis of taxation may change. The application of taxation laws depends on your individual circumstances.

The Manager and the Trustee do not take any responsibility for the taxation liabilities of particular investors. Investors should seek their own independent professional advice as to their particular tax position.

Underlying investors should seek advice from their custodial service as to how their taxable income will be treated.

The Trust is a PIE for tax purposes.

Trust taxed on financial arrangements

The Trust will be subject to tax on any gain from its financial arrangements.

Trust taxed at unitholders’ PIR

The Trust will allocate its taxable income for a period to its unitholders by reference to the number of units held by each unitholder. The Trust itself will pay income tax on any taxable income which is attributed to unitholders that are natural persons (which means in this section, persons in the ordinary sense of the word, as opposed to trusts, companies and other entities), non residents or trusts (other than a unit trust) which elect to have the tax on their share of the Trust’s taxable income paid by the Trust ("Tax Paid Unitholders") at the PIR notified by unitholders. The current applicable PIRs for unitholders are as follows:

a 10.5% rate will apply for a New Zealand tax resident natural person who earned $14,000 or less of taxable income (excluding income from PIEs) and $48,000 or less in total of taxable income (including net PIE income after subtracting losses from any PIEs) in either of the last two income years, or a New Zealand tax resident trustee of certain testamentary trustswhich elects to apply the 10.5% rate; and

a 17.5% rate will apply for New Zealand tax resident natural persons who do not qualify for the 10.5% rate, but who earned $48,000 or less of taxable income (excluding income from PIEs) and $70,000 or less in total of taxable income (including net PIE income after subtracting attributable PIE losses) in either of the last two income years, or a New Zealand tax resident trustee of a trust (but not a unit trust or a charitable trust) which elects to apply the 17.5% rate; and

the 28% rate will apply for all other unitholders who do not qualify for the 17.5% or 10.5% rate, and are not Zero Rated Unitholders (discussed below).

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Income years generally commence on 1 April in any year and end on 31 March in the following year.

The Commissioner of Inland Revenue can require the Trust to disregard the PIR notified by a unitholder if the Commissioner considers the rate is incorrect. In such cases, the Trust must apply the rate that the Commissioner considers appropriate.

Tax Paid Unitholders will not be directly entitled to any net losses or excess tax credits of the Trust which are attributable to them. However, the Trust may in certain circumstances be entitled to a refundable tax credit in respect of such losses or excess credits, which it will pass on to the Tax Paid Unitholders (either as a cash distribution or by the issue of additional units).

A unitholder that is a New Zealand tax resident company (including a unit trust and a group investment fund, other than a designated group investment fund), charity, PIE, PIE Investor Proxy or superannuation fund or trustee of a trust (that has not elected another PIR) and which provides its IRD number to the Trust will have a PIR of 0% ("Zero Rated Unitholders"). For Zero Rated Unitholders, the unitholder itself rather than the Trust will have to account forany income tax (PIE tax) on income attributed to it, provided the unitholder notifies the Trust that it qualifies as a Zero Rated Unitholder. These unitholders will receive the benefit of any losses or excess tax credits of the Trust directly. Zero Rated Unitholders will be subject to tax on any taxable income attributed to them regardless of whether it is actually distributed to them.

Trusts (including family trusts but not unit trusts or charitable trusts) may elect to either be Zero Rated Unitholders or Tax Paid Unitholders (in the latter case the Trust will pay tax on their attributed taxable income at the elected PIR). Trustees that elect a PIR that is lower than the highest PIR must return the PIE income and pay any applicable tax themselves (with a credit for tax paid by the Trust in respect of the PIE income attributed to the trustee).

The result of the above is that the Trust will pay tax on behalf of some unitholders but not others.

To ensure unitholders bear their appropriate share of tax, the Trust will adjust either:

the units held by Tax Paid Unitholders by:

o redeeming units when there is tax payable; or

o issuing additional units for no consideration when there is a refundable tax credit; or

the distribution, redemption, repurchase or transfer entitlement of Tax Paid Unitholders (by deducting the amount of tax paid on their behalf).

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The Trust currently intends to reflect PIE tax by cancelling for no consideration units of a unitholder equal in aggregate value to the PIE tax paid by the Trust in respect of that unitholder. This cancellation will usually occur after the end of the Trust’s income year. However, if a unitholder redeems, withdraws or transfers units during the year, then immediately prior to the redemption, withdrawal or transfer, the Trust will cancel units held by the unitholder equal in aggregate value to the PIE tax on the income attributable to those units.

Unitholders’ failure to advise the correct PIR

Tax Paid Unitholders who supply the correct PIR (other than trustees who elect a PIR that is lower than the highest PIR) will not have any further personal New Zealand tax liability in respect of taxable income attributed to them from the Trust (as any tax on that taxable income is payable by the Trust itself).

If a unitholder does not provide their PIR and IRD number, then tax will be deducted at the highest PIR (currently 28%).

If a unitholder advises a lower PIR than their applicable rate, or does not advise a change to a higher rate, the unitholder may be obliged to pay any tax shortfall (plus any interest and penalties) and may be required to file a tax return. Any excess tax paid on a Tax Paid Unitholder’s behalf if the unitholder notifies a higher PIR than they are entitled to, cannot be claimed back as PIE tax is a final tax for Tax Paid Unitholders.

