AMP LIMITED — Major Shareholding Notification 2009

Sep 8, 2009

==> picture [152 x 52] intentionally omitted <==

Date: 9th September 2009

The Manager Listings Department Australian Stock Exchange Limited

No. of Pages (incl.): 3

NOTICE OF INITIAL SUBSTANTIAL HOLDER

Dear Sir/Madam,

Pursuant to Section 671B of the Corporations Law, AMP Limited discloses a substantial holding in Macquarie Countryside Trust.

The enclosed ASIC Form 603 discloses all required details.

Yours faithfully,

Glen Moran Head of Corporate Actions BNP Paribas Securities Services Phone: 02 9222 0091

BNP PARIBAS FUND SERVICES AUSTRALASIA PTY LTD Level 6 60 Castlereagh Street Sydney NSW 2000 Australia PO BOX R209 Royal Exchange NSW 1225 Australia Tel: +61 2 9222 0000 - Fax: +61 2 9222 0255

ABN 71 002 655 674

Form 603 Corporations Law Section 671B Notice of Initial Substantial Holder

To: Macquarie Countryside Trust ACN/ARSN: 093 143 965

1. Details of substantial holder

Name: AMP Limited (ACN 079 354 519) and its related bodies corporate. The holder became a substantial holder on 7th September 2009

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of Securities	Persons’ votes		Voting power
Fully Paid Ordinary Units	79,266,447		79,266,447		5.32%

3. Details of relevant interests

The nature of relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interests	Class and number of securities	Person's votes affected
AMP Life Limited ("AMP Life")	AMP Life is entitled to be the registered holder of the class and number of securities listed beside its name. AMP Life is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Ordinary Units: 35,315,716	35,315,716
AMP Capital Investors Limited ('AMP Capital')	AMP Capital, in its capacity as the investment manager for the persons or trusts listed besides its name in Paragraph 4, has the power to control voting and/or the disposal of securities. AMP Capital is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Ordinary Units: 40,428,367	40,428,367
Total: 79,266,447

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities	Person’s votes affected
AMP Life Limited	AMP Life Limited	AMP Life Limited	Fully Paid Ordinary Units: 35,315,716	35,315,716
AMP Capital Investors Limited	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Ordinary Units: 15,218,509	15,218,509
	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Ordinary Units: 13,248,281	13,248,281
	National Nominees Pty Limited	Nikko AMP Global REIT Fund	Fully Paid Ordinary Units: 8,224,125	8,224,125
	The Northern Trust Company	DBS Global Property Sector Fund	Fully Paid Ordinary Units: 221,826	221,826
	The Northern Trust Company	AMPCI KGR Reit USD Fund	Fully Paid Ordinary Units: 6,103	6,103
	The Northern Trust Company	UNWRA - GLPS Equities	Fully Paid Ordinary Units: 233,382	233,382
	JP Morgan Nominees AustraliaLimited	ARIA scheme	Fully Paid Ordinary Units: 53,830	53,830
	JP Morgan Nominees AustraliaLimited	DKA AMP Global REIT Mother Fund Christian Superannuation Fund	Fully Paid Ordinary Units: 673,937	673,937
	National Nominees Pty Limited		Fully Paid Ordinary Units: 12,241	12,241

	National Nominees Pty Limited	Commonwealth Bank Officers Superannunation Corporation Pty Ltd as trustee for the Officers' Superannuation Fund	Fully Paid Ordinary Units: 1,104,857	1,104,857
	National Nominees Pty Limited	Government Employees Superannuation Board of WA -SustainableFund	Fully Paid Ordinary Units: 29,067	29,067
	National Nominees Pty Limited	Telstra Listed Property Trust	Fully Paid Ordinary Units: 1,402,209	1,402,209
AMP Capital Investors Limited as Responsible Entity of the EFM Listed Property Fund 1	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Ordinary Units: 3,359,978	3,359,978
AMP Capital Investors Limited as Future Directions AustralianShareFund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Ordinary Units: 162,386	162,386
	Total: 79,266,447

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration	Class and number of securities
AMP Capitial Investors Limited	7-May-2009 to 3-Sep-2009	$10,905,495.22	Fully Paid Ordinary Units 19,512,640
AMP Life Limited	14-May-2009 to 7-Sep- 2009	$9,723,589.62	Fully Paid Ordinary Units 17,732,738
ARIA Scheme	24-Jun-09	$27,286.50	Fully Paid Ordinary Units 53,830
Christian Superannuation Fund	24-Jun-09	$6,205.14	Fully Paid Ordinary Units 12,241
Cogent Nominees Pty Limited	29-May-2009 to 24-Jun- 2009	$376,527.89	Fully Paid Ordinary Units 804,269
Commonwealth Bank Officers Superannunation Corporation Pty Ltd A/T for the Officers' Superannuation Fund.	24-Jun-09	$42,000.00	Fully Paid Ordinary Units 82,857
Government Employees Superannuation Board	24-Jun-09	$14,733.90	Fully Paid Ordinary Units 29,067

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN (if applicable) Nature of association

_Name and ACN(if applicable) _	Nature of association
AMP Life Limited (ACN 079 300 379)	Related bodies corporate of AMP Limited under Part 1.2 of the Corporations Law.
AMP Capital Investors Limited (ACN001 777591)	Related bodies corporate of AMP Limited under Part 1.2 of the Corporations Law.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
AMP Life Limited	Level 24, 33 Alfred Street, Sydney NSW 2000
AMP Capital Investors Limited	Level 22, 33 Alfred Street, Sydney NSW 2000
Cogent Nominees Pty Limited	Level 6, 60 Castlereagh Street, Sydney NSW 2000
Commonwealth Bank Officers Superannuation Corporation	9th Floor, 48 Martin Place, Sydney NSW 2000
DBS Global Property Sector Fund	8 Cross Street, # 27-01 PWC Building, Singapore 048424
Government Employee Superannuation Board	PO Box J755, Perth WA 6842
JP Morgan Nominees Australia Limited	259 George Street, Sydney NSW 2000
National Nominees Pty Limited	271 Collins Street, Melbourne VIC 3000
Nikko AMP Global REIT Fund	1-1-3 Yurakucho Chiyoda-ku, Tokyo 100-0006 Japan
Telstra Listed Property Trust	Level 3, 215 Spring Street, Melbourne 3000
The Northern Trust Company	80 Raffles Place, #46-00 UOB Plaza 1 Singapore 048625

This Initial Substantial Holder Notice (ASIC Form 603) comprises 2 page/s in total.