All funds

4 November 2011: About AMP Capital

In all offer documents, in the section ‘About AMP Capital Investors’, the heading, paragraphs 1 and 2, and the footer are deleted and replaced with:

About AMP Capital

AMP Capital is a specialist investment manager with over $93 billion in funds under management*.

As a wholly owned subsidiary of AMP Limited, we operate with a pure investment focus, while benefiting from the resources of our parent. With over 250 in-house investment professionals* and a carefully selected global network of investment partners, we offer significant depth and breadth of investment expertise.

*As at 30 September 2011

26 July 2011: Financial Services Council

In all offer documents, under the heading 'Alternative forms of remuneration' in the fee section, all content is deleted and replaced with:

We comply with the Financial Services Council (FSC) standard relating to alternative forms of remuneration. This standard requires fund managers, platform providers, representatives and licensees who are members of the FSC or Financial Planning Association to maintain a register to record any material forms of alternative remuneration they may pay or receive. We will provide you with a copy of our register free of charge, on request.

26 July 2011: Anti-money laundering - all offer documents

In all offer documents, in the 'Addiitional information' section of each document, all content including the heading for 'Anti-money laundering and counter-terrorism financing' is deleted and replaced with:

Anti-money laundering (AML), counter-terrorism financing (CTF) and sanctions

To comply with our obligations under AML and CTF legislation, we must collect certain information about each investor, supported by relevant identification documents. Examples of identification documents include passports and driver’s licences for individuals, and evidence of registration for entities such as companies. The documents you will need to provide are listed in the form you complete at the time of applying for an investment in the Fund.

By applying to invest in the Fund you warrant that:

you comply and will continue to comply with all applicable AML, CTF and sanctions laws and regulations, including but not limited to the laws and regulations of Australia in force from time to time (AML/CTF and Sanctions Law)
you are not aware and have no reason to suspect that:
- the moneys used to fund your investment in the Fund have been or will be derived from or related to any money laundering, terrorism financing or similar activities that would be illegal under applicable laws or regulations or otherwise prohibited under any international convention or agreement (‘illegal activity’), or
- the proceeds of your investment in the Fund will be used to finance any illegal or sanctioned activities
you, your agent or your nominated representative will provide us with all additional information and assistance that we may request in order for us to comply with any AML/CTF and Sanctions Law, and
you will notify us if you are or become:
- a ‘politically exposed’ person or organisation for the purposes of any AML/CTF Law
- a ‘proscribed person or entity’ for the purposes of Sanctions Law, or
- commonly known by a name other than the name provided in the form you complete at the time of applying for an investment in the Fund.

By applying to invest in the Fund, you also acknowledge that we may:

decide to delay or refuse any request or transaction, including by suspending the issue or redemption of units in the Fund, if we are concerned that the request or transaction may breach any obligation of, or cause us to commit or participate in an offence under any AML/CTF and Sanctions Law, and we will incur no liability to you if we do so
take other action we reasonably believe is necessary to comply with AML/CTF and Sanctions Law, including disclosing any information that we hold about you to any of our related bodies corporate or service providers whether in Australia or outside Australia, or to any relevant Australian or foreign AML or CTF regulator, and
collect additional information about you from time to time, from you or from third parties, for the purposes of satisfying our AML/CTF and Sanctions Law obligations, and that we may use and disclose any such information as described under ‘Your privacy’ in the offer document.

26 July 2011: Anti-money laundering - Platform PDSs only

In all Platform (Class A) and Platform (Wholesale units) PDSs, the following is inserted immediately before the antimoney laundering content noted above:

Indirect investors

The following information is mainly relevant to platform operators. For indirect investors, your financial adviser or platform operator will be able to provide you with information about how AML and CTF legislation may affect you in relation to an investment in the Fund.

18 May 2011: Buy and sell spreads

We may vary the buy and sell spreads from time to time. From 10 June 2011, current buy and sell spreads can be obtained online at www.ampcapital.com.au/spreads or by contacting us.

27 January 2011: Taxation of Financial Arrangements

A new tax regime governing the taxation of financial arrangements (TOFA) applies to AMP Capital Investors Limited managed investments schemes (AMP Capital funds) from 1 July 2010 (or 1 January 2011 for AMP Capital funds with a tax year end of 31 December), subject to certain exceptions. The TOFA rules generally only apply to financial arrangements that are entered into after the commencement of the TOFA regime, however a ‘transitional election’ may be made to bring pre-existing financial arrangements within the TOFA regime.

The TOFA rules require gains and losses from financial arrangements be brought to account for tax purposes on a revenue basis, and in some cases require those gains and losses to be recognised for tax purposes on a compounding accruals basis over the term of the arrangement. The TOFA rules should not result in a significant change in treatment for any AMP Capital fund.

Investors should seek their own tax advice regarding the implications of the TOFA regime in respect of their investments in AMP Capital funds.

30 July 2009: Communication by fax

When you communicate with us by fax, it is your responsibility to obtain confirmation from us that we have received your fax. We are not responsible for any loss or processing delay that occurs as a result of us not receiving a faxed communication. Please note that we do not accept a sender's fax transmission record as evidence that a communication has been received by us. You also indemnify us against any loss or liability arising from us acting on any fraudulent communication received by fax.

AMP Capital Asian Equity Growth Fund

22 September 2011: Related party transactions

In all offer documents for the fund, in the 'Additional information' section of each document, the following is inserted immediately before the heading 'Complaints procedure':

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the AMP Capital Conflicts of Interest Guidelines. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

15 February 2011: Inside information

The Staff Investment Programme PDS dated 23 June 2010 is updated as follows:

1. Under the heading ‘Requesting a withdrawal’ on page 18, paragraphs 1 and 2 are deleted and replaced with:

Completing a withdrawal form

Complete the withdrawal form available online at www.ampcapital.com.au/staffoffer and submit it to us by fax* to 1800 630 066 or by mail to AMP Capital Investors Limited, GPO Box 5445, Sydney NSW 2001. Staff can also submit their withdrawal forms through internal mail to AMP Capital Client Services, Level 12, 50 Bridge Street, Sydney NSW 2000.

Withdrawal amounts will be paid to your nominated account.

* Please refer to 'Communication by fax' in the 'Additional information' section of this PDS.

2. The following is inserted immediately before the heading ‘Anti-money laundering and counter-terrorism financing’ on page 21:

Inside information

All investors
If you hold ‘inside information’ in relation to the Fund, you must not trade in units in the Fund, either through investing or withdrawing from the Fund. Inside information is information that is not generally available to the public and, if it were generally available, a reasonable person would expect the information to have a material effect on the value of the Fund or the price of units in the Fund.

