Man AHL Wholesale PlusAlpha (AUD)Product Disclosure Statement (PDS)

Issued 16 December 2019

How to read this PDSMan AHL WholesalePlus Alpha (AUD) This PDS provides important information you should consider before making a

decision to invest in the Man AHL Wholesale Plus Alpha (AUD) (the Fund). Thedocument entitled ‘Additional Information – buy-sell spreads’ also forms part ofthis PDS. You can access that document at bt.com.au/WholesalePlus, or call usto obtain a copy free of charge.ARSN 602 130 049

APIR BTA0567AU Information contained in this PDS is current at the date of issue. Information in thePDS that isn't materially adverse may change from time to time. Updatedinformation may be obtained from bt.com.au/WholesalePlus or your adviser. Apaper copy of any updated information will be given to you without charge onrequest.

The information in this document is general information only and doesn't take intoaccount your personal objectives, financial situation or needs. You should consulta licensed financial adviser to obtain financial advice that's tailored to suit yourpersonal circumstances.

Investments in the Fund can only be made by someone receiving this PDS (includingan electronic version) in Australia. If you’re in possession of this PDS outsideAustralia, you should seek advice regarding restrictions on investing. Failure tocomply with relevant restrictions may violate laws.

31. Before you start

52. Fund features at a glance

83. How the Fund works

104. How we invest your money

155. Benefits of investing in the Fund

166. Risks of investing in the Fund

207. Fees and other costs

238. How managed investment schemes are taxed

249. How to apply

2410. Other information

Contents

1. Before you start

1.1 About Westpac Financial ServicesLimitedWestpac Financial Services Limited ABN 20 000 241 127AFSL 233716 (WFSL, we, us, our) is the responsible entityof the Fund, which is a registered managed investmentscheme under the Corporations Act 2001 (Cth) (CorporationsAct). We offer investors a wide choice of investments as wellas ongoing monitoring and analysis. We’re also responsiblefor the day-to-day administration and operation of the Fund,and for ensuring it complies with the constitution andlegislation. This responsibility includes establishing,implementing and monitoring the Fund’s investment objectiveand strategy. We’re the issuer of units in the Fund offered inthis PDS and have prepared and issued this PDS.

We’re a subsidiary of Westpac Banking CorporationABN 33 007 457 141 AFSL 233714 (Westpac). An investmentin the Fund is not an investment in, deposit with, or otherliability of Westpac or any other company in the WestpacGroup. An investment in the Fund is subject to investmentrisk, including possible delays in the payment of withdrawalsand loss of income and principal invested. No member of theWestpac Group (including WFSL) stands behind or otherwiseguarantees the capital value or investment performance ofthe Fund.

The Fund will invest into the Man AHL Alpha (AUD)ARSN 138 643 768 APIR MAN0002AU (Underlying Fund), aregistered managed investment scheme under theCorporations Act 2001 (Corporations Act). The responsibleentity of the Underlying Fund is Man Investments AustraliaLimited ABN 47 002 747 480 AFSL 240581 (Man Australia).Man Australia is a wholly owned subsidiary of Man Groupplc. AHL Partners LLP (AHL) is the investment manager ofClass D1 AHL Alpha AUD Shares of AHL Strategies PCCLimited (AHL Strategies). AHL and Man Australia have givenand have not withdrawn their consent to being named in thePDS as the investment manager of AHL Strategies and theresponsible entity of the Underlying Fund respectively. AHLand Man Australia do not make any statements in or takeany responsibility for any parts of this PDS and make noguarantee about the success of the Fund.

1.2 Indirect investorsGenerally, the Fund isn’t open to direct investors. The Fundis only accessible through an Investor Directed PortfolioService (IDPS), IDPS-like scheme or a nominee or custodyservice, a managed account or any other service or platformapproved by us (collectively referred to as an ‘investmentservice’) or through a superannuation fund. This means therights that apply to someone who invests directly in the Fundare not available to you, but rather to the operator orcustodian of the investment service or the trustee orcustodian of the superannuation fund (each referred to asthe ‘Operator’).

Where you are accessing the Fund via an investment serviceor superannuation fund, the terms ‘you’ and ‘your’ used inthis PDS refer to you as an investor through such products.However, the Operator will be recorded in the register as theinvestor and will be the person who exercises the rights andreceives the benefits of an investor.

You will need to instruct your adviser or Operator to increaseyour investment in the Fund by reinvesting distributions ormaking an additional investment, or to decrease your unitsby making a withdrawal.

We authorise the use of this PDS as disclosure to peoplewho wish to access the Fund indirectly through an investmentservice or superannuation fund.

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1.3 ASIC benchmarks

The benchmarks outlined below are two key areas that the Australian Securities and Investments Commission (ASIC) hasidentified as matters that investors should consider before making a decision to invest in a hedge fund or a fund of hedgefunds. The Fund meets the ASIC definition of a fund of hedge funds.The responsible entity of a hedge fund, or a fund of hedge funds, is required to disclose whether these benchmarks aresatisfied and if not, why not, including what alternative measures it has in place to mitigate the concern underlying thebenchmark.

Benchmark 1 – Valuation of assets: The responsible entity has, and implements, a policy that requires assets of a fundthat are not exchange traded to be valued by an independent administrator or independent valuation service provider.

Benchmark 2 – Periodic reporting: The responsible entity has, and implements, a policy to provide periodic reporting ofcertain key information relating to the fund.

Benchmark 1 – Valuation of assets

The Fund

The Fund’s assets comprise units in the Underlying Fund(plus some cash or cash equivalents). These units are notexchange traded. While we don't have a specific policy thatrequires these units to be independently valued, unit pricesof the Underlying Fund are supplied to us by Man Australia,and the Underlying Fund complies with Benchmark 1.

The Underlying Fund

The responsible entity of the Underlying Fund meetsBenchmark 1 and has, and implements, a policy that requiresassets of the Underlying Fund, that are not exchange traded,to be valued by an independent administrator or anindependent valuation service provider.

The assets of the other investment vehicles that form part ofthe Fund’s investment structure are subject to the samepolicy. Please refer to ‘What is the Fund’s investmentstructure?’ in Section 4 ‘How we manage your money’ fordetails of the applicable investment vehicles.

Benchmark 2 – Periodic reporting

We have and implement a policy of providing periodic reportsto investors on key information for the Fund and thereforesatisfy Benchmark 2.

Information sent to investors annually includes:

annual investment returns (over the last 5 year period orotherwise since inception)

the actual allocation to each asset type held by the Fund

the liquidity profile of the Fund’s assets as at the end ofthe 12 month period

the maturity profile of the Fund’s liabilities (if any) as at theend of the 12 month period

the leverage ratio (if applicable) as at the end of the 12month period

derivative counterparties engaged (if any), and

any changes to key service providers and their related partystatus.

The annual report isn't available on our website, but is sentto investors annually and is otherwise available to investorsfree of charge, on request.

The following information about the Fund is provided toinvestors monthly.

LocationInformation

bt.com.au/WholesalePlusThe total net asset value(NAV) of the Fund and theFund’s exit price as at thedate on which the NAV wascalculated.

bt.com.au/WholesalePlusThe net return on the Fund’sassets after fees, costs andtaxes.

bt.com.au/pdsupdatesChanges to key serviceproviders and their relatedparty status, any materialchange in the Fund’s riskprofile or investment strategy,and any change in theindividuals playing a key rolein investment decisions for theFund.

Man Australia satisfies Benchmark 2 in respect of theUnderlying Fund and makes information available monthlyand annually. The information can be found on ManAustralia’s website at www.man.com.

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2. Fund features at a glanceThe main features of the Fund are summarised in the table below. Further information can be found within the referencedsections of this PDS.

For additionalinformationplease refer to:SummaryFund feature

Investment objective, timeframe and risk

Not applicableThe Fund aims to generate medium to long-term returns by identifying andtaking advantage of upward and downward price trends through trading infutures, options, forward contracts, contracts for difference, equities, debt,

Investment objective

swaps and other derivatives both on and off exchange using the AHL AlphaProgram. Amounts not required for trading are invested in cash and cashequivalents.

Not applicable5 yearsMinimum suggestedinvestment timeframe

Section 6.1High – High risk of short-term lossRisk level

Investment strategy

Sections 4.2,4.5, 4.6 and 4.7

The Fund invests in units in the Underlying Fund.

We employ a rigorous process in the selection of any underlying fund intowhich we invest, which focuses on a range of factors. The Underlying Fundwas selected based on its investment strategy, which is supported by AHL'ssound investment process and philosophy and the strength of the Man Groupand its key personnel.

Investment strategy

The investment strategy of the Underlying Fund is to achieve its investmentobjective using the AHL Alpha Program. Amounts in the Underlying Fund notinvested using the AHL Alpha Program are held directly or indirectly in cashor cash equivalents.

The AHL Alpha Program

The AHL Alpha Program is operated by Man AHL, a division of Man Groupplc. It's a sophisticated computerised managed futures program designed toidentify trends and capture investment opportunities across a diverse rangeof global markets. The AHL Alpha Program also includes other technicalsystems, as well as quantitative models based on a variety of fundamentalinputs, such as interest rate and equity valuation data.

The AHL Alpha Program involves trading in a managed portfolio of investmentsin futures, options, forward contracts, contracts for difference, equities, debt,swaps and other derivatives to access a diverse range of market sectorsincluding stocks, bonds, currencies, interest rates, energies, metals, debt,credit and agriculturals around the world.

The AHL Alpha Program primarily seeks to generate investment returns fromsustained price movements (price trends or other repeatable patterns) in themarkets it accesses. These can be either upward or downward pricemovements. The AHL Alpha Program’s ability to produce investment returnsis generally dependent upon the existence of such price trends.

The Fund gains exposure to the AHL Alpha Program indirectly via its investmentin the Underlying Fund. Please see ‘Fund structure’ below.

Section 6The investment strategy, which includes exposure to derivatives and leverage,and which utilises price trends, has specific risks which you should considerbefore making an investment decision. Other more general risks also apply.

Risks of strategy

The management of risks is an integral component of our management of theFund. The Underlying Fund is also subject to Man AHL's risk managementframework (which is part of, and is supported by, the overarching riskmanagement framework of the Man Group) which includes monitoring majorrisk measures including but not limited to value at risk, stress testing, impliedvolatility, leverage and net exposure to jurisdictions and currencies and ensuringsystems remain within prescribed limits.

Before you make an investment decision it's important to identify yourinvestment objectives and the level of risk that you're prepared to accept.

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For additionalinformationplease refer to:SummaryFund feature

Investment manager

Sections 4.3 and10.8

As the responsible entity of the Fund we are ultimately responsible fordetermining the Fund’s investment strategy and management of the Fund’sassets.

Investment manager

The Fund’s assets are invested in the Underlying Fund. Man Australia is theresponsible entity of the Underlying Fund and is licensed by ASIC. Man Australiais a member of the Man Group and an Australian and New Zealand leader instructuring, marketing and administering strategic investments to diversifytraditional investments in stock, property and bond markets.

AHL is the investment manager of the other investment vehicles within theUnderlying Fund’s investment structure (please see ‘Investment structure’below). AHL is also part of the Man Group and is authorised and regulated bythe Financial Conduct Authority (FCA) in the UK.

We may select a different underlying fund in which to invest if we consider it'sappropriate and in the best interests of investors. If so, this will be implementedby making a full redemption of units from the Underlying Fund.

Fund structure

Section 4.4The Fund’s investment strategy is implemented through a multi-layer investmentstructure.

Investment structure

The Fund invests all of its assets (other than some cash or cash equivalents)in units of the Underlying Fund. The Underlying Fund, in turn, invests all of itsassets other than some cash or cash equivalents in Class D1 AHL Alpha AUDShares of AHL Strategies PCC Limited (AHL Strategies).

