Elevation Capital Value Fund Prospectus

PROSPECTUS ELEVATION CAPITAL VALUE FUND 18 SEPTEMBER 2015

ELEVATION CAPITAL VALUE FUND

PROSPECTUS 18 September 2015

2 This Prospectus is dated 18 September 2015.

For the purposes of clause 6(3) of Schedule 4 to the Financial Markets Conduct Act 2013, we have elected that the Securities Act 1978 applies to the offer of Units in the Elevation Capital Value Fund (the Fund) set out in this Prospectus. Accordingly, this prospectus has been prepared in accordance with the Securities Act 1978 and the Securities Regulations 2009.

The Financial Markets Conduct Act 2013 repealed a number of enactments on 1 December 2014. However, under transitional arrangements in respect of the Financial Markets Conduct Act 2013 those repealed enactments will continue to apply to the Fund until the earlier of 30 November 2016 or the date the Fund opts in to the Financial Markets Conduct Act 2013.

The information set out in this Prospectus is required by Schedule 4 of the Securities Regulations 2009 and is set out in the same order as that Schedule. Listing of the securities which are the subject of this Prospectus is not sought on any stock exchange.

All legislation referred to in this Prospectus can be viewed at www.legislation.govt.nz.

A glossary of defined terms is set out at the back of this Prospectus.

1.

Description of the Unit Trust (1)

Units Offered The investments offered in this Prospectus are units in the Fund. Units in the Fund may be subscribed for under this Prospectus.

(2)

Fund Establishment The Fund was established in Auckland under the Unit Trusts Act 1960 (the Act) on 28 October 2008.

(3)

Fund Termination The period of the Fund commenced on 28 October 2008 and will terminate upon the earlier to occur of: 18 November 2086; the date on which the Unitholders resolve to terminate the Fund by Ordinary Resolution; and the termination date notified by the Manager to the Trustee and the Unitholders of the Fund by at least 30 days' notice in writing.

Upon termination of the Fund, the Trustee is obliged to sell all Investments of the Fund, in accordance with the procedure in the Master Trust Deed.

The Trustee is entitled to retain such amount it considers necessary to pay all liabilities (including contingent liabilities), fees (including the Trustee’s fees and the Manager’s fees), costs and expenses of the Fund and to distribute the balance amongst the Unitholders in proportion to the number of Units held by them in the Fund.

The Trustee may make interim distributions on account of the moneys to be distributed to Unitholders if in its opinion it is expedient to do so.

(4)

Description of Units The beneficial interest in the assets of the Fund is divided into Units, which are of equal value to each other and give an equal interest in the Fund. A Unit in the Fund does not give a Unitholder any interest in any particular part of the Fund or in any particular asset of the Fund.

3

The Fund is a portfolio investment entity as defined in the Income Tax Act 2007.

Investment Policy The principal activity of the Fund is investment in Authorised Investments that meet the Fund’s investment policy. In particular, the Fund seeks to provide investors with long-term capital growth and income by directly investing in shares and equity securities (both domestic and international), while at the same time adhering to a “Margin of Safety” investment philosophy.

The strategy of the Fund is to primarily invest in shares and equity securities (listed and unlisted, domestic and international) trading at a discount to their net asset value/intrinsic value*, with low debt levels** and which have a history of paying dividends and/or returning capital to shareholders.

The Fund must invest in Authorised Investments in accordance with its investment policy described below.

The Fund invests according to the following criteria: the principal investments will be shares and equity securities (listed and unlisted, domestic and international) and cash*** may be held in lieu; the maximum exposure to any equity security listed on a recognised exchange is limited to 5% of the net asset value of the Fund; the Fund will not utilise leverage; the Fund will not utilise derivatives (other than foreign forward contracts and currency options). At the date of this Prospectus the Fund is unhedged; the Fund will not undertake short-selling; investments in unlisted shares (i.e. companies not listed on the primary stock exchange in any country) is restricted to a maximum total exposure of 10% of the Net Asset Value of the Fund with each individual position capped at 5% of the Net Asset Value of the Fund (this excludes fully fungible ADR’s or ADS’s); the Fund may seek to hedge any single foreign currency exposure greater than or equal to 10% of the Net Asset Value of the Fund (as at the date of this Prospectus, the Fund is currently unhedged).

From time to time the Fund’s investments may vary from the above criteria due to market conditions. If this occurs, Elevation Capital Management Limited (Elevation Capital, the Manager, we, us or our) will endeavour to revert to the investment criteria as soon as practicable. * Net Asset Value / Intrinsic Value – is also referred to as “Private Market Value”. Collectively we define them as the value an informed industrialist / acquirer would pay to purchase assets with similar characteristics. We measure Net Asset Value / Intrinsic Value or Private Market Value by scrutinising on and off balance sheet assets, liabilities and free cash flow. We also examine valuations and transactions in the public domain to formulate our view of possible future value. ** Low Debt Levels – can be assessed relative to tangible and/or intangible assets, free cash flow, the industry in which a company operates, or versus peers within an industry. *** We view cash as an integral component of our investment strategy alongside patience as it affords us the opportunity to acquire what we

4 assess to be discounted assets at potentially an attractive price based on a long-term investment horizon.

(5)

No Maximum size to the Fund There is no maximum number or amount of Units which may be issued in the Fund.

(6)

Unit Prices Units in the Fund are issued at the Issue Price and redeemed at the Redemption Price. Issues and redemptions must take place on, or with effect from, a Valuation Day. Valuation Days are the last Business Day of each month, unless we notify Unitholders otherwise.

Issue dates Units will be issued on or with effect from the Valuation Day following receipt of application moneys or, if application moneys are received by 5pm on a Valuation Day, Units will be issued on that Valuation Day. If application moneys are received later than 5pm on a Valuation Day, the application will be processed on the next Valuation Day. All application moneys will be held on trust for subscribers in the “NZGT Elevation Capital Applications� bank account until the Units are issued.

Any interest earned on application moneys pending issue of Units will be credited to the Manager to cover the costs of administering this bank account.

Changes to Issue Dates We may change the frequency of Valuation Days and the period of notice before a Valuation Day for making applications for investment or for giving Redemption Requests.

The Issue and Redemption Prices for the Fund are as follows: Issue Price Net Asset Value per Unit

Redemption Price Net Asset Value per Unit

The Net Asset Value per Unit is determined on the Valuation Day on which, or with effect from which, the relevant Unit is issued by dividing the Net Asset Value of the Fund by the number of Units on issue on that Valuation Day. The minimum initial investment for the Fund is currently NZ$5,000 with minimum subsequent investments of NZ$100. We may vary such minimum amount from time to time at our discretion, without prior notice. We may also accept applications for amounts less than the minimum amount.

Regular contributions can be made by completing the direct debit form attached to the investment statement. The minimum regular contribution is NZ$100.

The number of Units that you will receive when you subscribe for Units will be determined by dividing your investment amount by the Issue Price on the Valuation Day on which, or with effect from which, the Units are issued.

Fractions of Units will be rounded up or down to two decimal places at the discretion of the Manager.

We may fix the minimum number or value of Units that may be redeemed. At the date of this Prospectus, the minimum value of Units

5 which can be redeemed is NZ$1,000 providing the balance remains not less than the minimum investment value of NZ$5,000.

(7) 2.

No fees are charged for issuing or redeeming Units.

Managers and Promoters (1)

The Manager of the Fund is Elevation Capital Management Limited. Our registered office is at C/- Harmos Horton Lusk Limited, Level 37, Vero Centre, 48 Shortland Street, Auckland 1010.

The Manager is a Registered Financial Service Provider - FSP # 9601.

The directors of the Manager are: Craig Hamilton Stobo (Chairman) of Auckland, Andrew William Harmos of Auckland, and Christopher Grant Swasbrook of Auckland.

Brief details of the directors follow.

Craig Stobo is Chairman, a shareholder of the Manager and a professional director.

Craig Stobo graduated from Otago University in 1981 and Wharton Business School in 2004. He has worked as a diplomat, economist, investment banker, and was formerly the Chief Executive Officer of BT Funds Management Limited. He has authored reports for the NZ Government on “The Taxation of Investment Income” in 2004; for the Taupo Group on “Creating Wealth for New Zealanders” in 2008; and chaired the Government’s International Fund Services Development Group in 2010/11.

Craig is currently an independent Chairman of NZX listed companies Precinct Properties New Zealand Limited and Fli-way Group Limited, AIG Insurance New Zealand Limited and the NZ Local Government Funding Agency. He is the inaugural Chair of the Establishment Board of the Local Government Funding Agency. He also is a shareholder and director of a number of other private companies including Appello Services Limited and Saturn Portfolio Management Limited.

Andrew Harmos is a Non-Executive Director and shareholder of the Manager. He is a founding partner of Harmos Horton Lusk Limited, a specialist corporate legal advisory firm, established in 2002.

Prior to the formation of Harmos Horton Lusk Limited, Andrew was a partner of Russell McVeagh from 1986 to 2002. Andrew is a Director of ASX listed Scentre Group Limited which owns and operates major shopping centres throughout Australia and New Zealand, AMP Life Limited & National Mutual Life Association of Australasia (providers of life insurance and investment services in Australia and New Zealand), Pascaro Investments Limited, a dairy farming investment company and was formerly Chairman of NZX Limited (the company which operates New Zealand's listed debt and equity security markets).

Andrew graduated from the University of Auckland with a BCom LLB (Hons) in 1981.

6 Christopher Swasbrook is Managing Director and a shareholder of the Manager.

He was previously a partner of Goldman Sachs JBWere Pty Limited and Co-Head of Institutional Equities at Goldman Sachs JBWere (NZ) Limited.

