AMP LIMITED — Major Shareholding Notification 2009

Mar 5, 2009

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Date:

6-Mar-09

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 Australian Infrastructure Fund.

The enclosed ASIC Form 603 discloses all required details.

Yours faithfully,

Justin Christopher Head of Custody BNP Paribas Securities Services Phone: 02 9222 0029

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: Australian Infrastructure Fund ACN/ARSN: 063 935 553 / 089 889 761 1. Details of substantial holder Name: AMP Limited (ACN 079 354 519) and its related bodies corporate. The holder became a substantial holder on 05-Mar-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 19,300,005 19,300,005 5.02%

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: 7,610,641	7,610,641
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: 11,655,157	11,655,157
AMP Capital Investors Limited as Future Directions Extended Markets International Share	AMP Capital Investors Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Ordinary Units: 34,207	34,207
~~F~~ ~~d~~ Total: 19,300,005

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: 7,610,641	7,610,641
AMP Capital Investors Limited	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Ordinary Units: 7,326,755	7,326,755
	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Ordinary Units: 607,758	607,758
	Citicorp Nominees Pty Limited	Stichting Pensionfonds Hoogovens	Fully Paid Ordinary Units: 90,856	90,856
	Goldman Sachs	AMP Capital Investors Australian Equity Long Short Fund	Fully Paid Ordinary Units: 261,683	261,683
	JP Morgan Nominees Australia Limited	Stichting Pensionfonds ABP	Fully Paid Ordinary Units: 370,437	370,437
	JP Morgan Nominees Australia Limited	QLD Local Government Superannuation Board	Fully Paid Ordinary Units: 95,019	95,019
	JP Morgan Nominees Australia Limited	ARIA scheme	Fully Paid Ordinary Units: 886,656	886,656
	National Nominees Pty Limited	Government Employees Superannuation Board	Fully Paid Ordinary Units: 739,893	739,893
	National Nominees Pty Limited	Christian Superannuation Fund	Fully Paid Ordinary Units: 244,111	244,111

	National Nominees Pty Limited	Commonwealth Bank Officers Superannunation Corporation Pty Ltd as trustee for the Officers' Superannuation Fund	Fully Paid Ordinary Units: 496,876	496,876
	National Nominees Pty Limited	Government Employees Superannuation Board of WA - Sustainable Fund	Fully Paid Ordinary Units: 535,113	535,113
AMP Capital Investors Limited as Responsible Entity of the Future Directions Australian Share Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Ordinary Units: 34,207	34,207
	Total: 19,300,005

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 Life Limited	19-Nov-2008 to 5-Mar- 2009	$2,269,260.16	Fully Paid Ordinary Units 1,408,330
ARIA Scheme	11-Dec-2008 to 23-Dec- 2008	$104,562.98	Fully Paid Ordinary Units 64,007
Christian Superannuation Fund	18-Nov-2008 to 23-Dec- 2008	$47,406.36	Fully Paid Ordinary Units 29,615
Cogent Nominees PtyLimited	23-Dec-2008 to 5-Feb- 2009	$177,316.49	Fully Paid Ordinary Units 98,678
Cogent Nominees Pty Limited	23-Dec-08	$1,446,366.93	Fully Paid Ordinary Units 867,246
Commonwealth Bank Officers Superannunation Corporation Pty Ltd A/T for the Officers' Superannuation Fund.	19-Nov-2008 to 9-Jan- 2009	$266,755.72	Fully Paid Ordinary Units 161,817
Government Employees Superannuation Board	18-Nov-2008 to 4-Feb- 2009	$420,244.31	Fully Paid Ordinary Units 243,078
Queensland Local Government Superannuation Board	23-Dec-2008 to 13-Feb- 2009	$33,467.59	Fully Paid Ordinary Units 18,556
StichtingPensioenfolds - ABP	23-Dec-08	$28,317.92	Fully Paid Ordinary Units 16,463
Stichting Pensioenfolds Hoogovens	23-Dec-2008 to 31-Dec- 2008	$24,899.74	Fully Paid Ordinary Units 13,593

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 AMP Life Limited (ACN 079 Related bodies corporate of AMP Limited under Part 1.2 of the Corporations Law. 300 379) AMP Capital Investors Limited Related bodies corporate of AMP Limited under Part 1.2 of the Corporations Law. (ACN 001 777 591)

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
Citicorp Nominees Pty Limited	101 Collins Street, Melbourne VIC 3000
Cogent Nominees Pty Limited	Level 6, 60 Castlereagh Street, Sydney NSW 2000
Commonwealth Bank Officers Superannuation	9th Floor, 48 Martin Place, Sydney NSW 2000 Corporation
Goldman Sachs Asia LLC	68th Floor, 2 Queens Road, Central Hong Kong
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
QLD Local Government Superannuation Board	Of GPO Box 264, Brisbane QLD 4001
Stichting Pensioenfonds Hoogovens	PO Box 10,000, 1970 CA IJmuiden, The Netherlands
Stichting Pensioenfonds ABP	PO Box 10,000, 1970 CA IJmuiden, The Netherlands

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