Smart Bitcoin ETF - Fund Information / Factsheet 2024

Smart Exchange Traded Funds

Global Series

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Product Disclosure Statement

Offer of units in the Smart Exchange Traded Funds.

ISSUED BY SMARTSHARES LIMITED.

This document gives you important information about this investment to help you decide whether you want to invest. There is other useful information about this offer on discloseregister.companiesoffice.govt.nz. Smartshares Limited has prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial advice provider to help you to make an investment decision.

This is a replacement product disclosure statement. It replaces the Product Disclosure Statement - Global Series dated 30 September 2024.

10 October 2024

1. Key information summary

This Product Disclosure Statement - Global Series covers 20 of the funds in the Smart Exchange Traded Funds ( Scheme ).

The other 24 funds in the Scheme are covered by the Core Series and Australasia Series product disclosure statements, which are available at smartinvest.co.nz .

What is this?

This is a managed investment scheme. Your money will be pooled with other investors’ money and invested in various investments. Smartshares Limited ( Smart , we , our or us ) will invest your money and charge you a fee for our services. The returns you receive are dependent on the investment decisions of Smart (and of its investment managers) and the performance of the investments. The value of those investments may go up or down. The types of investments and the fees you will be charged are described in this product disclosure statement.

What will your money be invested in?

The Scheme has 44 exchange traded funds (each listed or to be listed on the NZX Main Board). This product disclosure statement covers 20 of those funds, each of which are summarised on pages 3 to 4. More information about the investment target and strategy for each of these funds is provided in section 3.

Who manages the Scheme?

Smart is the manager of the Scheme. See section 7 for more information.

What are the returns?

For some funds, you may choose to have distributions paid to you. See section 3 for whether a fund pays distributions and when (we may change when distributions are paid at any time following consultation with the supervisor).

How can you get your money out?

Units in the funds are quoted on the NZX Main Board, so you can sell your investment if there are interested buyers. The amount you get may be less than the amount that you invested.

The Smart Bitcoin ETF, Smart Gold ETF and Smart US Technology (NZD Hedged) ETF are not currently quoted. We intend to quote units for each fund on the NZX Main Board, on 24 October 2024.

Investments in the Scheme are generally not redeemable for cash. See section 2 for more information.

How will your investment be taxed?

Each fund is a listed portfolio investment entity ( PIE ).

As a listed PIE, each fund will pay tax on taxable income at the rate of 28%. See section 6 for more information.

Where can you find more key information?

We are required to publish quarterly updates for each fund. The updates show the returns, and the total fees actually charged to investors, during the previous year. The latest fund updates are available at smartinvest.co.nz . We will also give you copies of fund updates on request.

Important information for Australian investors is set out in section 11.

Smart Exchange Traded Funds: Global Series | Page 2

Funds summarised in this product disclosure statement

Each fund aims to provide a return to investors that matches the investment objective for the fund, before taking into account tax, fees and other expenses.