His stockbroking career began in 1995 when he was employed as an equity analyst at ANZ McCaughan Securities (NZ) Limited.

Christopher is currently a member of the NZX Listing Sub-Committee and the NZ Markets Disciplinary Tribunal. He is also Acting Chairman of NZX listed Bethunes Investments Limited and a Director of Peter Webb Galleries Limited (Webb’s).

Christopher graduated from the University of Auckland with a BCom (Economics) in 1995.

All of the above directors can be contacted at: Elevation Capital Management Limited, C/- Harmos Horton Lusk Limited, Level 37, Vero Centre, 48 Shortland Street, Auckland 1010.

The directors may change from time to time without notice to Unitholders.

3.

(2)

The Manager is a subsidiary of Elevation Capital Limited.

(3)

The Manager is not the manager of any other unit trusts.

(4)

There is no promoter of the Fund.

(5)

MMC Limited is the Administration Manager of the Fund. There is no separate investment manager of the Fund. This function is performed by the Manager.

(6)

None of the Manager, the Administration Manager nor any director of the Manager or the Administration Manager has during the five years preceding the date of registration of this Prospectus been adjudged bankrupt or insolvent, convicted of any crime involving dishonesty, prohibited from acting as a director of a company or placed in statutory management, liquidation, voluntary administration or receivership.

Registrar, Custodian, Sub-Custodian, Auditor, Advisors and Experts (1)

The names of the Registrar, custodian, sub-custodian and Auditor for the Fund are as follows: Registrar: Auditor: Custodian: Sub-Custodian:

MMC Limited, Level 13, 23 Customs Street, Auckland KPMG, KPMG Centre, 18 Viaduct Harbour Avenue, Auckland Public Trust, Level 11, 141 Willis Street, Wellington BNP Paribas, Level 13, PWC Tower, 113-119 The Terrace, Wellington

At the date of this prospectus, KPMG is a registered audit firm in terms of section 25 of the Auditor Regulation Act 2011. This registration is subject to the standard conditions that apply to audit firm registrations. KPMG have considered and confirmed their independence as auditor, their quality procedures, and the objectivity of the audit partners and audit staff.

The Manager may remove the Registrar and appoint a replacement.

7

The Trustee may remove the Custodian (and as a result the SubCustodian) and appoint a replacement.

(2)

The name of the Solicitors for the Fund is as follows: Harmos Horton Lusk Limited Level 37, Vero Centre 48 Shortland Street Auckland 1010

(3) 4.

There are no experts named in this Prospectus.

Independence of Unit Trustee and any Custodians The Trustee, the custodian and the sub-custodian are independent of the Manager and the Administration Manager.

5.

Unit Trustee (1)

The Trustee of the Fund is The New Zealand Guardian Trust Company Limited. Its registered office is at Level 14, 191 Queen Street, Auckland.

The directors of the Trustee are: Andrew Howard Barnes of Auckland James Earl Douglas of Auckland Robin Albert Flannagan of Auckland Timothy James Shaw of Auckland The directors may change after the date of this Prospectus. A list of current directors is available online at www.business.govt.nz/companies.

The Trustee has been granted a licence by the Financial Markets Authority (FMA) under section 16(1) of the Financial Markets Supervisors Act 2011 to act as a supervisor in respect of a debt security and as a supervisor in respect of KiwiSaver schemes, Non-fund schemes, specified managed funds and superannuation schemes for a term expiring on 16 March 2018.

Conditions on the licence include a requirement on the Trustee to certify to the Financial Markets Authority that it has sufficient financial resources and independence to support and develop its supervisor business and that it holds adequate professional indemnity insurance for its supervisor business.

A copy of the Trustee’s licence, including the conditions on the licence, can be obtained at the Financial Markets Authority’s website at www.fma.govt.nz.

The Trustee is required to supervise what the Manager does to administer and manage the Fund. The law requires the Trustee to act with the care, diligence, and skill of a prudent person whose job is to act as a trustee.

You can contact the Trustee at the address shown above.

The Trustee’s address may change from time to time. Find out the current address at www.business.govt.nz/companies or by calling the Trustee on 09 909 5100.

(2)

The Trustee was incorporated under the Companies Act 1955 on 7

8 September 1982 in New Zealand and was reregistered under the Companies Act 1993 on 23 April 1997.

6.

(3)

As at the date of this Prospectus, the Trustee’s ultimate holding company is Bath Street Capital Limited, a company incorporated in New Zealand.

(4)

The Trustee is indemnified out of the Fund for all liabilities it may incur in its capacity as trustee of the Fund. Exceptions exist for liabilities incurred by the Trustee from its wilful default or wilful breach of trust.

(5)

Neither the Trustee nor its directors guarantee repayment of the Units or the payment of any earnings on the Units.

Description of Unit Trust and its Development (1)

The Fund was established under a Master Trust Deed and an Establishment Deed. The Master Trust Deed is dated 20 November 2006 as amended and restated on 6 November 2007 and 12 September 2013.

The Establishment Deed is dated 28 October 2008 as amended and restated on 30 September 2011, 19 September 2014 and 19 March 2015.

The Deeds are made between the Manager and the Trustee.

(2)

Following is a brief description of the principal terms of the Master Trust Deed and the Establishment Deed which are not otherwise set out in this Prospectus.

Applications, Issue of Units, Register and Certificates Investors wishing to apply for Units in the Fund must apply in writing or by electronic communication to the Manager who receives the application and arranges for the Administration Manager to bank the application money on behalf of the Trustee. From time to time, we may fix the minimum number or value of Units that may be issued. We may, in our discretion, accept or refuse to accept in whole or in part any application and we are not required to give any reason for such refusal. If we refuse any application, the application moneys will be returned to the applicant without interest.

All application money is held by the Trustee for investment on behalf of investors. All investors are entered on the Unit Register which is kept by the Administration Manager. On issue of a Unit to you, you will receive an initial statement which sets out the number of Units issued. You will then receive periodic statements detailing the number of Units you hold and details of any redemptions or purchases of Units by you within the period covered by the statement.

We may, in our discretion, redeem or treat as void the issue of Units which could result in the Fund losing its status as a Portfolio Investment Entity (PIE) (see page 23 for further details). Where Units are redeemed, we must request the Trustee to pay the Redemption Price for such Units. Where Units are voided, subscription monies are refunded but any compensation is at the discretion of the Trustee in consultation with the Manager.

Redemptions Investors can invest for any period, although Units are only redeemable on a Valuation Day. If you wish to withdraw from the Fund or sell Units in the Fund to us, you

9 must give written notice or electronic communication to us of your wish to withdraw (a Redemption Request). The Redemption Request, which is irrevocable, will be actioned with effect from the first Valuation Day following the date on which the Redemption Request is received, subject to our right to suspend redemptions (refer below). If a Redemption Request is received after 5pm on any day, it will be deemed to have been received on the following Business Day. We may, in our discretion, redeem Units on an earlier Valuation Day. If we accept the Redemption Request, we must pay you the Redemption Price for the Units that you have redeemed within seven Business Days of the relevant Valuation Day. Redemptions will only be paid to the bank account that you nominate on your application form, unless you have otherwise advised us in writing. When we receive a written Redemption Request, but subject to our right to defer redemption in certain circumstances (see below), we will either repurchase the Units to which the Redemption Request relates or request the Trustee to redeem the Units.

We may compulsorily redeem your Units, including fractions of a Unit, on account of any PIE Tax attributable to income allocated to you on such date as we determine, and in all cases, at the Redemption Price applicable on the date of redemption of such Units and if the number of Units held by you and your associated persons would cause the Fund to lose its status as a PIE. We may, but are not obliged to, offer to repurchase (rather than redeem) Units.

Suspension and Deferral of Redemptions If by reason of: the suspension of trading on any securities exchange; or financial, political or economic conditions applying in respect of any financial market; or the nature of any Investment; or a Redemption Request is received or a series of Redemption Requests have been received within a period of three months that in aggregate relate to more than 5% (or such other percentage as we specify from time to time by not less than 30 days prior notice to Unitholders) of the number of Units on issue in the Fund; or the occurrence or existence of any other circumstance or event relating to the Fund or generally; we shall in good faith form the opinion that it is not practicable, or would be materially prejudicial to the interests of any Unitholders in the Fund, for us to give effect to Redemption Requests in respect of the Fund, then we may give a notice to that effect to any Unitholder who gives or has given a Redemption Request in respect of the Fund and suspend the operation of all Redemption Requests in respect of the Fund. We may determine that such Units may be progressively repurchased or redeemed by instalments with effect from one or more Valuation Days falling in a period we determine or in total at the expiration of a period we determine and in any such case the Redemption Price is to be calculated at the Valuation Day or Days on which Units are repurchased or redeemed.

If a Redemption Request is received or a series of Redemption Requests have been received within a period of three months that in aggregate

10 relate to more than 20% of the number of Units on issue in the Fund, we may suspend the right of the Unitholders in the Fund to make Redemption Requests on the following conditions: we must notify the Trustee of our intention to suspend the right of Unitholders to make Redemption Requests; and we must immediately call a meeting of the Unitholders in the Fund to consider the winding up of the Fund or such other action as the Unitholders deem appropriate.

In the above circumstances, there is no express limit on the period of deferral or suspension.

Transfers of Units Subject to our consent, Units may be transferred in the form approved by us. Every transfer must be registered in the Unit Register for the Fund and for this purpose the instrument of transfer, together with the transfer fee (if any), must be sent to the office of the Registrar, MMC Limited at Level 13, 23 Customs Street, PO Box 25-250, Auckland (or, if the Registrar is replaced, the replacement registrar).

