Carbon Fund/Announcement
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Salt Funds Registers PDS for Carbon Fund

Listing Change7 November 2018CO2Financials

Salt Listed Funds
Product Disclosure Statement

Offer of units in the Carbon Fund

Dated 12 October 2018

Issued by Salt Investment Funds Limited

This document gives you important information about this investment to help you decide whether you want to invest. There is other

useful information about this offer on www.disclose-register.companiesoffice.govt.nz. Salt Investment Funds Limited has prepared

this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial adviser to help

you to make an investment decision.

CarbonFund

Managed by Salt Funds Management

Carbon Fund Product Disclosure Statement1
1. Key information summary

What is this?

This is a managed investment scheme. Your money will be pooled with other investors’ money and invested in various investments.

Salt Investment Funds Limited will invest your money and charge you a fee for its services. The returns you receive are dependent

on the investment decisions of Salt Investment Funds Limited and of its investment manager and the performance of the

investments. The value of those investments may go up or down. The types of investments and the fees you will be charged are

described in this document.

What will your money be invested in?

Units in the Carbon Fund (referred to as the Fund), which we intend to quote on the NZX Main Board, are offered under this

Product Disclosure Statement (PDS).

Set out in the table below is a summary of the Fund. More information about the Fund’s investment target and strategy is provided

at Section 3, ‘Description of your investment option’.

Brief description of the Carbon Fund and its

investment objective

Risk indicator*

Estimated total annual

fund charges (of net asset

value)

The Fund’s investment objective is to provide investors

with a total return exposure to movements in the

price of carbon credits. The Fund has the ability to buy

carbon credits in emissions trading schemes in New

Zealand and offshore. As a result, the Fund may also

provide exposure to the price of carbon offshore.

The unique features of the Fund means that it will

not be appropriate for all investors. See Section

2, ‘How does this investment work?’ for more

information.

0.95%

* The historical price of carbon credits in New Zealand for the five years to 30 September 2018 has been used to calculate the risk

indicator because the Fund has not yet been in existence for a period of five years (the Fund was established on 12 October 2018).

The resulting risk indicator may be impacted by a Government policy shift that resulted in international carbon units becoming

ineligible for use within the New Zealand Emissions Trading Scheme (NZ ETS) during that period. As a result, the risk indicator may

provide a less reliable indicator of the potential future volatility of the Fund.

See Section 4, ‘What are the risks of investing?’ for an explanation of the risk indicator and for information about other risks

that are not included in the risk indicator. To help clarify your own attitude to risk, you can seek financial advice or work out

your risk profile at www.sorted.org.nz/tools/investor-kickstarter.

Who manages the Carbon Fund?

Salt Investment Funds Limited (we, our, or us) is the manager of the Carbon Fund. See Section 7, ‘Who is involved?’ for more

information.

How can you get your money out?

We intend to quote these units in the Fund on the NZX Main Board so you can sell your investment if there are interested buyers. The

amount you get may be less than the amount that you invested.

Investments in the Fund are not generally redeemable for cash. If redemptions are permitted, conditions will apply (including

minimum amounts), and we will be able to suspend, defer, or partially restrict withdrawals in certain circumstances.

See Section 2, ‘How does this investment work?’ for more information about how you can get your money out.

How will your investment be taxed?

The Fund is a listed portfolio investment entity (PIE). As a listed PIE, the Fund will pay tax at the rate of 28%. See Section 6 of the PDS,

‘What taxes will you pay?’ on page 9 for more information.

Where can you find more key information?

We are required to publish quarterly updates for the Fund. The updates show the returns, and the total fees actually charged to

investors, during the previous year. The latest fund updates will be available at www.carbonfund.co.nz. The manager will also give you

copies of those documents on request.

Carbon Fund Product Disclosure Statement2
Table of contents

1. Key information summary 1

2. How does this investment work? 2

3. Description of your investment option 5

4. What are the risks of investing? 6

5. What are the fees? 8

6. What taxes will you pay? 9

7. Who is involved? 9

8. How to complain 10

9. Where you can find more information 10

10. How to apply 11

2. How does this investment work?

This PDS contains an offer of units in the Fund. The Fund has been established within the registered managed investment scheme

known as the Salt Listed Funds (Scheme). We intend to quote the units in the Fund on the NZX Main Board (under code CO2).

We, Salt Investment Funds Limited, are the manager of the Fund. We are a wholly-owned subsidiary of Salt Funds Management

Limited (Salt), a boutique investment management firm.

The New Zealand Guardian Trust Company Limited is the supervisor of the Fund (Supervisor). We have appointed Link Market

Services Limited to provide registry services, and MMC Limited to provide other administration services, for the Fund. Salt is the

investment manager for the Fund.

Structure of the Salt Listed Funds

The Scheme is structured as a master trust with one Fund established within it. The Scheme is governed by a master trust deed, and

an establishment deed for the Fund, entered into between us and the Supervisor. The Fund is a separate trust fund – which means

that the assets of the Fund cannot be used to satisfy the liabilities of any other fund established within the Scheme.

Any investment directly into the Fund is converted into units in the Fund. By purchasing units in the Fund, you are pooling your

money with other investors, which Salt then invests in underlying investments. All units in the Fund have equal value.

Your units represent your proportionate holding of the Fund’s net assets (its assets less fees and expenses), although they do

not give you legal ownership of, or any direct right to, those underlying assets. Because unit values (unit value) are based on the

Fund’s net asset value (net asset value), those unit values will fluctuate in line with the changing value of the Fund’s underlying

investments. The price at which units trade on the NZX Main Board will also fluctuate, based on a number of factors.

Returns from investing in the Fund are reflected in changes in the unit value, and the price you receive when you sell your units

(or redeem them, if we permit). Although we do not currently intend to make distributions, we may do so in the future, from the

income or capital of the Fund. In that case, part of your return would be reflected in those distributions.

Significant benefits

Investing in the Fund offers a range of benefits, including:

• Market access: The Fund provides access to investments that might otherwise be difficult to achieve on your own.

• Transparency and ability to trade on-market: Once quoted, units in the Fund can be bought and sold on the NZX Main Board like

shares in a company.

• Experienced investment managers: The Fund utilises the investment expertise of highly experienced managers who have a

multi-decade perspective on investment opportunities and investment risk.

Investment strategy of the Fund

The Fund is intended to provide investors with a total return exposure to movements in the price of carbon credits. The Fund has

the ability to buy carbon credits in emissions trading schemes in New Zealand and offshore.

Carbon Fund Product Disclosure Statement3
What is the New

Zealand Emissions

Trading Scheme (NZ

ETS)?

The NZ ETS is the primary tool that New Zealand has developed to facilitate efforts to reduce

greenhouse gas emissions.

The price of carbon in New Zealand is standardised by New Zealand Units (NZU). An NZU represents

one metric tonne of carbon dioxide equivalent. Emitters in the NZ ETS are obligated to surrender to the

government a tradable emission unit (one NZU) for each tonne of emissions for which they are liable.

NZUs are created by the Government, and can be earned by greenhouse gas absorbers, such as forestry.

How does the NZ ETS

market work?

The NZ ETS commenced operating in 2008. The market works by having a tradable price on a NZU.

Having a price on carbon sends price signals to producers, consumers, and investors which enables and

encourages a change in behaviour with respect to greenhouse gasses.

In general, participants can acquire emission units by:

1) Receiving them for free.

2) Buying them from other participants.

3) Buying them at auction.

4) Earning them by ETS removal activities.

How does emissions

trading work within the

NZ ETS?

NZU trading is done primarily on an over-the-counter (OTC) basis. An OTC market means a market

where financial instruments (in this case NZUs), are traded directly between two parties and without the

facilitation of a physical exchange such as the New Zealand Stock Exchange. Participants in the market

(such as OMF or Carbon Match), can act as intermediaries between parties to the transaction.

There is no limit on the price that NZUs can trade at on the open market. There is, however, a Fixed

Price Option (FPO) currently set at $25 per NZU available to emitters. Prices for NZUs may be found on

financial service platforms such as; Bloomberg, CommTrade Carbon, and Carbon Match.

Changes to the ETS

which may have

affected prices

In the 2008 NZ ETS market design, NZ participants had both buy and sell linkages with the international

Kyoto market. There was no restriction on the number of units that could be purchased from the

Kyoto market and surrendered in the NZ ETS to cover emissions obligations. This created a large supply

demand imbalance and strong downward pressure on the price of NZUs as participants “banked” their

allocation of NZUs and fulfilled domestic surrender obligations via Kyoto market units.

The NZ ETS “de-linked” from the Kyoto markets during 2015. From 2015 NZUs were primarily used to

satisfy NZ ETS participants emission obligations and NZUs experienced strong price appreciation.

Proposed changes to

the NZ ETS

It is widely accepted that the current market settings of the NZ ETS are not fit-for-purpose for New

Zealand achieving its Paris Agreement emission reductions commitments.

In August 2018, the Ministry for the Environment released a consultation document highlighting

proposals to improve the NZ ETS and support New Zealand’s wider climate change policy targets. The

key proposals arising are to:

• introduce an annual process for setting and announcing NZ ETS unit supply volumes over a five-year

rolling period.

• replace the current $25 FPO, with a different mechanism called a ‘cost containment reserve’.

• limit the number of international units NZ ETS participants can use if the scheme reopens to

international carbon markets.

• phase-down free industrial allocations.

Historically, the value of carbon credits has fluctuated significantly, and has been affected by regulatory and political changes to a

greater extent than other asset classes. These unique features mean that the Fund will not be appropriate for all investors. To find

out more about the NZ ETS please see the OMI document on the offer register at www.disclose-register.companiesoffice.govt.nz.

Further information is set out in Section 3, ‘Description of your investment option’ and Section 4, ‘What are the risks of investing?’.

Carbon Fund Product Disclosure Statement4
Making investments

Initial offer period

Units in the Fund will first be offered during an initial offer period. The purpose of the initial offer period is to ensure that there are

units available for quotation on the Fund’s listing date.

The timetable for the initial offer period is expected to be as follows:

Opening date for initial offer periodTuesday 23 October 2018

Closing date for initial offer periodMonday 5 November 2018

Issue and allotment dateWednesday 7 November 2018

Date on which the Fund lists on the NZX Main Board, units are quoted, and

trading commences

Thursday 8 November 2018

The above dates are indicative only and are subject to change. We may vary the timetable in our discretion (including changing the

dates that the initial offer period opens and closes) and accept late applications. We also reserve the right to cancel the offer and

the issue of units. If we cancel the offer, any application monies received will be refunded (without interest) as soon as practicable,

and within no more than 10 business days of cancellation.

During the initial offer period you can invest in the Fund directly (via www.carbonfund.co.nz), through an administration service,

financial adviser or NZX Participant (such as a broker). All units purchased during the initial offer period will be issued at a fixed unit

price of $1.00.

Investing after the initial offer period

Units in the Fund will continue to be issued after the initial offer period has closed and will be available for purchase on market

through an NZX Participant.

Purchase of units in the Fund

Investing directly

You can invest in the Fund via www.carbonfund.co.nz by making lump sum investments, either by

cheque or direct credit. We can reject an application at our discretion, and are not required to give

reasons. We may stop accepting direct investments at any time and only permit investments via an

administration service, financial adviser or NZX Participant.

Once you have made an initial investment, there is no obligation to make further payments. If

permitted, investments of any amount can usually be made, provided the following minimums are met:

Type of contributionMinimum

Initial investment$5,000

Additional lump sum investment$1,000

We can waive these minimums generally or in a particular case. We can also change these minimums

from time to time. We can, at our discretion, accept consideration for units in a form other than cash,

including existing investments. Please contact us if you would like to discuss this option.