AHL Strategies provides the Fund and Underlying Fund with exposure to threeprinciple assets:

shares in AHL Institutional Series 3 Limited (AHL Institutional)shares in AHL Evolution Limited (AHL Evolution), andcash or cash equivalents (Cash Deposit), which may include fixed deposits,certificates of deposit, money market collective investment schemes,commercial paper, treasury bills and other cash equivalents.

The investments in AHL Institutional and AHL Evolution (collectively the‘Underlying Vehicles’) provide access to the AHL Alpha Program.

As at the date of this PDS, approximately 33% of AHL Strategies is investedin the Underlying Vehicles, with the remaining 67% (approx.) placed in theCash Deposit.

Sections 10.3,10.4 and 10.5

A number of key service providers, including custodians, administrators,auditors and prime brokers are engaged to assist with the ongoing operationand administration of the Fund, the Underlying Fund and other funds includedin the investment structure.

Key service providers

Section 7The fees and costs for managing your investment is 1.79% pa of the net assetvalue of the Fund.

Fees and costs

Given the multi-layer investment structure of the Fund, investors are indirectlyexposed to other fees and charges. For example, depending on theperformance of the Underlying Fund, AHL may be entitled to a performancefee which will be reflected in the unit price of the Underlying Fund, and willtherefore affect the value of units in the Fund.

Valuation, location and custody of assets

Section 1.3The Fund invests in units in the Underlying Fund. Unit prices for the UnderlyingFund are received from Man Australia and are used by us to value the assetsof the Fund and determine the Fund’s unit prices.

Valuation of assets

Assets of the Underlying Fund are independently valued and these values areused to determine the Underlying Fund’s unit price. The investments of theUnderlying Vehicles (which are used to access the AHL Alpha Program) includeexchange traded derivatives and over-the-counter derivatives. Investmentsthat are not listed on a securities exchange are generally valued by anindependent administrator or an independent valuation service provider.

Section 4.4The Fund and Underlying Fund are Australian registered managed investmentschemes and are denominated in Australian dollars. The location anddenomination of the shares in other investment vehicles that form part of theFund’s investment structure are as follows:

Location of assets

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For additionalinformationplease refer to:SummaryFund feature

Currency denominationLocationCompanyAustralian dollarsGuernseyAHL StrategiesUS dollarsBermudaAHL InstitutionalUS dollarsBermudaAHL Evolution

The markets accessed by the AHL Alpha Program are global.

Section 10.3We have engaged an independent custodian to hold the assets of the Fund.Custody of assets

Independent custodians have also been engaged to hold the assets of theUnderlying Fund.

Liquidity

Section 4.8We periodically review the liquidity of the Fund and the Underlying Fund todetermine our ability to readily realise/sell the Fund’s assets. During normalmarket conditions, we expect to be able to realise at least 80% of the Fund’sassets (that is, units in the Underlying Fund) at the value ascribed to thoseassets in calculating the Fund’s NAV, within 10 days.

Liquidity

This is based on a corresponding expectation of Man Australia for theUnderlying Fund.

This means that in normal circumstances withdrawals will be able to beprocessed according to our usual withdrawal processes. In certaincircumstances (such as during periods of abnormal market conditions, extremevolatility or suspension/termination of the Underlying Fund), assets may becomeilliquid, and we may need to suspend withdrawals from the Fund.

Leverage

Section 4.9The Fund doesn't use leverage. The Underlying Fund also doesn't enter intoborrowing arrangements for investment purposes.

Use of leverage

The Fund and the Underlying Fund will, however, indirectly gain leveragedmarket exposure through exposure to the AHL Alpha Program. The AHL AlphaProgram involves trading in futures, options, forward contracts, contracts fordifference, swaps and other derivatives both on and off exchange which requiredeposits of only a portion of the value of the underlying assets. For every $0.33invested in the Underlying Vehicles, the AHL Alpha Program aims to gainexposure to the price movements of $1 worth of assets.

As at the date of the PDS, the Underlying Fund indirectly invests approximately33% of its net assets using the AHL Alpha Program and approximately 67%of its net assets in the Cash Deposit.

The allocation to the AHL Alpha Program may change over time and mayfluctuate approximately between $0.30 and $0.40 for every $1 of exposure.

Derivatives

Section 4.10The Fund and Underlying Fund don’t enter into derivative transactions directly,however they may be indirectly exposed to derivatives through the UnderlyingFund’s investments in AHL Strategies and exposure to the AHL Alpha Program.

Use of derivatives

AHL Strategies uses derivatives for the purpose of hedging its foreign currencyexposures. The investments of the AHL Alpha Program are substantially all inexchange traded derivatives and over-the-counter derivatives, including futures,options, forward contracts, contracts for difference and swaps. The majorityof these investments are traded on an exchange.

There are certain risks associated with derivative transactions. These risks aremanaged by AHL, who has oversight of and manages the investment strategyof AHL Strategies and the Underlying Vehicles.

Withdrawals

Sections 3.4 and3.5

The Fund is generally open for withdrawals on each Business Day (being aday other than a Saturday or Sunday or public holiday) on which banks areopen for general banking business in Sydney.

Withdrawing from theFund

Changes

Sections 4.7 and10.8

We have the right to make changes to the Fund at any time, and in somecases without prior notice. This could include closing or terminating the Fund,or amending its investment parameters, including the investment objective

Changes to Funddetails and investments

and strategy, investment manager(s), buy-sell spread or asset class allocationranges and currency strategy (if applicable). Changes to the Underlying Fund

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For additionalinformationplease refer to:SummaryFund feature

may also impact the Fund. We will inform you about any material change tothe Fund’s details in your next regular communication or as otherwise requiredby law. Details of any change will be available on bt.com.au/pdsupdates.

3. How the Fund works

When you invest your money in the Fund, your money ispooled together with other investors’ money. We use thispool to buy investments, and those investments are managedon behalf of all investors in the Fund. By investing this wayan investor acquires an interest in the Fund and accessesskilled investment management as well as investments theinvestor may otherwise not be able to access. However, wehave day-to-day control over the operation of the Fund.

Application money is paid into an interest bearing accountupon receipt. Any interest earned on this account will beretained by us and may be paid into the Fund.

3.1 Unit pricesThe Fund’s unit prices are generally calculated each BusinessDay for the preceding Business Day by dividing the NAV ofthe Fund (adjusted for any transaction costs, if applicable)by the number of units on issue. A Business Day means aday (other than a Saturday, Sunday or public holiday) onwhich banks are open for business in Sydney.

Unit prices are calculated to four decimal places. The dailyunit price reflects changes in the value of underlyinginvestments held in the Fund (and therefore may rise and fall),plus investment income, less management costs and anytaxes we’re required to deduct.

Generally, assets of the Fund are valued at current marketprices. Where the Fund has exposure to certain types ofassets for which daily prices are unavailable (eg hedge fundsor unlisted property) these assets may be valued lessfrequently. Therefore, whilst your unit balance will remainconstant unless you transact on your investment, unit pricesmay change daily.

Any discretion involved in applying the method for determiningunit prices is exercised in line with a documented policy,which you can obtain from us free of charge upon request.

Entry prices are generally higher than exit prices due to thecosts of buying and selling the underlying assets of the Fund.The difference is called the ‘buy-sell spread’. There is nobuy-sell spread on distributions that are reinvested.

3.2 Valuing your investmentAt any time, the value of your investment is calculated bymultiplying the number of units you hold in the Fund by theFund’s current exit (or withdrawal) price, as follows:

Exit pricexNumber ofunits held

=Value of yourinvestment

3.3 Minimum investment amountGenerally, the Fund isn’t open to investment by directinvestors. You should refer to the offer document for theinvestment service or superannuation fund that you invest inas you may be subject to minimum balance requirements.

3.4 How to withdrawYou can only withdraw from your investment by following thewithdrawal process of your related investment service orsuperannuation fund. Please be aware of the following.

Withdrawals are paid in Australian dollars.

Withdrawals will generally be paid to your Operator withinten Business Days (but the Fund’s constitution generallypermits up to a 21-day period, which may be extended incertain circumstances as described in the ‘Restrictions onwithdrawals’ section below).

We’ll deduct any taxes, duties or other applicable costsfrom the amount we pay you as required or permitted bylegislation.

We’ll divide your dollar withdrawal amount by the applicableexit price when a valid and complete withdrawal requestis received to determine the number of units to beredeemed.

You should refer to the offer document for the investmentservice or superannuation fund that you invest through, orcontact your financial adviser or the Operator, for informationon how to submit a withdrawal request and the processesand timeframes that apply.

In certain circumstances, such as a freeze on withdrawals orwhere the Fund is illiquid (as defined in the Corporations Act),you may have to wait a longer period of time before you canredeem your investment. Please refer to ‘Restrictions onwithdrawals’ below for further details.

In some circumstances we may need to withdraw all yourunits and close your investment in the Fund.

This can occur if a withdrawal reduces your balance in theFund below the minimum allowed. We have the right towithdraw part or all of your units from your investment at anytime at our discretion, at the exit price applicable on the day.

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3.5 Restrictions on withdrawalsUnder the Fund's constitution, we may suspend withdrawalsin unusual circumstances, such as where it's impractical toprocess withdrawals (for example where financial marketsare closed or their operation is significantly impacted) orwhere we consider it to be in the best interests of unit holders.

We may suspend withdrawals at our discretion in accordancewith the Fund’s Constitution.

For withdrawals lodged during a suspension period, we'llcalculate and pay withdrawal values as if the withdrawal waslodged immediately after the end of the suspension.

The ability to withdraw, and the time to process withdrawals,from the Fund depends on the Underlying Fund acceptingand processing redemption requests from us.

If the Fund becomes illiquid (as defined in the CorporationsAct) you will only be able to withdraw if we make a withdrawaloffer. If we do make such an offer, you may only be able towithdraw part of your investment. There is no obligation forus to make such an offer. Under the Corporations Act, theFund is regarded as liquid if liquid assets account for at least80% of the value of the assets of the Fund.

3.6 How we process transactionsWe’ll act on instructions from your Operator. Generally, if wereceive a correctly completed application and monies or acorrectly completed withdrawal request before 10am (Sydneytime) on a Business Day, it will be processed with the unitprice calculated for that day. Where we receive correctlycompleted documentation and monies (where applicable)after 10am (Sydney time) on a Business Day, it will beprocessed using the unit price determined for the followingBusiness Day.

3.7 DistributionsThe Fund generally pays distributions annually and underspecial circumstances may pay special distributions.

Distributions are typically paid to you (or your Operator) assoon as practicable after the end of the distribution periodof the Underlying Fund.

You should refer to the offer document for your investmentservice or superannuation fund to see when the Operator willpass distributions on to you.

The distribution you receive will depend on the performanceof the Fund’s underlying assets.

Distributions are generally calculated based on the Fund’snet income at the end of the distribution period divided bythe number of units on issue. Net realised capital gains aregenerally distributed in the final distribution of the financialyear.

The amount of income you receive is calculated accordingto the number of units you hold in the Fund, as a proportionof the total number of units on issue in the Fund, at the endof the distribution period, regardless of how long you haveheld them. There may be times when the Fund doesn'tgenerate enough income in a distribution period to pay adistribution.

In unusual circumstances, such as significant withdrawalsoccurring in the Fund, we may at our absolute discretionmake a special distribution to all investors, other than at theend of a distribution period.

3.8 Distribution payment optionsYou can choose to have distributions reinvested or paid toyour associated account. You'll need to instruct the Operatoron how you would like to be paid distributions.