AMP Capital staff only
It is important that you read each of the AMP Capital Personal Trading Policy and the AMP Capital Chinese Walls Policy, both of which can be obtained by contacting us. Current AMP staff members can also access these policies via the AMP Capital intranet. These policies provide information about your responsibilities in relation to the use of inside information.

Additionally, as AMP Capital is the responsible entity of the Fund, officers and employees of AMP Capital have duties which prohibit them from making use of information acquired through their position in order to gain an improper advantage for themselves or another person, or to cause detriment to other investors in the Fund.

Acknowledgment
When you apply for new or additional units, or request a withdrawal, you must submit a current Staff Investment Programme application or withdrawal form, each of which requires you to acknowledge that you are aware of the insider information requirements. AMP Capital staff are also required to acknowledge that they are aware of their responsibilities in relation to the use of information acquired through their position with AMP Capital.

AMP Capital Balanced Growth Fund

30 September 2011: The following information is updated in all offer documents for the Fund.

1. Related party transactions

In the 'Additional information' section of each document, the following is inserted immediately before the heading ‘Complaints procedure’:

Related party transactions
A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the ‘AMP Capital Conflicts of Interest Guidelines’. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

Accordingly, AMP Capital may enter into arrangements, either directly or through an underlying fund, with related bodies corporate for services provided to the Fund. These services may include, for example, the arrangement and/or provision of a term deposit or a liquidity facility. The provision for these services is on arm’s length terms.

2. Investment objective

Under the heading ‘Investment objective’ in the 'At a glance' table of each document, all information is deleted and replaced with:

To provide a total return (primarily capital growth with some income) after costs and before tax, above the Fund’s performance benchmark on a rolling 3 year basis.

The Fund aims to achieve this investment objective by investing across a range of asset types with higher exposure to growth assets.

3. Gearing

Under the heading ‘Gearing’ in the 'Fund profile' section of each document, all information is deleted and replaced with:

It is not our intention to gear the Fund. However, underlying funds and securities in which the Fund invests may be geared through the use of derivatives or borrowing. The Fund will be managed such that its risk characteristics are consistent with its investment objectives.

4. Short selling

In the 'Fund profile' section of each document, the following is inserted immediately before the heading ‘Ethical policy’:

Short selling
Underlying managers or funds in which the Fund invests may use short selling. Short selling involves the sale of an asset not owned by the seller at the time they agree to sell. The aim of short selling is to sell at a high price and buy the asset at a later time, at a lower price. In order to short sell, the seller will typically borrow the asset from another party or use derivatives such as swaps.

5. Gearing

In the 'Risks of investing' section of each document, the following is inserted immediately before the heading ‘Property investments’:

Gearing
Whilst it is not our intention to gear the Fund, underlying funds and securities in which the Fund invests may use gearing. Gearing has the effect of magnifying a fund’s returns, both positive and negative which means that the risk of loss of capital may be greater than if gearing did not take place. Additionally, increases in interest rates may affect the cost of a fund’s borrowings and so reduce a fund’s returns.

8 August 2011: Asset class benchmarks and ranges

In all offer documents for the fund, in the ‘Fund profile’ section, the table under the heading ‘Asset class benchmarks and ranges’ is deleted and replaced with:

Growth
Asset class	Benchmark asset mix	Strategic range
Australian shares	35%	28-42%
International shares	26%	19-33%
Listed property trusts	10%	0-20%
Alternative assets - growth	0%	0-2%
Total	71%	60-80%
Defensive
Australian fixed income	14%	5-30%
International fixed income	8%	0-15%
Alternative assets – defensive	2%	0-4%
Cash	5%	0-20%
Total	29%	20-40%

15 February 2011: Inside information

The Staff Investment Programme PDS dated 11 August 2010 is updated as follows:

1. Under the heading ‘Requesting a withdrawal’ on page 18, paragraphs 1 and 2 are deleted and replaced with:

Completing a withdrawal form

Complete the withdrawal form available online at www.ampcapital.com.au/staffoffer and submit it to us by fax* to 1800 630 066 or by mail to AMP Capital Investors Limited, GPO Box 5445, Sydney NSW 2001. Staff can also submit their withdrawal forms through internal mail to AMP Capital Client Services, Level 12, 50 Bridge Street, Sydney NSW 2000.

Withdrawal amounts will be paid to your nominated account.

* Please refer to 'Communication by fax' in the 'Additional information' section of this PDS.

2. The following is inserted immediately before the heading ‘Anti-money laundering and counter-terrorism financing’ on page 21:

Inside information

All investors
If you hold ‘inside information’ in relation to the Fund, you must not trade in units in the Fund, either through investing or withdrawing from the Fund. Inside information is information that is not generally available to the public and, if it were generally available, a reasonable person would expect the information to have a material effect on the value of the Fund or the price of units in the Fund.

AMP Capital staff only
It is important that you read each of the AMP Capital Personal Trading Policy and the AMP Capital Chinese Walls Policy, both of which can be obtained by contacting us. Current AMP staff members can also access these policies via the AMP Capital intranet. These policies provide information about your responsibilities in relation to the use of inside information.

Additionally, as AMP Capital is the responsible entity of the Fund, officers and employees of AMP Capital have duties which prohibit them from making use of information acquired through their position in order to gain an improper advantage for themselves or another person, or to cause detriment to other investors in the Fund.

Acknowledgment
When you apply for new or additional units, or request a withdrawal, you must submit a current Staff Investment Programme application or withdrawal form, each of which requires you to acknowledge that you are aware of the insider information requirements. AMP Capital staff are also required to acknowledge that they are aware of their responsibilities in relation to the use of information acquired through their position with AMP Capital.

AMP Capital Conservative Fund

30 September 2011: The following information is updated in all offer documents for the Fund.

1. Related party transactions

In the 'Additional information' section of each document, the following is inserted immediately before the heading ‘Complaints procedure’:

Related party transactions
A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the ‘AMP Capital Conflicts of Interest Guidelines’. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

Accordingly, AMP Capital may enter into arrangements, either directly or through an underlying fund, with related bodies corporate for services provided to the Fund. These services may include, for example, the arrangement and/or provision of a term deposit or a liquidity facility. The provision for these services is on arm’s length terms.

2. Gearing

Under the heading ‘Gearing’ in the 'Fund profile' section of each document, all information is deleted and replaced with:

It is not our intention to gear the Fund. However, underlying funds and securities in which the Fund invests may be geared through the use of derivatives or borrowing. The Fund will be managed such that its risk characteristics are consistent with its investment objectives.