Joint investors are currently treated as a single unitholder with a PIR equal to the highest PIR of the joint investors. Both investors must notify the Manager of their PIR and IRD number, or tax will be deducted at the highest PIR(currently 28%).

Unitholders must inform the Manager if their PIR subsequently changes (except where a change is due to a change in the statutory tax rate rather than a change in their income).

Unitholders not taxed on direct redemptions

No income tax should be payable on the gains made on the direct redemption of units by the Trust.

Tax for traders on their sales

A unitholder should not be subject to tax on any gain made from the transfer of units or the repurchase of units by the Manager, provided that:

the unitholder does not carry on a business of dealing in such securities or in respect of which the sale of such securities is an ordinary incident;

the units were not acquired for the dominant purpose of resale; and

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the gains on the sale of units have not been derived from an undertaking or scheme entered into or devised for the purpose of making a profit.

In other cases, the unitholder may be subject to tax on any gain made from the transfer of units or the repurchase of units by the Manager (and may be entitled to a deduction for any loss), unless either:

the unitholder is a PIE or is exempt from tax (such as a charity); or

the transfer is effected by cancelling the units held by the transferor and issuing new units to the transferee (which is how the Trust currently intends to effect transfers).

No tax on distributions

Unitholders are not taxable on any distributions to them by the Trust. While the Trust remains a PIE, the Manager may elect to deduct from distributions made to a unitholder an amount equal to the tax (if any) paid by the Trust on the net income attributed to the unitholder as an alternative to redeeming the unitholder’s units for no consideration to fund this tax liability (although it does not currently intend to do so). Accordingly, where the Trust is a PIE, unitholders may receive differing net distributions.

Tax Related AdjustmentsIn this prospectus, wherever there is a reference to the redemption, repurchase, transfer or transmission of units or to withdrawing units, this is a reference to such units that remain after any adjustment to the number of units at that time to reflect tax paid or payable on income attributed to the unitholder under the PIE tax regime.

Advantages of the Trust as a PIEAs a PIE, the Trust may provide individual and trustee unitholders with a benefit over holding assets or investments directly. This is because, as described above, the Trust pays tax on income attributed to each unitholder at the unitholder’s notified PIR at a maximum rate of 28%. No further tax will be payable by the taxpayer on the attributed income provided the correct PIR has been notified (except for trusts which notify a PIR of less than 28%).

Individual unitholders with a marginal tax rate that is more than 28% who have a PIR of 28% will therefore pay less tax than holding assets or investments directly. A trust with a 33% tax rate may notify a PIR of 28% and may also save tax.

The Trust may also provide a benefit to individual unitholders who would be subject to withholding tax on investment income earned directly. Tax is generally not payable on the income earned through the Trust, as a PIE, until the earlier of the time the unitholder withdraws some or all of their units, or on or around the end of the tax year. An earlier tax payment may occur if the Manager considers it necessary or desirable to enable compliance with the PIE tax regime.

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For certain individual investors, investing in the Trust could result in more tax being paid than would have been paid had assets or investments been held directly. Each unitholder should therefore seek individual tax advice to determine whether investing in the Trust is suitable for them.

18. Financial Statements and Auditors Report

The financial statements for the Trust for the year ended 31 March 2011 are prepared in compliance with the Unit Trusts Act 1960 and the Financial Reporting Act 1993. The full audited financial statements were registered with the Companies Office on 22 August 2011.

The Auditor's report on the financial statements for the year ended 31 March 2011 in relation to the Trust, dated 5 August 2011 did not refer to afundamental uncertainty and was not qualified in any respect.

The Auditor's report on the summary of the financial statements is attached at the end of this prospectus in Appendix 1.

19. Places of Inspection of Documents

Investors are invited to inspect without fee the latest Annual Report of the Trust, Trust Deed (including any amendments) and any material contract referred to in this prospectus at the principal place of business of the Manager during normal business hours. The principal place of business is Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand. Copies of these documents are available from the Manager for a fee, which is currently 20 cents per page.

A copy of the latest audited financial statements may also be obtained from the Manager, for no charge, or they may be inspected at the principal place of business of the Manager during normal business hours.

Copies of the Services Agreement between BT and MMc dated 11 March 2010 and the Registry Services Supply Agreement between BT and Trustees Executors dated 11 February 2010, are available for inspection at the offices of BT (during normal business hours and free of charge) and may also be viewed on BT’s file on the Companies Office website at www.business.govt.nz/companies (free of charge) (search the register for BT Funds Management (NZ) Limited). The copies of those agreements shall exclude the provisions set out in the schedule to the Securities Act (BT Funds Management (NZ) Limited) Exemption Notice 2010. These provisions have been excluded from the copies of the agreements available for inspection because they contain commercially sensitive information. The excluded provisions relate to:

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the fees payable by BT to MMc and Trustees Executors for the respective services they provide, including clauses relating to possible reductions of those fees; and

the minimum amount of insurance that MMc and Trustees Executors must maintain.