If you choose to reinvest, your share of distributions will beused to buy additional units in the Fund. Distributionreinvestment is normally effective the first day following theend of the distribution period.

Please be aware, distributions are automatically reinvestedunless you instruct us otherwise via your Operator.

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4. How we invest your money

4.1 The Fund’s investment objectiveThe Fund aims to generate medium to long-term returns byidentifying and taking advantage of upward and downwardprice trends through trading in futures, options, forwardcontracts, contracts for difference, equities, debt, swaps andother derivatives both on and off exchange using the AHLAlpha Program. Amounts not required for trading are investedin cash and cash equivalents.

4.2 How we invest your moneyYour money is pooled with money from other investors andinvested in the Underlying Fund. The Underlying Fund is anAustralian registered managed investment scheme.

The Fund invests in units in the Underlying Fund. Therefore,the Fund shares the same investment objective andinvestment strategy as the Underlying Fund.

We apply a rigorous process to the selection of the UnderlyingFund. Our due diligence process focuses on a range offactors including skills of key staff, organisational strengthand stability and investment process and philosophy.

The Underlying Fund is monitored and periodically reviewedto ensure it continues to meet our assessment criteria andsatisfy the Fund's investment objectives. We may changethe Underlying Fund if we consider it's appropriate and in thebest interests of investors. This will be implemented bymaking a full redemption of units from the Underlying Fund.Please refer to Section 10.8 ‘Changes to Fund details andinvestments’ for more information.

We have entered into a fund investment agreement with ManAustralia, which governs the terms on which the assets ofthe Fund are invested in the Underlying Fund. There are nounusual or materially onerous terms (from the perspective ofan investor in the Fund) in that agreement.

4.3 About Man AustraliaMan Australia is the responsible entity of the Underlying Fund.Man Australia is licensed by ASIC. There have been nosignificant adverse regulatory findings against Man Australiaor any of the key personnel involved in the investmentmanagement of the Underlying Fund.

AHL is the investment manager of AHL Strategies. AHL isalso the investment manager of the other investment vehicleswithin the Fund’s overall investment structure (please referto Section 4.4).

The primary roles of AHL are to:

invest a portion of the Underlying Fund’s assets using theAHL Alpha Program

monitor the proportion of funds invested by the UnderlyingFund using the AHL Alpha Program and in the CashDeposit with a view to maintaining a target investmentexposure of 100% of the Underlying Fund’s net asset valueto the AHL Alpha Program

select one or more financial institutions to hold the CashDeposit, and

provide commentary on monthly unitholder reporting onthe performance of the Underlying Fund.

Man AHL’s investment style

Man AHL’s investment style is based on a systematic,quantitative approach to investing that it calls the AHL AlphaProgram.

The AHL Alpha Program is a computerised managed futuresprogram designed to analyse trends and captureopportunities across a broad range of markets. The AHLAlpha Program also includes other technical systems, as wellas quantitative models based on a variety of fundamentalinputs, such as interest rate and equity valuation data. Togenerate returns, the AHL Alpha Program primarily adopts a‘trend following’ investment approach, meaning that it seeksto generate returns from sustained price movements (in otherwords, price trends) in the markets it accesses. These canbe either upwards or downwards price movements.

The AHL Alpha Program is quantitative, using computerisedsystems to analyse historical price data to identify potentialprice trends and to generate entry and exit points for trade.

This is different to a discretionary investment manager, whichgenerally relies on human skill and judgment (rather thancomputerised systems) in selecting its investments.

Key personnel

The AHL Alpha Program is operated by Man AHL, aninvestment management division of Man Group plc. ManAHL was established in 1987 and is now based in London,Oxford and Hong Kong and has US$29.9 billion undermanagement (as at 30 June 2019).

Man AHL employs professionals in investment management,research, operations and trade execution. It benefits fromMan Group’s robust infrastructure, financial backing andcentralised support functions.

Below are the biographies in relation to the key personnel inrelation to the management of the Fund’s investments.

Matthew Sargaison is Co-Chief Executive Officer of ManAHL, acting Chief Investment Officer, and a member of theMan Group Executive Committee. Matthew was previouslyMan AHL's Chief Investment Officer, with overall responsibilityfor investment management and research from 2012 and2017, as well as Chief Risk Officer between 2009 and 2012.Before joining Man AHL in 2009, he spent 13 years workingat Deutsche Bank, Barclays Capital and UBS. Mattheworiginally worked for Man AHL from 1992 to 1995 as a tradingsystem researcher and institutional product designer.

Matthew holds a degree in Mathematics from the Universityof Cambridge and a Master's Degree in advanced computerscience form the University of Sheffield.

Thomas Flury is Head of Machine Learning Research andDeputy Head of Research at Man AHL (AHL). After joiningAHL in 2010 he worked within the core Methodology teambefore moving into the Commodities team, developingnon-momentum signals for commodity futures trading. Mostrecently Thomas worked within the AHL Dimension teamdeveloping non-momentum alpha signals for AHL Dimension.

Thomas holds a DPhil in Economics from the University ofOxford, where he studied at the Oxford-Man Institute focusingon econometrics research, and a Licence en scienceséconomiques mention économie politique de l’Université deLausanne (Degree in Economic Sciences, with PoliticalEconomics from the University of Lausanne).

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Mr Sargaison and Mr Flury are members of AHL Partners LLP, and spend substantially all of their working time in the investmentmanagement of the Fund and other companies investing using AHL.

4.4 The Fund’s investment structure

StructureThe diagram below shows the Fund’s investment structure as at the date of this PDS and the flow of investment money throughthe structure.

Our aim is to manage the Fund so that it's fully invested inunits in the Underlying Fund (with the exception of some cashor cash equivalents). Ultimately, the Fund’s investmentstructure provides the Fund with exposure to the followingassets:

shares in AHL Institutional Series 3 Limited (AHLInstitutional)

shares in AHL Evolution Limited (AHL Evolution), and

cash or cash equivalents (Cash Deposit), which may includefixed deposits, certificates of deposit, money marketcollective investment schemes, commercial paper, treasurybills and other cash equivalents.

The investments in AHL Institutional and AHL Evolutionprovide access to the AHL Alpha Program.

On a look-through basis, approximately 33% of the Fund isinvested in the Underlying Vehicles, with the remaining 67%(approx.) placed in the Cash Deposit (as at the date of thisPDS).

Location and currency denomination of Fund assets

The Fund’s assets, being units in the Underlying Fund, arelocated in Australia and are denominated in Australian dollars.The Fund’s policy is to invest only in the Underlying Fund.

The assets of the Underlying Fund, being shares in Class D1AHL Alpha AUD Shares of AHL Strategies PCC Limited (AHLStrategies), are located in Guernsey and are denominated inAustralian dollars. In turn, the assets of AHL Strategies (otherthan the Cash Deposit) are located in Bermuda and aredenominated in US dollars.

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As at the date of this PDS, the Cash Deposit was held entirelyin bank deposits with two banks located in the UnitedKingdom and the United States of America. Each of thesebanks is prudentially regulated in the relevant jurisdiction bythe relevant prudential authority. The Cash Deposit will eitherbe denominated in Australian dollars or in US dollars.

The Fund, Underlying Fund, AHL Strategies and theUnderlying Vehicles don't have formal diversificationguidelines, specific asset allocation ranges or targets, orpolicies regarding the geographic location of assets.

The markets accessed by the Underlying Vehicles (throughthe AHL Alpha Program) are global. The AHL Alpha Programcurrently accesses around 500 international markets acrossa wide range of sectors.

We don't impose any constraints on Man Australia in relationto the investment management of the Underlying Fund.

Please refer to Section 6 ‘Risks of investing in the Fund’ forinformation about the risks associated with the Fund’sinvestment structure.

4.5 The Fund’s investment strategyThe investment strategy of the Fund and the Underlying Fundis to generate medium to long-term returns by identifying andtaking advantage of upward and downward price trendsthrough trading in futures, options, forward contracts,contracts for difference, equities, debt, swaps and otherderivatives using the AHL Alpha Program. Amounts not usedto trade are invested in the Cash Deposit, which is likely toprovide a secondary source of return.

The investment strategy is implemented through theinvestment structure described in Section 4.4 ‘The Fund’sinvestment structure’.

As at the date of this PDS, approximately 33% of the Fund’sand Underlying Fund’s net assets are indirectly invested usingthe AHL Alpha Program. This gives the Fund and UnderlyingFund a target investment exposure to the AHL Alpha Programequal to 100% of the NAV. Please refer to Section 4.9 ‘Useof leverage’ for a more detailed explanation of how the targetinvestment exposure is achieved.

The remaining 67% (approx.) of the net assets of the Fundand Underlying Fund are indirectly invested in the CashDeposit.

AHL indirectly rebalances the Underlying Fund’s exposureto the AHL Alpha Program and the Cash Deposit on anongoing basis. For example, in order to maintain a targetinvestment exposure of 100% of NAV to the AHL AlphaProgram, AHL will generally seek to move more funds fromthe Cash Deposit to the AHL Alpha Program if the AHL AlphaProgram generates a loss or vice versa if the AHL AlphaProgram generates a gain.

The AHL Alpha Program

The AHL Alpha Program involves trading in a managedportfolio of investments in futures, options, forward contracts,contracts for difference, equities, debt, swaps and otherderivatives to access a broad range of international marketsand market sectors including stocks, bonds, currencies,interest rates, energies, metals, debt, credit and agriculturals.The AHL Alpha Program also includes other technicalsystems, as well as quantitative models based on a varietyof fundamental inputs, such as interest rate and equityvaluation data.

The AHL Alpha Program uses numerous inputs (such asmarket and sector correlations and market liquidity) to createa diversified portfolio. The sectors accessed by the AHL AlphaProgram and the allocations to them are regularly reviewed

and may change depending on market conditions and tradingsignals generated by the AHL Alpha Program and as a resultof AHL’s ongoing research.

The AHL Alpha Program primarily seeks to generate returnsfrom sustained price movements (in other words, price trends)in the markets it accesses. These can be either upwards ordownwards price movements, as the AHL Alpha Programhas the flexibility to take both ‘long’ positions (for example,through the purchase of futures which can generate a returnif the price continues to increase) and ‘short’ positions (forexample, through the sale of futures, which can generate areturn if the price continues to decrease) in its trades.

The AHL Alpha Program seeks to identify the entry and exitpoints for trades. On average, the AHL Alpha Program holdsa trade position for several weeks. The majority of tradesmade by the AHL Alpha Program are made on financialexchanges.

The success of the AHL Alpha Program is based on threecore elements.

Trading – Trades around-the-clock across a wide range ofsectors, markets, investment products and systems.Responds quickly to real-time prices while dynamicallyadjusting exposures according to changes in the markets.

Risk control – Supported by advanced IT systems and strongoperational controls. Portfolios are evaluated at the aggregate,sector and instrument levels to ensure they remain withinacceptable risk limits.

Research – Applied research incorporated at every step ofthe process, while new investment models and tradingstrategies are continually tested and refined.

The allocation of assets to specific markets takes accountof:

correlation between specific sectors and markets

expected returns and volatilities

market access costs, and

the liquidity of the markets.

The Cash Deposit

The Cash Deposit may include fixed deposits, certificates ofdeposit, money market collective investment schemes,commercial paper, treasury bills and/or other cash equivalentinvestments recommended by AHL.

AHL seeks to manage the Cash Deposit efficiently, forexample by seeking to achieve a competitive rate of returnon the Cash Deposit while having regard to the criteria setout below for selecting financial institutions. Accordingly theCash Deposit is likely to provide the Fund and the UnderlyingFund with a secondary source of return.

Any such return will vary depending on a number of factors,including prevailing Australian dollar interest rates and therates offered by the financial institutions selected to hold theCash Deposit.