Investing through an

administration service

or financial adviser

Certain administration services and financial advisers have arrangements for investing in the Fund

through us or through an NZX Participant. Any investment made through an administration service will

be held by the administration service’s custodian on your behalf and different minimum investment

levels may apply to the particular service that you use. You will need to make payments to the provider

of that service by following the process it has. The provider will be able to provide you with details.

Issue of units

If you purchase units in the Fund they will be issued at the unit price. The unit price is calculated by

dividing the Fund’s net asset value by the number of units on issue. Valuation Days currently occur

every Friday. When a Wednesday or a Friday fall on a public holiday processing of applications and

Valuation Days will defer to the next Business Day. Generally, if we receive a valid application (and

accept that application) before 1.00pm on the Wednesday immediately before a Valuation Day, we

will issue units at the price set using the Fund’s net asset value for that Valuation Day. If we receive

the application on or after 1.00pm, we will issue units at the price set using the next Valuation Day’s

values. You can access the net asset value of the Fund on the website www.carbonfund.co.nz. We also

may defer processing applications if we consider it necessary or desirable.

Carbon Fund Product Disclosure Statement5
Purchasing units on market

Investing through an

NZX Participant

Once quoted on the NZX Main Board, units will be able to be purchased on market at the quoted price

through an NZX Participant (such as a broker). See www.nzx.com/services/market-participants for a

list of current NZX Participants. The quoted price on the NZX Main Board may differ from the unit price

provided by the Fund and may be traded at a discount or premium to the unit price. The quoted price

is published on the NZX Main Board. You can elect whether to purchase on market and at what price.

You may use the published net asset value of the Fund (on the website at www.carbonfund.co.nz) used

to set the unit price as a reference.


If you invest through an administration service, financial adviser or NZX Participant, they may charge you a fee for their services.

See the Other Material Information (OMI) document on the offer register at www.disclose-register.companiesoffice.govt.nz for

more information about making investments.

Withdrawing your investments

We intend to quote the units in the Fund on the NZX Main Board, so you can sell your investment through an NZX Participant (such

as a broker) or financial adviser if there are interested buyers. In very limited circumstances, we can restrict transfers of units. For

example, where the transfer would result in an investor holding less than the required minimum holding or could result in the Fund

losing PIE status. In order to trade quoted units, you will need to have a Common Shareholder Number (CSN), an Authorisation Code

(FIN) and a relationship with an NZX Participant. Opening an account with an NZX Participant can take a number of days depending

on the Participant’s new client procedures.

Investments in the Fund are generally not redeemable for cash. If we allow redemptions, conditions will apply (including minimum

amounts) and we will be able to suspend, defer or partially restrict withdrawals in certain circumstances.

See the OMI document on the offer register at www.disclose-register.companiesoffice.govt.nz for more information about

withdrawals.

3. Description of your investment option

The table below shows details of the Fund:

Carbon Fund

Summary of investment objectives and

strategy

Target

investment mix

Risk

category

Minimum

suggested

investment

time frame

Suitability

The Fund’s aim is to provide investors with a

total return exposure to the price of carbon

credits. The Fund has the ability to buy carbon

credits in emissions trading schemes in New

Zealand and offshore.

The Fund gains its exposure to the price

of carbon credits in the NZ ETS through

purchasing and holding carbon credits on

the NZ ETS. We may also use swaps or other

derivatives to gain exposure to the NZ ETS.

The Fund will also have the ability to buy

carbon credits in international emission

trading schemes, as well as futures, swaps

or other derivatives that provide exposure to

international schemes. As a result, the Fund

may also provide exposure to the price of

carbon offshore. See Section 2, ‘How does this

investment work?’ for more information.

Cash and cash

equivalents 2%

Commodities

(carbon) 98%

7*5 yearsThe historical carbon price has

been quite volatile relative to

traditional asset classes such as

shares and bonds. Price fluctuation

plays a significant role in the

carbon market and carbon dioxide

emissions reduction. Many factors

influence the price of carbon

credits including political decisions,

regulation, fuel prices, and even

global weather and climate

change.

These unique features mean that

the Fund will not be appropriate

for all investors. Please read the

next section ‘What are the risks

of investing?’ before considering

an investment in the Fund.

Please speak to your authorised

financial adviser before investing

in the Fund.

* The historical price of carbon credits in New Zealand for the five years to 30 September 2018 has been used to calculate the risk

indicator because the Fund has not yet been in existence for a period of five years (the Fund was established on 12 October 2018).

The resulting risk indicator may be impacted by a Government policy shift that resulted in international carbon units becoming

Carbon Fund Product Disclosure Statement6
ineligible for use within the NZ ETS during that period. As a result, the risk indicator may provide a less reliable indicator of the

potential future volatility of the Fund. Please see the section on risks in the OMI document on the offer register at

www.disclose-register.companiesoffice.govt.nz.

We can change the statement of investment policy and objectives (SIPO) for the Fund, which outlines how the Fund invests, after

giving notice to the Supervisor. We will give you at least one month’s prior notice of any material changes to the SIPO. The most

current version of the SIPO is available on the schemes register at www.disclose-register.companiesoffice.govt.nz. A description of

any material changes to the SIPO will be included in the Fund’s annual report.

Further information about the assets in the Fund can be found in the fund updates (once available) at www.carbonfund.co.nz.

4. What are the risks of investing?

Understanding the risk indicator

Managed funds in New Zealand must have a standard risk indicator. The risk indicator is designed to help investors understand the

uncertainties both for loss and growth that may affect their investment. You can compare funds using the risk indicator.

Set out on the right is an example (blank) risk indicator. See the table on page 1 for the filled-in risk

indicator for the Fund.

The risk indicator is rated from 1 (low) to 7 (high). The rating reflects how much the value of the

fund’s assets goes up and down (volatility). A higher risk generally means higher potential returns over time, but more ups and

downs along the way.

To help you clarify your own attitude to risk, you can seek financial advice or work out your risk profile at www.sorted.org.nz/tools/

investor-kickstarter.

Note that even the lowest category does not mean a risk-free investment, and there are other risks (described under the heading

‘Other specific risks’) that are not captured by this rating.

This risk indicator is not a guarantee of a fund’s future performance. The risk indicator is based on the returns data for the five

years to 30 September 2018. While risk indicators are usually relatively stable, they do shift from time to time. You can see the most

recent risk indicator in the latest fund update for this Fund (once available).

General investment risks

Some of the things that may cause the Fund’s value to move up and down, which affect the risk indicator, are investment return

risk, asset-specific risk, market risk, credit risk, liquidity risk, derivative risk, and currency risk.

RiskDescription

Investment return

risk

Investment risk is the risk that returns from the Fund’s investments will be negative or lower than expected,

affecting the value of your investment in the Fund. Different asset classes have different levels of risk.

For example, the carbon asset class is generally considered higher risk and potentially more volatile than

equity and property investments. The price of carbon credits is affected by many factors including weather

conditions, development of fuel switching and storage possibilities and public sentiment.

Asset-specific riskAsset-specific risk is the risk associated with exposure to a single asset class. Risk associated with investing

in one specific asset can be eliminated by diversification of your investment across more asset classes,

especially those that behave differently in similar market conditions.

Market riskInvestments generally are affected by movements in market demand and supply, economic conditions,

market sentiment, political events, natural disasters, and consumer demand. The demand and supply for

carbon credits on the NZ ETS affects the Fund’s value.

Credit riskCredit risk is the risk that a party to a contract with the Fund defaults, fails to complete a transaction, or

otherwise becomes unable to meet its financial obligations. If the Fund enters into a contract with a third

party that defaults, this could affect the unit value.

Carbon Fund Product Disclosure Statement7
RiskDescription

Liquidity riskLiquidity risk is the risk that investments cannot be sold without loss of capital and minimum delay, due to

either limited market depth for the trading of the investment in the secondary market (refer to ‘NZX waiver’

on page 8 below for more information) or disruptions in the market place for the investment. If the demand

for carbon credits on the emissions trading scheme in which the Fund trades diminishes, this could have

an impact on the unit value. For example, if there are fewer buyers than sellers on the emissions trading

scheme the unit value may drop.

Derivative risk As the Fund may use a range of derivatives including forwards, futures and options, its investment

movements may be more volatile than a fund with no derivative exposure. The Fund is permitted to hold

derivatives that provide exposure to the price of carbon. The performance of derivatives can be more

volatile than holding carbon credits directly and this could affect the unit value.

Currency riskThe Fund is permitted to hold carbon credits on overseas emissions trading schemes. Currency fluctuations

in the exchange rate between the overseas market currency and the New Zealand dollar may impact the unit

value. However, the Fund will generally be 100% hedged to any overseas currency exposure.

Other specific risks

The other specific risks set out below also apply to the Fund but are not reflected in the risk indicator. We have processes in place to

mitigate, to the extent practicable, these risks.

RiskDescription

Key person riskAs we and Salt are boutique fund managers, the Fund is dependent on the continued involvement and

commitment of key investment personnel. The loss of any of them could have an adverse effect on our and

Salt’s ability to make investment decisions in respect of the Fund, and therefore on the Fund’s returns.

Regulatory and

political risk

Your investment could be affected by changes in the laws, regulations or rules regulating the New Zealand

Emissions Trading Scheme or any international emission trading scheme where the Fund is invested. For

example, the Government could change the rules around the fixed price option (the cap on the amount

which carbon emitters must pay per tonne of carbon emissions). A change in current political settings

towards the New Zealand Emissions Trading Scheme may also affect the price of New Zealand Units. For

example, the Government may include other gas emissions like methane or nitrous oxide into the New

Zealand emissions trading scheme. This could have an impact on the unit value.

Economic riskA slowing in economic growth may reduce an emissions-intensive operator’s output. This may in turn lower

the demand for offsetting carbon credits. Conversely, accelerating economic growth may increase emissions

and increase demand for carbon credits by emitters. This will have an impact on the unit value. For example,

greater consumption of goods by a growing population may lead to more trucks on the roads which leads to

greater greenhouse gas emissions and higher demand from trucking companies to acquire carbon credits to

offset their higher emissions.

Trading riskThere is a risk that you may become unable to buy or sell units in the Fund on the NZX Main Board, or that

the quoted price for your units is less than the unit price. This could occur if there is an imbalance of supply

and demand for units in the Fund.

In addition, there is a risk that, in certain circumstances, trading of the Fund’s units may be suspended, or

the Fund’s units removed from quotation, on the NZX Main Board.

The Fund’s underlying carbon credits may also cease to be able to be traded on the emissions trading

schemes currently used for buying and selling those assets. For example, the Government may change its

priorities and decide to terminate the emissions trading scheme on which carbon credits are traded. This

would have an impact of the unit value.

See the OMI document on the offer register at www.disclose-register.companiesoffice.govt.nz for more information about risks.

Carbon Fund Product Disclosure Statement8
Non-standard designation/ NZX Waivers

NZX Regulation (NZXR) has granted a number of waivers in respect of the Fund, including waivers from the requirements of NZX

Main Board Listing Rules (Rules) 3.1.1(a), 3.1.1(b), 3.3.1(a), 3.3.1(c), 3.3.2 to 3.3.4, 3.3.5 to 3.3.15, 3.4.1 to 3.4.3, 3.5.1, 3.5.2, 3.6,

Section 4, 5.2.3, 7.3, 7.4, 7.5, 7.6.1 to 7.6.3, 7.11.1, 7.12.1, 9.2, 10.3.2, 10.4.1(b), 10.4.2, and 10.6.1(a), and approval under Rule 11.1.5.

As a consequence of these waivers, the Fund will bear a ‘non-standard’ designation of the NZX Main Board.