The directors of BT warrant to investors that the exclusion of the excluded provisions from the Services Agreement and the Registry Services Supply Agreement referred to above do not make the prospectus misleading in any material particular by reason of a failure to refer, or give proper emphasis, to any adverse circumstances.

Copies of the above documents may be viewed on the Manager’s file on the Companies Office website at www.business.govt.nz/companies. Copies may also be obtained (on payment of the relevant fee) by telephoning the Ministry of Economic Development Business Service Centre on 0508 266 726.

20. Other Material Matters

Changes of practiceWhere a practice of the Manager is referred to or the description "generally", "normally" or "currently" is used in this prospectus in relation to a practice, the reference is to the practice of the Manager at the date of this prospectus. The Manager reserves the right to review and change its practices without further notice within the terms of the Trust Deed.

RisksRisk is the likelihood of you not getting all your money back, or getting a lower return than you expected. All investments have some level of risk.

Some examples of the risks that may produce this result and are involved in an investment in the Trust are:

Interest rate risk: the value of, or yield from, the Trust’s investments or potential investment opportunities is undermined by interest rate changes. The interest rate set by Westpac NZ that is payable on the Trust’s depositswith Westpac NZ will be affected by a range of factors including the performance of Westpac NZ, economic and market conditions and the regulatory environment;

Market risk: changes in domestic or international economic, political, market, tax or regulatory conditions occur and impact on the Trust or its investments;

Credit risk: a borrower or other counterparty defaults. As at the date of this prospectus, the Manager invests all of the Trust's assets in deposits with Westpac NZ, so its investments are not currently diversified. Theinsolvency, receivership, voluntary administration, liquidation or statutory management of Westpac NZ could affect your investment or returns;

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Contractor risk: a third party contractor fails to properly provide services to the Trust;

Product risk: changes may be made to the Trust from time to time in accordance with the Trust Deed, including to the Trust’s objectives, terms, underlying investment managers, minimums, or the Trust may be closed or terminated;

PIE related risks: if the Trust fails to satisfy the PIE eligibility criteria (as set out in the Income Tax Act 2007), and that failure is not remedied within the period permitted under that Act, the Trust may lose its PIE status in which case the Trust will be taxed as a unit trust at, as at the date of this prospectus, 28% on its taxable income. The Manager has implemented processes to monitor ongoing PIE eligibility compliance for the Trust, and has a number of powers available to it to proactively manage this risk. You may incur a tax liability as a result of advising the wrong PIR or failing to advise the Manager when your PIR increases.

Regulation risk: any change in tax or other applicable legislation or regulation could impact on the Trust's returns.

Operations risk: risks associated with a failure of internal processes and procedures, fraud, litigation, disruption to business by industrial disputes, systems failures, pandemics, natural disasters and other unforeseen external events which might affect the business of the Manager or the Trustand its investments.

You are not liable to pay money to anyone if the Trust or the Manager become insolvent. If the Trust or the Manager are liquidated or wound up, creditors’ claims rank ahead of unitholders’ claims. All unitholders’ claims rank equally.

ComplaintsThe Manager is a member of the independent dispute resolution scheme operated by the Banking Ombudsman and approved by the Ministry of Consumer Affairs, for the purposes of the Financial Service Providers (Registration and Dispute Resolution) Act 2008.

Under the terms of this scheme, the Manager has three months to resolve your complaint. If you are not satisfied by the Manager’s response you may refer the matter to the Banking Ombudsman. Level 11, BP House,20 Customhouse Quay, Wellington 6011

Email: help@bankomb.org.nzPhone: 0800 805 950.

Write to:Freepost 218002PO Box 10573, The Terrace,Wellington 6143.

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Deed of Arrangements and Deed of IndemnityThe Trustee has entered into a Deed of Arrangements with the Manager, pursuant to which the Manager and its authorised agents will undertake certain of the day to day administrative functions of the Trust (and other unit trusts of which they are both Trustee and Manager) that would otherwise have been performed by the Trustee. The Deed of Arrangements is dated 13 March 2009 (as amended on 22 February 2010).

Westpac Holdings-NZ-Limited has entered into a Deed of Indemnity with the Trustee, indemnifying the Trustee in respect of actions to be performed by the Manager and its authorised agents under the Deed of Arrangements referred to above. The Deed of Indemnity is dated 13 March 2009, which also applies to the Trust.

21. Manager’s Statement

In the opinion of the directors of the Manager, after due enquiry by them:

a) the value of the Trust’s assets relative to its liabilities (including contingent liabilities); and

b) the ability of the Trust to pay its debts as they become due in the normal course of business,

has not materially and adversely changed during the period between the date of the latest financial statements referred to in this prospectus and the date ofregistration of this prospectus.

22. Unit Trustee’s Statement

Please refer to the following page of this prospectus for the Unit Trustee’s Statement.

A signed copy of this prospectus, together with copies of the documents required by section 41 of the Securities Act 1978 to be attached to this prospectus, being any material contracts not previously filed and the Auditor's Report and consent, were or have been delivered to the Registrar of Financial Service Providers for registration under section 42 of the Securities Act 1978