3. Short selling

In the 'Fund profile' section of each document, the following is inserted immediately before the heading ‘Ethical policy’:

Short selling
Underlying managers or funds in which the Fund invests may use short selling. Short selling involves the sale of an asset not owned by the seller at the time they agree to sell. The aim of short selling is to sell at a high price and buy the asset at a later time, at a lower price. In order to short sell, the seller will typically borrow the asset from another party or use derivatives such as swaps.

4. Gearing

In the 'Risks of investing' section of each document, the following is inserted immediately before the heading ‘Property investments’:

Gearing
Whilst it is not our intention to gear the Fund, underlying funds and securities in which the Fund invests may use gearing. Gearing has the effect of magnifying a fund’s returns, both positive and negative which means that the risk of loss of capital may be greater than if gearing did not take place. Additionally, increases in interest rates may affect the cost of a fund’s borrowings and so reduce a fund’s returns.

8 August 2011: Asset class benchmarks and ranges

In all offer documents for the fund, in the ‘Fund profile’ section, the table under the heading ‘Asset class benchmarks and ranges’ is deleted and replaced with:

Defensive
Asset class	Benchmark asset mix	Strategic range
Australian fixed income	28%	15-45%
International fixed income	14%	5-25%
Alternative assets – defensive	2%	0-4%
Cash	26%	15-35%
Total	70%	60-80%
Growth
Australian shares	12%	5-19%
International shares	11%	4-18%
Listed property trusts	7%	0-16%
Alternative assets - growth	0%	0-2%
Total	30%	20-40%

AMP Capital Core Infrastructure Fund

02 May 2011: Processing withdrawal requests

The AMP Capital Core Infrastructure Fund Supplementary PDS dated 16 December 2010 is updated as follows:

Under the heading 'Processing withdrawal requests' on page 2, the second paragraph is deleted and the following paragraph is inserted at the end of the section, immediately before the heading 'Monthly processing of withdrawal requests (if applicable)':

The unit price used to calculate your withdrawal value will generally be the price calculated on the last valuation date before we process the payment of your withdrawal request.

15 February 2011: Inside information

The Staff Investment Programme PDS dated 21 June 2010 is updated as follows:

1. Under the heading ‘Requesting a withdrawal’ on page 20, paragraphs 1 and 2 are deleted and replaced with:

Completing a withdrawal form

Complete the withdrawal form available online at www.ampcapital.com.au/staffoffer and submit it to us by fax* to 1800 630 066 or by mail to AMP Capital Investors Limited, GPO Box 5445, Sydney NSW 2001. Staff can also submit their withdrawal forms through internal mail to AMP Capital Client Services, Level 12, 50 Bridge Street, Sydney NSW 2000.

Withdrawal amounts will be paid to your nominated account.

* Please refer to 'Communication by fax' in the 'Additional information' section of this PDS.

2. The following is inserted immediately before the heading ‘Anti-money laundering and counter-terrorism financing’ on page 23:

Inside information

All investors
If you hold ‘inside information’ in relation to the Fund, you must not trade in units in the Fund, either through investing or withdrawing from the Fund. Inside information is information that is not generally available to the public and, if it were generally available, a reasonable person would expect the information to have a material effect on the value of the Fund or the price of units in the Fund.

AMP Capital staff only
It is important that you read each of the AMP Capital Personal Trading Policy and the AMP Capital Chinese Walls Policy, both of which can be obtained by contacting us. Current AMP staff members can also access these policies via the AMP Capital intranet. These policies provide information about your responsibilities in relation to the use of inside information.

Additionally, as AMP Capital is the responsible entity of the Fund, officers and employees of AMP Capital have duties which prohibit them from making use of information acquired through their position in order to gain an improper advantage for themselves or another person, or to cause detriment to other investors in the Fund.

Acknowledgment
When you apply for new or additional units, or request a withdrawal, you must submit a current Staff Investment Programme application or withdrawal form, each of which requires you to acknowledge that you are aware of the insider information requirements. AMP Capital staff are also required to acknowledge that they are aware of their responsibilities in relation to the use of information acquired through their position with AMP Capital.

AMP Capital Core Property Fund

30 September 2011: Performance benchmark update

From 1 October 2011, the AMP Capital Core Property Fund’s performance benchmark will be updated to reflect a benchmark change in one of its underlying funds.

The underlying fund, AMP Capital Global Property Securities Fund, is changing its performance benchmark from UBS Global Real Estate Investors Index (AUD hedged) to FTSE EPRA/NAREIT Developed Rental Index Hedged in AUD Net TRI.

Consequently, all content under the heading ‘Performance benchmark’ in the ‘At a glance’ table on page 4 of the PDS is deleted and replaced with:

Weighted return of the indices listed below (using the weightings indicated):

Mercer/IDP Australian Pooled Property Fund Index – 50%
S&P/ASX 300 A-REIT Accumulation Index – 25%
FTSE EPRA/NAREIT Developed Rental Index Hedged in AUD Net TRI Index – 25%

AMP Capital Corporate Bond Fund

9 August 2011: The Fund's investments

In all offer documents for the fund, in the ‘Fund profile’ section, under the heading 'The Fund's investments', the third bullet point is deleted and replaced with:

non-investment grade rated securities up to a maximum of 10% of the Fund's investments

AMP Capital Enhanced Yield Fund

16 February 2009

AMP Capital is currently not accepting applications for new or additional investments in the fund.

AMP Capital Equity Fund

20 January 2010: Alternative forms of remuneration

We comply with the Investment and Financial Services Association and Financial Planning Association Joint Code of Practice on Alternative Forms of Remuneration, which requires us to maintain a register to record any material forms of alternative remuneration we may pay or receive. We will provide you with a copy of the register free of charge, on request.

31 March 2008: Reinvestment of distributions

Reinvestment

The issue price for reinvested distributions is determined by the net asset value (adjusted by any distribution payable) and the number of units on issue in the unit class as at the last day of the distribution period. No buy spread is applied to reinvested distributions.

AMP Capital Global Infrastructure Securities Fund (Hedged)

31 August 2011: Related party transactions

In all offer documents for the fund, in the 'Additional information' section of each document, the following is inserted immediately before the heading 'AMP Capital and AMP Capital Brookfield':

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the ‘AMP Capital Conflicts of Interest Guidelines’. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

15 February 2011: Inside information

The Staff Investment Programme PDS dated 23 June 2010 is updated as follows:

1. Under the heading ‘Requesting a withdrawal’ on page 17, paragraphs 1 and 2 are deleted and replaced with:

Completing a withdrawal form

Complete the withdrawal form available online at www.ampcapital.com.au/staffoffer and submit it to us by fax* to 1800 630 066 or by mail to AMP Capital Investors Limited, GPO Box 5445, Sydney NSW 2001. Staff can also submit their withdrawal forms through internal mail to AMP Capital Client Services, Level 12, 50 Bridge Street, Sydney NSW 2000.