One of the waivers granted in the NZXR decision granted us, as manager of the Fund, a 12 month waiver (‘Waiver’) from Rule 5.2.3

to the extent that Rule requires units to be held by at least 500 members of the public (each holding at least a minimum holding).

The Waiver is subject to the following conditions:

• The Fund discloses liquidity as a risk in the PDS for the offer of Units during the period of the Waiver;

• The Fund clearly and prominently discloses the Waiver, its conditions, and its implications in the PDS for the offer of units during

the period of the Waiver;

• The Fund clearly and prominently discloses the Waiver, its conditions, and its implications in the Fund’s half year and annual

report for each year the Waiver is relied on;

• We ensure that the total number of members of the pubic holding units and the percentage of units held by members of the

public holding at least a minimum holding are monitored at the end of each quarter;

• We provide NZXR with a written quarterly update of the total number of members of the public holding units holding at least a

minimum holding and the percentage of units held by members of the public holding at least a minimum holding. The quarterly

updates are from the date the Waiver is granted, for the period of the Waiver. The updates are to be provided to NZXR within ten

business days of the end of each quarter;

• The nature of the Fund’s business and operations do not materially change from those described in this PDS.

The implication of the Waiver is that, at least initially, units in the Fund are not expected to be widely held and there may be

reduced liquidity in the Fund as a result (refer to ‘Liquidity risk’ on page 7 of the PDS for information).

5. What are the fees?

You will be charged fees for investing in the Carbon Fund. Fees are deducted from your investment and will reduce your returns.

The fees you pay will be charged in two ways:

• regular charges (for example, annual fund charges). Small differences in these fees can have a big impact on your investment over

the long term

• one-off fees (although none are currently charged).

Annual fund charges

The Fund’s annual fund charges are as follows:

Estimated total annual fund charges (of net asset value)0.95%


What the fund charges cover

The annual fund charges are made up of our management fee, which we are paid for acting as manager of the Fund. Out of this fee

we pay the fees and costs charged by the Supervisor, custodians, investment manager, administration manager, and unit registrar,

as well as other expenses incurred in operating the Fund (other than transaction costs).

The management fee is deducted from, and reflected in, the value of the Fund. It is calculated and accrued daily as a percentage of

the daily gross asset value of the Fund (which essentially means its net assets but ignoring any accruals for fees and expenses). As

a result, the fund charges have been estimated as a percentage of net asset value in the above table. The management fee is paid

monthly in arrears from the Fund.

The fund charges are disclosed on a before-tax basis. GST will be added to the fund charges, where relevant.

Carbon Fund Product Disclosure Statement9
In addition, transaction costs are reflected in the Fund’s unit price and could therefore affect returns.

If you invest through an administration service, financial adviser or NZX Participant, they may charge you a fee for their services.

Individual action fees

There are currently no individual action fees charged. However, if you buy or sell units in the Fund through an NZX Participant (such

as a broker) they may charge you a fee for their services.

You may be charged other fees on an individual basis for investor-specific decisions or actions in the future. See the OMI document

on the offer register at www.disclose-register.companiesoffice.govt.nz.

Example of how fees apply to an investor

Julia invests $10,000 in the Fund.

She is charged management and administration fees, which work out to about $95 (0.95% of $10,000). These fees might be more

or less if her account balance has increased or decreased over the year.

Estimated total fees for the first year

Fund charges: $95

See the latest fund update (once available) for an example of the actual returns and fees investors were charged over the past

year.

The fees can be changed

We can change the fees set out above or introduce new fees in the future, subject to the maximum fees set out in the master trust

deed for the Scheme. The maximum management fee that can be charged is 2% of the Fund’s gross asset value plus any GST, and

the maximum Supervisor’s fee is the greater of $20,000 or 0.075% of the Fund’s gross asset value plus any GST. We are also entitled

to be reimbursed from the Fund for expenses we incur.

Where fees are increased we will give affected investors one month’s prior notice. We will also give affected investors one month’s

prior notice if we decide to recover expenses from the Fund. Although we do not currently intend to do so, we can introduce

contribution, withdrawal, or switching fees by two months’ prior notice. We can also waive our fees, and begin incorporating buy /

sell spreads into the Fund’s unit price.

We must publish a fund update for the Fund showing the fees actually charged during the most recent year. Fund updates (once

available), including past updates, are available at www.carbonfund.co.nz.

6. What taxes will you pay?

The Fund is a listed portfolio investment entity. The amount of tax that the Fund pays is calculated at the rate of 28%. As a result,

even if the rate of tax payable by the Fund is higher than your marginal rate, you will not get a refund of any of the tax paid by the

Fund.

See the OMI document on the offer register at www.disclose-register.companiesoffice.govt.nz for more information about the tax

consequences of an investment in the Fund.

7. Who is involved?

About Salt Investment Funds Limited

The manager of the Fund is Salt Investment Funds Limited. We are responsible for managing and administering the Fund and the

Scheme. We are a wholly-owned subsidiary of Salt (the Fund’s investment manager), a boutique investment management firm.

You can contact us by calling 09 967 7276, emailing info@saltfunds.co.nz, or writing to PO Box 106-587, Auckland, 1143.

Carbon Fund Product Disclosure Statement10
Who else is involved?

TitleNameRole

SupervisorThe New Zealand Guardian Trust Company LimitedSupervisor of the Fund and the Scheme under the

Financial Markets Conduct Act and responsible for

supervising us as manager.

Custodian The New Zealand Guardian Trust Company

Limited (acting through its nominee company Salt

Investment Nominees Limited)

Holds the assets of the Fund.

Administration

manager

MMC LimitedProvides unit pricing and other administration

services.

Unit registrarLink Market Services LimitedProvides registry services.

Investment managerSalt Funds Management LimitedDecides which assets the Fund will invest in.

8. How to complain

You can lodge a complaint with us:

Call: 09 967 7276 during normal business hours

Email: info@saltfunds.co.nz

Write to: Salt Investment Funds Limited, PO Box 106-587, Auckland, 1143

You can lodge a complaint with the Supervisor:

Call: 09 909 5100 or 0800 87 87 82 during normal business hours

Write to: Level 14, 191 Queen Street, Auckland

You can lodge a complaint with our independent dispute resolution scheme:

We and the Supervisor are each a member of an approved dispute resolution scheme operated by Financial Services Complaints

Limited (FSCL). If you have complained to us and you have reached the end of our internal complaints process without your

complaint being resolved to your satisfaction, FSCL may be able to consider your complaint. FSCL will not charge a fee to any

complainant to investigate or resolve a complaint.

Call: 0800 347 257 during normal business hours

Email: complaints@fscl.org.nz

Write to: Financial Services Complaints Limited, PO Box 5967, Wellington 6145

9. Where you can find more information

On the Disclose website and from us

Further information relating to the Scheme and the Fund, including financial statements, annual reports, quarterly fund updates,

master trust deed, establishment deed, and the SIPO, is (or will be) available on the offer register and the scheme register at

www.disclose-register.companiesoffice.govt.nz. A copy of the information on the offer register or scheme register is available on

request from the Registrar of Financial Service Providers.

This information is also available at www.carbonfund.co.nz or on request from us (see page 9 for our contact details).

Carbon Fund Product Disclosure Statement11
You can also obtain:

Type of informationHow to obtain

Fund updates Once available, fund updates will be available from our website and on request from us.

Fund information

relevant to you

You can inspect documents we hold that are relevant to you, and other documents legally required to be

provided to you, at our offices during normal business hours, or request an extract of those documents,

by written request to us. Direct investors in the Fund can also obtain details of your investment in the

same way and on our website.

You can find general information about us, Salt, the Fund, and the investment management team on our website:

www.carbonfund.co.nz.

Information available through NZX

Once the units are quoted on the NZX Main Board, we will be subject to a disclosure obligation in relation to the Fund and the units.

That obligation will require us to notify certain material information relating to the Fund to NZX so that information can be made

available to the market. These notifications can be found on the Fund’s page on the NZX website at www.nzx.com (search the ticker

code ‘CO2’). In addition, notices to investors will be able to be given by making an announcement on NZX.

All of the above information is available free of charge.

10. How to apply

Investing directly

To invest directly in the Fund, please complete, and follow the steps set out in, the online application form, which is available at

www.carbonfund.co.nz.

Investing through an NZX Participant

You can buy units in the Fund through an NZX Participant (such as a broker). Go to www.nzx.com/services/market-participants for a

list of NZX Participants.

Investing through an administration service or financial adviser

Certain administration services and financial advisers have arrangements for investing through us or through an NZX Participant.

Ask your financial adviser whether they offer access to the Fund. You can contact us for a list of eligible administration services at

any time.

Carbon Fund Product Disclosure Statement13
Salt Listed Funds Product Disclosure Statement

---

Salt Listed Funds
Other material information

12 October 2018

This document relates to the offer of units in the Carbon Fund (Fund). It should be read in conjunction with the product disclosure

statement for the Fund (PDS).

This document contains material information that is not contained the PDS or otherwise included in the Fund’s entry on the register

of offers of financial products. Further information about the Fund is contained in the PDS and the Fund’s register entry.

The information in this document could change in the future. Please check the offer register at

www.disclose-register.companiesoffice.govt.nz for any updates.

See the Glossary in section 8 for the meanings of capitalised terms used in this document. Some terms are also defined in the body of

this document.

CarbonFund

Managed by Salt Funds Management

Carbon Fund Other Material Information1
Table of contents

1. The Fund and those involved in providing the Fund 1

2. Applications, switches, transfers, and withdrawals 6

3. Fees and expenses 7

4. How Portfolio Investment Entity (PIE) tax works for the Fund 9

5. Risks 9

6. Changes that may be made 11

7. Material contracts, conflicts of interest, and market indices 14

8. Glossary 16


1. The Fund and those involved in providing the Fund

This section contains more information about the Fund, including details of the manager, supervisor, investment manager,

administration manager, and unit registrar of the Fund.

About the Scheme

The Salt Listed Funds (Scheme) is a registered managed investment scheme under the Financial Markets Conduct Act 2013 (FMCA).

The Scheme and the Fund were established on 12 October 2018. The Fund has a duration of 80 years from the date it was established

unless it is wound up earlier (as described in section 6).

The Scheme is governed by a master trust deed dated 12 October 2018 (Trust Deed). The Fund is governed by an establishment deed

dated 12 October 2018 (Establishment Deed).

More information on the Fund and its investment policy and objectives can be found in the statement of investment policy and

objectives (SIPO), which is available at www.disclose-register.companiesoffice.govt.nz.

About the Fund

The Fund invests primarily in emissions trading schemes both in New Zealand and potentially also offshore.

What is an emission trading scheme (ETS)?

An ETS is an established market for buying and selling units which represent greenhouse gas emissions. Limits on greenhouse gas

emissions by industry sectors are regulated. Participants in these industry sectors come to the ETS market to buy and sell units. This

trading activity for emissions units translates into a market price. The changing demand and supply of carbon credit units changes the

market price for the credits. This market price then changes the behaviour of the ETS market participants with the aim of reducing

greenhouse gases emissions. Where there is increasing demand for carbon credit units over time, the price of the units is likely to

increase.

How does the New Zealand ETS (NZ ETS) market work?

The NZ ETS commenced operating in 2008. The NZ ETS trades in New Zealand Units (NZU), the primary New Zealand carbon trading

unit. One NZU represents one metric tonne of carbon dioxide equivalent. NZUs do not have an expiry date.

There is no price limit on NZUs on the open market. There is, however, currently a Fixed Price Option (FPO) set at $25 per NZU

available to emitters. Emitters have the choice of either paying the latest market price for an NZU or pay the FPO per unit of emissions

in place of surrendering NZUs. There is currently no cap on the amount of NZUs that may exist in market.

Prices for NZUs may be found on financial service platforms such as Bloomberg, CommTrade Carbon, and Carbon Match.