The Cash Deposit may be held with one or more financialinstitutions selected by AHL. The following selection criteriaapply:

the financial institution must have a long-term senior creditrating that is investment grade, and

the financial institution must be based or headquarteredin a jurisdiction which, in AHL’s opinion, is a major financialcentre subject to a high standard of regulation.

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4.6 Key dependencies underlying theFund’s investment strategyThe AHL Alpha Program primarily seeks to generateinvestment returns from sustained price movements (pricetrends) in the markets it accesses. These can be eitherupward or downward price movements. The AHL AlphaProgram’s ability to produce investment returns, and hencethe success of the Fund, the Underlying Fund and otherinvestment vehicles that form part of the Fund’s investmentstructure, is generally dependent upon the existence of suchprice trends and Man AHL’s ability to identify them.

In market conditions where such price trends are absent orwhere prices move in a direction opposite to the positiontaken by the AHL Alpha Program, the AHL Alpha Programmay not produce investment returns or may have a negativereturn. This in turn may affect the performance of the Fundand the Underlying Fund and they may be unable to achievetheir investment objective. The ability of the Fund andUnderlying Fund to meet their investment objective is alsodependent on the availability of the computer driven tradingof Man AHL.

4.7 Changes to the Fund’s and UnderlyingFund’s investment strategyWe may make changes to the Fund’s investment strategy inresponse to changes to the Underlying Fund or for otherreasons. Investors in the Fund will be notified of any suchchanges in accordance with our obligations under theCorporations Act.

It is not expected that the Underlying Fund’s investmentstrategy will change.

4.8 LiquidityWe periodically review the liquidity of the Fund to determineour ability to readily realise/sell the Fund’s assets (that is unitsin the Underlying Fund). Currently, we reasonably expect,should the need arise, to be able to realise at least 80% ofthe Fund’s assets, at the value ascribed to those assets incalculating the Fund’s NAV, within 10 days.

This is based on the fact that Man Australia expects to beable to liquidate its investments using the AHL Alpha Programand the Cash Deposit in order to satisfy withdrawal requestson a daily basis.

This means that in normal circumstances withdrawals fromthe Fund will be able to be processed according to our usualwithdrawal processes. Please refer to Section 3.4 ‘How towithdraw’.

The liquidity of the Underlying Fund was an importantconsideration in our selection of the Underlying Fund. Wedon't, however, set any specific restrictions in terms of theliquidity of the Underlying Fund and investment vehicles withinthe Fund’s investment structure.

AHL’s risk management practices include the regularmonitoring of risks to ensure they remain within prescribedlimits. Please refer to ‘Liquidity risk’ in Section 6 ‘Risks ofinvesting in the Fund’.

Should the Underlying Fund become illiquid, restrictions mayapply to withdrawals from the Fund. Please refer to Section3.5 ‘Restrictions on withdrawals’.

4.9 Use of leverageThe Fund and the Underlying Fund are not directly leveraged.

On a ‘look-through’ basis, however, the Fund’s andUnderlying Fund’s investments used to access the AHL AlphaProgram use leverage. Currently, the AHL Alpha Programaims to gain exposure to the price movements of $1.00 worthof assets for every $0.33 invested. This is possible becausethe AHL Alpha Program involves trading in futures, options,forward contracts, contracts for difference, swaps and otherderivative instruments which require deposits of only a portionof the value of the underlying assets.

For every $1.00 invested in the Fund, approximately $0.33is invested in the AHL Alpha Program, which then usesleverage; that is, for every $0.33 invested in the UnderlyingVehicles, AHL Strategies aims to gain exposure to the pricemovements of $1.00 worth of assets in the AHL AlphaProgram. The remaining $0.67 (approx.) is invested indirectlyin the Cash Deposit (as at the date of this PDS).

The allocation to the AHL Alpha Program may change overtime and may fluctuate approximately between $0.30 and$0.40 for every $1 of exposure.

Whilst we have determined that the types of and limits onleverage currently used by AHL Strategies are acceptable,we don't specify any particular acceptable types of leverageto be used or set any limits on the maximum allowed level ofleverage used by AHL in the management of the investmentvehicles within the Fund’s investment structure.

The Fund’s and Underlying Fund’s exposure to leverage is,however, controlled through Man AHL seeking to ensure thatthe underlying risk is managed in accordance withpredetermined levels.

Leverage example

The following example is provided to help you understandthe effect of leverage which arises from the use ofderivatives.

Assume the investment manager of a fund purchases aderivatives instrument for $25,000 which provides exposureto the price movements of $100,000 worth of assets(assuming the fund’s anticipated level of leverage).

Scenario 1

The asset increases in value by 5%.

The return on the fund’s investment of $25,000 is 20%($100,000 x 0.05 = $5,000).

Scenario 2

The asset falls in value by 5%.

The fund incurs a loss of 20% on its investment of $25,000.

Please note: The example is simplified to illustrate the effectof leverage. It does not include transaction and other costsassociated with the use of derivatives.

The example shows that the use of leverage can magnifyboth gains and losses.

Please refer to Section 6 ‘Risks of investing in the Fund’ forfurther information on the risks associated with the use ofleverage and counterparty risks.

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4.10 Use of derivativesDerivatives are financial instruments whose value is derivedfrom another security, commodity, currency, or index. Theuse of these instruments can dramatically reduce the costsof managing exposure to investment markets and makespossible a much wider universe of investment opportunities.

The Fund and the Underlying Fund don't hold derivativesdirectly but may have an indirect exposure to derivatives.

The use of derivatives is an integral part of the AHL AlphaProgram. The investments of the AHL Alpha Program aresubstantially all in exchange traded derivatives andover-the-counter derivatives, including futures, options,forward contracts, contracts for difference and swaps. Themajority of these investments are traded on an exchange.

In addition, AHL Strategies, into which the Underlying Fundinvests, uses derivatives to hedge its foreign currencyexposures.

Whilst we have determined that the types of and limits onderivatives currently used by AHL Strategies are acceptable,we don't specify any particular approved types of derivativesto be used or set any limits on exposure to derivatives byAHL in the management of AHL Strategies and otherinvestment vehicles within the Fund’s investment structure.

The derivative exposure of the AHL Alpha Program is,however, controlled through the application of Man AHL’scomputer driven processes, disciplined, real-time risk controlsand management information systems.

Please refer to Section 6 ‘Risks of investing in the Fund’ forfurther information on the risks associated with the use ofderivatives.

Derivative counterparties

In accordance with standard industry practice, whenpurchasing derivative instruments an entity may be requiredto secure its obligations to a counterparty. This may involvethe placing of margin deposits or equivalent with thecounterparty, which may or may not be segregated from thecounterparty’s own assets. An entity may have a right to thereturn of equivalent assets. These deposits or equivalent mayexceed the value of the entity’s obligations to the counterpartyas the counterparty may require excess margin or collateral.

Derivative counterparties to which the Underlying Vehiclesmay be exposed are recommended by the Man Group, basedon the services the counterparty can provide, the commercialterms of such services and the creditworthiness of thecounterparty.

The Fund and Underlying Fund are ultimately subject tocounterparty risk arising due to the use of derivatives. Forexample, the insolvency of a derivative counterparty couldresult in losses to the Fund and Underlying Fund. Thecounterparty risk could be concentrated. AHL seeks tominimise counterparty risk by selecting appropriatecounterparties for the transactions to be undertaken.

To the extent that such derivative counterparties havecollateral requirements, any collateral referable to the Fundand Underlying Fund may be pooled with the collateral ofother customers of the derivative counterparties and may beexposed to loss (for example, upon the insolvency of aderivative counterparty).

4.11 Labour standards or environmental,social or ethical considerationsMan Australia does not take into account labour standardsor environmental, social or ethical considerations whenmaking investment decisions.

We don't consider such factors when investing in theUnderlying Fund.

4.12 Important investment informationUnless otherwise indicated, a reference in the PDS to theFund, or the Underlying Fund, investing in a specific asset orasset class includes all types of investments which giveexposure to that asset and related asset class, directly orindirectly, including through derivatives and investment inother funds, and through any type of investment which wouldordinarily be understood in financial markets to be includedin that class. For example, investment in ‘Australian shares’includes investment in Australian share futures derivativesbased on an index of Australian shares, or funds which investprimarily in Australian shares.

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5. Benefits of investing in the Fund

5.1 Key benefitsSome of the benefits that may arise from an investment inthe Fund include the following.

Access to proven investment program: The Fundprovides investors with access to Man Group's longestrunning managed futures programs, the AHL AlphaProgram, a quantitative, computerised modelling systemthat seeks to identify price trends and investmentopportunities.

Potential for returns in rising and falling markets: TheAHL Alpha Program aims to generate medium to long termreturns in both rising and falling markets by identifying andtaking advantage of upward and downward price trends.

Access to professional investment expertise: The AHLAlpha Program is operated by Man AHL, a specialistinvestment division of Man Group plc. In addition to aproven investment philosophy and a dedicated team ofinvestment specialists, Man AHL credits its success to itsfinely tuned trading and implementation infrastructure andits unrivalled research capabilities.

Broad diversification across global markets andsectors: The AHL Alpha Program currently accessesaround 500 international markets across a wide range ofsectors including stocks, bonds, currencies, interest rates,energies, metals, debt, credit and agriculturals.

Low correlation to traditional markets: The Fund isgenerally expected to generate returns with a lowcorrelation to the performance of traditional asset classessuch as stocks, property and bonds. This may offerpotential for the Fund to be used to diversify a traditionalinvestment portfolio.

Other additional benefits that can be more generally obtainedby investing in managed funds include the following.

Increased buying power: Managed funds are able toaccess a range of domestic and international assets thatmay not be available to many individual investors.

Receipt of income and reinvestment of distributions:You will generally receive income from your investment inthe form of distributions and will generally have the abilityto ‘top-up’ your investment by reinvesting distributions inadditional units in the Fund.

Managing risk: Investing in managed funds can assist youin establishing a portfolio appropriate to your investmentneeds and your risk profile.

Access to your investment: Generally you can submitapplications to or withdrawals from the Fund on anyBusiness Day.

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6. Risks of investing in the FundAll investments carry risk.

The likely investment return and the risk of losing money isdifferent for each managed investment scheme, as differentstrategies carry different levels of risk based on the underlyingmix of assets. Generally, the higher the level of risk you’reprepared to accept, the higher the potential returns or losses.Assets with the highest long-term returns may also carry thehighest level of short-term risk. Growth assets, such as sharesand property, are generally considered the most volatileassets, ie they’re likely to experience greater fluctuations invalue than defensive assets, such as fixed interest and cash.

6.1 The Fund’s level of riskThe risk level of the Fund is ‘High’. This categorisation mayassist you to compare the risk of investing in the Fund withthe risk of investing in other funds. This isn't a completeassessment of all forms of investment risk and you shouldensure you're comfortable with the risks and potential lossesassociated with the Fund.

DescriptionRisk level

Very low risk of short-term lossVery low

Low risk of short-term lossLow

Low to medium risk of short-term lossLow to medium

Medium risk of short-term lossMedium

Medium to high risk of short-term lossMedium to high

High risk of short-term lossHigh

Very high risk of short-term lossVery high

6.2 General investment risksInvestment risk can be summarised as follows:

the variation in returns (volatility)

the potential to lose a portion of your capital (negativereturn)

the possibility that investment managers may not performas expected against their respective benchmarks.

The difficulty in accurately predicting investment returnsmeans returns are not guaranteed and that past performanceisn’t a reliable indicator of future performance.