Withdrawal amounts will be paid to your nominated account.

* Please refer to 'Communication by fax' in the 'Additional information' section of this PDS.

2. The following is inserted immediately before the heading ‘Anti-money laundering and counter-terrorism financing’ on page 20:

Inside information

All investors
If you hold ‘inside information’ in relation to the Fund, you must not trade in units in the Fund, either through investing or withdrawing from the Fund. Inside information is information that is not generally available to the public and, if it were generally available, a reasonable person would expect the information to have a material effect on the value of the Fund or the price of units in the Fund.

AMP Capital staff only
It is important that you read each of the AMP Capital Personal Trading Policy and the AMP Capital Chinese Walls Policy, both of which can be obtained by contacting us. Current AMP staff members can also access these policies via the AMP Capital intranet. These policies provide information about your responsibilities in relation to the use of inside information.

Additionally, as AMP Capital is the responsible entity of the Fund, officers and employees of AMP Capital have duties which prohibit them from making use of information acquired through their position in order to gain an improper advantage for themselves or another person, or to cause detriment to other investors in the Fund.

Acknowledgment
When you apply for new or additional units, or request a withdrawal, you must submit a current Staff Investment Programme application or withdrawal form, each of which requires you to acknowledge that you are aware of the insider information requirements. AMP Capital staff are also required to acknowledge that they are aware of their responsibilities in relation to the use of information acquired through their position with AMP Capital.

AMP Capital Global Infrastructure Securities Fund (Unhedged)

31 August 2011: Related party transactions

In all offer documents for the fund, in the 'Additional information' section of each document, the following is inserted immediately before the heading 'AMP Capital and AMP Capital Brookfield':

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the ‘AMP Capital Conflicts of Interest Guidelines’. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

AMP Capital Global Property Securities Fund

15 September 2011: Investment management

In all offer documents for the fund, under the heading 'Investment management' in the 'Fund profile' section of each document, the last sentence is deleted and replaced with:

The investment team manages over $7.7 billion in assets on behalf of institutional and retail clients across Australia, New Zealand, Asia, North America, Europe and the Middle East (as at 30 June 2011).

15 September 2011: Related party transactions

In all offer documents for the fund, in the 'Additional information' section of each document, the following is inserted immediately above the heading 'AMP Capital and AMP Capital Brookfield':

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager, or where we are in an advisory relationship.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this PDS (or Information Memorandum where applicable) by the ‘AMP Capital Conflicts of Interest Guidelines. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

15 February 2011: Inside information

The Staff Investment Programme PDS dated 8 September 2010 is updated as follows:

1. Under the heading ‘Requesting a withdrawal’ on page 18, paragraphs 1 and 2 are deleted and replaced with:

Completing a withdrawal form

Complete the withdrawal form available online at www.ampcapital.com.au/staffoffer and submit it to us by fax* to 1800 630 066 or by mail to AMP Capital Investors Limited, GPO Box 5445, Sydney NSW 2001. Staff can also submit their withdrawal forms through internal mail to AMP Capital Client Services, Level 12, 50 Bridge Street, Sydney NSW 2000.

Withdrawal amounts will be paid to your nominated account.

* Please refer to 'Communication by fax' in the 'Additional information' section of this PDS.

2. The following is inserted immediately before the heading ‘Anti-money laundering and counter-terrorism financing’ on page 21:

Inside information

All investors
If you hold ‘inside information’ in relation to the Fund, you must not trade in units in the Fund, either through investing or withdrawing from the Fund. Inside information is information that is not generally available to the public and, if it were generally available, a reasonable person would expect the information to have a material effect on the value of the Fund or the price of units in the Fund.

AMP Capital staff only
It is important that you read each of the AMP Capital Personal Trading Policy and the AMP Capital Chinese Walls Policy, both of which can be obtained by contacting us. Current AMP staff members can also access these policies via the AMP Capital intranet. These policies provide information about your responsibilities in relation to the use of inside information.

Additionally, as AMP Capital is the responsible entity of the Fund, officers and employees of AMP Capital have duties which prohibit them from making use of information acquired through their position in order to gain an improper advantage for themselves or another person, or to cause detriment to other investors in the Fund.

Acknowledgment
When you apply for new or additional units, or request a withdrawal, you must submit a current Staff Investment Programme application or withdrawal form, each of which requires you to acknowledge that you are aware of the insider information requirements. AMP Capital staff are also required to acknowledge that they are aware of their responsibilities in relation to the use of information acquired through their position with AMP Capital.

AMP Capital High Growth Fund

30 September 2011: The following information is updated in all offer documents for the Fund.

1. Related party transactions

In the 'Additional information' section of each document, the following is inserted immediately before the heading ‘Complaints procedure’:

Related party transactions
A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the ‘AMP Capital Conflicts of Interest Guidelines’. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

Accordingly, AMP Capital may enter into arrangements, either directly or through an underlying fund, with related bodies corporate for services provided to the Fund. These services may include, for example, the arrangement and/or provision of a term deposit or a liquidity facility. The provision for these services is on arm’s length terms.

2. Gearing

Under the heading ‘Gearing’ in the 'Fund profile' section of each document, all information is deleted and replaced with:

It is not our intention to gear the Fund. However, underlying funds and securities in which the Fund invests may be geared through the use of derivatives or borrowing. The Fund will be managed such that its risk characteristics are consistent with its investment objectives.

3. Short selling

In the 'Fund profile' section of each document, the following is inserted immediately before the heading ‘Ethical policy’:

Short selling
Underlying managers or funds in which the Fund invests may use short selling. Short selling involves the sale of an asset not owned by the seller at the time they agree to sell. The aim of short selling is to sell at a high price and buy the asset at a later time, at a lower price. In order to short sell, the seller will typically borrow the asset from another party or use derivatives such as swaps.

4. Gearing

In the 'Risks of investing' section of each document, the following is inserted immediately before the heading ‘Property investments’:

Gearing
Whilst it is not our intention to gear the Fund, underlying funds and securities in which the Fund invests may use gearing. Gearing has the effect of magnifying a fund’s returns, both positive and negative which means that the risk of loss of capital may be greater than if gearing did not take place. Additionally, increases in interest rates may affect the cost of a fund’s borrowings and so reduce a fund’s returns.