On the NZ ETS, participants can acquire NZUs in the following way:

• Earning them through removal activities (e.g. carbon storage in forests),

• Buying them from other market participants (incentivising others to reduce their emissions),

Carbon Fund Other Material Information2
• Buying them at auction (generating government revenue), or

• Receiving them from the NZ Government for free.

Allocations of NZUs are regulated by the NZ government. They are determined under the Climate Change Response Amendment

Act 2009. Allocations change depending on the participants’ activities. Emissions-intensive, trade exposed (EITE) industries currently

receive free allocations at a level of either 60% or 90% of their requirements. Supply is set by multiplying the output of each EITE

company by the average emissions intensity of the industry. This is based on data collected between 2006 and 2009.

The obligations to report and surrender emissions emission units currently applies to the following sectors: forestry, stationary energy

(electricity and heat), transport, industrial processes, synthetic GHGs and waste. Biological emissions from agriculture (e.g. methane

(CH4), nitrous oxide (N2O) carry reporting obligations only. The agriculture sector is not currently required to surrender NZUs in line

with their emissions profile.

The supply of units comes principally from the New Zealand Government via free allocation, and from carbon reduction activities.

Carbon reducing activities primarily reside in the forestry sector. Large scale forestry plantations have the impact of removing

greenhouse gasses from the environment. This is called ‘sequestration’. The government recognises the process of sequestration

allocating NZUs to forestry owners.

Trading NZUs

NZU trading is done on an over-the-counter (OTC) basis. An OTC market is where financial instruments (like NZUs), are traded

between two counterparties and not on a physical exchange like the New Zealand Stock Exchange. Participants in the market (e.g.

OMF, Carbon Match), can act as intermediaries between parties to the transaction. Participants typically charge a fee to the buyer for

their services.

A feature of OTC markets is that derivative contracts may be created between parties. An example of a type of derivatives contract

that is a feature of the NZ ETS market is a forward contract. An NZU forward contract is a non-standardised contract between two

parties to either buy or sell NZUs at a particular date in the future, but at a price agreed today.

Forward contracts in NZUs typically occur for two types of reasons. The following provides examples of these;

• A forest owner knows she will receive 10,000 NZUs in two years from the government as compensation for removing greenhouse

gasses from the environment. She doesn’t know what the price of NZUs will be in two years’ time but would like to achieve price

certainty today. She enters into a transaction with a party who agrees to pay her $30 per NZU in two years’ time, and in return

she will transfer her units to the other party.

• An industrial emitter forecasts that they will emit 50,000 tonnes of carbon dioxide equivalent in one year’s time and will need

to surrender 50,000 units to satisfy their obligation to offset emissions. The emitter would like to secure the cost of this activity

today and enters into a forward contract to purchase 50,000 NZU’s in one years’ time at a price of $25 per NZU. In one years’ time

the emitter will take receipt of the NZUs from the counterparty to the forward contract, and pay $1.25m (50,000 NZUs x $25).

Changes to the ETS which may have affected prices

The NZ ETS allowed trading of units to and from the international Kyoto market from 2008 to mid-2015, at which point it de-linked. It

currently operates as a domestic-only system.

There was unlimited access to Kyoto units that could be used domestically from 2008. A large supply imbalance developed. The

nature of large-scale supply relative to demand created strong downward pressure on the price of NZUs as participants built up their

allocation of NZUs and fulfilled domestic surrender obligations via Kyoto market units.

The NZ ETS “de-linked” from the Kyoto markets during 2015. As a result, from 2015 NZUs were primarily used to satisfy NZ ETS

participants emission obligations. NZUs experienced strong price appreciation after de-linking from Kyoto.

Proposed Changes to the NZ ETS

The Ministry for the Environment released a consultation document in August 2018 highlighting proposal to improve the NZ ETS.

The key proposals from the consultation document are:

• The Government proposes to introduce an annual process for setting and announcing NZ ETS unit supply volumes over a five-year

rolling period. The Government proposes to auction New Zealand Units (NZUs) using a single round, sealed bid, uniform price

auction format.

Carbon Fund Other Material Information3
• The Government proposes to replace the current $25 fixed price option (FPO), with a different mechanism called a cost

containment reserve (CCR). The Government has proposed that the CCR is managed through a coordinated decision-making

process. This would include setting the level of units to be held in the CCR and the level of the “price ceiling” for each year.

• The Government proposes to limit the number of international units NZ ETS participants can use if the scheme reopens to

international carbon markets. Any international units used in the context of New Zealand’s climate change goals would be

required to meet high standards of environmental integrity.

• The Government is proposing to phase-down free industrial allocations.

International emissions trading schemes

The Fund can invest in international schemes. The largest offshore emissions trading scheme is the European Union Emission Trading

Scheme.

How the European Union Emission Trading Scheme (EU ETS) Works

The EU ETS is the largest ETS globally. It has the deepest liquidity and largest number of participants.

The EU ETS began in a trial phase period over 2005-2007. The formal market began in 2008, at a similar time to New Zealand’s ETS.

31 countries participate in the EU ETS. This includes the 28 EU member States, plus Iceland, Norway, and Liechtenstein.

Industries that are currently included in the scheme include industrial companies; i.e. steel, cement, oil refineries, chemicals, smelters

etc, and aircraft operators. The EU ETS works by effectively placing a limit on emissions over time. The principal carbon emissions

trading unit in the EU ETS is called and EUA. An EUA is similar to an NZU in that one EUA is the equivalent to one tonne of carbon

dioxide equivalent emissions.

The EU ETS is different to the NZ ETS, in that it is a “cap and trade” system. This means that unlike the NZ ETS, there is a cap on total

allowable emissions. This cap reduces linearly through time. Currently the emissions cap is set in 2020 for an emissions level that is

21% below 2005 emissions levels. Every year participants in the EU ETS need to surrender EUAs in exact proportion to the emissions

they have produced. Should a participant not hold enough units to satisfy their obligation, they will need to purchase additional units

from other market participants. If they do not surrender the appropriate amount of EUAs to satisfy their obligation, there is a fine

imposed of €100 per tonne.

Supply of EUAs comes principally from the European Union Parliament, who distributes EUAs to Member States. First, the EU

allocates free EUAs to Member States based on their level of emissions. Then, each Member State holds auctions within their country

at which point ETS participants bid for the supply available. There is a second stream of supply into the EU ETS. These also come from

the European Union Parliament and are free allocations to emissions intensive industries that are sensitive to the increase in carbon

compliance costs.

Because of the amount of free allocations into the EU ETS, there has been excess supply of EUAs in the market. This has had the

effect of supressing the price of EUAs. By moving to reduce free allocations, supply has come more into balance with demand, and

there is now more robust pricing for EUAs in the EU ETS.

How does the Fund provide a return to investors?

Your investment in the Fund is converted into units. By purchasing units in the Fund you are pooling your investments in that Fund

with other investors. Salt then invests in underlying investments like NZUs. Your units represent your proportionate holding of that

Fund’s net assets (its assets like NZUs and cash less its liabilities, fees and expenses), although they do not give you legal ownership

of those NZUs. Because unit values are based on the value of the Fund’s net assets including cash and NZUs, those unit values will

fluctuate in line with the changing value of the underlying assets.

Returns from investing in a Fund are reflected in changes in the value of your units, and repayment of your investment when you sell

your units. Although we do not currently make distributions, we may do so in the future, from the income or capital of a Fund. In that

case, part of your return would be reflected in those distributions.

About the manager and investment manager of the Fund

Salt Investment Funds Limited (we, us, and our) is the manager of the Fund and the Scheme. Our functions, responsibilities, and

duties are outlined in the Trust Deed.

Carbon Fund Other Material Information4
We are licensed under the FMCA as a manager of registered schemes for a term expiring on 30 August 2021. The conditions of the

licence imposed by the Financial Markets Authority are published on www.fspr.govt.nz. If you have queries about our licence, please

contact us.

We are a wholly-owned subsidiary of Salt Funds Management Limited (Salt). Salt is the investment manager for the Fund.

Salt is a boutique investment management firm based in New Zealand.

Our and Salt’s address is:

Level 3, The Imperial Buildings

44 Queen Street

Auckland

We are also the manager of the Salt Investment Funds, a registered managed investment scheme within which three funds have been

established. Salt is also the investment manager of the Salt Investment Funds.

Our and Salt’s directors are currently:

Matthew Goodson

CFA, BA, MCA (Hons,

1st)

Managing Director

Matthew has more than 23 years’ experience in the finance sector. Matthew is currently the Portfolio

Manager for the Salt NZ Dividend Appreciation Fund, Salt Enhanced Property Fund, and Salt Long Short

Fund (which are funds within the Salt Investment Funds).

Matthew started his career as an Economist with Garlick & Co from 1993-1995 before becoming Head

of Research from 1995-1997. He then spent seven years in New York working for BZW and Goldman

Sachs JB Were as Director, Wholesale Equities before returning to New Zealand in 2004 to work for

First NZ Capital also as Director, Wholesale Equities until 2009. During this time Matthew also managed

a long short fund for First NZ Capital from 2006-2008. Immediately prior to joining Salt, Matthew was

employed for over four years as Portfolio Manager at BT Funds Management (NZ) Limited, a wholly

owned subsidiary of Westpac Financial Services Group Limited.

Matthew has a Bachelor of Arts degree and Masters in Commerce and Administration (First Class

Honours) from Victoria University of Wellington and is a holder of the right to use the Chartered

Financial Analyst® designation.

Matthew is also a shareholder in Salt.

Paul Harrison

BCA, CA, MBA

Managing Director

Paul has more than 25 years’ experience in the finance sector. Paul is currently the Portfolio Manager for

the Fund.

Paul started his career as an Accountant with Ernst & Whinney in 1985. He then spent nine years

working as an Associate Director for Southpac Investment Management and five years as Investment

Manager for Goldman Sachs JB Were Asset Management. Other roles have included Director and CFO

for software company EstarOnline Limited and an Institutional Adviser for share broker Doyle Paterson

Brown. Immediately prior to joining Salt, Paul was employed for over five years as Portfolio Manager at

BT Funds Management (NZ) Limited, a wholly owned subsidiary of Westpac Financial Services Group

Limited.

Paul has a Bachelor in Commerce and Administration from Victoria University of Wellington and a

Masters of Business Administration from Auckland University. He also holds the Chartered Accountant

(CA) designation.

Paul is also a shareholder in Salt.

Our directors can be contacted at our address.

The other key members of our and Salt’s investment and management team are currently:

Carbon Fund Other Material Information5
David Oxley

BCom (Hons, 2:1), ACIS

Head of Research

David has more than 24 years’ experience in the finance sector. He is employed by Salt in the role of

Head of Research and has overall responsibility for Salt’s investment research process.

David is a career investment analyst and has experience in both New Zealand and the United Kingdom.

He began his career as Investment Analyst, UK Equities for Sun Alliance Investment Management in

1991. He then became Investment Analyst, Pan-European Equities for Royal & Sun Alliance Investment

Management following his previous company’s merger with Royal Insurance in 1996. He then took up

a role as Investment Analyst and Team Leader for Pan-European Equities for Morley Fund Management

in 2001. David moved to New Zealand in 2005 and joined ABN Amro Craigs (later Craigs Investment

Partners) as Director, Senior Research Analyst. In 2011 he moved to the Guardians of New Zealand

Superannuation as Senior Analyst, Active Return Strategy. Immediately prior to joining Salt, David was

employed as Head of Research at BT Funds Management (NZ) Limited, a wholly owned subsidiary of

Westpac Financial Services Group Limited.

David has a Bachelor of Commerce degree, from the University of Birmingham (Honours 2:1) and

holds the ACIS designation as an Associate member of the Institute of Chartered Secretaries and

Administrators professional body.