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Fund Description and investment Risk indicator Fund charges
objective (% per annum of the
fund’s net asset value)
US shares
Smart US Large Invests in US shares and is designed to track the Lower risk Higher risk 0.51%
Growth ETF return of the CRSP US Large Cap Growth Index. 1 2 3 4 5 6 7
(USG) Potentially lower return Potentially higher return
Smart US Large Invests in US shares and is designed to track the Lower risk Higher risk 0.51%
Value ETF (USV) return of the CRSP US Large Cap Value Index. 1 2 3 4 5 6 7
Potentially lower return Potentially higher return
Smart US Mid Invests in US shares and is designed to track the Lower risk Higher risk 0.51%
Cap ETF (USM) return of the CRSP US Mid Cap Index. 1 2 3 4 5 6 7
Potentially lower return Potentially higher return
Smart US Small Invests in US shares and is designed to track the Lower risk Higher risk 0.51%
Cap ETF (USS) return of the CRSP US Small Cap Index. 1 2 3 4 5 6 7
Potentially lower return Potentially higher return
Smart US ESG Invests in US shares and is designed to track the Lower risk Higher risk 0.34%
ETF (USA) return of the MSCI USA ESG Screened Index. 1 2 3 4 5 6 7
Potentially lower return Potentially higher return
Smart US Invests in US shares and is designed to track the Lower risk Higher risk 0.45%
Technology return of the S&P 500 Capped 35/20 Information 1 2 3 4 5 6 7
(NZD Hedged) Technology Index (100% NZD Hedged).
Potentially lower return Potentially higher return
ETF (UST)
International shares
Smart Global Invests in international shares and is designed to Lower risk Higher risk 0.54%
ESG ETF (ESG) track the return of the MSCI World Ex Australia 1 2 3 4 5 6 7
Custom ESG Leaders Net Total Return Index. Potentially lower return Potentially higher return
Smart Asia Invests in international shares and is designed Lower risk Higher risk 0.55%
Pacific ETF to track the return of the FTSE Developed Asia 1 2 3 4 5 6 7
(APA) Pacific All Cap Index. Potentially lower return Potentially higher return
Smart Japan Invests in Japanese shares and is designed Lower risk Higher risk 0.55%
ESG ETF (JPN) to track the return of the MSCI Japan ESG 1 2 3 4 5 6 7
Screened Index. Potentially lower return Potentially higher return
Smart Emerging Invests in international shares and is designed Lower risk Higher risk 0.59%
Markets ETF to track the return of the FTSE Emerging Markets 1 2 3 4 5 6 7
(EMF) All Cap China A Inclusion Index. Potentially lower return Potentially higher return
Smart Emerging Invests in international shares and is designed Lower risk Higher risk 0.59%
Markets ESG ETF to track the return of the MSCI EM IMI ESG 1 2 3 4 5 6 7
(EMG) Screened Index. Potentially lower return Potentially higher return
Smart Europe Invests in international shares and is designed to Lower risk Higher risk 0.55%
ETF (EUF) track the return of the FTSE Developed Europe 1 2 3 4 5 6 7
All Cap Index. Potentially lower return Potentially higher return
Smart Europe Invests in international shares and is designed Lower risk Higher risk 0.55%
ESG ETF (EUG) to track the return of the MSCI Europe ESG 1 2 3 4 5 6 7
Screened Index. Potentially lower return Potentially higher return
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Fund Description and investment Risk indicator Fund charges
objective (% per annum of the
fund’s net asset value)
Thematic shares
Smart Invests in international shares and is designed Lower risk Higher risk 0.75%
Automation and to track the return of the iSTOXX® FactSet 1 2 3 4 5 6 7
Robotics ETF Automation & Robotics Index. Potentially lower return Potentially higher return
(BOT)
Smart Bitcoin Seeks to reflect generally the performance of Lower risk Higher risk 0.55%
ETF (BTC) the price of bitcoin. 1 2 3 4 5 6 7
Potentially lower return Potentially higher return
Smart Gold ETF Seeks to reflect generally the performance of Lower risk Higher risk 0.55%
(GLD) the price of gold. 1 2 3 4 5 6 7
Potentially lower return Potentially higher return
Smart Global Invests in listed infrastructure securities in Lower risk Higher risk 0.60%
Infrastructure developed countries and is designed to 1 2 3 4 5 6 7
ETF (INF) track the return of the FTSE Developed Core
Potentially lower return Potentially higher return
Infrastructure 50/50 Net Tax Index (100% NZD
Hedged).
Smart Invests in international shares and is designed Lower risk Higher risk 0.75%
Healthcare to track the return of the iSTOXX® FactSet 1 2 3 4 5 6 7
Innovation ETF Breakthrough Healthcare Index. Potentially lower return Potentially higher return
(LIV)
Property
Smart Global Invests in global property securities and is Lower risk Higher risk 0.54%
Property ETF designed to track the return of the FTSE EPRA 1 2 3 4 5 6 7
(GPR) Nareit Developed ex Aus Rental Net Tax Index
Potentially lower return Potentially higher return
(100% NZD Hedged).
Bonds
Smart Global Invests in international bonds, with the objective Lower risk Higher risk 0.54%
Bond ETF (GBF) of outperforming the Bloomberg Global 1 2 3 4 5 6 7
Aggregate Total Return Index Hedged NZD by Potentially lower return Potentially higher return
1% per annum over rolling 3-year periods. The
investment manager is PIMCO Australia Pty Ltd.
See the Core Series and Australasia Series product disclosure statements for information about the 24 other funds in the Scheme, which are available at
smartinvest.co.nz .
The risk indicators are based on returns data for the 5 years to 30 September 2024. Some of these funds have not been in existence for 5 years, so a
combination of actual returns and market index returns have been used to complete the risk indicators. As a result, the risk indicators may provide a less
reliable indicator of the potential future volatility of these funds. The risk indicators for the Smart Global Infrastructure ETF and Smart Global Property ETF
use 3 years and 9 months of market index returns. The risk indicator for the Smart US Technology (NZD Hedged) ETF uses 5 years of market index returns.
The risk indicators for the Smart Bitcoin ETF and Smart Gold ETF use 5 years of index returns.
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The Smart Bitcoin ETF is subject to extreme price volatility. The actual risk associated with this fund may be substantially higher than indicated by the risk category of 7. For more information, please refer to section 4.

The Scheme has an establishment fee of $30. This one-off fee applies when you first invest in the Scheme. It does not apply to further investments in the Scheme (including when you invest in additional funds in the Scheme) or if you buy units in a fund through an NZX Participant (such as a broker) or financial advice provider (although the NZX Participant or financial advice provider may charge you a fee for its services).

See section 4 for an explanation of the risk indicator and for information about other risks that are not included in the risk indicator. To help you clarify your own attitude to risk, you can seek financial advice or work out your risk profile at sorted.org.nz/tools/investor-profiler .