8 August 2011: Asset class benchmarks and ranges

In all offer documents for the fund, in the ‘Fund profile’ section, the table under the heading ‘Asset class benchmarks and ranges’ is deleted and replaced with:

Growth
Asset class	Benchmark asset mix	Strategic range
Australian shares	40%	33-47%
International shares	36%	29-43%
Listed property trusts	8%	0-16%
Alternative assets – growth	0%	0-2%
Total	84%	75-95%
Defensive
Australian fixed income	6%	0-20%
International fixed income	5%	0-10%
Alternative assets – defensive	2%	0-4%
Cash	3%	0-15%
Total	16%	5-25%

AMP Capital Managed Treasury Fund

7 October 2011: Security ratings

In all offer documents for the fund, in the 'Fund profile' section under the heading 'Security ratings', paragraph 2 is deleted and replaced with:

Short term investment grade securities have a Standard and Poor’s credit rating of A-2 or above.

AMP Capital Multi-Asset Fund

11 January 2012: Investment approach

Amendments are made to each PDS for the Fund (dated 16 June 2011 and 23 September 2011) as set out below.

In the ‘About the AMP Capital Multi-Asset Fund’ section of each PDS

Under the heading ‘Overview’, the first paragraph is deleted and replaced with:

The AMP Capital Multi-Asset Fund provides investors with the potential for stable, risk-adjusted returns above inflation through investment in a portfolio of assets primarily diversified across asset classes, sources of returns (from different asset types) and investment managers. The Fund is actively managed, with the flexibility to rebalance its asset allocation mix within broad ranges to maintain a contemporary portfolio relevant to market conditions, and with the aim of lowering the volatility of returns over time, across the full investment cycle.

In the ‘Our investment approach’ section of each PDS

Under the heading ‘Our investment approach’, the first paragraph is deleted and replaced with:

The AMP Capital Multi-Asset Fund invests in a portfolio of assets diversified across asset classes, sources of returns (from different asset types) and investment managers, with the aim of maintaining a contemporary portfolio relevant to market conditions and lowering the volatility of returns over time, across the full investment cycle.

The following is inserted immediately after the heading ‘Diversification’:

Diversification within the Fund primarily occurs at three levels - by asset class, source of return (from different asset types) and investment manager (where we seek out managers with demonstrated expertise in their relevant markets).

5 December 2011: Benchmark indices

Amendments as set out below are made to the following offer documents:

AMP Capital Multi-Asset Fund Personal investors PDS dated 16 June 2011
AMP Capital Multi-Asset Fund Platform (Class A units) PDS dated 16 June 2011
AMP Capital Multi-Asset Fund Staff Investment Programme PDS dated 23 September 2011

In the 'Fees and other costs' section of each PDS, in Table 2:

1. For ‘Alternatives’, the typical benchmark index for hedge funds is deleted and replaced with:

Reserve Bank of Australia cash rate
UBS Bank Bill Index

2. For 'Australian fixed income', the typical benchmark index for inflation linked bonds is deleted and replaced with:

Custom benchmark based on the UBS Government Inflation Linked Bond Index, adjusted by other fixed income benchmarks/instruments.

3. For 'International fixed income', all information relating to the Inflation linked bonds asset sub-class is deleted.

8 September 2011: Management costs

For the AMP Capital Multi-Asset Fund PDSs dated 16 June 2011, under the heading 'Additional explanation of fees and costs' in the 'Fees and other costs' section of each PDS, the first paragraph is deleted and replaced with:

Management costs shown in Table 1 are made up of a management fee, recoverable expenses and a performance fee. Management costs charged by underlying funds or investment managers are included in Table 1 to the extent that we are able to estimate them. We may not be able to estimate these costs where the amount cannot be ascertained by us. For example an underlying fund may incur establishment and organisational costs, which may not be able to be ascertained by us. Fees and expenses charged by the Fund and underlying funds reduce the net asset value of the Fund and in turn, your investment.

AMP Capital Structured High Yield Fund

16 February 2009

AMP Capital is currently not accepting applications for new or additional investments in the fund.

AMP Capital Sustainable Share Fund

31 August 2011: Related party transactions

In all offer documents for the fund, in the 'Additional information' section of each document, the following is inserted immediately before the heading 'Complaints procedure’:

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the ‘AMP Capital Conflicts of Interest Guidelines’. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

15 February 2011: Inside information

The Staff Investment Programme PDS dated 15 February 2010 is updated as follows:

1. Under the heading ‘Requesting a withdrawal’ on page 20, paragraphs 1 and 2 are deleted and replaced with:

Completing a withdrawal form

Complete the withdrawal form available online at www.ampcapital.com.au/staffoffer and submit it to us by fax* to 1800 630 066 or by mail to AMP Capital Investors Limited, GPO Box 5445, Sydney NSW 2001. Staff can also submit their withdrawal forms through internal mail to AMP Capital Client Services, Level 12, 50 Bridge Street, Sydney NSW 2000.

Withdrawal amounts will be paid to your nominated account.

* Please refer to 'Communication by fax' in the 'Additional information' section of this PDS.

2. The following is inserted immediately before the heading ‘Anti-money laundering and counter-terrorism financing’ on page 23:

Inside information

All investors
If you hold ‘inside information’ in relation to the Fund, you must not trade in units in the Fund, either through investing or withdrawing from the Fund. Inside information is information that is not generally available to the public and, if it were generally available, a reasonable person would expect the information to have a material effect on the value of the Fund or the price of units in the Fund.

AMP Capital staff only
It is important that you read each of the AMP Capital Personal Trading Policy and the AMP Capital Chinese Walls Policy, both of which can be obtained by contacting us. Current AMP staff members can also access these policies via the AMP Capital intranet. These policies provide information about your responsibilities in relation to the use of inside information.

Additionally, as AMP Capital is the responsible entity of the Fund, officers and employees of AMP Capital have duties which prohibit them from making use of information acquired through their position in order to gain an improper advantage for themselves or another person, or to cause detriment to other investors in the Fund.

Acknowledgment
When you apply for new or additional units, or request a withdrawal, you must submit a current Staff Investment Programme application or withdrawal form, each of which requires you to acknowledge that you are aware of the insider information requirements. AMP Capital staff are also required to acknowledge that they are aware of their responsibilities in relation to the use of information acquired through their position with AMP Capital.

15 June 2010: Recoverable expenses

In the AMP Capital Sustainable Share Fund PDS dated 15 February 2010, under the heading ‘Recoverable expenses’ in Table 1 of the ‘Fees and other costs’ section, the sentence ‘Paid to us monthly out of the Fund’s assets and reflected in the unit price’ is deleted and replaced with:

Paid to us out of the Fund’s assets once the expense is incurred and reflected in the unit price.