David is also a shareholder in Salt.

Roger Clayton

LLB, BCom (Hons),

MCom

Chief Operating Officer

Roger has more than 20 years’ experience in the finance sector. He is employed by Salt in the role of

Chief Operating Officer and has overall responsibility for operations, compliance and client relationship

management.

Roger started his finance career in 1997 as a key account manager in JP Morgan’s equity derivatives

middle office in London. He returned to New Zealand in 2000 to work as an investment product advisor

for Royal & SunAlliance. Roger then spent seven years with the Westpac Group from 2004 to 2011 in

several roles including Senior Product Development Manager at BT Investment Management in Sydney.

He then returned to New Zealand to take a position with ASB Bank Limited in 2011 as Head of Wealth

Product for seven years before leaving to join Salt.

Roger has a Bachelor of Laws and Commerce (Honours), from the University of Otago and a Masters in

Commerce from the University of Auckland.

Roger is also a shareholder in Salt.

Details on other members of Salt’s investment team can be found on our website at www.saltfunds.co.nz.

Administration Manager

We have appointed MMC Limited as the investment administration manager (Administration Manager) to provide unit pricing for

the Fund.

Registrar

We have appointed Link Market Services Limited to maintain the unit register (Registrar) for the Fund.

Supervisor and Custodian

The supervisor of the Fund (and the Scheme) is The New Zealand Guardian Trust Company Limited (Supervisor). The New Zealand

Guardian Trust Company Limited is also the Fund’s custodian (acting through its nominee company Salt Investment Nominees

Limited). The Supervisor’s functions, responsibilities, and duties are outlined in the Trust Deed.

Its address is:

Level 14

191 Queen Street

Auckland

You can obtain details of the Supervisor’s directors at any time from the Companies Office website at www.companies-register.

companiesoffice.govt.nz.

Carbon Fund Other Material Information6
The Supervisor has been granted a licence under section 16(1) of the Financial Markets Supervisors Act 2011 to act as a supervisor in

respect of debt securities and registered schemes, for a term expiring on 16 March 2023.

A copy of the Supervisor’s licence, including the conditions on the licence, can be obtained at the FMA’s website: www.fma.govt.nz. If

you have any queries about the licence please contact the Supervisor in the first instance.

Solicitors

The solicitors for the Fund are Kensington Swan.

Auditor

PricewaterhouseCoopers are the auditors for the Fund and the Scheme. PricewaterhouseCoopers and its partners have obtained

auditor licences under the Auditor Regulation Act 2011. Other than in its capacity as auditor, PricewaterhouseCoopers has no

relationships with, or interests in, the Fund or the Scheme.

Tax advisors

Ernst & Young is the Fund’s tax advisor.

Changes to details

The addresses and individuals disclosed above may change from time to time. You can obtain up-to-date details from the Companies

Office website www.companies-register.companiesoffice.govt.nz or by calling us on 09 967 7276.

Indemnities

We and the Supervisor are entitled to an indemnity out of the assets of the Fund if we or it are held personally liable in respect of any

debt, liability, or obligation incurred by or on behalf of the Fund or for any action taken or omitted in connection with the Fund. The

indemnity extends to the costs of any litigation or other proceedings in which liability is determined.

However, neither we nor the Supervisor are entitled to be indemnified out of the assets of the Fund if doing so would be void under

the FMCA, the NZX Listing Rules (for so long as units in the Fund are quoted on the NZX Main Board), or any other applicable laws or

listing rules (including where the expense or liability is caused by a failure to show the degree of care and diligence required by the

FMCA).

No guarantee

No person guarantees the payment of any money payable from the Fund, including the repayment of any investment in the Fund or

the payment of any return on it.


2. Applications, switches, transfers, and withdrawals

This section contains more information about applying for units in the Fund, transferring units, and withdrawing from the Fund.

Applying for units

See the PDS for details regarding how you can purchase units in the Fund, including (where applicable) the minimum investment

amounts and payment methods that currently apply and timeframes for issuing units. Application monies are held in the Fund’s

subscription bank account (a trust account established at a bank outside the Fund in our name).

We have an absolute discretion to accept or refuse to accept any application for units made to us (including through an

administration service or financial adviser) in whole or in part. If we reject an application we do not need to give reasons. Our

decision must be made, and any units issued, within five business days of the valuation day for which the relevant application is

effective (as set out in the PDS). If we reject an application, we will promptly refund the money paid. Interest will not generally be

paid on application moneys refunded.

Carbon Fund Other Material Information7
We will not process any applications during the initial offer period as set out in the PDS.

We can also postpone the processing of an application to us pending receipt of cleared funds (or for any other reason), and are not

required to give any reason or ground for doing so.

We can also redeem or treat as void any units that could or would result in the Fund losing its status as a portfolio investment entity.

Where units are voided the applicant will be paid their subscription monies and (subject to maintaining equity between unit holders)

any other compensation we consider appropriate.

Making a withdrawal

We intend to quote the units in the Fund on the NZX Main Board, so you can sell your investment through an NZX Participant (such as

a broker) or financial adviser if there are interested buyers. See ‘Transfers’ below for more information.

Because we intend to quote the units in the Fund on the NZX Main Board, investments in the Fund are generally not redeemable

for cash.

If we allow redemptions, you will need to provide a withdrawal notice in a form approved by us – which is irrevocable once given.

If we allow redemptions, the relevant form will be available from www.carbonfund.co.nz. If you invest through an administration

service, you would need to request a withdrawal by following the process the provider of that service has. They will be able to

provide you with details of that process. If we allow redemptions the minimum withdrawal amounts as disclosed in the PDS will apply

and withdrawals will be processed in accordance with the Trust Deed.

From time to time we can, in accordance with the NZX Listing Rules, set a minimum holding for the Fund or a unit holder. If a unit

holder’s holding falls below the relevant minimum, and this is not increased after notice has been provided by us, they will be

deemed to have given a withdrawal notice for their remaining units.

We can also defer or suspend withdrawals directly from the Fund, and ‘side pocket’ assets and liabilities of the Fund (which would

partially restrict withdrawals), as set out in the ‘Changes that can be made’ section.

Transfers

You can transfer units to another person by properly completing and signing the appropriate transfer form. This is available from

www.linkmarketservices.co.nz.

The transferee will receive the same number of units that the existing unit holder held.

The number of units transferred and the number of units remaining must satisfy the minimum requirements applicable in accordance

with the Trust Deed and NZX Listing Rules from time to time. Contact us for details of these requirements.

We may suspend transfers from time to time. We cannot suspend transfers for more than 30 working days in a calendar year without

the Supervisor’s agreement, and cannot suspend transfers if doing so would breach the FMCA or NZX Listing Rules.

We may also decline a transfer, including where the transfer would or could result in the Fund losing its status as a portfolio

investment entity.

Before a transfer can occur, the existing unit holder must pay all duties, taxes, and other commissions, fees, and charges in respect of

that transfer.

3. Fees and expenses

This section contains more information about the fees and expenses for investing in the Fund.

Additional information about fees in the PDS

Set out below is additional information about the amounts making up the annual fund charges disclosed in the PDS.

Carbon Fund Other Material Information8
Management fee

We are paid the management fee for managing the investments of the Fund, plus GST. The current fee is set out in the PDS.

We may increase (up to a maximum of 2% of the GAV of the Fund) the management fee in respect of the Fund after giving at least

one month’s prior notice to affected unit holders and the Supervisor.

Other management and administration charges

Out of our management fee, we currently pay the fees and costs charged by the Supervisor, custodians, investment manager,

administration manager, and unit registrar, as well as other expenses incurred in operating the Fund (other than transaction costs). If

this changes we will give one month’s notice to affected unit holders.

GST

All fees are disclosed on a before-tax basis. GST will be added to fees and may be included in some expenses where applicable. GST at

the standard rate of 15% currently applies to our fees. It is currently only charged on 10% of our fees based on an industry agreement

with Inland Revenue. The proportion of fees on which GST is charged may change.

Individual action fees

Contribution and withdrawal fees

The information in this sub-section forms part of the PDS.

We do not currently charge contribution or withdrawal fees, or buy / sell spreads, and do not intend to do so. However, we may

charge the following amounts in the future:

Fee / descriptionMinimum / maximumHow and when payable

Contribution feeUp to 5% of the cash or other consideration

forwarded for units.

Paid on the issue of units in the Fund by deduction

from the application amount and payment to us.

Withdrawal feeUp to 5% of any amount withdrawn from the Fund.Paid on the redemption of units by deduction from

the amount realised and paid to us.

Buy / sell spreadNone.The spread would be deducted from the relevant

amount at the time you invest into or withdraw

from the Fund. The spread is retained in the

Fund and ensures other unit holders entering

and exiting the Fund do not adversely affect the

returns on your investment.

Transaction costs

In addition to the above, transaction costs are reflected in the Fund’s unit price and could therefore affect returns.

Basis of estimates of annual fund charges in the PDS

The annual fund charges included in the PDS are our best estimates of the amount we expect to charge in respect of the Fund. As we

pay the fees and costs incurred in operating the Fund (other than transaction costs), out of our management fee, the annual fund

charges are made up of our management fee.

We charge the management fee each day based on the GAV of the Fund. The annual fund charges in the PDS are an estimate based

on the net asset value of the Fund. We have estimated the management fee in the PDS based on the Fund’s GAV (as defined in the

Trust Deed), and converted to an annualised percentage of average Net Asset Value (NAV). The difference between the Fund’s NAV

and GAV is the aggregate of any accruals for fees and expenses. The only fees accrued in the Fund is the management fee as the

manager pays all fees and expenses from this fee.

Carbon Fund Other Material Information9
4. How Portfolio Investment Entity (PIE) tax works for the Fund

Tax will affect your returns. Tax laws are complex and can have different or further consequences than those described in this

section. In addition, the information in this section is based on tax laws currently in force and is subject to change. You should seek

independent professional tax advice before investing or withdrawing.

Portfolio investment entity tax

The Fund is a listed PIE. All of the Fund’s taxable income (or loss) will be allocated between unit holders based on their proportionate

interest in the Fund. As a listed PIE, the Fund will pay tax on taxable income derived or deemed to be derived by the Fund at a rate of

28%. As a result, even if the rate of tax payable by the Fund is higher than your marginal rate, you will not get a refund of any of the

tax paid by the Fund. Tax is then paid as described in this section.

To the extent distributions from the fund (if any) do not have imputation credits attached, distributions are not taxable (excluded

income) in the hands of the investor. A New Zealand resident individual or trustee are not taxable on distributions from the fund that

have imputation credits attached but can choose to treat these distributions from the fund as being taxable income. Other investors

are taxable on distributions from the fund that have imputation credits attached.

Tax on investments made by the Fund

Capital gains or losses made by the Fund on most holdings of New Zealand resident companies and Australian resident listed

companies with franking accounts are not taxable or deductible, although distributions from these holdings are taxable. Subject to

limits, imputation credits or foreign withholding tax credits may be used to offset against tax payable on those taxable distributions.

Other foreign shares (including shares in Australian resident companies not listed above) and funds held by the Fund will generally

be subject to the Foreign Investment Fund (FIF) rules and are generally taxed under the fair dividend rate (FDR) method. Under this

method, the Fund will be deemed to have derived taxable income equal to 5% per annum of the average daily market value of the

shares for the relevant tax year. Dividends or other distributions received from investments taxed under this method are not taxable,

although foreign tax credits may be available to offset fair dividend rate tax payable. Foreign currency hedges of shares and funds

subject to fair dividend rate tax may also be taxed using a version of those rules (rather than under the financial arrangement rules).