A transferor will remain the Unitholder until the transfer is registered in the Unit Register. The Registrar may charge a fee in respect of any transfer or class of transfers. Such fee is to be an amount agreed with the Manager and paid by the transferee Unitholder. There is no limit on this fee. At the date of this Prospectus, the Registrar does not intend to charge a transfer fee.

The Unit Register for the Fund will only be open for the purpose of registering transfers on Business Days provided that we may decline to register transfers of Units for up to 28 days in each year or for longer periods of time with the consent of the Trustee.

From time to time we may specify the minimum number or value of Units which may be transferred and may decline to transfer a parcel of Units which is less than this minimum number or value. At the date of this Prospectus, the minimum value of Units which you can transfer is NZ$1,000 provided your balance remains at least NZ$5,000.

A transfer may be treated as a withdrawal for PIE tax purposes.

As a result of a transfer, we may redeem Units to pay any PIE tax liability in respect of the transferor.

No transfer of Units can be registered unless the Unitholder has paid all duties, taxes and other commission fees and charges in respect of the transfer.

We also have the right to decline a transfer of Units in the Fund if it would result in the loss of PIE status for the Fund, if the transfer would result in a Unitholder holding less than the minimum number or value of Units, if the transfer fails to comply with any law, if the transferee Unitholder fails to pay the transfer fee or if the transfer is during any period when the Unit Register is closed.

The executor or administrator of a deceased Unitholder and the survivor or survivors of those Unitholders are the only persons recognised by us as having title to Units registered in the name of that Unitholder. If, prior to their death, a Unitholder has delivered to the transferee a transfer of Units which was not registered at the time of their death, we may register that

11 transfer.

Transmissions may occur by operation of law. Upon receipt of evidence of capacity or title we consider to be sufficient, either (a) the committee, statutory representative or manager or attorney of a Unitholder of unsound mind or of a Unitholder whose person or estate is liable to be dealt with in any way under the laws relating to mental health or (b) any person becoming entitled to Units in consequence of insolvency, bankruptcy, liquidation or composition with creditors or assignment for the benefit of creditors or scheme of arrangement of any Unitholder or otherwise than by transfer may be registered as the Unitholder in respect of Units or may validly transfer Units.

Manager We are responsible for the day-to-day management and administration of the Fund subject to the provisions of the Trust Deed. For example we are responsible for: all decisions relating to investments, subscription for, sale and redemption of Investments and exercising voting rights attached to Investments; the appointment and removal of investment managers; distributions (if any); valuing the Fund; calculating the Issue and Redemption Prices; processing transactions including issuing, redeeming, repurchasing and transferring Units (and suspending redemption in certain circumstances); reporting on all Investments to the Trustee at regular intervals; maintaining the Unit Register; keeping records and accounts of all Investments of the Fund; all borrowing decisions; and appointing outside advisers.

We may delegate any of our functions but will remain responsible for the acts and omissions of our delegate whether or not the delegate is acting within the terms of its delegated authority. We have delegated various administrative functions to the Administration Manager.

We shall not utilise borrowing or leverage in relation to the Fund. However, we may hedge foreign currency exposures at our discretion.

We have undertaken to ensure that the business of the Fund is carried on in a proper and efficient manner and to give the Trustee or Auditor such oral or written information as may be required relating to the Fund.

We may retire upon giving 90 days’ prior notice to the Trustee subject to the appointment of a new manager. We may be removed from office by the: High Court on the application of the Trustee, any Unitholder or the FMA; Trustee on liquidation, receivership or winding up of Elevation Capital or if the Trustee certifies that it is in the interest of Unitholders that we should cease to hold office; or Unitholders, by a resolution under Section 18 of the Act. The power of appointing a temporary new manager is vested in the

12 Trustee. A permanent new manager must either be appointed by Unitholders or appointed by the Trustee and ratified by Unitholders, in either case by a resolution of Unitholders under Section 18 of the Act. We are indemnified out of the Fund for all liabilities and costs of any litigation or other proceedings, including without limitation legal fees and disbursements, we may suffer or incur in our capacity as manager of the Fund except for liabilities arising from our negligence, fraud or dishonesty.

Trustee The investments will be held by the Trustee or its duly appointed nominee for the benefit of Unitholders.

The Trustee may retire upon giving us 90 days’ notice in writing, subject to (a) all functions and duties of the Trustee being performed, (b) the High Court consenting or (c) the appointment of a new trustee (who must hold a licence under the Financial Markets Supervisors Act 2011) and the transfer to the new trustee of all the investments of the Fund. In addition, the Trustee may be removed from office by the: High Court on our application; or Manager under Part 2 of the Financial Markets Supervisors Act 2011; or FMA, or otherwise as may be permissible by law.

The power of appointing a new trustee is vested in the Manager but if we fail or refuse to exercise this power then a new trustee may be appointed by an Extraordinary Resolution of the Unitholders. We have no power to remove the Trustee.

The responsibilities of the Trustee are set out in detail in the Trust Deed. In particular the Trustee undertakes to: exercise due diligence in carrying out its functions; ensure that any documents of title for Investments are held in safe custody; maintain the Fund and the Investments separate from any other property held by the Trustee; and duly perform its statutory duties.

The Trustee and directors of the Trustee accept no responsibility for any statement made in this Prospectus.

The Trustee is indemnified out of the Fund for all liabilities and costs of any litigation or other proceedings, including without limitation legal fees and disbursements, it may suffer or incur in its capacity as trustee of the Fund except for liabilities arising from its negligence, fraud or dishonesty.

Financial Statements and Auditor Both the Trustee and the Manager are required to account to Unitholders for all moneys received and expended having regard to their respective functions. At the end of each financial year for the Fund, we must prepare the financial statements of the Fund, which must be audited and sent to Unitholders and the Trustee. Alternatively, we may send you a notice informing you how you may obtain a copy of such information.

We select, and the Trustee approves, the Auditor for the Fund.

The

13 Auditor may retire upon giving us 30 days’ notice. We may remove the Auditor at any time with the approval of the Trustee. We may also remove the Auditor on the instructions of the Trustee if the Trustee believes that removal is in the best interests of the Fund and / or the Unitholders.

We will appoint a replacement Auditor with the approval of the Trustee.

The Auditor may be the auditor of the Manager, or of the Trustee, or of any other trust whether of a similar nature to the Fund or otherwise.

Borrowing At the date of this Prospectus, the Establishment Deed does not permit us to direct the Trustee to borrow money or enter into agreements and securities over the Fund’s property.

Expenses The Manager and the Trustee are entitled to be reimbursed out of the Fund (whether from income or capital or both) for costs incurred by them in performing their duties under the Trust Deed in relation to the Fund including: all costs incurred with the acquisition, registration, custody, disposal of or other dealing with any Investments; the fees and expenses of the Auditor; all taxes and duties paid; all costs of convening and holding meetings of Unitholders; any costs of third parties engaged (including fees of external investment managers) by the Manager or Trustee; all costs of preparing, filing with regulators, printing and distributing financial and other statements, cheques, offer documents and any other communications to Unitholders; costs incurred in running the Unit Register; and any other expenses reasonably incurred by the Trustee, Manager or any delegate of the Manager in carrying out their duties under the Trust Deed.

Meetings of Unitholders We are required to summon a meeting of Unitholders of the Fund upon the request in writing of the Trustee, or of one tenth in number of the Unitholders of the Fund, or of a Unitholder (or Unitholders) holding not less than one tenth of the number of Units on issue in the Fund at the date of the request. We may also convene a meeting of Unitholders.

Before convening a meeting of Unitholders of the Fund, we must give at least 14 days’ notice of the meeting to the Unitholders and the Trustee.

We must give notice to the Trustee three days prior to the notice being sent to Unitholders. The notice of meeting must specify the place, day and hour of the meeting and general nature of the business to be transacted but it shall not be necessary to specify in the notice the terms of the resolutions to be proposed.

The quorum for a meeting of Unitholders of the Fund is Unitholders holding not less than 5% of the number of Units in the Fund on issue, present in person or by proxy or by attorney or by authorised representative.

Resolutions are determined by a show of hands unless a poll is demanded. On a poll you have one vote for each Unit held.

14 Where a meeting of Unitholders is convened, we are required to lay before the meeting copies of the last financial statements and summaries of the Fund filed with the District Registrar of Companies in accordance with Section 20 of the Act. Amendments to Trust Deed The Trustee and the Manager may at any time make any amendment to the Trust Deed which affects the Fund if: it is of a formal or technical nature or is made to correct a manifest error; it is necessary or desirable for the more convenient, economical or advantageous working, management or administration of the Fund or safeguarding or enhancing the interests of the Fund and is not or not likely to become materially prejudicial to the Unitholders of the Fund; it is necessary to make any provision of the Trust Deed consistent with any change in the law affecting unit trusts or the tax law affecting PIEs; or it is authorised by an Extraordinary Resolution of Unitholders.

An Extraordinary Resolution can only be passed by a 75% majority of Unitholders voting at a meeting.

In addition, the Manager can amend the definition of “Authorised Investments” for the Fund where the Manager determines that it is in the interests of the Unitholders in the Fund to do so, it gives notice of its intention to vary the definition and Unitholders holding 10% or more of the total Units on issue have not given notice that they disapprove of the proposed amendment within 21 days of the notice given by the Manager.

If Unitholders holding 10% or more of the total Units on issue in the Fund disapprove of the proposed amendment and require a meeting, no amendment shall be made and we will forthwith convene a meeting of those Unitholders to consider the amendment, which will only be made if it is authorised by an Extraordinary Resolution.

Authorised Investments The Fund may only be invested in the Authorised Investments for the Fund.

Authorised Investments for the Fund are defined in the Establishment Deed. Authorised Investments are defined as “any interest of any nature in any real or personal property of any nature whatsoever including foreign exchange contracts and currency options entered into to hedge an exposure to foreign exchange held by the Fund, but does not include other derivatives or other treasury products or any option to acquire or take up any such interest”.