In the AMP Capital Sustainable Share Fund Information Memorandum dated 15 February 2010, under the heading ‘Recoverable expenses’ in Table 1 of the ‘Fees and costs’ section, the sentence ‘Paid to us monthly out of the Fund’s assets and reflected in the unit price’ is deleted and replaced with:

Paid to us out of the Fund’s assets once the expense is incurred and reflected in the unit price.

AMP Capital Total Return Fund

12 October 2009: Update on Fund investment advisers and leverage levels

As a result of a recent strategic review of its capability, AMP Capital advise that Dorset Management (Dorset) will no longer act as primary investment adviser for the AMP Capital Total Return Fund (the Fund). Internal changes at Dorset recently culminated in the departure of four key personnel from the Dorset business. AMP Capital has decided to retain the services of these four individuals to continue in their roles as investment advisers to the Fund. This decision has been made to ensure there is no disruption to the inputs into the investment process of the Fund. It will also ensure that the key individuals who have advised the Fund recently can continue in that capacity.

It is AMP Capital’s intention to consistently monitor and review our advisory arrangements to ensure that the best interests of unitholders are being served.

In addition to this change, we also advise that the Fund will be operating with leverage levels lower than those outlined in the Product Disclosure Statement and potentially as low as zero. The investment strategy states that we typically expect the Fund to be leveraged by 1.5 to 2.5 times. However, it also indicates that in deciding the appropriate amount of leverage we will take into account the levels of risk and degree of diversification adopted by the underlying fund managers. On this basis we have decided that it is in the best interests of investors in the Fund to lower the level of leverage in the current economic climate. Should the leverage within the Fund return to normal levels, we will update investors of the change.

29 April 2008: Change of unit price calculation used for withdrawals

AMP Capital Total Return Fund PDS

Under the 'Liquidity' section on page 18 of the AMP Capital Total Return Fund PDS dated 1 December 2007, immediately following the last sentence of paragraph three, insert the following:

From 29 April 2008, the unit price used to calculate your withdrawal value will generally be the price prevailing on the day we process your withdrawal (or part withdrawal) request, not the day you notify us of your intention to withdraw.

Staff Investment Programme PDS

Under 'Withdrawal prices and payment times' section on page 58 of the Staff Investment Programme PDS dated 10 March 2008, the first paragraph is deleted and replaced with the following:

Withdrawal prices and payment times

We normally determine the market value and net asset value of a fund at least each business day, using the market prices of the assets in which a fund is invested, other than for the AMP Capital Structured High Yield Fund, AMP Capital Core Infrastructure Fund, AMP Capital Total Return Fund and Future Directions Property (Feeder) Fund. For these funds, the unit price used to calculate your withdrawal value will generally be the price prevailing on the day we process your withdrawal (or part withdrawal) request, not the day you notify us of your intention to withdraw.

31 March 2008: Reinvestment of distributions

Reinvestment

The issue price for reinvested distributions is determined by the net asset value (adjusted by any distribution payable) and the number of units on issue in the unit class as at the last day of the distribution period. No buy spread is applied to reinvested distributions.

Future Directions Australian Bond Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's PDS and Information Memorandum, each dated 27 October 2010, as set out below.

On page 5 of each PDS and Information Memorandum, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

23 November 2011: The following information is updated in all offer documents for the Fund.

1. Investment approach

In the 'Our investment approach' section of each document, all content above the heading ‘Targeted manager selection’ is deleted and replaced with:

The Fund is designed to access fixed income securities and blend specialist investment managers with the aim of maximising returns and managing levels of risk.

In structuring the Fund, we take a four-stage investment approach – strategy formulation, targeted manager selection, portfolio construction and implementation, and ongoing portfolio and manager review.

Strategy formulation

We consider the risk and return parameters within which we intend the Fund to operate and formulate a specific strategy designed to support the Fund in achieving its investment objectives.

2. The Fund’s investments

In the ‘Fund profile’ section of each document, under the heading ‘The Fund’s investments’, all content is deleted and replaced with:

The Fund primarily invests in Australian fixed income securities and may also invest in international fixed income securities, in both developed and emerging markets. Exposure to international securities is through underlying managers and the level can change within pre-defined limits depending on market opportunities, as identified by those underlying managers. As at 31 October 2011, the Fund’s exposure to international securities was 10.6%. Current exposure can be obtained by contacting us.

Types of securities

government and government related securities
corporate and asset backed securities Securities backed by loans, leases or receivables against assets, and real estate and mortgage backed securities, and
hybrid securities Securities that combine different financial instruments, for example convertible bonds, which have the features of ordinary bonds, but are influenced by the price movements of the equity into which they can be converted.

The Fund is managed to reflect the risk and return characteristics of the Australian fixed income market as represented by the Fund’s benchmark.

3. Related party transactions

In the 'Additional information' section of each document, the following is inserted immediately before the heading ‘Complaints procedure’:

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the AMP Capital Conflicts of Interest Guidelines. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

Future Directions Australian Share Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's Information Memorandum dated 11 May 2010 and PDS dated 24 September 2010 as set out below.

On page 6 of each PDS and Information Memorandum, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

31 August 2011: Related party transactions

In all offer documents for the fund, in the 'Additional information' section of each document, the following is inserted immediately before the heading 'Complaints procedure’:

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the ‘AMP Capital Conflicts of Interest Guidelines’. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

Future Directions Australian Small Companies Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's PDS dated 16 November 2010 as set out below.

On page 6 of the PDS, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

17 November 2011: Related party transactions

On page 21 of the PDS dated 16 November 2010 the following is inserted immediately before the heading ‘Complaints procedure’:

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this PDS by the AMP Capital Conflicts of Interest Guidelines. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

Future Directions Balanced Fund

19 December 2011: Advisers appointed

An amendment is made to each Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

On page 17 of each PDS, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

5 December 2011: Benchmark indices

Amendments are made to the Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

In Table 3 on page 29:

1. For ‘Alternatives’, the typical benchmark index for hedge funds is deleted and replaced with:

Reserve Bank of Australia cash rate
UBS Bank Bill Index

2. For 'Australian fixed income', the typical benchmark index for inflation linked bonds is deleted and replaced with:

Custom benchmark based on the UBS Government Inflation Linked Bond Index, adjusted by other fixed income benchmarks/instruments.