Foreign shares and funds held by the Fund are generally taxed under the FIF comparative value method (that is, on the basis of the

annual change in market value plus distributions and any disposal gains) if they are considered to be non-ordinary shares for tax

purposes, which generally consistent of foreign shares that:

• offer guaranteed or fixed rate returns; or

• are non-participating redeemable shares; or

• are 80% or more invested in financial arrangements or fixed rate shares that are denominated in or hedged to New Zealand

dollars; or

• involve an obligation to provide more than the issue price of the share and are non-contingent or subject to a contingency

sufficiently remote to be immaterial; or

• are otherwise determined by Inland Revenue to be shares to which the FDR method cannot be used.

Debt securities and other financial arrangements held by the Fund directly are taxed under the financial arrangements rules using the

IFRS taxpayer method, which reflects financial reporting. Foreign exchange gains and losses may instead be taxed under a method

similar to the FDR rules in some cases.

Generally, income and gains or losses from other investments held by the fund will be taxable. This will include income and gains or

losses from trading in carbon credits.

5. Risks

All investments involve some degree of risk that can affect your ability to recover the full amount of your investment or impact on the

level of return.

Risk and return are related. Generally, the greater the level of risk, the greater the expected return over the longer term. As an

investor, you need to determine your own level of risk tolerance before investing. You should seek advice from an authorised financial

adviser to determine your risk tolerance level.

Carbon Fund Other Material Information10
No person guarantees the payment of any money payable from the Fund, including the repayment of any investment in the Fund or

the payment of any return on it. In addition, due to the unique risks associated with an investment in the Fund, the Fund will not be

appropriate for all investors.

The risks disclosed in the PDS are divided into general investment risks and other specific risks. This section sets out more detail on

investment return risk and outlines other general risks that will apply to your investment in the Fund.

Additional information on risks

RiskAdditional information

Investment return riskAs discussed in the PDS, investment risk is the risk that returns from the Fund’s investments will be

negative or lower than expected, affecting the value of your investment in the Fund, and different asset

classes have different levels of risk. More information on the risks associated with each asset class the

Fund is expected to be exposed to is set out below.

• Cash risk - Cash is suitable for short term requirements, but inflation may erode its value. Investment

returns from cash investments are generally expected to be lower than for other assets (such as

shares and property) and accordingly tend to be lower risk. However, where cash assets are placed

on bank deposit there is a small risk of the bank defaulting, meaning it may not be able to pay

interest or repay principal and resulting in some or all of the cash being lost.

• Carbon risk - The price of carbon is set by an emissions trading scheme. The price is affected by the

demand for carbon credits from emitters of greenhouse gases and entities that earn carbon credits

by removing greenhouse gases from the atmosphere. The carbon price is affected by weather,

commodity prices, fuel switching and storage and also public sentiment. Economic factors can

also influence the price of carbon as higher production can mean more emissions. Alternatively,

technological advances could lead to lower emitting manufacturing processes in the future.

Fund regulatory riskRegulatory risk is the risk of future changes to laws or regulations (including tax or managed fund

legislation) that could affect the operation of the Fund or your investment in it. In addition, there is the

risk that the Trust Deed could be amended in a manner permitted by law that adversely affects your

interests.

Taxation riskChanges in taxation rates, policies, regulations and laws or tax treatment of an investment in the Fund

may impact your investment returns and the effectiveness of the Fund’s investment strategy (e.g.

gaining exposure to carbon credits through derivatives). We recommend you seek advice from a tax

adviser before making an investment into the Fund.

Fund liquidity riskThere is a risk of the Fund being unable to meet monetary obligations in a timely manner, which arises

where there is a mismatch between the maturity profile of investments and the amounts required

to pay benefits (although the Fund’s investments are managed with a view to ensuring its cashflow

requirements are met).

Insolvency riskThere is a risk of the Fund becoming insolvent and being placed into receivership, liquidation, or

statutory management, or being otherwise unable to meet its financial obligations during the term of

your investment in it.

Administration riskThere is a risk of technological or other failures impacting on the operation of the Fund or financial

markets in general.

Loss of PIE status riskThere is a risk of the Fund losing its PIE status and losing the benefits of that status (although we have

processes in place to manage compliance with the PIE eligibility requirements).

Risk of changes to FundThere is a risk of the Fund being wound-up or changes to the way the Fund operates being made while

you invest in it.

There may also be risks that are currently unknown that may affect your investment in the Fund at a future point in time.

However, unit holders do not incur any liabilities (including contingent liabilities) in relation to the Fund other than the purchase price

for units and a requirement to indemnify us and the Supervisor in respect of any tax paid or payable in respect of you and your units.

Carbon Fund Other Material Information11
Additional information on the risk indicator methodology and calculation

The risk indicator in the PDS has been calculated using the historical price of carbon credits in New Zealand because the Fund was

only established in October 2018.

To calculate risk, we measure the standard deviation of the NZU monthly price return over a five-year period to date. Standard

deviation is a statistical measure of the dispersion of a series of data relative to its mean. In financial theory it is typically used to form

a view of the historical volatility of an asset’s returns. In its simplest form, the greater the standard deviation measure, the greater the

variance between an asset’s mean return and its historical return series.

To calculate the five-year standard deviation for NZU monthly returns, we used a time series of NZU price data produced by

Bloomberg. We then compute the monthly standard deviation over the time period and annualise this by multiplying by the square

root of 12. The outcome is a historical five-year annualised standard deviation of 46.6%. Applying the same methodology over a one-

year period returns 10.5%.

The key contributor that may help explain the large variance in the two measures is that the NZ ETS market experienced a meaningful

change in policy settings within the defined period. In the 2008 NZ ETS market design, NZ participants had both buy and sell linkages

with the international Kyoto market. There was no restriction to the amount of units that could be purchased from the Kyoto market

and surrendered in the NZ ETS to cover emissions obligations. Given there was unlimited access to amounts of Kyoto units that could

be used domestically, there was a large supply demand imbalance. The nature of large scale supply relative to demand created strong

downward pressure on the price of NZUs as participants “banked” their allocation of NZUs and fulfilled obligations via Kyoto market

units.

The NZ ETS de-linked from the Kyoto markets during 2015. As a result, from 2015 primarily NZUs were used to satisfy NZ ETS

participants emission obligations. After an initial period of NZU over supply, caused by the banking of NZUs when Kyoto market units

were available, the NZU price experienced strong price appreciation.

6. Changes that may be made

The table below describes the key changes that we and the Supervisor can make to the way the Fund operates.

Key changeHow changes may be made

Trust DeedWe and the Supervisor may at any time make any alteration, modification, variation or addition

to the provisions of the Trust Deed (by means of a deed executed by us and the Supervisor) in

either of the following cases:

• if the Supervisor is satisfied that the change does not have a material adverse effect on the

unit holders; or

• if the change is approved by, or contingent on approval by, one or more special resolutions

(as defined in the Trust Deed) of the unit holders that are or may be adversely affected by

the change (or, if applicable, of each separately affected class of unit holders in the Fund).

Certain procedural requirements also need to be complied with.

Carbon Fund Other Material Information12
Key changeHow changes may be made

SuspensionsIf as a result of:

• a decision to wind-up one or more of the funds established within the Scheme;

• the suspension of trading on any exchange;

• financial, political, or economic conditions in any financial market;

• the nature of any investment; or

• the occurrence or existence of any other circumstance or event relating to the Fund or

generally,

We form the opinion in good faith that it is not practicable, or would be materially prejudicial

to the interests of unit holders generally for us to give effect to withdrawal notices or switching

notices (although switching is currently not possible, as there is only one fund established

within the Scheme), we may suspend withdrawals and switches from the Fund by giving a

notice to that effect to the Supervisor and any unit holder of the Fund that gives or has given a

withdrawal or switching notice that has not been given effect to.

A suspension may last up to three months, or longer if the Supervisor agrees to an extension.

We must cancel a suspension if the circumstances that gave rise to the suspension cease

to apply. There is no limit on the period that a suspension can be extended for with the

Supervisor’s agreement.

Large withdrawalsIf a withdrawal or switching notice, or a series of withdrawal and/or switching notices have

been received within three months and those notices in aggregate relate to more than 5%

of the units on issue in the Fund at the time of the last notice (or any other percentage we

specify by at least 30 days’ prior notice to unit holders and the Supervisor), we can defer the

redemption of those units.

We will give notice to the Supervisor and affected unit holders of any deferral, and that notice

will set out the intended dates of redemption of units. We are able to redeem affected units

progressively by instalments with effect from one or more valuation days falling in a period we

specify, and/or in total at the expiry of a period we determine. In each case, the period cannot

be longer than 90 days unless the Supervisor approves, and the Supervisor cannot unreasonably

withhold its approval. The withdrawal value of affected units will be calculated on the valuation

days on which they are redeemed

Side-pocketingSubject to relevant law and the Trust Deed, we can, with the prior written approval of the

Supervisor, create a ‘side-pocket’ of assets of the Fund if we consider that it is in the interests of

the unit holders in the Fund generally to do so. We will give affected unit holders notice of any

side-pocketing as soon as reasonably practicable after we exercise this power.

Side-pocketing is designed to separate the Fund’s illiquid assets from more liquid assets (for

example, in situations where withdrawals might otherwise need to be suspended). This usually

involves restricting your ability to access the units in the Fund that relates to those assets,

without affecting your ability to access the non-quarantined assets.

Sale of Minimum HoldingWe have the right to sell or redeem units if:

• a unit holder holds less than a Minimum Holding (as defined in the NZX Listing Rules);

• we give at least three months’ prior notice to that unit holder of our intention, at the expiry

of that period, to sell or redeem the unit holder’s units; and

• when that period expires, the unit holder still holds less than the Minimum Holding.

Carbon Fund Other Material Information13
Key changeHow changes may be made

New funds and amalgamating

funds

The Trust Deed allows us and the Supervisor to establish new funds within the Scheme by

entering into an establishment deed which sets out the terms of the new fund.

We can also, after giving the Supervisor and all affected unit holders at least two months’

written notice and subject to relevant law, amalgamate any funds together or divide any fund

into separate funds, by way of a deed amendment. We cannot do this during the period of any

suspension.

InvestmentsThe Fund is invested in ‘authorised investments’. The Fund’s particular authorised investments

are set out in the SIPO.

We can change the authorised investments and investment strategy for the Fund by amending

the SIPO, after giving notice to the Supervisor in accordance with the Trust Deed. We will give

affected unit holders one month’s notice of any material changes to the SIPO.

Distributions and bonus unitsAlthough we do not currently intend to, we can distribute amounts from the Fund at any time in

accordance with the Trust Deed, which may be made up of all or part of the income or capital of

the Fund.

We can also, if the Supervisor accepts our recommendation, capitalise the whole or part of the

income or capital of the Fund and apply it to issuing new units to be distributed as fully paid

bonus units.

BorrowingSubject to the limits set out in the Establishment Deed, the Supervisor may, and must if

we direct, borrow and raise money for the purposes of the Fund on any terms we and the

Supervisor think fit. We can give security from the Fund for borrowings.

We do not intend to borrow in respect of the Fund unless for settlement purposes. This may

occur if we settle a unit holder’s withdrawal notice prior to receiving clear funds. This will

overdraw the Fund temporarily. This will only be used in rare circumstances. Borrowing is

limited for the Fund to a maximum of 25% of its net asset fund value unless otherwise agreed

with the Supervisor.

Winding upThe Fund will be wound up if:

• we resolve to wind up the Fund and give notice in writing of that resolution to the

Supervisor;

• a special resolution of the unit holders of the Fund is passed resolving to wind up the Fund;


• the Scheme is wound up as set out below;

• the Supervisor is removed or retires and a new supervisor is not appointed within two

months of the vacancy occurring; or

• eighty years has passed since the commencement date for the Fund.