(3)

Subject to the requirement to invest in Authorised Investments in accordance with the Fund’s investment policy, we may direct the Trustee to deal in any way and take any action required in respect of the Investments of the Fund. However the Trustee is not obliged to act on our direction to invest, acquire or otherwise dispose of any Investment if this would be contrary to the provisions of the Trust Deed, the Establishment Deed or any investment policy, contrary to any other provision of law or would manifestly not be in the interests of the relevant Unitholders.

15 (4)

Since commencing business, the Fund has invested in accordance with its investment policy. The principal activity of the Fund is investment in Authorised Investments that meet the Fund’s investment policy. In particular, the Fund seeks to provide investors with long-term capital growth and income by directly investing in shares and equity securities (both domestic and international), while at the same time adhering to a “Margin of Safety” investment philosophy.

We note that the Fund has invested in line with the Authorised Investments outlined in this Prospectus since its inception. The Fund underwent a merger with Elevation Capital Multi Strategy Fund on 30 September 2011.

This merger was approved by Unitholders at a Special Meeting in accordance with the Master Trust Deed.

(5)

The investment objectives and policy for the Fund are described on page 3. The Manager and the Trustee may change the investment policy for the Fund where the Unitholders have been given one month's prior notice and the opportunity to redeem their Units before the variation takes effect. The investment policy change may only take effect once all such Redemption Requests have been actioned. Alternatively, we may change the investment policy for the Fund where the variation has been approved by an Extraordinary Resolution of the Unitholders of the Fund.

(6)

The net performance of the Fund for the previous five financial years ended 31 March is as follows: 31 March 2015 +7.39%

31 March 2014 +10.17%

31 March 2013 +6.37%

31 March 2012 -5.24%

31 March 2011 +9.49%

The above returns are the percentage increase or decrease in the Net Asset Value per Unit over the relevant period plus distributions (if any), after deducting fees (management fees, administration fees, audit fees, trustee’s fees) and tax.

Subsequent period performance details are disclosed on our website, www.elevationcapital.co.nz.

7.

(7)

The Fund has paid distributions of 2.5 cents per unit on 31 March 2013, 2.625 cents per unit on 31 March 2014 and 3.50 cents per unit on 31 March 2015. In each case Unitholders have been given the option to reinvest their distributions in new Units. We intend, where circumstances permit, to continue to provide distributions to Unitholders in the Fund on an annual basis. However, we provide no guarantee (and the Trustee provides no guarantee) with regard to future distributions by the Fund, including as to size or frequency.

(8)

No undertakings are given to Unitholders about the returns from the Fund.

Unitholder liability You do not incur any liabilities from holding Units in the Fund, other than the liability to pay the Issue Price and liability for any PIE Tax on income allocated to you which has not been satisfied by redeeming Units or by deduction from moneys paid to you. (No comment is made in respect of taxes in any jurisdiction outside New Zealand to which you may be subject by virtue of your tax residence or otherwise).

16 You indemnify the Trustee, the Manager and the Fund on account of any PIE Tax attributable to taxable income allocated to you and any related penalties or interest which has not been satisfied by redeeming your Units, or by deduction from moneys to be paid to you. You may also have adjustments made to your Units (and distributions if required) to reflect tax paid or payable on your behalf by the Fund.

8.

Summary financial statements The summary financial statements for the Fund are set out in appendix 1.

9.

Minimum subscription There is no minimum amount which must be raised for the Fund.

10.

Guarantors None of the Trustee, the directors of the Trustee, the Manager, the directors of the Manager, or any other person guarantees the payment of any money payable in respect of any Units or from the Fund.

11.

Acquisition of business or equity securities The Fund has not acquired a business or any equity securities which require disclosure.

12.

13.

Options and units paid up otherwise than in cash (1)

No options to subscribe for Units have been made or are to be issued.

(2)

No Units have been or are to be issued for a consideration other than cash.

Interested persons (1)

The following fees are paid to the Manager, Administration Manager, custodian and Trustee in respect of the Fund: Manager The management fee payable to the Manager is 1.25% per annum of the Net Asset Value of the Fund calculated at each month end. The management fee is paid monthly in arrears.

We plan to reduce the annual management fee as the Net Asset Value of the Fund increases on the following basis: Net Asset Value of the Fund (NZ$) Up to $25m Over $25m up to $30m Over $30m up to $35m Over $35m up to $40m Over $40m up to $45m Over $45m up to $50m

Management Fee (% pa of the Net Asset Value of the Fund) 1.25 1.20 1.15 1.10 1.05 1.00

17 Over $50m

0.95

Administration Manager The fees payable to the Administration Manager out of the Fund for carrying out its administrative functions are up to 0.17% per annum of the Gross Asset Value of the Fund, subject to a minimum fee of NZ$25,000 plus GST per annum. The current fee structure is set out in the table below.

Gross Asset Value of the Fund (NZ$) First $100m Next $100m Next $100m Next $100m Next $100m Balance Minimum fee

Gross Asset Value of the Fund Range (NZ$) $0 - $100m $100 - $200m $200 - $300m $300 - $400m $400 - $500m > $500m

Administration Fee (% pa of the Gross Asset Value of the Fund) 0.17 0.15 0.13 0.11 0.10 0.09 $25,000

The Administration Manager’s fee is calculated and paid at each month end in arrears.

The Manager may remove the Administration Manager and appoint a replacement without notice to Unitholders.

Trustee The Trustee’s remuneration is an annual fee of up to 0.10% of the Gross Asset Value of the Fund, subject to a minimum fee of NZ$5,000 each quarter.

The Trustee’s fee is calculated and paid quarterly in arrears out of the Fund.

In addition the Trustee is entitled to charge special fees for services of an unusual or onerous nature outside the Trustee’s regular services. There is no limit to the amount of special fees.

Nature of services and expenses The Trustee is the supervisor of the Manager and the responsible entity for the Fund. The Trustee has powers set out under the heading “Trustee” on page 12. These services are provided to the Fund on a contractual basis.

All fees and expenses payable or recoverable by the Trustee relate to the performance of its role as trustee.

The Administration Manager provides fund accounting, unit pricing and registry services to the Fund on a contractual basis. All fees and expenses payable or recoverable by the Administration Manager relate to the performance of these services.

The Manager provides global investment management and research services to the Fund. All fees and expenses payable or recoverable by the Manager relate to the performance of its role as Manager.

The custodian and the sub-custodian hold the assets of the Fund on behalf of the Trustee and the Unitholders. These services are provided on a contractual basis. All fees and expenses payable or recoverable by the

18 custodian or the sub-custodian relate to the performance of its role as custodian or sub-custodian, as applicable.

GST GST will be added to any fees, if applicable. GST is currently levied at 15% on the trustee’s fee, the sub-custodian fees and on 10% of the management fee. The fees in respect of which GST will be levied and the GST rate remain subject to review and change by the Inland Revenue in its discretion at any time.

Custodian Fees The custodial services fee is 0.025% per annum of the Gross Asset Value of the Fund (and any other funds which we manage in the future), subject to a minimum NZ$5,000 per annum in total per fund.

The custodian's fee is calculated and paid quarterly in arrears out of the Fund.

The Fund is also subject to sub-custodian, NZ Clear and bank charges which are based on Fund transaction volumes. These fees are difficult to estimate given they are based on Fund transaction volumes on a monthly basis. By way of example, in the year to 31 March 2014 the sub-custodian fees totalled NZ$11,850.82 including GST, and 31 March 2015, the subcustodian fees totalled NZ$12,153.51 including GST. These charges are calculated and paid monthly in arrears out of the Fund.

Transfer fees The Registrar may charge a fee in respect of any transfer or class of transfers. Such fee is an amount agreed between the Manager and the Registrar and paid by the Unitholder acquiring the Units. There is no limit on this fee.

Entry fees The Master Trust Deed provides that the Manager may charge an entry fee on the issuance of Units to a Unitholder to the extent it is provided for in the Establishment Deed.

At the date of this Prospectus the Establishment Deed does not provide for entry fees to be charged.

However, the Establishment Deed can be amended by the Trustee and the Manager in accordance with the Master Trust Deed (see page 14).

Performance fees The Master Trust Deed provides that the Manager may charge a performance fee to the extent it is provided for in the Establishment Deed. At the date of this Prospectus the Establishment Deed does not provide for performance fees to be charged. However, the Establishment Deed can be amended by the Trustee and the Manager in accordance with the Master Trust Deed (see page 14).

Exit fees The Master Trust Deed provides that the Manager may charge an exit fee on the redemption of any Units to the extent it is provided for in the Establishment Deed. At the date of this Prospectus the Establishment Deed does not provide for exit fees to be charged. However, the Establishment Deed can be amended by the Trustee and the Manager in accordance with the Master Trust Deed (see page 14).

Expenses The Manager and the Trustee are also entitled to recover from the Fund, expenses incurred by them in performing their duties. A description of

19 some of these expenses is set out in paragraph 6(2) above under “Expenses”. There is no limit on the amount of expenses that are recoverable by the Manager and the Trustee. No expenses of the Administration Manager may be recovered from the Fund – the Administration Manager pays all of its expenses out of its administration fees.

Total Expenses The total expense ratio (TER) is an industry measure used to calculate and disclose the Fund’s fees and expenses. The TER is not a separate fee, but a means of showing all fees and expenses that Unitholders pay when investing into the Fund.

The TER expresses the expense ratio for a fund or unit of a fund against the average NAV (of the fund or unit respectively) over a given period in the past. The TER should reflect the past record, and should not be an estimate for the present or future. In other words, the TER is the annual percentage reduction in investor returns that would result from operating costs if markets were to remain flat and the fund’s portfolio were to be held and not traded during a period.