3. For 'International fixed income', all information relating to the Inflation linked bonds asset sub-class is deleted.

Future Directions Conservative Fund

19 December 2011: Advisers appointed

An amendment is made to each Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

On page 17 of each PDS, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

5 December 2011: Benchmark indices

Amendments are made to the Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

In Table 3 on page 29:

1. For ‘Alternatives’, the typical benchmark index for hedge funds is deleted and replaced with:

Reserve Bank of Australia cash rate
UBS Bank Bill Index

2. For 'Australian fixed income', the typical benchmark index for inflation linked bonds is deleted and replaced with:

Custom benchmark based on the UBS Government Inflation Linked Bond Index, adjusted by other fixed income benchmarks/instruments.

3. For 'International fixed income', all information relating to the Inflation linked bonds asset sub-class is deleted.

Future Directions Core International Share Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's PDS and Information Memorandum, each dated 16 June 2010, as set out below.

In the ‘Fund profile’ section of each PDS and Information Memorandum, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

Future Directions Geared Australian Share Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's PDS and Information Memorandum, each dated 24 May 2011, as set out below.

In the ‘Fund profile’ section of each PDS and Information Memorandum, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

Future Directions Growth Fund

19 December 2011: Advisers appointed

An amendment is made to each Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

On page 17 of each PDS, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

5 December 2011: Benchmark indices

Amendments are made to the Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

In Table 3 on page 29:

1. For ‘Alternatives’, the typical benchmark index for hedge funds is deleted and replaced with:

Reserve Bank of Australia cash rate
UBS Bank Bill Index

2. For 'Australian fixed income', the typical benchmark index for inflation linked bonds is deleted and replaced with:

Custom benchmark based on the UBS Government Inflation Linked Bond Index, adjusted by other fixed income benchmarks/instruments.

3. For 'International fixed income', all information relating to the Inflation linked bonds asset sub-class is deleted.

Future Directions Hedged Core International Share Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's PDS and Information Memorandum, each dated 17 November 2011, as set out below.

In the ‘Fund profile’ section of each PDS and Information Memorandum, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

Future Directions High Growth Fund

19 December 2011: Advisers appointed

An amendment is made to each Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

On page 17 of each PDS, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

5 December 2011: Benchmark indices

Amendments are made to the Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

In Table 3 on page 29:

1. For ‘Alternatives’, the typical benchmark index for hedge funds is deleted and replaced with:

Reserve Bank of Australia cash rate
UBS Bank Bill Index

2. For 'Australian fixed income', the typical benchmark index for inflation linked bonds is deleted and replaced with:

Custom benchmark based on the UBS Government Inflation Linked Bond Index, adjusted by other fixed income benchmarks/instruments.

3. For 'International fixed income', all information relating to the Inflation linked bonds asset sub-class is deleted.

Future Directions International Bond Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's PDS dated 24 February 2011, and the Fund’s PDS and Information Memorandum, each dated 16 December 2010, as set out below.

In the ‘Fund profile’ section of each PDS and Information Memorandum, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

30 November 2011: The following information is updated in all offer documents for the Fund.

Related party transactions

In the 'Additional information' section of each document, the following information is inserted immediately after the last paragraph of information relating to ‘The Fund’s constitution’:

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this offer document by the AMP Capital Conflicts of Interest Guidelines. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

Future Directions Moderately Conservative Fund

19 December 2011: Advisers appointed

An amendment is made to each Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

On page 17 of each PDS, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

5 December 2011: Benchmark indices

Amendments are made to the Future Directions Diversified Funds PDS dated 6 June 2011 as set out below.

In Table 3 on page 29:

1. For ‘Alternatives’, the typical benchmark index for hedge funds is deleted and replaced with:

Reserve Bank of Australia cash rate
UBS Bank Bill Index

2. For 'Australian fixed income', the typical benchmark index for inflation linked bonds is deleted and replaced with:

Custom benchmark based on the UBS Government Inflation Linked Bond Index, adjusted by other fixed income benchmarks/instruments.

3. For 'International fixed income', all information relating to the Inflation linked bonds asset sub-class is deleted.

Future Directions Property Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's Information Memorandum dated 20 May 2011 and PDS dated 26 May 2011, as set out below.

In the ‘Fund profile’ section of each PDS and Information Memorandum, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

International Bond Fund

19 December 2011: Advisers appointed

An amendment is made to the Fund's PDS dated 16 December 2010, and the Fund’s Information Memorandum dated 16 December 2010, as set out below.

On page 5 of each PDS and Information Memorandum, all information under the heading 'Advisers appointed' is deleted and replaced with:

Advisers are appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

30 November 2011: The following information is updated in all offer documents for the Fund.

Related party transactions

In the 'Additional information' section of each document, the following information is inserted immediately after the last paragraph of information relating to ‘The Fund’s constitution’:

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this offer document by the AMP Capital Conflicts of Interest Guidelines. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

Listed Property Trusts Fund

6 September 2011: Change of name - performance benchmark

Index providers of the S&P/ASX 200 Property Trusts index have changed the name of the index to S&P/ASX 200 A-REIT. Consequently, in all offer documents for the fund, under the heading 'Performance benchmark' on page 3 of each document, the reference to S&P/ASX 200 Property Accumulation Index is deleted and replaced with S&P/ASX 200 A-REIT Accumulation Index.

Responsible Investment Leaders Australian Share Fund

19 December 2011: Advisers appointed

An amendment is made to each Responsible Investment Leaders Funds PDS and Information Memorandum, each dated 6 June 2011, as set out below.

On page 6 of each PDS and Information Memorandum, all information under the heading ‘Investment Committee' is deleted and replaced with:

The Investment Committee is responsible for investment decision-making and financial performance, and performs four key tasks:

Determining the long term investment strategies of the Funds
Identifying the manager universe
Manager selection
Strategic asset allocation.

The Investment Committee includes investment professionals from within AMP Capital and advisers appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

Responsible Investment Leaders Balanced Fund

19 December 2011: Advisers appointed

An amendment is made to each Responsible Investment Leaders Funds PDS and Information Memorandum, each dated 6 June 2011, as set out below.

On page 6 of each PDS and Information Memorandum, all information under the heading ‘Investment Committee' is deleted and replaced with:

The Investment Committee is responsible for investment decision-making and financial performance, and performs four key tasks:

Determining the long term investment strategies of the Funds
Identifying the manager universe
Manager selection
Strategic asset allocation.