6.3 Fund specific risksThe specific risks for the Fund and Underlying Fund mayinclude the following.

Investment strategy risk

There can be no assurance that the Fund and UnderlyingFund’s investment strategy will be able to achieve theobjective of generating medium to long-term returns in risingand falling markets. The investment strategy is subject to anumber of risks including the following.

The risk that AHL may make an investment decision thatdoesn't generate the targeted returns. For example, AHLmay select a financial institution to hold part or all of theCash Deposit that subsequently fails, in which caseinvestors may suffer a loss.

The risk that market conditions may not be favourable tothe AHL Alpha Program or that the computerised systemsunderpinning the AHL Alpha Program identify a trade thatproves not to be profitable. As the AHL Alpha Program

primarily adopts a ‘trend following’ investment approach(see Section 4), the following scenarios may result in lossesto the AHL Alpha Program which may significantly affectthe value of an investment in the Fund:i. the reversal of a price trend (ie the market moves in the

opposite direction to the position taken by the AHLAlpha Program), or

ii. the absence of upward or downward price trends inthe markets it accesses (ie the market is flat).

AHL may reduce AHL Strategies’ target investment exposureof 100% of NAV to the AHL Alpha Program taking intoaccount market conditions. If this occurs, the Fund will haveless exposure to the performance of the AHL Alpha Program,which may affect the Fund’s performance.

Volatility risk

The Fund, through its exposure to the AHL Alpha Program,may have investment exposure to markets that are volatile.This means that the value of the Fund’s underlyinginvestments may fluctuate more than other, less volatile,investments. Consequently, the trading of such investmentscan lead to substantial losses as well as gains within a shortperiod of time.

Asset class risk

This is the risk associated with a particular asset class. Forexample, equities are generally more volatile than fixed interestinvestments, while investing in international equities addsadditional risks because of currency movements, differingtax structures and social, economic and political factorsaffecting a country or region.

Market risk

While managed futures funds have the ability to achieveprofits in both rising and falling markets, they are still subjectto unforeseen events that may occur in investment markets.These may be caused by one or a number of factors suchas economic conditions, political events, environmental issuesor changes in technology. These are factors that can influencethe direction and volatility of the overall market as opposedto stock specific risks.

If any of these events occur, the Fund may not be able tomeet its investment objective.

Leverage risk

The Fund and the Underlying Fund ultimately invest throughthe Underlying Vehicles for the purposes of gaining accessto the AHL Alpha Program.

The Underlying Vehicles utilise leverage. Leverage may resultin the risk of substantial losses as well as the possibility ofgains to the Underlying Vehicles. Any event that adverselyaffects the value of an investment made by the UnderlyingVehicles would be magnified to the extent that leverage isused, and this would affect the performance of the Fund andUnderlying Fund. For example, if an investment is leveragedfrom $0.33 to $1.00, a loss of 33% (on the $1.00) would besufficient to reduce the value of the $0.33 investment to zero.

In the event of a decline in the performance of the AHL AlphaProgram, the Underlying Vehicles may be required to makefurther deposits and/or liquidate positions, and this may affectthe performance of the Fund and Underlying Fund. If lossescontinue to a level where there are insufficient funds to enabletrading to continue, the Underlying Vehicles may ceasetrading the AHL Alpha Program.

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AHL manages this risk for the Underlying Fund by seekingto ensure that the underlying risk is managed in accordancewith predetermined levels.

Derivatives risk

Risks associated with derivatives include the value of thederivatives failing to move in line with the underlying asset,issues associated with the management of the assets backinga derivative so a fund may not be able to meet paymentobligations as they arise, and counterparty risk in the caseof over-the-counter derivatives where no clearing house actsas an intermediary party (where the counterparty to thederivative contract cannot meet its obligations under thecontract). Please see ‘Counterparty risk’ below

Counterparty risk

The investments made by the Fund will be subject tocounterparty risk; for example, if a counterparty to a contractfails to perform its contractual obligations, then the Fund maysuffer a loss.

The AHL Alpha Program uses counterparties (for example,prime brokers) in the execution of its investment strategy. Ifa counterparty is unable, or fails, to perform its contractualobligations a loss may be incurred by the Underlying Vehicleswhich will in turn affect the value of the Underlying Fund andultimately the Fund.

To the extent that such derivative counterparties havecollateral requirements, any collateral referable to the Fundmay be pooled with the collateral of other customers of thederivative counterparties and may be exposed to loss (forexample, upon the insolvency of a derivative counterparty).

Counterparty risk also arises from the Fund’s indirectexposure to the Cash Deposit. For example, in the event thata financial institution which holds part or all of the CashDeposit fails, a loss may be incurred. In such circumstances,the Fund may not be able to rely upon depositor insuranceor depositor preference to mitigate this loss. Counterpartyrisk may be concentrated.

AHL seeks to minimise counterparty risk by selectingcounterparties that it considers appropriate for thetransactions to be undertaken. For example, in the case ofthe AHL Alpha Program, only prime brokers that are approvedby the Man Group’s due diligence processes will beconsidered. In the case of the Cash Deposit, counterpartiesmust satisfy the selection criteria set out in Section 4.5 ‘TheFund’s investment strategy’.

Liquidity risk

This is the risk that a security or asset may not be convertedto cash in a timely manner. The liquidity of the Fund willdepend on the liquidity of the Underlying Fund and the abilityof the Underlying Fund to satisfy withdrawal requests.

The Fund and Underlying Fund may be exposed to securitieswhich are in practice infrequently traded or for which typicaldaily volumes traded are small. It may not be possible to sellsuch securities when it's desirable to do so or to realise whatAHL perceives to be their fair value in the event of a sale.These circumstances could also impair a fund’s ability tosatisfy a withdrawal request in a timely manner and a fundmay need to consider suspending withdrawals.

AHL aims to reduce this risk by understanding the liquiditycharacteristics of securities and planning its trading so as tominimise the adverse consequences of low liquidity.

Model and data risk

You should note that the AHL Alpha Program is 100%systematic and relies solely on computer driven investmentdecision making. There are risks that are unique to this typeof activity, including risks arising from the use and relianceon technology, that may result in losses to Unitholders.However, AHL seeks to manage these risks through a varietyof mechanisms including rigorous testing and monitoring ofits investment strategies, use of disaster recovery and otherrisk management processes.

The Investment Manager relies heavily on proprietarymathematical quantitative models and data developed byboth the Investment Manager and those supplied by thirdparties rather than granting trade-by-trade discretion to theInvestment Manager’s investment professionals. Incombination, such models and data are used to constructinvestment decisions, to value both current and potentialinvestments, to provide risk management insights, and toassist in hedging the Underlying Fund’s positions andinvestments. Where such models and data prove to beincorrect, misleading or incomplete, any decisions made inreliance on these may expose the Fund to potential riskssuch that the Investment Manager may be induced to buycertain investments at prices that are too high, to sell certainother investments at prices that are too low, or to missopportunities altogether.

Some of the models used by the Investment Manager arepredictive in nature. The use of predictive models has inherentrisks. For example, such models may incorrectly forecastfuture behaviour, leading to potential losses on a cash flowand/or a mark-to-market basis. In addition, in unforeseenscenarios (often involving a market disruption of some kind),such models may produce unexpected results, which couldresult in losses for the Fund. As predictive models are usuallyconstructed based on historical data supplied by third parties,the success of relying on such models may depend heavilyon the accuracy and reliability of the supplied historical data.

All models rely on correct market data inputs. If incorrectmarket data is entered into even a well-founded model, theresulting valuations will be incorrect. However, even if marketdata is input correctly, “model prices” will often differsubstantially from market prices, especially for securities suchas derivatives.

The ability of the AHL Alpha Program to achieve its investmentgoals is dependent in large part on its ability to develop andprotect its models and proprietary research. These are largelyprotected through the use of policies, procedures,agreements and similar confidentiality measures. Any publicdisclosure could lead to opportunities for competitors toreverse-engineer the Investment Manager’s models, andthereby impair the performance of the Underlying Fund andUnderlying Vehicles.

Quantitative trading strategies are unlikely to be successfulunless the assumptions underlying the models are realisticand remain realistic (including via updates). If suchassumptions are inaccurate or become inaccurate and arenot promptly adjusted, it is likely that profitable trading signalswill not be generated. If and to the extent that the models donot reflect certain factors, and the Investment Manager doesnot successfully address this through its testing andevaluation, major losses may result. The Investment Managerwill continue to test, evaluate and add new models. Therecan be no assurance as to the effects (positive or negative)of any modification to the relevant models.

Further, the Underlying Fund and the Underlying Vehiclesdepend on the Investment Manager and its other serviceproviders to develop and implement appropriate systems for

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the trading activities of the Underlying Vehicles. Theseproviders rely extensively on existing and evolving computerprograms and systems for various purposes including thetrading, clearance and settlement of transactions. Thesesystems may be subject to certain limitations, including thosecaused by computer 'worms', viruses and power failures.Systems failure could have a material adverse effect on theUnit Price. For example, systems failures could causesettlement of trades to fail or cause inaccurate reports, whichmay affect the monitoring of the Underlying Vehicles andrelevant risks systems operated by third parties (for exampleby prime brokers) may be outside the control of theInvestment Manager.

Foreign currency exposure risk and interest raterisk

The Underlying Fund’s trading using the AHL Alpha Programwill involve trading in currencies other than Australian dollars.Trading in non-Australian dollar assets involves an exposureto currency fluctuations which may adversely affect theperformance of the Fund and the Unit Price. As aconsequence, the Investment Manager will seek, but cannotguarantee, a reduction of this exposure by either convertingprofits and losses into Australian dollars or hedging thatexposure, using a discretionary process on a regular basis,or by holding excess cash in Australian dollars. However,such currency hedging may not completely remove the risksassociated with having a foreign currency exposure.

Fluctuations in exchange rates could cause the value of theUnderlying Vehicles’ investments to increase or decrease.The Underlying Vehicles may have exposure to foreignexchange and interest rate risk. The Investment Managermay seek to manage exposure to foreign exchange and/orinterest rates through hedging transactions. To the extentthese hedging transactions are imperfect or are only placedover a portion of the target investment exposure, the Fundwill realise the resulting benefit or loss.

The Underlying Fund invests in shares of the Underlying Fundthat are denominated in AUD. To the extent unhedged, thevalue of the Underlying Vehicles’ direct or indirect investmentsin currency other than AUD will fluctuate with the applicableexchange rates as well as with the price changes of theunderlying investments.

The Fund has exposure to interest rate risks. To the extentprevailing interest rates change, it could affect theperformance of the Fund. For example, a reduction inprevailing interest rates could reduce the performance of theCash Deposit and thereby the Fund.

Regulatory and business risk

As the Fund is exposed to international investments, it issubject to the risk that laws may change in any jurisdictionwhere the investments are located or where the investmentvehicles within the Funds investment structure operate.There's also a risk that taxation or other applicable laws maychange in Australia that may affect the operation of the Fund.

The laws affecting pooled investment vehicles may alsochange in the future.

Fund risk

Fund specific risks include the risk that the Fund or theUnderlying Fund could be closed to new investments orwound up, the fees and expenses may change or theresponsible entity or the investment manager of the Fund orUnderlying Fund could be replaced or not meet expectations.

Operational risk

Operational risks include the risk of loss resulting frominadequate or failed internal processes, people and systems,or from external events. Adverse impacts may arise internallythrough human error, technology, or infrastructure changes,or through external events such as third party failures or crisisevents.

Trading systems and execution of orders risk

The AHL Alpha Program depends on its ability to establishand maintain an overall market position in a combination ofinvestments selected by the Investment Manager. There isa risk that the Investment Manager’s proprietarymathematically driven trading systems may not be able toadequately react to a market event (or systems failure) withoutserious disruption. Orders may not be executed in a timelyand efficient manner due, for example, to trading volumesurges or systems failures. As a result, the AHL AlphaProgram may not be able to achieve the market positionselected by the Investment Manager, which may result in aloss.

