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  1. Onboarding/ ongoing administration:

    1. Each party will provide the other party with a list of persons who are authorised to act in accordance with the investment and also the capacity in which they are entitled to act in accordance with schedule 1 below.
    2. If the client wishes to transact or make any changes to its investment, instructions must be in writing and clearly authorised by relevant persons referred to in clause 1a above.
    3. If Nikko AM receives an instruction that appears to be authorised in accordance with clause 1a above, it is entitled to act on those instructions.
    4. At onboarding and over the course of the investment, the client will provide Nikko AM with all information it needs to comply with the law, including AML/CFT legislation.
    5. Notices must be sent to the postal address or email address separately advised by each party to the other and updated from time to time.
    6. Any change the parties wish to agree to the investment, or the terms of the investment may be made by exchange of letters signed by the parties.

  2. Confidentiality

    1. Except as required by applicable law or as is necessary for the performance of their obligations neither party shall disclose to any other person for any other purpose than as contemplated by the investment, any information that may be acquired by it shall keep all such information confidential, except where publicly available.

  3. Applications/withdrawals

    1. Applications and withdrawals shall be applied in accordance with the Trust Deeds and standard procedures that Nikko AM may vary from time to time.

  4. Rebalancing the investment

    1. The value of each of the Nikko Wholesale Funds will change from time to time. However, the client wishes to ensure that the Investor’s assets remain invested in the Nikko Wholesale Funds in accordance with the Investment Allocations1, Operating Ranges2 and Range Limits3. Accordingly:
      1. If Nikko AM becomes aware that the proportion of the Investment which is invested in any Nikko Wholesale Fund[or Total Fund Category is outside of an operating range, Nikko AM shall withdraw or apply for units in one or more Nikko Wholesale Funds specified in the Investment Allocation to the extent necessary to return the Nikko Wholesale Fund/s or Total Fund Category/ies proportions to be as near as practicable in the circumstances to the investment allocation.
      2. If Nikko AM becomes aware that the proportion of the Investment which is invested in one or more Nikko Wholesale Funds or Total Fund Category exceeds a Range Limit, Nikko AM will:
        1. take the steps specified in paragraph (i) above; and
        2. notify the Investor within one (1) Business Day of becoming aware of the Range Limit being exceeded.
      3. The client acknowledges and instructs that all applications and withdrawals, and any changes to the deviations from the investment allocation, will be subject to reasonable rounding, liquidity and any other restrictions of the relevant Nikko Wholesale Fund(s).

  5. Fees and charges

    1. The Management Fees and Charges in Appendix 2 are inclusive of all fees, costs and charges (including trustee and administration costs) in relation to the operation of the relevant Nikko AM Fund and any underlying sub-funds, with the exception of:
      1. any extraordinary costs (such as costs of any litigation on behalf of unitholders) which are charged to the relevant Nikko Wholesale Fund.
      2. ii. Performance fees in relation to any underlying exposures in:
        1. the Nikko AM Wholesale Concentrated Equity Fund which charges a performance-based fee, of 10% of gains above the “hurdle-rate” (5% above the RBNZ Official Cash Rate over a 12 month financial period, subject to reaching any high-water mark); and
        2. Any fees embedded in underlying funds/structures not operated by Nikko AM.
        3. Any buy/sell spreads are incorporated in the unit price for the relevant Nikko Fund. They are borne by the Investor and are retained by the relevant Nikko Fund. Changes to buy/sell spread will be advised in advance (see www.nikkoam.co.nz/invest/buy-sell-spreads ).
        4. All fees are exclusive of GST, if any.

      3. Billing

        1. Fees shall be billed quarterly in arrears based on average FUM of the Investment for the preceding period.
        2. An invoice detailing the computation and any deduction (if applicable) shall be provided to the client within 10 Business Days after each quarter end.
        3. Nikko AM is authorised to deduct its fees and charges from the investment by redeeming units held in the Nikko AM Wholesale Funds, the client may specify if there is a preferred Fund from which to pay fees. If for any reason Nikko AM does not or cannot deduct its fees from the investment, the client must pay the fees to Nikko AM within seven 7 Business Days of demand by Nikko AM.
      1 Investment Allocation means the proportional allocation of the Investment to the Nikko Wholesale Funds in Appendix 1
      2 Operating Range means the percentage range above and below the Investment Allocation specified in Appendix 1
      3 Range Limit means the percentage range above and below the Investment Allocation specified in Appendix 1