The Scheme as a whole will be wound up if:

• we resolve to wind up the Scheme and give notice in writing of that resolution to the

Supervisor;

• a special resolution of all unit holders of the Scheme is passed resolving to wind up; or

• the Scheme’s registration under the FMCA is cancelled or the Scheme is required to be

wound up under the FMCA.

Carbon Fund Other Material Information14
7. Material contracts, conflicts of interest, and market indices

This section sets out information on material contracts, conflicts of interest, and the market indices against which we measure the

Fund’s performance. It contains information for the purposes of clause 52 of Schedule 4 to the Financial Markets Conduct Regulations

2014.

Material contracts

The following is a summary of the contracts that we consider to be material in respect of the Fund:

Registry agreement

We have entered into a registry customer agreement in respect of the Fund dated 12 October 2018 with the Registrar.

The agreement specifies the registry services to be provided by the Registrar in respect of the Fund, including the processing of

applications, transfers, and redemptions from the Fund.

Administration services agreement

We have entered into a replacement administration services agreement (including service level agreement) in respect of the Fund

and the Salt Investment Funds dated 11 May 2016 with the Administration Manager and Salt. The Administration Manager and Salt

agreed that the Fund became subject to this agreement on 20 September 2018.

The agreement replaces the original administration contract between us and the Administration Manager dated 19 May 2014, and

re-documents the terms on which we have delegated various administrative functions to the Administration Manager, including the

provision of unit pricing services.

Management agreement with Supervisor

We have entered into a management agreement with The New Zealand Guardian Trust Company Limited (Supervisor) dated 7

September 2016, as subsequently amended on 30 March 2017 and 12 October 2018, that sets out the arrangements between us and

the Supervisor in relation to certain operational matters relating to the Fund and the Salt Investment Funds.

The management agreement specifies the reporting and information to be provided by us to the Supervisor, the requirements for

operating each relevant fund’s bank account, and record keeping requirements.

Nothing in the management agreement limits or alters the powers of the Supervisor or our duties under the governing document

for a relevant fund and applicable law. In the event of any inconsistency between the management agreement and a relevant fund’s

governing document, the governing document will prevail.

Management support agreement with Salt

We have entered into a management support agreement with Salt dated 15 September 2016, as amended on 12 October 2018.

Under this agreement, we effectively outsource investment management functions in respect of the Fund and the Salt Investment

Funds to Salt, and Salt provides us with support and resources (including people, operational and financial resources), in respect of

those funds, in order for us to perform our functions, discharge our duties, and otherwise conduct our business.

Conflicts of interest

A conflict of interest occurs when a staff member, senior manager, director or any other person we engage (referred to in this section

as an employee) has a personal interest in a matter or action connected with our activities. In relation to investment decisions for the

Fund, a conflict of interest is a financial or any other interest, a relationship, or any other association of a relevant person that would,

or could reasonably be expected to, materially influence the investment decisions that we or Salt (or both) make in respect of the

Fund.

A ‘relevant person’ means us, Salt, or:

• a director, senior manager, or employee of ours who has a significant impact on the investment decisions that are made in

respect of the Fund; or

• an associated person (as defined in the FMCA) of ours (or a director or senior manager of that associated person).

Carbon Fund Other Material Information15
Details of conflicts of interest that currently exist at the date of this document, or that are likely to arise in the future, are as follows:

Nature of conflictInfluence on investment decisions

We are a subsidiary of Salt,

who is the investment manager

of the Fund.

As a subsidiary of Salt, we may have an incentive to appoint Salt over a third party investment

manager.

Directors and employees of

ours and Salt’s may from time

to time hold units in the Fund.

Decisions made by affected directors and employees may be influenced by their personal

interest in the Fund.

We have taken, and will continue to take, the following steps to manage the above conflicts:

• Complying with the requirements of the FMCA for related party transactions. The FMCA prohibits transactions with related

parties, unless the transaction falls within an exception (for example, transactions on commercial arm’s-length terms) or the

Supervisor consents to the transaction (which it can only do if it considers the transaction to be in the best interests of unit

holders, or the transactions are approved by (or contingent on approval by) a special resolution of unit holders).

• Adopting our own Conflicts of Interest and Related Party Transactions Policy (separate from Salt’s policy). This policy sets out our

process for identifying and managing any conflicts of interest and related party transactions. It requires employees to raise any

potential conflict of interest with one of our directors, who will escalate that conflict to the full Board if the director decides a

potential adverse conflict of interest exists. The Board will then determine measures to address any conflict identified. Our policy

also addresses trade execution, personal investments of employees, gifts and hospitality, and board memberships. We have also

adopted a Code of Conduct, Trade Execution Policy, Soft Dollar Policy, and Internal Trades Policy.

In addition, as we are the manager of a registered scheme under the FMCA, we are subject to duties under the FMCA, including

duties to act honestly and in the best interests of unit holders. Our directors and senior managers are also subject to duties, including

a duty prohibiting them from making use of information acquired through their position in order to gain an improper advantage for

themselves or any other person, or cause detriment to unit holders.

Market indices

We do not believe there is an appropriate broad-based securities index in terms of assessing the performance of the returns from the

carbon credits held by the Fund. This Fund is the first fund, listed or unlisted, to invest in carbon credits in New Zealand. Therefore,

there is no peer group index for carbon credits in NZ. Nor do we believe there is an appropriate peer group index that is useful in

assessing the performance of the Fund. The price of carbon credits on the NZ ETS has a correlation to other major asset classes

of close to zero. On this basis we will not be assessing performance of the Fund against a market index in reliance on the Financial

Markets Conduct (Market Index) Exemption Notice 2018.

Carbon Fund Other Material Information16
8. Glossary

In this document, unless the context otherwise requires, each term listed below has the meaning set out in the following table:

Administration ManagerMMC Limited, the administration manager for the Fund.

currentlyAs at the date of this document.

Establishment Deed The establishment deed for the Fund.

GAVThe Fund’s gross asset value, which is its net assets, ignoring the aggregate of any accruals for

fees and expenses (including our fees and the Supervisor’s fees), calculated in accordance with

the Trust Deed.

FMCAThe Financial Markets Conduct Act 2013.

FundThe Carbon Fund.

Net asset valueThe Fund’s gross asset value less the aggregate of any accruals for fees and expenses (including

our fees and the Supervisor’s fees).

NZX Listing RulesThe NZX Main Board / Debt Market Listing Rules, which govern the operation of the NZX Main

Board.

NZX Main BoardThe equities market operated by NZX Limited and known as the NZX Main Board.

PIEPortfolio investment entity, a special type of investment vehicle for income tax purposes.

RegistrarLink Market Services Limited, the unit registrar for the Fund.

SaltSalt Funds Management Limited, our parent company and the investment manager of the Fund.

SupervisorThe New Zealand Guardian Trust Company Limited, the supervisor of the Fund and the Scheme.

SIPOThe statement of investment policy and objectives for the Fund.

Trust DeedThe master trust deed governing the Fund and, unless the context requires otherwise, also

includes the Establishment Deed.

we, us, and ourSalt Investment Funds Limited, the manager of the Fund and the Scheme.

you or yourA person or entity that invests in the Fund, whether directly or indirectly.

Carbon Fund Other Material Information18
Salt Listed Funds Other Material Information

---

Salt Listed Funds
Statement of Investment Policy and Objectives (SIPO)

Dated 12 October 2018

Issued by Salt Investment Funds Limited

The commencement date for this SIPO is 12 October 2018 and the most current version is available on the Disclose Register at

https://disclose-register.companiesoffice.govt.nz/

CarbonFund

Managed by Salt Funds Management

Carbon Fund Statement of Investment Policy and Objectives (SIPO)1
Table of Contents

1. Description of the Scheme and Fund 1

2. Investment Philosophy 1

3. Investment Objectives of the Carbon Fund 1

4. Investment Policies 3

5. Investment Performance Monitoring 5

6. Investment Strategy Review 5

7. SIPO Review 5

8. Glossary 6


1. Description of the Scheme and Fund

The Salt Listed Funds (“Scheme”) is a managed investment scheme registered under the Financial Markets Conduct Act 2013

(“FMCA”). The Scheme was established pursuant to a Master Trust Deed dated 12 October 2018 (as amended from time to time).

The Carbon Fund (“Fund”) has been established within the Scheme by way of an Establishment Deed dated 12 October 2018 (as

amended from time to time).

The Fund is a portfolio investment entity (“PIE”) for tax purposes. The Fund is also a stand alone trust, which means that the assets

of the Fund cannot be used to satisfy the liabilities of any other fund established within the Scheme.

Salt Investment Funds Limited (“Manager”, “we”, “our”, or “us”), the licensed manager of the Scheme, intends to list the units in the

Fund on the NZX Main Board (under code CO2).

The Manager is a wholly owned subsidiary of Salt Funds Management Limited (“Salt”) and all resources the Manager needs to carry

out its functions are provided to it by Salt under a written Management Support Agreement. We have outsourced unit pricing

services in respect of the Scheme to MMC Limited (“MMC”) and registry services to Link Market Services Limited.

2. Investment Philosophy

We and Salt are active managers. Our shared investment philosophy is centred on the belief that market inefficiencies exist that can

be exploited over time to deliver superior risk-adjusted returns.

Further, the consideration of environmental, social and governance (ESG) factors is integral to the research we carry out. Salt

analysts consider the potential for ESG factors to influence long term returns on invested capital (positively and negatively).

Salt is a signatory to the United Nations Principles for Responsible Investment. Salt’s Responsible Investment Policy is centred upon

the six principles defined within this initiative. To find out more about this initiative, please visit http://www.unpri.org.

3. Investment Objectives of the Carbon Fund

The Fund’s investment objective is to provide investors with a total return exposure to movements in the price of carbon credits.

The Fund has the ability to buy carbon credits in emission trading schemes in New Zealand and offshore. As a result, the Fund may

also provide exposure to the price of carbon offshore.

Investment Strategy

Investment approach

The Fund generally gains its exposure through purchasing and holding carbon credits on the New Zealand Emissions Trading

Scheme (“NZ ETS”). We may also use derivatives to gain exposure to the NZ ETS.

Carbon Fund Statement of Investment Policy and Objectives (SIPO)2
The NZ ETS is the NZ government’s primary response to reducing New Zealand’s greenhouse gas emissions. Its objective is to

support and encourage global efforts to reduce greenhouse gas emissions by reducing New Zealand’s net emissions and assisting

New Zealand to meet its international obligations arising under the 2015 Paris Agreement. The agreement which was signed by 195

countries sets out a global action plan to put the world on track to avoid dangerous climate change by limiting global warming to

well below 2°C. To find out more about the Paris Agreement and how the NZ ETS works go to www.carbonfund.co.nz.

The Fund can invest in international carbon credits directly by buying and holding units directly in emissions trading schemes.

Where direct investment in offshore schemes is difficult to execute, the Fund may hold futures, forwards, swaps or other

derivatives that provide exposure to established offshore schemes such as the European Union emissions trading system.

The EU emissions trading system (EU ETS) is a cornerstone of the EU’s policy to combat climate change and its key tool for reducing

greenhouse gas emissions cost-effectively. It is the world’s first major carbon market set up in 2005 and remains the world’s

biggest. For more information on the EU ETS see the Other Material Information document available on the Disclose Register at

www.disclose-register.companiesoffice.govt.nz.

Salt may invest in other offshore schemes other than the EU ETS in the future if it considers the scheme is sufficiently established

and provides a robust investment opportunity to the Fund.

The Fund is actively managed by us. This means we buy and sell carbon credits on emission trading schemes, or hold cash based on

our own analysis and assessment of the market. This includes our assessment of the price of carbon credits relative to the demand

and supply of carbon credits and other factors including technological advancements, politics, regulation, fuel prices and even

global weather and climate change.