The Investment Committee includes investment professionals from within AMP Capital and advisers appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

17 June 2011: Asset class benchmarks and ranges

Under the heading 'The Fund’s investments' on page 7 of each of the offer documents issued 6 June 2011, the table is deleted and replaced with:

Asset	Long term benchmark (as at the date of this PDS)	Long term benchmark (effective 1 July 2011)	Strategic range (as at the date of this PDS)	Strategic range (effective 1 July 2011)
Cash	3%	3%	0-8%	0-8%
Australian bonds	11.5%	11.5%	5-18%	5-18%
International bonds (hedged)	11.5%	11.5%	5-18%	5-18%
Australian listed property	5%	3%	0-10%	0-8%
Global listed property (hedged)	3%	3%	0-8%	0-8%
Direct property	5%	5%	0-10%	0-10%
Australian shares	36%	36%	31-41%	31-41%
International shares (unhedged)	20%	20%	15-25%	15-25%
International shares (hedged)	4%	6%	0-10%	0-11%
Alternatives	1%	1%	0-6%	0-6%

Responsible Investment Leaders Diversified Fixed Income Fund

19 December 2011: Advisers appointed

An amendment is made to the Responsible Investment Leaders Diversified Fixed Income Fund Information Memorandum dated 28 September 2009, as set out below.

On page 6 of the Information Memorandum, all information under the heading ‘Investment Committee' is deleted and replaced with:

The Investment Committee is responsible for investment decision-making and financial performance, and performs four key tasks:

Determining the long term investment strategies of the Funds
Identifying the manager universe
Manager selection
Strategic asset allocation.

The Investment Committee includes investment professionals from within AMP Capital and advisers appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

Responsible Investment Leaders International Share Fund

19 December 2011: Advisers appointed

An amendment is made to each Responsible Investment Leaders Funds PDS and Information Memorandum, each dated 6 June 2011, as set out below.

On page 6 of each PDS and Information Memorandum, all information under the heading ‘Investment Committee' is deleted and replaced with:

The Investment Committee is responsible for investment decision-making and financial performance, and performs four key tasks:

Determining the long term investment strategies of the Funds
Identifying the manager universe
Manager selection
Strategic asset allocation.

The Investment Committee includes investment professionals from within AMP Capital and advisers appointed by us to provide advice and research on investment manager selection, to advise on strategic asset allocation, and to provide monitoring services for the Fund. Except in limited circumstances, we pay the advisers for these services and they are not a cost to the Fund. We, or any of the appointed advisers, may terminate a current consulting arrangement, and aspects of an arrangement may change. If a material change occurs, we will lodge a PDS update notice online at www.ampcapital.com.au.

Wholesale Australian Bond Fund

13 October 2011: Related party transactions

In all offer documents for the Fund, in the 'Additional information' section of each document, the following is inserted immediately before the heading ‘Complaints procedure’:

Related party transactions

A related party transaction is a transaction involving parties that have a close relationship with us, for example, where a fund managed by us invests in other funds where we are the responsible entity, trustee or investment manager.

Where we enter into transactions with related parties, we operate in accordance with related party protocols and AMP Capital policies and procedures which require us to transact on terms that would be reasonable if the parties were dealing at arm’s length. These policies and procedures, including related party policies, are governed as at the date of this document by the ‘AMP Capital Conflicts of Interest Guidelines’. These guidelines provide that where related party transactions exist, we must ensure legislative requirements are met and investors’ interests are protected. The guidelines will be reviewed on a regular basis and may change from time to time.

Under the Fund’s constitution, AMP Capital may:

deal with itself, an associate, investor or any other person
be interested in and receive a benefit under any contract or transaction with itself, an associate, investor or any other person, or
act in the same or similar capacity in relation to any other fund.

The Fund’s constitution also provides that AMP Capital may pay amounts to related parties for services provided to AMP Capital in connection with the Fund and for expenses such as those related to arranging for repurchase transactions on behalf of AMP Capital, through the use of repurchase agreements or through other lending instruments. These payments are on arm’s length terms.

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Personal Investors

Advisers/Financial Planners

Institutional Investors

Product Disclosure Statement (PDS) updates and continuous disclosure

All funds

4 November 2011: About AMP Capital

26 July 2011: Financial Services Council

26 July 2011: Anti-money laundering - all offer documents

26 July 2011: Anti-money laundering - Platform PDSs only

18 May 2011: Buy and sell spreads

27 January 2011: Taxation of Financial Arrangements

30 July 2009: Communication by fax

AMP Capital Asian Equity Growth Fund

22 September 2011: Related party transactions

15 February 2011: Inside information

AMP Capital Balanced Growth Fund

30 September 2011: The following information is updated in all offer documents for the Fund.

1. Related party transactions

2. Investment objective

3. Gearing

4. Short selling

5. Gearing

8 August 2011: Asset class benchmarks and ranges

15 February 2011: Inside information

AMP Capital Conservative Fund

30 September 2011: The following information is updated in all offer documents for the Fund.

1. Related party transactions

2. Gearing

3. Short selling

4. Gearing

8 August 2011: Asset class benchmarks and ranges

AMP Capital Core Infrastructure Fund

02 May 2011: Processing withdrawal requests

15 February 2011: Inside information

AMP Capital Core Property Fund

30 September 2011: Performance benchmark update

AMP Capital Corporate Bond Fund

9 August 2011: The Fund's investments

AMP Capital Enhanced Yield Fund

16 February 2009

AMP Capital Equity Fund

20 January 2010: Alternative forms of remuneration

31 March 2008: Reinvestment of distributions

AMP Capital Global Infrastructure Securities Fund (Hedged)

31 August 2011: Related party transactions

15 February 2011: Inside information

AMP Capital Global Infrastructure Securities Fund (Unhedged)

31 August 2011: Related party transactions

AMP Capital Global Property Securities Fund

15 September 2011: Investment management

15 September 2011: Related party transactions

15 February 2011: Inside information

AMP Capital High Growth Fund

30 September 2011: The following information is updated in all offer documents for the Fund.

1. Related party transactions

2. Gearing

3. Short selling

4. Gearing

8 August 2011: Asset class benchmarks and ranges

AMP Capital Managed Treasury Fund

7 October 2011: Security ratings

AMP Capital Multi-Asset Fund

11 January 2012: Investment approach

5 December 2011: Benchmark indices

8 September 2011: Management costs

AMP Capital Structured High Yield Fund

16 February 2009

AMP Capital Sustainable Share Fund

31 August 2011: Related party transactions

15 February 2011: Inside information

15 June 2010: Recoverable expenses

AMP Capital Total Return Fund

12 October 2009: Update on Fund investment advisers and leverage levels

29 April 2008: Change of unit price calculation used for withdrawals

31 March 2008: Reinvestment of distributions

Future Directions Australian Bond Fund

19 December 2011: Advisers appointed

23 November 2011: The following information is updated in all offer documents for the Fund.

1. Investment approach