Given the volume, diversity and complexity of transactionsexecuted by the Investment Manager, investors shouldassume that trade errors will occur on occasion. TheInvestment Manager adopts a formalised process for thedocumentation and resolution of such trade errors, whichmay result in either a loss or a gain for the UnderlyingVehicles.

Manager-specific risk

Relates to an event specific to the investment manager thatcould impact the way the investments are being managed.

Conflicts of interest

There is a risk that conflicts of interest may arise for thedirectors of the responsible entity of the Underlying Fund, asthey may also be directors of other entities within the ManGroup or of any other entities who provide services to theresponsible entity of the Underlying Fund, which may receivevarious fees and commissions in relation to the UnderlyingFund.

International investments risk

International investments may be affected by movements inforeign currency exchange rates, interest rates, political andeconomic uncertainties, lower regulatory supervision andmore volatile, less liquid markets compared with Australianinvestments.

Emerging markets risk

The Underlying Fund may make investments that provideexposure to emerging markets. Emerging markets aregenerally considered riskier than developed markets due tofactors such as lower liquidity, the potential for political unrest,the increased likelihood of sovereign intervention (includingdefault and currency intervention), currency volatility andincreased legal risk. Emerging market investments thereforemay experience increased asset price volatility and face highercurrency, default and liquidity risk.

Compensation fee structure risk

The investment manager of AHL Strategies may receivecompensation based on the performance of the investmentsof the Underlying Fund. These arrangements may create anincentive for the investment manager to make morespeculative or higher risk investments than might otherwisebe the case.

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Segregation risk

The Class D1 AHL Alpha AUD Shares in AHL Strategies PCCLimited is a share class of a protected cell companyincorporated in Guernsey. Under Guernsey companies law,each protected cell will maintain segregated assets that arenot available to meet the liabilities of another protected cell.However, where the assets of the Underlying Vehicle areoutside of Guernsey and the action is brought against theClass D1 AHL Alpha AUD Shares in AHL Strategies PCCLimited or the assets in that jurisdiction, there can be nocertainty as to how the foreign courts will treat relevantprovisions of the Guernsey companies law. Furthermore, ifa liability is imposed on the Class D1 AHL Alpha AUD Sharesin AHL Strategies PCC Limited, it is not known how the courtswill deal with allocating the liability to one or more of thevarious protected cells. In addition, other jurisdictions maynot recognise this legal segregation of assets and as a resultthe Underlying Fund may incur losses in these circumstances.

6.4 Other risksFund performance risk

There is the risk that active management of the UnderlyingFund could deviate from the benchmark and lead tounderperformance. In addition, there is the risk that becauseof different levels of cash being held by this Fund and theUnderlying Fund it invests in, and the timing of applicationsand redemptions, the performance of the two stated fundscould be different.

Style-bias risk

An investment manager’s style is the approach it takes toreach a fund’s objective. Style-bias risk is the risk that theinvestment manager’s strategy and process mayunderperform its peers due to specific market conditions.

6.5 Risk managementWe monitor and periodically review the Underlying Fund toensure it continues to meet our assessment criteria andsatisfies the objectives of the Fund.

AHL also manages risk in a number of different ways,including through diversification and the use of appropriaterisk control measures.

The AHL Alpha Program is underpinned by computer drivenprocesses, disciplined real-time risk control and managementinformation systems. It is 100% systematic and positionedto respond quickly to price movements. This means the AHLAlpha Program can employ rigorous risk control acrossinvestments in a broad range of markets.

Risk management is an essential component of Man AHL’sinvestment management process. Man AHL has put in placea risk management framework which is designed to identify,monitor and mitigate the portfolio, operational andoutsourcing risks relevant to its operations. Man AHL’s riskmanagement framework is part of, and is supported by, theoverarching risk management framework of the Man Group.

Key principles of Man AHL’s risk management frameworkinclude the segregation of functions and duties where materialconflicts of interest may arise and having an appropriatedegree of senior management oversight of business activities.As part of this oversight, Man AHL’s activities are subject toregular review by the Man Group’s internal audit function.

Risk management consists primarily of monitoring risk andensuring the systems remain within prescribed limits.

Man Australia and AHL also apply rigorous risk controlprocedures as part of their respective roles in themanagement and investment of the Underlying Fund and

AHL Strategies. In the case of AHL, this includes risk controlsin relation to the Cash Deposit. AHL monitors counterpartyexposure to each applicable financial institution on an ongoingbasis by reviewing its credit rating, credit standing and shareprice movement. AHL meets formally every other month, andwhen needed in the interim to consider such factors.

6.6 Managing your level of riskRisk can be managed but it can’t be completely eliminated.It’s important to understand the following.

The value of your investment will go up and down.

Past performance isn’t an indicator of future performance.

The level of returns will vary and future returns may differfrom past returns.

Returns are not guaranteed and there’s always the chanceyou may lose money on any investment you make in theFund.

Laws affecting your investment in a managed investmentscheme may change over time.

The level of risk appropriate for you will depend on a rangeof factors including your age, investment timeframe, whereother parts of your wealth are invested and how comfortableyou are with fluctuations in the value of your investment overyour investment timeframe.

Changes in personal factors

Changes in your personal situation, such as changes in yourinvestment objectives, personal borrowings or individualneeds may affect the suitability of an investment.

Reducing your investment risk

You can potentially reduce investment risk in two main ways.

1. Invest for an appropriate length of time – The longeryou hold an investment, the greater the chance ofsmoothing out the impact of short-term marketfluctuations, particularly when considering more volatileinvestment options.

2. Diversification – This means spreading your investmentover a range of asset classes, industry sectors, regionsand investment managers, with the overall aim of reducingrisk. Holding your investment across a number of assetclasses, such as shares, property, fixed interest and cashoffers a greater chance of smoothing out the impact ofshort-term fluctuations in particular asset classes.

Choosing the right investment for your risk level

When choosing whether to invest in a fund we recommendyou speak to a financial adviser about the following factors:

your investment goals

your expectations for returns

the length of time you can hold your investment

how comfortable you are with fluctuations in the value ofyour investment.

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7. Fees and other costs

7.1 Fees and costs for the Fund

DID YOU KNOW?

Small differences in both investment performance and fees and costs can have a substantial impact on your long termreturns.

For example, total annual fees and costs of 2% of your account balance rather than 1% could reduce your final return byup to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member servicesjustify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the Fund or yourfinancial adviser.

TO FIND OUT MORE

If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securitiesand Investments Commission (ASIC) website (www.moneysmart.gov.au) has a managed funds fee calculator to help youcheck out different fee options.

This document shows fees and other costs that you may be charged. These fees and costs may be deducted from your money,from the returns on your investment or from the assets of the Fund as a whole.

Unless otherwise stated, all fees are inclusive of GST and take into account reduced input tax credits (RITC), if applicable, inrespect of the GST component of the fee.

Taxes are set out in Section 8 of this document.

You should read all the information about fees and costs because it is important to understand their impact on your investment.You can also use this information to compare the costs between different simple managed investment products.

How and when paidAmountType of fee or cost1

Fees when money moves in or out of the Fund

Not applicableNilEstablishment feeThe fee to open your investment

Not applicableNilContribution feeThe fee on each amountcontributed to your investment

Not applicableNilWithdrawal feeThe fee on each amount youtake out of your investment

Not applicableNilExit feeThe fee to close your investment

Management costs

The management fee2 is deducted from theFund's assets prior to a unit price beingdetermined. It is calculated and accrued on adaily basis and paid monthly in arrears.

1.79% pa of the net asset value of theFund.

The fees and costs formanaging your investment

The indirect costs3 are not directly charged orretained by us and are reflected in the unit priceof your investment in the Fund.This includesperformance-related fees of 0.20%.

Service fees

Not applicableNil (however buy-sell spreads apply)Switching feeThe fee for changing Funds

1 Fees in this PDS can be individually negotiated if you're a wholesale client under the Corporations Act.2 The management fee is directly paid from the assets of the Fund and is reflected in the unit price of your investment.3 The amount of indirect costs is an estimate in relation to the financial year ending 30 June 2019 based on the costs incurred by the

Underlying Fund. Refer to section 7.3 of this PDS for more information about performance-related fees and other indirect costs.

To see how fees and costs may affect your investment, use the calculator on the ASIC website atwww.moneysmart.gov.au/tools-and-resources/calculators-and-apps/managed-funds-fee-calculator.

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7.2 Example of annual fees and costs for the FundThis table gives an example of how the fees and costs of the Fund can affect your investment over a one year period. You canuse this table to compare this product with other managed investment products.

Example – Balance of $50,0001 with a contribution of $5,0001 during the year

For every additional $5,000 you put in, you will be charged $0.$0Contribution fee

PLUS

And, for every $50,000 you have in the Fund you will be charged $895.00 eachyear.

1.79%Management costs2

EQUALS

If you had an investment of $50,000 at the beginning of the year and you putin an additional $5,000 during the year, you would be charged fees of:

Cost of Fund

$895.002

What it costs you will depend on the fees you negotiate.

1 This amount is prescribed by legislation. The example above assumes that the $50,000 is invested for the entire year, the value of theinvestment is constant over the year and the additional $5,000 is invested at the end of the year. Therefore management costs are calculatedusing the $50,000 balance only.

2 Additional fees may apply. Please note this example doesn’t capture all the fees and costs that may apply to you, such as the buy-sellspread.

7.3 Additional explanation of fees and costsContribution (or entry) fees

There's currently no intention for a contribution fee to becharged for the Fund. If it was introduced, it would becharged as a percentage of each amount invested in theFund.

The Fund’s constitution limits the maximum contribution (orentry) fee we can charge for the Fund to 6% of the applicationmonies (excluding GST).

Changes in fees and costs

We may change the amount of the fees and costs payableto us without your consent (up to any maximum that isallowed under the Fund’s constitution). If we increase thefees or costs payable to us (such as the management fee),we will provide you with written notice at least 30 days priorto the change becoming effective.

Management costs

Management costs include the management fee and anyindirect costs payable. A summary of these fees is set outbelow.

Management fee

We charge a management fee for managing the assets ofthe Fund and overseeing the operations of the Fund. Themanagement fee is charged as a percentage of the value ofassets of the Fund. It’s accrued daily and paid from the Fundmonthly. The constitution for the Fund allows us to charge amanagement fee of up to 4% pa (excluding GST) of the valueof the assets in the Fund.

We’re also entitled to be reimbursed from the Fund forauthorised expenses incurred in the management andadministration of the Fund. Currently routine Fund expenses,including trustee, registry, custodian, accounting, audit andlegal expenses (excluding transaction costs), are paid out ofour management fee. If extraordinary or unusual expensesare incurred, we may choose to recover costs from the Fundand this will be reflected in the unit price.

Indirect costs

Indirect costs are determined as a percentage of the netasset value of the Fund. Indirect costs are an estimate of thecosts incurred in managing the Fund’s assets which directlyor indirectly reduce the return on the Fund. These costs arenot directly charged or retained by us. These costs mayreduce the net income of the Fund directly or may bededucted through the Underlying Fund (or funds in which theUnderlying Fund may invest, where applicable).

As the Fund invests into the Underlying Fund, we have reliedon the information provided by the investment manager ofthe Underlying Fund and have made reasonable enquirieswhere necessary to determine the appropriateness of theindirect costs provided.

The amount included in the table in Section 7.1 aboveconstitutes an estimate of the indirect costs incurred inrelation to the year ended 30 June 2019 in connection withmanaging the underlying assets of the Fund. These indirectcosts reduce the return on your investment in the Fund andmay vary from year to year.