The TER includes our management fee as set out in this Prospectus, and any operating and administration expenses as further described in this Prospectus.

The table below summarises the total expenses of the Fund at the end of each financial year: Year Ended

31 March 2014

31 March 2013

31 March 2012

31 March 2011

2.19%

2.04%

1.97%

1.89%

2.55%

2.19%

2.04%

1.97%

1.89%

2.25%

302,056

237,727

286,809

222,971

85,631

0

0

0

0

10,160

NZ$ 13,820,756

NZ$ 11,626,062

NZ$ 14,583,474

NZ$ 11,818,561

NZ$ 3,361,438

31 March 2015 Total Expense Ratio at Year End – including performance fees(%) Total Expense Ratio at Year End – not including performance fees (%) Total Expenses (including performance fees)(NZ$) Performance Fees (NZ$) Average Funds Under Management

Changes to fees Two months’ notice to all Unitholders of the Fund is required for any change to the basis of the Administration Manager’s fees and Manager’s fees for the Fund within the maximum fees detailed. Three months’ notice to all Unitholders of the Fund is required for any change to the basis of the Trustee’s fees for the Fund within the maximum fees detailed. Any change outside of

20 the maximum fees requires the consent of the Unitholders of the Fund by Extraordinary Resolution.

Except as stated below, neither the Manager nor any of its directors or related parties, the Administration Manager nor any of its directors or related parties, nor the Trustee nor any of its directors or related parties, has a material interest in the Fund or any contract or arrangement entered into on behalf of the Fund as at the date of this Prospectus.

Directors of the Manager (or their associated parties) hold Units in the Fund (detailed below as at 31 March 2015. None of the Administration Manager, the Trustee or any of their directors hold Units.

Units held by Elevation Capital Management Limited Directors and Associated Parties as at 31 March 2015: Elevation Capital Value Fund (units) Directors & Associated Parties

14.

721,325 units

Material contracts The only material contracts which have been entered into in respect of the Fund during the two years preceding the date of registration of this Prospectus (other than contracts entered into in the ordinary course of business) are: the deed of amendment and restatement between the Manager and the Trustee dated 19 March 2015 in respect of the Establishment Deed; and the deed of amendment and restatement between the Manager and the Trustee dated 19 September 2014 in respect of the Establishment Deed.

The general nature of the above material contracts is that of varying the governance rules of the Fund so as to reflect investment policies of the Fund and current law.

15.

Pending proceedings There are no legal proceedings or arbitrations that are pending at the date of registration of this Prospectus that may have a material adverse effect on the Fund.

16.

Issue expenses Issue expenses, including legal, accounting and audit fees and regulatory filing fees are estimated to be NZ$14,950 (plus GST) in respect of this Prospectus.

We may pay brokerage or trail commission to third parties at our discretion.

Any commission rates will be subject to negotiation and agreement between the Manager and the relevant third party.

17.

Other terms of offer and units All terms of the offer and all terms of the Fund are set out in this Prospectus except for those implied by law and those contained in the Trust Deed.

21 18.

Financial statements and Auditor’s report The financial statements and Auditor’s report for the Fund for the year ended 31 March 2015 comply with and were registered under the Financial Reporting Act 1993 on 20 August 2015, in accordance with transitional provisions under section 55 of the Financial Reporting Act 2013 and Schedule 4 of the Financial Markets Conduct Act 2013. The Auditor’s report on those financial statements was dated 31 July 2015 and was not qualified or modified in any respect nor did the report refer to any fundamental uncertainty.

The Auditor’s report required by clause 18(4) of Schedule 4 of the Securities Regulations 2009 is attached as appendix 3.

19.

Inspection and obtaining copies of documents Copies of the Trust Deed, the financial statements referred to in section 18 and the other material contracts listed in section 14 and the latest annual report may be inspected during normal business hours without payment of any fee at the office of the Trustee, Level 14, 191 Queen Street Auckland. They can also be viewed on the Companies Office website at www.business.govt.nz/companies under the Manager’s file reference (1873282) and the Fund’s file reference (2217505). Where relevant documents are not available on the website, a request for the documents can be made by telephoning the Ministry of Business, Innovation and Employment Service Centre on 0508 266 726 (toll-free).

20.

Other material matters Taxation The following statements in relation to taxation are of a general nature only and are based on current New Zealand tax legislation, which may change, and are provided for the benefit of New Zealand tax resident investors. Investors who are not resident in New Zealand should note that these statements will not necessarily apply to them. The impact of taxation will vary depending upon each person’s individual circumstance.

You are encouraged to seek professional tax advice. The Manager and the Trustee do not take any responsibility for the taxation liabilities of Unitholders. Your returns are likely to be affected by taxation.

The taxation rules applying to the Fund are set out below. The explanation is based on the Fund remaining a Portfolio Investment Entity (PIE). Should the Fund cease to be a PIE, the taxation rules applied to the Fund may alter.

The Fund has elected to become a PIE. As a PIE, the Fund will allocate all its taxable income (or losses) to its Unitholders based on the number of Units held by them. We will then calculate tax payable on such income allocated to you at your nominated Prescribed Investor Rate. Tax is then paid as described under the “Tax-paying investors” heading below.

Prescribed Investor Rate rules You must notify us of your IRD number and applicable Prescribed Investor Rate when you first invest in the Fund, and when these details change. If you do not notify both your IRD number and Prescribed Investor Rate, you will be taxed on income allocated to you by the Fund at the default rate of 28%. We will seek reconfirmation of these details annually.

22

The Prescribed Investor Rates are as follows: 10.5% and 17.5%: New Zealand resident individual investors have the following Prescribed Investor Rates dependent on their taxable and PIE income in one of the two previous Income Years: Taxable income

Taxable + PIE income

Prescribed Investor Rate

$0 – $14,000

$0 – $48,000

10.5%

$0 – $14,000

$48,001 – $70,000

17.5%

$14,001 - $48,000

$0-$70,000

17.5%

New Zealand resident trusts (excluding unit trusts and charitable trusts) can elect to be taxed at 17.5%. Some New Zealand resident trusts (i.e. testamentary trusts other than charitable trusts) can elect to be taxed at 10.5%.

28%: This rate applies for all other New Zealand individuals, all non-residents and all New Zealand resident trusts (excluding unit trusts and charitable trusts) who have elected to be taxed at this rate.

0% (or “zero-rated”): This rate applies to New Zealand resident entities such as companies, unit trusts, other PIEs, charities, superannuation funds, trusts that have not elected the 10.5%, 17.5% or 28% rates, and nominees and wrap providers that elect to become PIE proxies (such as Custodial Services). An individual cannot elect a 0% rate.

We are required to provide you with an annual tax certificate, which will include the PIE income allocated to you and the amount of tax paid at your nominated Prescribed Investor Rate. This information will be necessary when determining if a rate of lower than 28% can be selected in future.

Tax-paying investors Unitholders with a nominated Prescribed Investor Rate of greater than 0% are referred to as “tax-paying investors”. The Fund’s tax liability on PIE income allocated to its tax-paying investors will be deducted at the earliest of the following times in respect of each Income Year. Tax will be deducted by cancelling Units, (but we reserve the right to also deduct the amount payable from distributions if need be), equal to the value of the tax liability: At the end of the Income Year (following 31 March); Upon a full or partial withdrawal, Units will be cancelled to pay tax the following month; If at any time, the value of your Units is, or could potentially become, insufficient to cover the Fund’s accrued tax liability on income allocated to you, this will be deemed a full withdrawal and tax will be deducted on account of the accrued liability. We will consider potential market movements when determining whether the remaining Units are of sufficient value to cover the tax liability.

A refund of tax will be provided to the Fund to compensate for PIE tax losses or excess tax credits relating to tax-paying investors, which is then allocated to such investors by issuing additional Units.

23 If the correct tax rate has been elected, based on the Prescribed Investor Rate rules, the tax paid on income allocated to tax-paying investors will be a final tax and no obligation to file a tax return (in respect of this investment) will arise to such investors as a consequence. PIE income may impact on your family assistance entitlements, as well as your student loan repayment obligations and any child support payment obligations.

Tax-paying investors must advise us if their Prescribed Investor Rate changes.

Failure to advise will result in tax being assessed at an incorrect tax rate.

Nominating a lower rate than that applicable, will mean that you are personally liable to pay any resulting tax shortfall including penalties and interest and may be required to file a tax return.

Similarly, tax-paying investors should advise us if their Prescribed Investor Rate has fallen. No credit or refund is available if tax has been paid at a higher rate than your correct Prescribed Investor Rate.

Where the value of a tax-paying investor’s Units is not regarded as sufficient, or likely to be sufficient, to fund the PIE tax liability on income allocated to that investor, the Units held by that investor will be redeemed to fund that liability.

Where units are transferred, the transferor will bear the cost of PIE tax on income allocated to those units from the beginning of the Income Year to the date of transfer.

New residents Special rules apply for Unitholders (who are individuals) that have newly become New Zealand tax resident.

If this applies to you, it is likely that you will not have had any New Zealand taxable income in one or both of the two Income Years prior to the Income Year in which you became New Zealand tax resident. However, you must take into account your non-resident foreign sourced income when calculating your Prescribed Investor Rate. The exception is where you reasonably expect that your actual income (in the first Income Year you become New Zealand tax resident or the following Income Year) will be less than your total non-resident foreign sourced income (in the Income Year prior to becoming resident). If you choose to apply this exception, any PIE income allocated to you will need to be included in your tax return.

Transitional residents Special rules also apply for investors who meet the definition of a transitional resident (in the Income Tax Act 2007).