We do not believe there is an appropriate broad-based securities index in terms of assessing the performance of the returns

from the carbon credits held by the Fund. This Fund is the first fund, listed or unlisted, to invest in carbon credits in New Zealand.

Therefore, there is no peer group index for carbon credits in NZ. Nor do we believe there is an appropriate peer group index that is

useful in assessing the performance of the Fund. The price of carbon credits on the NZ ETS has a correlation to other major asset

classes of close to zero.

Currency hedging involves offsetting the currency exposure of foreign assets, such as offshore carbon credits, so that we reduce the

effect of currency movements on the value of those assets. Where we purchase carbon credits, derivatives, or other securities in an

offshore emission trading scheme, the exposure will generally be hedged back to the New Zealand dollar. However, exposures may

be partially hedged or completely unhedged at Salt’s discretion – see ‘Hedging’ on page 3 for more information.

Authorised Investments

The authorised investments for the Fund are:

• carbon credits traded in the NZ ETS;

• carbon credits traded in international emissions trading schemes;

• derivatives (either exchange traded or over-the-counter) including but not limited to swaps, interest rate and forward rate

contracts, forward foreign exchange contracts, options, and futures contracts;

• units and other prescribed interests in unit trusts or other pooled funds that invest in the investments referred to above, including

unit trusts managed by us or our related parties, irrespective of whether the trust or fund is listed on the NZX Main Board and/or

the Australian Securities Exchange; and

• cash or cash equivalent securities, including; bank accounts, term deposits and other certificates of deposit, commercial paper

and government bills.

Benchmark Asset Allocation Ranges

The Fund will have the following ranges and target asset allocation:

CategorySub categoryMinimum (%)Maximum (%)Target (%)

Cash and cash equivalents0%100%2%

CommoditiesCarbon credits0%100%98%

Other than as set out in the table above and in the ‘Authorised Investments’ section, there are no limits on the proportion of each

category the Fund may invest in. There are also no limits on the types of investments we can add in the future, by amending this

SIPO, as authorised investments for the Fund.

The actual investment mix could vary quite markedly in the normal course of undertaking the Fund’s investment strategy.

Carbon Fund Statement of Investment Policy and Objectives (SIPO)3
Suitability

The historical carbon price has been quite volatile relative to traditional asset classes such as shares and bonds. Price fluctuation

plays a significant role in the carbon market and carbon dioxide emissions reduction.

Many factors influence the price of carbon credits including political decisions, regulation, fuel prices and even global weather and

climate change.

These unique features mean that the Fund will not be appropriate for all investors. We recommend investors read the

additional information (including risks disclosures) set out in the product disclosure statement for the Fund, and obtain

financial advice, before investing in the Fund.

4. Investment Policies

Outlined below are the key investment policies that the Fund adheres to. Current versions of these policies are available on the

Disclose Register at http://www.disclose-register.companiesoffice.govt.nz.

Hedging

Changes in foreign exchange rates relative to the New Zealand dollar introduces volatility in the valuations of those investments

which the Fund might hold in currencies other than the New Zealand dollar. To reduce this volatility, the Fund targets a position

of fully hedging its overseas assets, although these may be partially hedged or completely unhedged at Salt’s discretion. Currency

hedges are monitored daily and managed consistent with Salt’s Derivatives Risk Policy.

Derivatives

Derivatives are used as an important part of effective portfolio management. The use of derivatives is multifaceted and includes

hedging in order to manage overall risk; achieving best execution of transactions and reducing overall transactions costs; and

achieving asset exposures in an efficient manner. Because they form part of the overall investment process, derivatives may not

be used where this would result in a conflict with the Fund’s governing documents or this SIPO. The use of derivatives must also be

consistent with Salt’s Derivatives Risk Policy.

Liquidity and cash flow management

The Fund maintains an appropriate level of liquid assets, including cash, in order to manage daily redemption flows from investors

and ongoing expenses. The Manager has determined that the investment limit for cash and cash equivalents for the Fund set out

above provides an adequate level of liquidity to meet these demands. Overall liquidity and cash flow management are a part of the

Fund’s daily portfolio monitoring process.

Leverage

The Fund does not intend to borrow money unless for settlement purposes. Any borrowing will be in accordance with any limits set

out in, and the requirements of, the Master Trust Deed and the Establishment Deed.

Trade allocation and execution

Salt’s Trade Execution Policy incorporates the general principles of fiduciary duty relating to dealing and the allocation of trades

across client accounts and supplements other client and contractual guidelines, compliance procedures and legal and/or regulatory

restrictions which may apply.

Salt, as our delegated investment manager, must act in the best interests of clients. This means that all clients should be treated

fairly and equitably when trading for their portfolios, with respect to priority of execution of orders and in the allocation of trades.

In order to ensure this occurs:

• orders can only be placed through a broker/counterparty on the approved list;

• Salt’s Investment Committee must approve new brokers/counterparties; and

• the Portfolio Manager records all orders prior to execution.

Carbon Fund Statement of Investment Policy and Objectives (SIPO)4
The price of any transaction entered on behalf of a client or portfolio must be ascertained as the price which is the best available

for the client in the relevant market at the time, considering transactions of the kind and size concerned.

Pricing/Valuation

Pricing and valuation functions are outsourced to the Fund’s independent administration manager, MMC. MMC calculates unit

prices on every New Zealand business day including regional anniversary days but with the exception of Auckland and Wellington

Anniversary Days. The unit price is calculated by dividing the Fund’s net asset value by the number of units on issue. Prices are not

calculated on other New Zealand public holidays.

During any period that units in the Fund are quoted on the NZX Main Board units will only be issued weekly (each Friday) although

MMC will continue to calculate unit prices every New Zealand business day.

All units purchased during the initial offer period as set out in the Product Disclosure Statement will be issued at a fixed unit price

of $1.00.

Whilst MMC provides the asset valuations and calculates the unit prices, we retain ultimate responsibility for ensuring that unit

prices are determined in accordance with the Fund’s Establishment Deed and the Master Trust Deed, and relevant legislation.

Accordingly, we reconcile MMC’s valuations and performance calculations with our own internally generated estimates.

Conflicts of interest

A conflict of interest can occur when a staff member, senior manager, Director or any other person engaged by us or Salt has a

personal interest in a matter or action connected with the activities of us or Salt. These include but are not limited to areas dealing

with trade execution, personal trading, Directorships and gifts and hospitality.

All staff members, Directors and any other persons engaged by us and Salt in a governance capacity in connection with the Fund

are required to observe the highest standards of business integrity. This includes ensuring that an individual’s position and any

information acquired is not used in order to gain an improper advantage or cause detriment to our investors.

We and Salt have adopted the following policies to help identify and deal with conflicts in an appropriate manner:

• Conflicts of Interest and Related Party Transactions Policy

• Code of Conduct

• Staff Trading Policy

• Trade Execution Policy

• Soft Dollar Policy

• Internal Trades Policy

• Gifts & Hospitality Policy

Related Party Transactions

We undertake all transactions with related parties of the Scheme in accordance with rules applicable to managed investment

schemes under the FMCA. Our Conflicts of Interest and Related Party Transactions Policy outlines how we comply with these

obligations.

If any related party benefit is entered into, this requires Board approval and either:

• a certificate is signed pursuant to section 174 of the FMCA by a Director of the Board; or

• Supervisor consent is obtained, and only then when the FMCA requirements have been met.

Taxation

As a listed PIE, the Fund will pay tax on taxable income at the rate of 28%. This is reflected in the unit price.

Carbon Fund Statement of Investment Policy and Objectives (SIPO)5
Responsible Investment

As a signatory to the UN Principles for Responsible Investing initiative, Salt recognises that the generation of long term sustainable

returns is dependent on stable, well-functioning and well governed social, environmental and economic systems.

Our approach to responsible investment can be found at www.saltfunds.co.nz/approach-to-responsible-investing.

5. Investment Performance Monitoring

Independent of the Fund’s Administration Manager, Salt generates daily performance estimates for the Fund based on assets’

previous day’s values and closing prices, in accordance with the valuation provisions of the Master Trust Deed. The daily

performance estimate is then reconciled against the Administration Manager’s calculated performance.

Performance of the Fund will be measured on an after fees and expenses and after PIE tax basis over 1 month, 3 months, 6 months,

year to date, 1 year, 2 years, 3 years, 5 years, and since inception time periods (when the Fund has been in operation for the

required time period). For periods longer than 1 year, we will measure each Fund’s performance on annualised basis.

The Fund’s performance over these periods will be made publicly available on the Fund’s website at www.carbonfund.co.nz.

6. Investment Strategy Review

Salt’s Investment Committee, which consists of Salt’s Portfolio Managers (who are also the Directors of the Manager) and the Head

of Research hold formal meetings on a quarterly basis where the Fund’s investment strategy (including benchmark asset allocation

ranges, where relevant) and performance is reviewed. Informal reviews occur on a regular basis amongst members of Salt’s

investment team.

7. SIPO Review

Compliance with the SIPO is monitored on a daily basis by Salt’s Operations and Compliance Team.

Salt’s Investment Committee is responsible for reviewing the SIPO on an ongoing basis and determining whether any changes are

required. A formal review is also undertaken by the Investment Committee on an annual basis. Any recommendations are made

by the Investment Committee to the Manager’s Board who have final responsibility for approving any amendments. Changes to the

regulatory/legal environment or significant adverse market conditions may also result in an ad hoc review of the SIPO.

We will provide the Fund’s Supervisor with prior written notice of any changes to the SIPO and investors will be given at least one

month’s prior notice of any material changes to the SIPO.

Carbon Fund Statement of Investment Policy and Objectives (SIPO)6
8. Glossary

In this SIPO, terms have the following meanings unless the context requires otherwise:

carbon creditmeans a tradable unit that represents the right to emit one tonne of carbon dioxide or

the carbon dioxide equivalent of any other greenhouse gas recognized by the NZ ETS or

international emission trading scheme. Also called emission units on an emission trading

scheme.

Establishment Deed means the establishment deed for the Carbon Fund, as amended from time to time.

FMCAmeans Financial Markets Conduct Act 2013.

Fundmeans the Carbon Fund.

Gross asset valuemeans the Fund’s gross asset value, which is its net assets, ignoring the aggregate of any

accruals for fees and expenses (including our fees and the Supervisor’s fees), calculated in

accordance with the Master Trust Deed.

Investment Committeemeans Salt’s investment committee.

Manager, we, us and ourmeans Salt Investment Funds Limited, the manager of the Fund and Scheme.

Master Trust Deedmeans the master trust deed governing the Scheme and the Fund, as amended from time to

time.

MMC and Administration

Manager

means MMC Limited, the Fund’s administration manager.

Net asset valuemeans the Fund’s gross asset value less the aggregate of any accruals for fees and expenses

(including our fees and the Supervisor’s fees).

NZ ETSmeans the New Zealand Emissions Trading Scheme, the New Zealand Government’s main tool

for reducing greenhouse gas emissions.

PIEmeans portfolio investment entity, a special type of investment vehicle for income tax

purposes.

Portfolio Managermeans the portfolio manager within Salt responsible for the Fund.

Saltmeans Salt Funds Management Limited, the Manager’s parent company and the investment

manager of the Fund.

Scheme

means the registered managed investment scheme known as the Salt Listed Funds.

SIPOmeans this Statement of Investment Policy and Objectives.

Supervisor means The New Zealand Guardian Trust Company Limited, the supervisor of the Fund.

Carbon Fund Statement of Investment Policy and Objectives (SIPO)8
Salt Listed Funds Statement of Investment Policy and Objectives (SIPO)

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.