They include:

Performance-related fees: We generally do not chargeperformance fees directly for the Fund. AHL manages theUnderlying Fund’s assets, which does not currently chargea performance fee. AHL may however be paid aperformance fee out of the assets of AHL Strategies, intowhich the Underlying Fund invests. This is referred to as a‘performance-related fee’ and is included in indirect costs.For further details on how performance-related fees arecalculated refer to the ‘Performance fees charged by theUnderlying Fund (performance-related fees)’ section below.

Other indirect costs: The Fund may incur other indirectcosts via investments through the Underlying Fund (orfunds in which the Underlying Fund may invest, whereapplicable). Typical indirect costs include costs incurredwithin the Underlying Fund which reduce the valuation ofthat Underlying Fund.

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Performance fees charged by the Underlying Fund(performance-related fees)

The Underlying Fund does not currently charge a performancefee. AHL may however be paid a performance fee out of theassets of AHL Strategies, into which the Underlying Fundinvests. Any performance fee accrued will be reflected in theunit prices of the Underlying Fund which is in turn used tocalculate the unit prices of the Fund.

The performance-related fee is equal to 20% of the increase(if any) in the net asset value per share over the previoushighest closing net asset value per share of AHL Strategies.The performance-related fee is calculated and accrued dailyand is paid annually in arrears as at 30 June.

The performance-related fee calculation is based on the ‘highwatermark principle’ whereby once a performance-relatedfee has been accrued in relation to the net asset value pershare on any day, no further performance-related fee can beaccrued until the net asset value per share increases abovethe previous highest net asset value per share on any previousday. If the net asset value per share falls below the previoushighest net asset value per share, no performance-relatedfee is accrued until this previous highest net asset value pershare has been recovered.

Transaction costs (including buy-sell spreads)

In managing the assets of the Fund, transaction costs maybe incurred when assets are bought and sold. These costsinclude brokerage, settlement, clearing, stamp duty and thedifference between the actual price paid or received foracquiring or disposing of an asset and its actual value at thattime. These transaction costs impact the return of the Fundwhen trading activity is undertaken to execute the Fund’sinvestment strategy and may be recouped in part or wholethrough the buy-sell spreads when applications andredemptions are made. They are an additional cost to you.Other transactional costs (if any) are borne by the Fund as awhole, as and when incurred.

An allowance for transaction costs arising from applicationsand redemptions made by investors into and out of the Fundis charged in the form of a buy-sell spread. Buy-sell spreadsare not retained by us but rather paid to the Fund to reducethe risk that other unit holders are disadvantaged by thetrading activity arising from applications or redemptions.Buy-sell spreads are determined after the daily unit price iscalculated and are applied to the daily unit price forapplications (ie the application price) and deducted from thedaily unit price for redemptions (ie the redemption price).

Transaction costs which arise from trading activity to executethe Fund’s investment strategy, and are not the result ofapplications into and redemptions from the Fund, are notcovered by the buy-sell spread.

We estimate that the total transaction costs for the Fundduring the year ended 30 June 2019 were 0.28% of theFund's net asset value, of which 0.00% was recouped viathe buy-sell spread when applications and redemptions tookplace. The difference of 0.28% is reflected in the netinvestment return of the Fund. These costs may vary in future.

The current buy-sell spread for the Fund is available in‘Additional Information – buy-sell spreads’ atbt.com.au/WholesalePlus. We may vary the buy-sell spreadfrom time-to-time and we won’t ordinarily provide prior notice.

Payments to platforms

From the fees we receive, we may pay (at our discretion)amounts to any Operator of an investment service orsuperannuation fund through which the Fund is madeavailable. This may take the form of product access payments(as a flat dollar amount per annum) for administration andinvestment related services.

The amount of these payments may change during the lifeof the PDS of the Fund. As these amounts are paid by usout of our own resources, they are not an additional cost toyou.

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8. How managed investment schemes are taxedYou should note that investing in the Fund is likely to havetax consequences. We strongly advise that you seekindependent professional tax advice before investing in theFund. Investing in the Fund may also affect your entitlementto pension or other social security benefits. We suggest youseek advice from your financial adviser or Centrelink.

The following information is a general summary only andshouldn't be relied upon as a complete statement of allrelevant laws. This information is provided as a generaloverview of how these tax laws apply to you. The applicationof these laws depends on your individual circumstances. Thisinformation applies to Australian resident investors unlessotherwise specified.

8.1 Tax position of the FundThe Fund attributes all of its taxable income, including realisednet capital gains and tax credits (if any), to investors eachyear on a fair and reasonable basis, having regard to theinvestors’ rights under the constituent documents. As such,the Fund should not be subject to income tax.

If, for any reason, there is income within the Fund which hasnot been attributed to any investor, the Fund may be taxedat the highest marginal tax rate in respect of this income.

8.2 Taxation of distributionsIncome attributed to you may form part of your assessableincome. This is the case regardless of whether the incomeis distributed to you in cash.

The components are provided annually in the tax statementissued by the Fund and is accompanied by a tax guide, whichis designed to assist you and (if applicable) your taxationconsultant in preparing your tax return.

The tax you pay will depend on the composition of thecomponents. The components can be made up of:

assessable income, such as dividends and interest

net realised capital gains (including CGT concessionamounts, if any)

tax credits, such as franking credits attached to dividendincome and foreign income tax offsets

non-taxable distributions, such as a return of capital ortax-deferred amounts.

If franking credits or foreign income tax offsets are includedin your components, you must determine your entitlementbased on your individual circumstances. Income attributedto you that is not distributed to you in cash will generallyincrease the cost base of your units.

8.3 Capital Gains Tax (CGT)Under the CGT provisions, you may realise capital gains orlosses when you dispose of your investments. Individuals,trusts and complying superannuation entities may be entitledto the CGT discount when disposing of units that have beenheld longer than 12 months.

Any realised capital gains that you derive from the disposalof your investments and/or distribution from the Fund maybe offset against your realised capital losses to determineyour net capital gain or loss for the year. Any ‘discountedcapital gains’ must be grossed up prior to being offset againstcapital losses. To the extent there is a net capital loss for theyear, this loss may be carried forward to future years andoffset against any future capital gains.

Certain investors (eg share traders) may be liable to pay taxon any gains made on the disposal of units as ordinaryincome, in which case the CGT provisions may not apply.

8.4 Non-resident investorsIf you’re not an Australian resident for tax purposes, we maywithhold tax on income attributed to you for the year,regardless of whether the income is distributed to you incash. The applicable rate of tax will vary depending on anumber of factors, including the type of the component andyour country of residence for tax purposes.

8.5 Quoting your tax file numberIn the application form for the investment service orsuperannuation fund, the Operator will ask for your tax filenumber (TFN).

It isn’t an offence if you don’t provide a TFN, however it’simportant to be aware that if you don’t provide your Operatorwith a TFN, an Australian Business Number (ABN), or anexemption reason, we may be required to withhold tax fromyour distributions at the highest marginal tax rate, plusMedicare levy, to meet Australian tax requirements.

If you’re exempt from providing a TFN you should write thereason for your exemption on the application form.

Australian companies and other entities that invest in thecourse or furtherance of their registered business can supplytheir ABN to us instead of their TFN.

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9. How to applyGenerally, the Fund isn't open to applications by directinvestors. You can, however, access the Fund indirectlythrough an investment service or superannuation fund. TheOperator will be recorded in the register as the investor andwill be the person who exercises the rights and receives thebenefits of an investor.

Indirect investors are subject to different conditions fromthose that would apply if investing directly in the Fund. Pleaserefer to the offer document for the investment service orsuperannuation fund you're investing through, or contactyour financial adviser or Operator if you have any queries.

Cooling-off rights don’t apply to any investments in the Fundacquired through an investment service or superannuationfund. Indirect investors should contact their Operator andread the Operator’s offer document for more information onany cooling-off rights that may apply in relation to the relevantinvestment service or superannuation fund.

If you wish to raise a complaint, please contact yourinvestment service or superannuation fund Operator.Customer Relations can assist you in this regard on1800 287 873.

If you are not satisfied with our response, you may lodge acomplaint with the Australian Financial Complaints Authority:

www.afca.org.auOnline:

info@afca.org.auEmail:

1800 931 678Phone:

Australian Financial ComplaintsAuthority GPO Box 3, Melbourne VIC3001.

Mail:

10. Other information

10.1 Unit holders’ rightsUnit holders’ rights are governed by the constitution for theFund and applicable legislation. This includes the right to:

receive distributions (where applicable)

receive copies of accounts and other information for theFund

attend and vote at unit holder meetings

receive your share of distributions if the Fund is terminated

subject to certain conditions, transfer units to any otherperson, and

pass units to a surviving joint holder by Will or otherwiseto your estate.

You don’t have the right to participate in the managementor operation of the Fund.

Under the constitution for the Fund, your liability is limited tothe amount invested in the Fund.

10.2 The Fund’s constitutionThe Fund is governed by its constitution which sets out rulescovering the following:

our powers, rights and duties as the responsible entity(including the right to fees, recovery of expenses andindemnification)

our remuneration

unit holders’ rights and obligations

liability of unit holders and the responsible entity

issue and redemption of units

distributions and distribution reinvestment

authorised investments of the Fund

how assets and liabilities of the Fund are valued

how the NAV of the Fund is determined

how the Fund may be terminated (including where the netasset value of the Fund is less than $5 million)

how we may be removed or replaced as responsible entity,and

our ability to set the minimum investment amount for theFund.

We may vary the constitution without unit holder consent ifwe, as the responsible entity, reasonably believe the variationwill not adversely impact unit holder rights. Otherwise wemust obtain unit holder approval in accordance withapplicable legislation. You can request a copy of theconstitution for the Fund at our registered office duringbusiness hours or you can request a copy free of chargefrom Customer Relations on 1800 287 873 or by emailingWholesalePlus@btfinancialgroup.com.

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10.3 Key services providersA number of key service providers are engaged to assist with the ongoing operation and administration of the Fund, UnderlyingFund and other investment vehicles included in the Fund’s investment structure.

The identity of the service providers engaged by us and Man Australia and a summary of the services they provide are includedin the following table.

Underlying FundFundKey servicesProvider

Not applicable1Not applicableInvestment managementInvestment manager

National Australia BankLimited

The Hongkong and ShanghaiBanking Corporation Limited,Sydney Branch

Hold the assets of the fund and acton behalf, and in accordance with,instructions from the responsibleentity.

Custodian

National Australia BankLimited2

Not applicableAdministration services includingprocessing applications, withdrawaland transfer requests.

Administrator

Ernst & YoungPricewaterhouseCoopersIndependent audit of the fund’sfinancial statements.

Auditor

1 AHL Partners LLP is the investment manager for AHL Strategies.2 AHL Strategies and the Underlying Vehicles have appointed BNY Mellon Fund Services (Ireland) Designated Activity Company to provide

valuation services.

The service providers for the Fund listed in the table abovehave provided their consent to being named, and statementsabout them being included, in this document. They have notwithdrawn this consent before the date of this document.

No service provider has authorised or caused the issue ofthis PDS or made any statement that is included in this PDSor any statement on which a statement in this PDS is based,except as stated above. Other than stated above, eachservice provider expressly disclaims and takes noresponsibility for any statements in, or any omissions from,this PDS. This applies to the maximum extent permitted bylaw but doesn't apply to any material to which the consentgiven above relates.

We have entered into, or may enter into from time to time,separate arrangements with each of the key service providersin relation to the Fund which generally set out the terms andconditions of the engagement, as well as the consequencesof any breaches to the terms of the engagement.