If this applies to you, you must include all foreign sourced income (which may include amounts that are not New Zealand taxable income) when calculating your Prescribed Investor Rate.

Zero-rated investors Unitholders with a nominated Prescribed Investor Rate of 0% are referred to as “zero-rated investors”. If this applies to you, you must return the PIE income/(loss) and pay tax yourself. You will have a tax liability in respect of the PIE income allocated to you by the Fund, regardless of whether the Fund makes any distributions to you. The Fund will not cancel any Units or otherwise adjust your interests for PIE tax, as the Fund does not pay tax on the income allocated to

24 you. You will be entitled to claim your share of excess credits or PIE tax losses in your tax return. You may also claim as a credit any PIE tax paid by the Fund on income allocated to you.

Joint investors For joint New Zealand resident individual investors, income is allocated based on their notification with respect to the first named person in the register only. Any joint investor can be selected if the nominated Prescribed Investor Rates are the same, but if they are different joint investors must select the investor with the highest nominated Prescribed Investor Rate. If no notice of election is received income will be allocated to the first named person at the default rate of 28%.

Distributions to investors Redemption gains and distributions (if any) from the Fund will not be taxable to an investor. Withdrawals will be made by way of redemption of Units. Any redemption losses on Units will not be deductible.

Calculation of income Gains or losses made by the Fund on the disposal of shares in New Zealand resident companies or Australian resident listed companies on an Australian Stock Exchange approved index with franking accounts (excluding certain debt-like shares and stapled securities – i.e. two or more equity/debt securities which are sold as a combined security) will not be taxable or deductible. The PIE regime is designed to ‘pass through’ these benefits to investors, including where the Fund invests in unit trusts that are also PIEs. Dividends received from New Zealand resident and Australian resident listed companies, described above, will be taxable to the Fund.

Foreign equities (including units/shares in offshore funds but excluding the Australian listed equities described above) held by the Fund will generally be taxed under the Fair Dividend Rate (FDR) method in New Zealand’s Foreign Investment Fund (FIF) Rules. Under this method, the Fund is deemed to derive taxable income equal to 5% of the average daily opening market value of its offshore equity investments for the relevant tax year. Dividends and any gains on the foreign equities will not be taxed separately. Equally, losses on foreign equities will not be deductible but any foreign tax credits attached to dividends may be available for offset against tax payable.

Foreign equities offering guaranteed or fixed rate returns; or which are nonredeemable preference shares; or interests in a foreign entity that has assets of 80% or more invested in financial arrangements or fixed rate foreign equities either denominated in or hedged to New Zealand dollars (including where the hedging is undertaken by the Fund); or determined by Inland Revenue to be debt in economic terms, are taxed under the comparative value method, i.e. annual change in market value plus distributions received less costs incurred.

Debt securities, derivatives, foreign exchange contracts, CFD’s (contracts between two parties, typically described as "buyer" and "seller", stipulating that the seller will pay to the buyer the difference between the current value of an asset and its value at contract time), swaps and energy contracts held directly by the Fund are taxed under the financial arrangement rules.

PIEs have restrictions on the percentage of Units in the Fund that any one investor, and associated parties (if the parties each hold interests of 5% or more) can hold. We may redeem or void Units in the Fund exceeding the permitted

25 threshold so as to ensure PIE status can be maintained. If your Units are voided, you will receive a refund of subscription moneys but any additional compensation is at the discretion of the Trustee in consultation with the Manager.

Risks All investments carry risk and the Fund is no exception. There are risks associated with the Fund which could affect your ability to recover the amount of your investments or impact on the level of return or distributions (if any) payable from the Fund as described elsewhere in this Prospectus.

The material risks applying to the Fund that could affect returns (and which are risks applying to most unit trusts generally) are: Market Conditions Risks: Markets are affected by a number of factors, including economic and regulatory conditions, market sentiment, political events, and environmental and technology issues.

Investment Specific Risks: Individual investments can be affected by unexpected changes in the issuing entity, its operations or its business environment.

Investment Strategy Risks: The investment strategy of the Fund may result in the Fund’s returns being different from any sharemarket index and from competing investments / investment products.

Portfolio Specific Risks: The risk of negative returns on the Fund’s investments or that the returns for the Fund are insufficient to meet the applicable expenses.

Liquidity Risks: The Fund may hold a proportion of its assets in cash.

However, if securities are required to be sold to fund redemptions of Units in excess of the amount of the cash held, the lack of a liquid secondary market in some securities may mean those securities are sold at a discount to fair value. This may reduce the Net Asset Value of the Fund and therefore the Redemption Price.

Small & Mid Capitalisation / Unlisted Securities Risks: The Fund may invest in small and mid capitalisation / unlisted companies / securities which tend to be more volatile and less liquid than those of larger capitalisation companies. These securities can be illiquid making them difficult to sell. This has additional risk implications if the Fund received significant levels of redemption requests in a short period of time.

Leverage and Derivative Risks: While the Fund will not utilise leverage (borrowings) it can utilise options and foreign exchange contracts for foreign exchange hedging.

Credit and Interest Rates Risks: Changes in interest rates can have an impact directly or indirectly on investors’ returns. The market value of debt securities is affected by changes in interest rates and the perceived credit quality of the issuer. When interest rates fall or perceived credit quality improves, the market value of the affected debt securities generally rises. Conversely when interest rates rise or perceived credit quality weakens, the market value of the affected debt securities generally declines. The magnitude of these fluctuations will be greater when the maturity of the debt securities is longer.

Currency Risks: The Fund will generally invest in investments denominated in other currencies. This will expose the Fund to movements in foreign currencies, which can have an effect on the New Zealand dollar value of the investments or foreign exchange contracts, or the income from those investments or foreign exchange contracts.

Options Risks: We may make use of options for foreign exchange hedging purposes. On execution of an option, the Fund may pay a premium to a counterparty. In the event of the insolvency or bankruptcy of the

26 counterparty, the option premium may be lost in addition to any unrealised gains where the contract is in profit.

Redemption Risks: A number of Unitholders may seek to withdraw from the Fund at the same time, requiring the Fund to realise investments that may be illiquid and only able to be sold at a discount to fair value. This may result in a reduction in the Net Asset Value of the Fund and therefore the Redemption Price. In certain circumstances we are able to suspend redemptions – see “Suspension and Deferral of Redemptions” in section 6(2).

Regulatory Risks: Future changes to legislation in New Zealand could affect the operation of the Fund, Unitholders’ distributions, or the level or nature of returns from the Fund.

Key Personnel Risks: The Manager is dependent on key personnel.

Resignation or incapacity of key personnel could affect the performance of the Fund.

Administrative Risks: Technological or other failure could impact on the Fund directly or the financial markets in which the Fund invests.

Tax Risks: If PIE status is lost due to an event such as Unitholders reducing to below 20 in number, the Fund may cease to be a PIE, in which case it would be taxed as a widely held unit trust at 28% rather than at investors’ nominated Prescribed Investor Rates. Refer to the Taxation section on page 22 for details of the risk of a full withdrawal being required where the value of your remaining Units is not regarded as sufficient to fund your tax liability. PIEs have restrictions on the percentage of Units any one investor and associated parties (if the parties hold interests of 5% or more) can hold.

Generally no investor, together with such associates can hold more than 20% of the Fund (although this restriction does not apply to investors which are other PIEs or fall within a narrow class of other specified entities). We may redeem or void Units exceeding the permitted threshold so as to ensure PIE status can be maintained. If your Units are voided, you will receive a refund of your subscription moneys, but any additional compensation is at the discretion of the Trustee in consultation with the Manager.

If you advise a lower Prescribed Investor Rate than that applicable or do not advise a change to a higher rate, you will be obliged to pay the tax shortfall plus any interest and penalties, and may be required to file a tax return. If you advise (or are defaulted to) a higher rate than that applicable under the Prescribed Investor Rate rules, the excess tax paid cannot be claimed back as PIE tax is a final tax in this instance. Zero-rated investors may however obtain a credit for any PIE tax paid on income allocated to them.

A trust investor which elects a Prescribed Investor Rate of 28% will be unable to pass-through the PIE income to beneficiaries and have this income taxed at rates lower than 28%.

Refer to the Taxation section on page 24 for details of the manner in which joint New Zealand resident individual investors are allocated income to one investor only, which may impact on that investor’s ability to retain a lower Prescribed Investor Rate.

Any future change in taxation legislation could impact on the Fund's returns.

Past performance is no guarantee of future performance.

Except as set out above, there are no other material matters relating to the Fund other than those set out elsewhere in this Prospectus.

28 GLOSSARY The following capitalised terms used in this Prospectus have the following meanings.

Some of these terms are summaries of definitions in the Trust Deed. For complete definitions, reference should be made to the Trust Deed. References to any legislation includes that legislation as amended or superseded.

Act

The Unit Trusts Act 1960.

Administration Manager

MMC Limited.

ADR

American depositary receipt (ADR) is a stock that trades in the United States but represents a specified number of shares in a foreign corporation. ADRs are bought and sold on American markets just like regular stocks, and are issued/sponsored in the U.S. by a bank or brokerage.

ADS

A U.S. dollar-denominated equity share of a foreign-based company available for purchase on an American stock exchange. American Depositary Shares (ADS’s) are issued by depository banks in the U.S. under agreement with the issuing foreign company; the entire issuance is called an American Depositary Receipt (ADR) and the individual shares are referred to as ADSs. Depending on the level of compliance with U.S. securities regulations the foreign company wishes to follow, the company may either list its shares over-the-counter (OTC) with low reporting requirements or on a major exchange like the NYSE or NASDAQ. Listings on the latter exchanges generally require the same level of reporting as domestic companies, and also require adherence to GAAP accounting rules.

Auditor

The auditor of the Fund.

Authorised Investments

The category of investments which may be included by the Fund as specified in the Establishment Deed.

Business Day

Any day (other than a Saturday or Sunday) on which banks are open in Auckland for business.

Establishment Deed

The Establishment Deed for the Fund dated 28 October 2008 as amended and restated on 30 September 2011, 19 September 2014 and 19 March 2015, between the Manager and the Trustee.

Extraordinary Resolution

A resolution passed by Unitholders by a majority of 75% or more.

FDR

Fair Dividend Rate determined in accordance with the Income Tax Act 2007.

29 FIF

A FIF is a foreign company, a foreign unit trust, a foreign superannuation scheme and/or an insurer under a life insurance policy (where the policy is not offered or entered into in New Zealand).

Fund

The Elevation Capital Value Fund.

Gross Asset Value

In respect of the Fund, and in respect of each Valuation Day, the aggregate value of all of the Fund’s Investments.

Income Year

A 12 month period ending on 31 March.

Investment

Each investment or other asset held by the Fund.

Issue Price

The price at which Units are issued, being the Net Asset Value of the Fund on the Valuation Day divided by the number of Units on issue in the Fund.

Low Debt Levels

Can be assessed relative to tangible and/or intangible assets, free cash flow, the industry in which a company operates, or versus peers within an industry.

Manager, Elevation Capital, we, our or us

Elevation Capital Management Limited.

Master Trust Deed

The Master Trust Deed dated 20 November 2006 as amended and restated on 6 November 2007 and 12 September 2013 between the Manager and the Trustee.

Net Asset Value

In respect of the Fund, the Gross Asset Value of the Fund less all liabilities of the Fund determined on an accruals basis and such other provisions as the Manager or the Trustee thinks necessary or desirable for accrued or contingent liabilities or losses, including a provision for the costs of realisation of any Investments and redemption of Units.

Net Asset Value / Intrinsic Value

Is also referred to as “Private Market Value”. Collectively we define them as the value an informed industrialist/acquirer would pay to purchase assets with similar characteristics. We measure Net Asset Value / Intrinsic Value or Private Market Value by scrutinising onand off-balance sheet assets, liabilities and free cash flow.

We also examine valuations and transactions in the public domain to formulate our view of possible future value.

Ordinary Resolution

A resolution of Unitholders passed by a majority of more than 50%.

Over-The-Counter

An Over-The-Counter (OTC) security is traded in some context other than on a formal exchange such as the NYSE, AMEX, NASDAQ, NZX or ASX, etc. The phrase "overthe-counter" can be used to refer to stocks that trade via a dealer network as opposed to on a centralized exchange. It also refers to debt securities and other financial instruments such as derivatives, which are traded through a dealer network.

30 PIE

A Portfolio Investment Entity as defined in the Income Tax Act 2007.

PIE Tax

Tax payable by the Fund, the Trustee, or the Manager (whether deferred or current) which is determined by reference to nominated Prescribed Investor Rates of Unitholders or is otherwise determined by the Trustee or the Manager to be attributable to income allocated to Unitholders.

Prescribed Investor Rate (PIR)

The tax rate a Unitholder may elect under the Income Tax Act 2007, in relation to income allocated to them by a PIE.

Redemption Price

The price at which Units are redeemed, being the Net Asset Value of the Fund on the Valuation Day divided by the number of Units on issue in the Fund.

Redemption Request

A Unitholder’s written request to withdraw from the Fund.

Registrar

MMC Limited.

Total Expense Ratio (TER)

A measure of the total cost associated with managing and operating the Fund. These costs consist primarily of management fees and additional expenses such as trading fees, legal fees, auditor fees, regulatory fees, filing fees and other operational expenses. The total costs are divided by the Fund's year end funds under management to arrive at a percentage amount, which represents the TER.

Trust Deed

Together the Master Trust Deed and the Establishment Deed.

Trustee

The New Zealand Guardian Trust Company Limited.

Unit

A unit in the Fund.

Unitholder

The registered holder of a Unit.

Unit Register

The register of Unitholders in the Fund.

Valuation Day

The last Business Day of each month, unless the Manager, moves to a different pricing and valuation period.

31 Appendix 1 Summary Financial Statements

Elevation Capital Value Fund Summary Financial Statements For the years ended 31 March 2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011 The following information has been extracted from the audited Financial Statements of the Elevation Capital Value Fund (the "Trust"). The full Financial Statements for the Trust, including the associated notes, are available on request from Elevation Capital Management Limited, the Manager of the Trust.

Pa g e 1 o f 6

Elevation Capital Value Fund Summary Statements of Comprehensive Income Year ended

Year ended

Year ended

Year ended

Year ended

31 March 2015 $

31 March 2014 $

31 March 2013 $

31 March 2012 $

31 March 2011 $

Income Interest income Dividends and distributions Net foreign currency gains or losses on cash and cash equivalents Other net changes in fair value on financial assets at fair value through profit or loss

19,100 371,982 304,886 567,337

24,519 264,258 (65,013) 1,437,709

41,058 417,305 (26,177) 671,729

59,567 1,158,045 (32,732) (631,063)

43,736 49,700 (7,457) 392,810

1,263,305

1,661,473

1,103,915

553,817

478,789

175,616 22,250 29,100 13,512 428

147,739 13,064 28,750 11,628 -

185,309 11,125 30,269 15,461 604

130,585 11,529 30,996 17,586 -

32,457 10,160 10,886 16,612 5,119 -

3,864 11,647 186 23,102 19,120 26,333

3,320 10,706 1 13,446 7,832 14,687

3,760 2 36,711 25,279 21,979

3,312 12 27,732 28,282 681

283 149 6,953 9,583 531

Total operating expenses

325,158

251,173

330,499

250,715

92,733

Operating profit

938,147

1,410,300

773,416

303,102

386,056

Increase in net assets attributable to Unitholders from operations

938,147

1,410,300

773,416

303,102

386,056

Total comprehensive income for the period attributable to Unitholders

938,147

1,410,300

773,416

303,102

386,056

Total income Expenses Management fees Performance fees Trustee fees Administration fees Audit fees Other auditors remuneration - taxation services Other auditors remuneration - audit related services (in relation to Trustee Reporting and Prospectus) Legal expenses Interest expense Transaction costs Custody expenses Other expenses

Pa g e 2 o f 6

Elevation Capital Value Fund Summary Statements of Changes in Net Assets Attributable to Unitholders Year ended

Year ended

Year ended

Year ended

Year ended

31 March 2015 $

31 March 2014 $

31 March 2013 $

31 March 2012 $

31 March 2011 $

Net assets attributable to Unitholders at the beginning of the period

11,953,664

12,599,848

16,279,669

6,242,589

1,224,743

Proceeds from units issued Contributions arising from transfer of assets from another fund Redemption of units Distributions

6,123,445 (2,177,288) (360,069)

1,701,720 (3,487,065) (234,883)

740,105 (4,854,829) (276,442)

1,153,060 9,965,899 (1,193,930) (159,073)

4,805,741 (170,129) -

(84,885)

(36,256)

(62,071)

(31,978)

(3,822)

(2,056,484)

(4,453,237)

Unitholder tax liabilities

Net increase from transactions in units

3,501,203

Total comprehensive income/(loss) for the period attributable to Unitholders

Net assets attributable to Unitholders at the end of the period

9,733,978

4,631,790

938,147

1,410,300

773,416

303,102

386,056

16,393,014

11,953,664

12,599,848

16,279,669

6,242,589

Year ended

Year ended

Year ended

Year ended

Year ended

31 March 2015

31 March 2014

31 March 2013

31 March 2012

31 March 2011

Units

Units

Units

Units

Units

Units on issue Units on issue at the beginning of the period Units issued Units redeemed

9,158,135 4,467,087 (1,626,796)

10,645,731 1,291,166 (2,778,762)

14,328,466 661,962 (4,344,697)

5,157,166 10,242,376 (1,071,076)

1,108,265 4,195,901 (147,000)

Units on issue at the end of the period

11,998,426

9,158,135

10,645,731

14,328,466

5,157,166

Pa g e 3 o f 6

Elevation Capital Value Fund Summary Balance Sheets As at

As at

As at

As at

As at

31 March 2015 $

31 March 2014 $

31 March 2013 $

31 March 2012 $

31 March 2011 $

9,788,875 170,249

13,767,569 16,774

4,247,218 -

Current assets Financial assets held at fair value through profit and loss Due from brokers

11,851,337 -

Unitholder tax rebates receivable

8,453,034 47,300

24

2,033

-

-

-

2,202,430 2,686,314

195,381 3,475,049

154,587 3,438,793

142,252 2,845,887

157,286 1,937,390

16,740,105

12,172,797

13,552,504

16,772,482

6,341,894

Current Liabilities Due to brokers Related party payables Distribution payable Unitholder tax liabilities payable Other payables

139,285 18,591 109,311 64,896 15,008

47,974 16,074 90,316 64,769

18,407 276,442 19,053 638,754

13,253 21,859 159,073 15,258 283,370

13,923 6,647 434 78,301

Total liabilities

347,091

219,133

952,656

492,813

99,305

16,393,014

11,953,664

12,599,848

16,279,669

6,242,589

Other receivables* Cash and cash equivalents

Total assets

Net assets attributable to Unitholders

*The Other receivables balance at 31 March 2015 includes contributions receivable of $2,160,675.