We have procedures in place to periodically monitor keyservice providers with the aim of ensuring services renderedare in accordance with the service agreements and servicelevel standards (where applicable), or otherwise in accordancewith applicable law or industry standards.

All material arrangements in connection with the Fund are onarm’s-length terms and there are no related partyarrangements within the Fund’s investment structure.

We don't perform any specific due diligence on the serviceproviders engaged by Man Australia and we don't stipulateany policies to be applied in relation to the custodialarrangements, or arrangements with other service providers,for the Underlying Fund or other investment vehicles withinthe Fund's investment structure

Man Australia, however, receives reports at least every threemonths regarding controls, procedures, processes (includingbusiness continuity arrangements) and performance in relationto its key service providers (except for the auditor), whichallows Man Australia to monitor the performance of theirduties.

Our process and rationale for selecting the Underlying Fundare outlined in Section 4.2 ‘How we invest your money’.

10.4 Related party transactionsThe Fund may invest in other funds of which we, or a relatedentity, are trustee, responsible entity or manager (relatedfunds). There’s no limit on the level of investment in relatedfunds. However, currently the Fund’s policy is to invest onlyin the Underlying Fund.

Subject to the Fund's constitution, we may appoint any ofour related entities (including Westpac Banking Corporation)to provide services (including banking services) or performfunctions in relation to the Fund, including acting as ourdelegate. We may also enter into financial or othertransactions with related entities in relation to the assets ofthe Fund and may sell assets of the Fund to, or purchaseassets from, a related entity. A related entity is entitled toearn fees, commissions or other benefits in relation to anysuch appointment or transaction and to retain them for itsown account. Such arrangements will be based on arm’slength terms or as otherwise permissible under the law.

In relation to the Underlying Fund, the directors of ManAustralia may also be directors of other entities within theMan Group or of any other entities who provide services tothem, which may receive various fees and commissions inrelation to the Underlying Fund.

The Man Group has a financial interest in the fees paid bythe Underlying Fund, directly or indirectly, for its exposure tothe AHL Alpha Program. The Man Group may also have afinancial interest in brokerage incurred using the AHL AlphaProgram.

AHL utilises various brokers and dealers to execute securitiestransactions. AHL Alpha Program transactions for theUnderlying Vehicles are allocated to brokers and dealers onthe basis of best execution (in accordance with the rules ofthe FCA, SEC and MiFID 2) based on a number of factors,including commissions/price, the ability of brokers and dealersto effect the transactions, the brokers and dealers facilities,reliability and financial responsibility. AHL need not solicitcompetitive bids and does not have an obligation to seek thelowest available commission cost. All such transactions willbe undertaken in compliance with the rules of the FCA oninducements.

25

The Underlying Fund may buy investments from, or sellinvestments to, AHL or its associates according to normalmarket standards and applicable law. Man Australia may alsoinvest in its own capacity in the Underlying Fund. However,the Cash Deposit will not be invested in any entity that is arelated party of the Man Group.

10.5 Conflicts of interestIn the course of managing the Fund, we may face conflictsin respect of our duties in relation to the Fund, related fundsand our own interests. We’ll resolve such conflict fairly andreasonably, and in accordance with the law, ASIC policy andour own policies.

Conflicts of interest may also arise for members of the ManGroup and their associates who are involved in other financial,investment or professional activities. In particular, AHL mayprovide advice, risk management services or other servicesin relation to a number of funds or managed accounts whichmay have similar investment strategies to that of theUnderlying Fund or funds in which, or managed accountsthrough which, the Underlying Fund invests.

Man Australia will have regard to its obligations to act in thebest interest of the Underlying Fund if a potential conflict ofinterest arises.

10.6 Our relationship with WestpacWhen we refer to ‘Westpac Group’, we mean WestpacBanking Corporation and its related bodies corporate,including WFSL. Entities within the Westpac Group mayprovide certain advisory and administrative services to ussuch as registry, investor reporting, the BT Online serviceand the BT website. Any fees we pay to these serviceproviders are paid by us out of our management fee and arenot an additional charge to you. We may also place theFund’s cash on deposit with members of the Westpac Group.

10.7 Reporting and disclosurerequirementsThe Fund is subject to regular reporting and may be subjectto continuous disclosure obligations. Copies of documentslodged with ASIC may be obtained from, or inspected at, anASIC office. You can also call us to obtain copies of thefollowing documents free of charge.

The most recent annual financial report lodged with ASICfor the Fund.

Any half year financial reports for the Fund lodged withASIC after the lodgement of the above annual financialreport and before the date of the PDS (if applicable).

Any continuous disclosure notices we place online atbt.com.au/pdsupdates or have lodged with ASIC.

You can only access the Fund through an investment serviceor superannuation fund approved by us. Please contact theOperator of the investment service or superannuation fundyou're invested in for information on reports you will receive.

10.8 Changes to Fund details andinvestmentsWe may make changes to the Fund at any time and in somecases without prior notice. This could include closing orterminating the Fund, amending its investment parameters,including the investment objective and strategy, investmentmanager, buy-sell spread or asset allocation ranges.

We will notify investors, including the Operator, about anymaterial change to the Fund’s details in our next regularcommunication or as otherwise required by law. If you are

an investor through an investment service you will not receivenotification from us, however details of any changes will beavailable at bt.com.au/pdsupdates.

10.9 Protecting your privacyWhy we collect your personal information

We collect personal information from you to process yourapplication, provide you with your product or service, andmanage your product or service including issuing units andcapital and income distributions to you, or as nominated byyou. We may also use your information to comply withlegislative or regulatory requirements in any jurisdiction,prevent fraud, crime or other activity that may cause harm inrelation to our products or services, and help us run ourbusiness. We may also use your information to tell you aboutproducts or services we think may interest you.

If you don't provide all the information we request, we mayneed to reject your application, or we may no longer be ableto provide a product or service to you.

How we collect your personal information

We may collect your information from many places includingcorrespondence with you, your adviser, our telephone callswith you or you using our website or emailing us. We mayalso collect your information from other members of theWestpac Group or from a service provider engaged to dosomething for us or another member of the Westpac Group.Our service providers typically include custodians, investmentadministrators, information technology advisers, mail-houses,auditors, legal advisers and consultants.

Disclosing your personal information

We may disclose your personal information to other membersof the Westpac Group, anyone we engage to do somethingon our behalf such as a service provider, and otherorganisations that assist us with our business. We may alsodisclose your personal information to any complaints bodyto which a complaint relating to this product or service isreferred, or to any person who acts on your behalf in relationto your investment, such as your financial adviser, solicitoror accountant.

We may disclose your personal information to an entity whichis located outside Australia. Details of the countries wherethe overseas recipients are likely to be located are in the BTPrivacy Policy.

As a provider of financial services, we have obligations todisclose some personal information to government agenciesand regulators in Australia, and in some cases offshore. Weare not able to ensure that foreign government agencies orregulators will comply with Australian privacy laws, althoughthey may have their own privacy laws. By using our productsor services, you consent to these disclosures.

Other important information

We are required or authorised to collect personal informationfrom you by certain laws. Details of these laws are in the BTPrivacy Policy.

The BT Privacy Policy is available at bt.com.au or by calling1800 287 873 or by emailingWholesalePlus@btfinancialgroup.com. It covers:

how you can access the personal information we holdabout you and ask for it to be corrected

26

how you may make a complaint about a breach of thePrivacy Act 1988 (Cth), or a registered privacy code, andhow we will deal with your complaint, and

how we collect, hold, use and disclose your personalinformation in more detail.

The BT Privacy Policy will be updated from time to time.

Where you have provided information about anotherindividual, you must make them aware of that fact and thecontents of this Privacy Statement.

We will use your personal information to contact you orsend you information about other products and servicesoffered by the Westpac Group or its preferred suppliers.Please call us on 1800 287 873 if you don't wish to receivemarketing communications from us.

10.10 Our reporting obligationsWe are required to identify tax residents of countries otherthan Australia in order to meet account information reportingrequirements under local and international laws.

If at any time after account opening, information in ourpossession suggests that you, the entity and/or any individualwho holds ownership and/or control in the entity of 25% ormore (Controlling Person/Beneficial Owner) may be a taxresident of a country other than Australia, you may becontacted to provide further information on your foreign taxstatus and/or the foreign tax status of the entity and/or anyControlling Person/Beneficial Owner. Failure to respond maylead to certain reporting requirements applying to theaccount.

By completing the application you certify that if at any timethere is a change to the foreign tax status details for you, theentity and/or any controlling persons/beneficial owner, youwill inform us. You also certify that if at any time there is achange of a controlling person or beneficial owner in yourentity, you will inform us.

A controlling person/beneficial owner refers to an individualthat directly or indirectly owns a legal interest in the entity of25% or more and/or exercises actual effective control overthe entity, whether from an economic or other perspectivesuch as through voting rights. In addition, in the case of atrust, a controlling person/beneficial owner includes anysettlors, trustees, appointers, protectors, beneficiaries orclasses of beneficiaries and in the case of an entity other thana trust, the term includes persons in equivalent or similarpositions.

10.11 Anti-Money Laundering, Counter-Terrorism Financing and SanctionsobligationsWe are bound by laws about the prevention of moneylaundering and the financing of terrorism as well as sanctionsobligations, including the Anti-Money Laundering andCounter-Terrorism Financing Act 2006 (AML/CTF laws).

By investing in the Fund you agree that:

We are required to carry out procedures that verify youridentity before providing services to you, and from time totime thereafter.

You are not investing in the Fund under an assumed name.

Any money you invest is not derived from or related to anycriminal activities.

Any proceeds will not be used in relation to any criminalactivities.

You will not initiate, engage in or effect a transaction thatmay be in breach of AML/CTF laws or sanctions (or thelaw or sanctions of any other country).

If we ask, you will provide us with any additional informationwe may reasonably require for the purposes of AML/CTFlaws or sanctions. This could include information aboutyou, your estate, about anyone acting on your behalf, ora holder of a beneficial interest in the investment, or thesource of funds used in connection with the investment.

We may obtain information about you, your estate, anyoneacting on your behalf, a holder of a beneficial interest inthe investment or the source of funds used in connectionwith the investment from third parties if we believe this isnecessary to comply with AML/CTF laws or sanctions.

In order to comply with AML/CTF laws and sanctions, wemay be required to take action, including delaying orrefusing the processing of any application or anytransaction related to your investment if we believe orsuspect that the application or transaction may breach anyobligation of, or cause us to commit or participate in anoffence under any AML/CTF laws or sanctions. We will notincur any liability in doing so.

Where legally obliged to do so, we may disclose theinformation gathered to regulatory and/or law enforcementagencies or other entities. We may share this informationwith other members of the Westpac Group.

We can close your investment without notice if we havereasonable grounds to suspect that there is a breach of anyof the conditions set out above, such as:

unsatisfactory conduct by you, or

failure by you to provide required information anddocumentation as requested within a stipulated timeperiod, or

any other reason in order to manage appropriately the riskswhich we are exposed to (including the risk of damage toour reputation).

10.12 Updated informationInformation in this PDS is subject to change from time totime. For information that is not materially adverse, such asminor changes to asset allocation for the Fund, we mayupdate such information by placing it on our website(bt.com.au/pdsupdates).You may also be able to obtain apaper copy of any updated information, free of charge, inseveral ways.

Contact your investment service or superannuation fundOperator (for indirect investors).

Contact your financial adviser.

Call our Customer Relations team on 1800 287 873.

Email us at WholesalePlus@btfinancialgroup.com.

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For more information

bt.com.au

1800 287 873

WholesalePlus@btfinancialgroup.com

Wholesale Plus FundsGPO Box 2337Adelaide, SA 5001

BT40062-1119ox