Pa g e 4 o f 6

Elevation Capital Value Fund Summary Cash Flow Statements Year ended

Year ended

Year ended

Year ended

Year ended

31 March 2015 $

31 March 2014 $

31 March 2013 $

31 March 2012 $

31 March 2011 $

Cash flows from operating activities Proceeds from sale of financial instruments held at fair value through profit or loss Dividend and distributions Interest income Purchase of financial instruments held at fair value through profit or loss Transaction costs on purchases and sales of financial instruments held at fair value through the profit or loss Interest expense Operating expenses

5,367,137 331,229 19,100 (8,059,899)

6,466,069 256,064 25,101 (3,521,576)

11,128,194 416,935 40,704 (6,644,711)

5,686,874 1,156,284 62,535 (7,411,240)

250,683 41,409 42,916 (3,255,530)

(22,829) (314,736)

(13,431) (248,242)

(36,499) (289,752)

(27,709) (12) (195,081)

(6,939) (149) (77,856)

(728,349)

(3,005,466)

Net cash (outflow)/inflow from operating activities

(2,679,998)

2,963,985

4,614,871

Cash flows from financing activities Proceeds from units issued Cash balances transferred from another fund Redemption of units Unitholder tax liabilities Distributions

4,033,112 (2,211,852) (234,883)

1,179,308 (3,843,073) (57,342) (141,708)

660,672 (4,506,933) (58,276) (91,251)

1,169,383 1,519,009 (1,001,660) (17,154) -

4,670,117 (100,887) (3,441) -

1,586,377

(2,862,815)

(3,995,788)

1,669,578

4,565,789

(1,093,621) 3,475,049

101,170 3,438,793

619,083 2,845,887

941,229 1,937,390

1,560,323 384,524

Net cash inflow/(outflow) from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial period Foreign exchange (losses)/gains on cash and cash equivalents denominated in foreign currencies

304,886

2,686,314

Cash and cash equivalents at the end of the financial period

Pa g e 5 o f 6

(64,914)

3,475,049

(26,177)

3,438,793

(32,732)

2,845,887

(7,457)

1,937,390

Elevation Capital Value Fund Notes to the Financial Statements Notes to the Summary Financial Statements The Summary Financial Statements are for the Elevation Capital Value Fund (the "Trust").

The Trust is a Unit Trust as defined by the Unit Trusts Act 1960 and is subject to the provisions of that Act. The Trust was created under a Master Trust Deed executed by Elevation Capital Management Limited on 20 November 2006 and a Unit Trust Establishment Deed between Elevation Capital Management Limited and The New Zealand Guardian Trust Company Limited dated 28 October 2008, as amended and restated on 30 September 2011. The Trust commenced operations on 9 December 2008.

The Trust's investment activities are managed by Elevation Capital Management Limited (the 'Manager'). The registered office for Elevation Capital Management Limited is c/- Harmos Horton Lusk Limited, Level 37, Vero Centre, 48 Shortland Street, Auckland. The Trust is domiciled in New Zealand.

The Trust seeks to provide investors with long term capital growth by investing in global equities.

The Summary Financial Statements have been extracted from the following audited full Financial Statements; - Year ended 31 March 2015, which was authorised for issue by the directors of the Manager on 31 July 2015 and audited by KPMG who issued an unmodified opinion on 31 July 2015, - Year ended 31 March 2014, which was authorised for issue by the directors of the Manager on 5 August 2014 and audited by KPMG who issued an unmodified opinion on 5 August 2014, - Year ended 31 March 2013, which was authorised for issue by the directors of the Manager on 26 July 2013 and audited by KPMG who issued an unmodified opinion on 26 July 2013, - Year ended 31 March 2012, which was authorised for issue by the directors of the Manager on 18 July 2012 and audited by KPMG who issued an unmodified opinion on 19 July 2012, - Year ended 31 March 2011, which was authorised for issue by the directors of the Manager on 11 July 2011 and audited by KPMG who issued an unmodified opinion on 21 July 2011, The auditor's reports for these full Financial Statements did not contain any explanatory paragraphs that highlighted matters that are regarded as relevant to a proper understanding of the basis of the opinion.

Each of the full Financial Statements are presented in New Zealand dollars which is the Trust's functional and presentation currency. All values are rounded to the nearest dollar. The Summary Financial Statements have been prepared in accordance with FRS 43 subject to the Securities Regulations 2009.

The Summary Financial Statements have been authorised for issue by the directors of the Manager by a resolution dated 18 September 2015.

The Summary Financial Statements cannot be expected to provide as complete an understanding as provided by the full Financial Statements. A copy of the full Financial Statements can be obtained from the Manager by written request to the Manager's registered office, the address of which is shown in the Directory.

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

The full Financial Statements, 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, in accordance with the transitional provisions under Section 55 of the Financial Reporting Act 2013 and Schedule 4 of the Financial Markets Conduct Act 2013, the Trust Deed, and Generally Accepted Accounting Practice in New Zealand (NZ GAAP). These 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 orientated entities. The full Financial Statements also comply with International Financial Reporting Standards (IFRS). These full Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities (including derivative financial instruments) at fair value through profit or loss.

Pa g e 6 o f 6

32 Appendix 2 Trustee’s Statement

Trustee’s Statement 18 September 2015 The Directors Elevation Capital Management Limited C/- Harmos Horton Lusk Level 37 Vero Centre 48 Shortland Street 18 September 2015 Dear Sirs, Prospectus dated 18 September 2015 (Prospectus) in respect of units (Units) in the Elevation Capital Value Fund (Fund).

In accordance with clause 22 of Schedule 4 to the Securities Regulations 2009 in respect of the accounting period ended 31 March 2015, in The New Zealand Guardian Trust Company Limited’s (the Trustee’s) opinion, Elevation Capital Management Limited (the Manager) has managed the Fund during that period in accordance with the provisions of the Master Trust Deed dated 20 November 2006 and as amended and restated on 12 September 2013, the Establishment Deed for the Elevation Capital Value Fund dated 28 October 2008 as amended and restated on 30 September 2011, 19 September 2014 and 19 March 2015 and the offer of Units set out in the Prospectus.

In connection with this opinion the Trustee notes that: 1. The Manager is responsible for managing the Funds and issuing the Prospectus.

2. Our responsibility is to express an opinion on the management of the Funds based on our supervisory role under the Unit Trusts Act 1960. We do not provide any guarantees or assurances about the offer of interests in the Funds.

3. We have obtained sufficient assurance from undertaking our supervisory activities to provide a basis for our opinion. However, there are inherent limitations in performing a supervisory role and we cannot provide an absolute assurance regarding the management of the Funds.

4. We have disregarded any matter which we consider to be immaterial to investors.

5. The inclusion of this Trustee’s Statement in the Prospectus should not be taken to imply that the Trustee has responsibility for the material in this Prospectus other than the Trustee’s Statement.

Signed for and on behalf of The New Zealand Guardian Trust Company Limited

Simon Sherpa Relationship Manager - Corporate Trusts

33 Appendix 3 Auditor’s Report

Independent auditor’s report To the Manager of the Elevation Capital Value Fund As auditor of the Elevation Capital Value Fund (the “Fund”) we have prepared this report pursuant to clause 18 of Schedule 4 of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014, for inclusion in the prospectus dated on or about 18 September 2015. (the “Prospectus”).

Report on the financial statements We have audited the financial statements of the Fund for the year ended 31 March 2015. We expressed an unmodified audit opinion on those financial statements in our report dated 31 July 2015.

Report on the summary financial statements The summary financial statements at Appendix 1 are derived from the audited financial statements of the Fund for the five years ended 31 March 2015. We expressed an unmodified opinion on those financial statements in our audit reports for each of those years. The summary financial statements do not reflect the effects of events that occurred subsequent to the date of the report on those financial statements.

The summary financial statements do not contain all the disclosures required for full financial statements under generally accepted accounting practice in New Zealand. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements of the Fund.

Manager’s responsibility for the summary financial statements The Manager is responsible for preparing a summary of the audited financial statements of the Fund for the five years ended 31 March 2015 in accordance with clause 8 of Schedule 4 of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014.

Auditor’s responsibility for the summary financial statements Our responsibility is to express an opinion on the summary financial statements based on our procedures, which were conducted in accordance with International Standards on Auditing (New Zealand) 810 Engagements to Report on Summary Financial Statements.

Opinion on the summary financial statements In our opinion, the amounts set out in the summary financial statements in Appendix 1 of this Prospectus, derived from the audited financial statements of the Fund for the five years ended 31 March 2015, as required by clause 8 of Schedule 4 of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014:

are consistent, in all material respects, with those financial statements; and have been correctly taken from the audited financial statements of the Fund for the five years ended 31 March 2015.

Other matters Independence Our firm has also provided other services to the Fund in relation to the statutory audit and trustee reporting. Subject to certain restrictions, partners and employees of our firm may also deal with the Fund on normal terms within the ordinary course of trading activities of the business of the Fund. These matters have not impaired our independence as auditors of the Fund. The firm has no other relationship with, or interest in, the Fund.

Responsibility for updating We have no responsibility to update our opinion on the historical financial statements for events and circumstances occurring after the date of our audit report on those financial statements.

Restriction on use This report has been prepared for inclusion in the prospectus for the purpose of meeting the requirements of clause 18 of Schedule 4 of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014.

We disclaim any assumption of responsibility for reliance on this report or the amounts included in the summary financial statements, for any purpose other than that for which they were prepared.

In addition, we take no responsibility for, nor do we report on, any part of the prospectus not specifically mentioned in this report.

Auditor’s consent In accordance with regulation 18(1)(c)(ii) of the Securities Regulations 2009, in accordance with the transitional provisions under Schedule 1, of the Financial Markets Conduct Regulations 2014, we hereby give our consent to the inclusion of this report in the prospectus in the form in which it appears. We also confirm that we have not, before delivery of this prospectus, withdrawn our consent to the issue thereof.

18 September 2015 Auckland

2