Smart Exchange Traded Funds: Global Series | Page 4

Content

Content
Key information summary	2
How does this investment work?	6
Description of your investment options	8
What are the risks of investing?	12
What are the fees?	14
What taxes will you pay?	16
Who is involved?	16
How to complain	17
Where you can find more information	17
How to apply	18
Important information for Australian investors	18

2. How does this investment work?

The key benefits of the Scheme are:

Diversification: With one simple purchase you get an investment in a range of securities, such as listed companies or government bonds, spreading your risk more broadly.
Low fees: The funds keep costs down because for funds that track indices we do not need to make active investment decisions, which may require spending on research and analytical expertise.
Flexibility: Units trade like individual shares. From as little as $500 up front and $50 per month, a regular savings plan is a simple and affordable way to accumulate units. See ‘Making Investments’ on page 7 for more information on how to invest in the Scheme.
Convenience: The funds enable you to build a global portfolio in New Zealand dollars, without having to worry about the complexity of managing foreign currencies or overseas tax. Any distributions are paid in New Zealand dollars and automatically reinvested for you, unless you choose to receive them in cash.

The Scheme is a managed investment scheme under the Financial Markets Conduct Act 2013. To protect the interests of investors, the Scheme’s investments are held by an independent custodian, BNP Paribas Fund Services Australasia Pty Ltd, and our operations are supervised by an independent supervisor, Public Trust. The Scheme is governed by a master trust deed between the supervisor and us, and each fund is established as a separate trust.

Your money is pooled and invested with other investors’ money.

Every time you pay money into the Scheme you will receive units in the funds you invest in. The number of units that you hold in a fund represents your proportionate interest in that fund. All units in a fund have equal value.

Units only give a beneficial interest in fund assets and do not give you any right to any particular asset of a fund.

All funds have assets (the investments of the fund) and liabilities (the taxes, fees and costs payable by the fund). All liabilities incurred in respect of a fund will be met from the assets of that fund. If the investments in a fund are not sufficient to meet its liabilities, the investments in another fund cannot be used to meet those liabilities.

The Scheme may undertake securities lending (which generates additional revenue for the benefit of investors and us).

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Smart Exchange Traded Funds: Global Series | Page 6

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Making investments

To invest in the Scheme, you can buy units in the funds through an NZX Participant (such as a broker) or financial advice provider. Go to nzx.com/investing/find-a-participant for a list of NZX Participants.

You can also invest in the Scheme by applying at smartinvest.co.nz . The minimum initial contribution amount is $500. After that, you can make further investments through:

a cash application for further units (the minimum contribution amount is $250);
a regular savings plan (the minimum contribution amount is $50 per month); and/or
the reinvestment of distributions.

Contributions will be direct debited from your bank account on or about the 20[th] day of the month and units will be allocated to you on or about the 3[rd] business day of the following month. You will receive a statement setting out details of your updated investments (you can also view this information at smartinvest.co.nz ).

Institutional investors are permitted to make basket contributions (or in the case of the Smart Global Bond ETF, institutional investor contributions). For more information, please see the ‘Other Material Information’ document on the offer register at disclose-register. companiesoffice.govt.nz .

Withdrawing your investments

Units in the funds are quoted on the NZX Main Board, so you can sell your investment through an NZX Participant (such as a broker) or financial advice provider if there are interested buyers.

The Smart Bitcoin ETF, Smart Gold ETF and Smart US Technology (NZD Hedged) ETF are not currently quoted. We intend to quote units for each fund on the NZX Main Board, on 24 October 2024.

Investments in the Scheme are generally not redeemable for cash.

Institutional investors are permitted to make basket withdrawals (or in the case of the Smart Global Bond ETF, institutional investor withdrawals). For more information, please see the ‘Other Material Information’ document on the offer register at disclose-register. companiesoffice.govt.nz .

How to switch between funds

You can invest in more than one fund at a time. However, you cannot switch from one fund to another fund. If you want to switch funds, you must first sell your existing investment in a fund and then buy an investment in another fund.

Smart Exchange Traded Funds: Global Series | Page 7

3. Description of your investment options

Each fund aims to provide a return to investors that matches the investment objective for the fund, before taking into account tax, fees and other expenses.

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Description, investment objective Risk indicator Minimum suggested Distributions
and target investment mix investment timeframe
US shares
Smart US Large Growth ETF (USG) Lower risk Higher risk 5 - 10 years June and
1 2 3 4 5 6 7 December
Invests in US shares and is designed to
track the return of the CRSP US Large Potentially lower return Potentially higher return
Cap Growth Index.
100% International equities
Smart US Large Value ETF (USV) Lower risk Higher risk 5 - 10 years June and
1 2 3 4 5 6 7 December
Invests in US shares and is designed to
track the return of the CRSP US Large Potentially lower return Potentially higher return
Cap Value Index.
100% International equities
Smart US Mid Cap ETF (USM) Lower risk Higher risk 5 - 10 years June and
1 2 3 4 5 6 7 December
Invests in US shares and is designed to
track the return of the CRSP US Mid Cap Potentially lower return Potentially higher return
Index.
100% International equities
Smart US Small Cap ETF (USS) Lower risk Higher risk 5 - 10 years June and
1 2 3 4 5 6 7 December
Invests in US shares and is designed to
track the return of the CRSP US Small Potentially lower return Potentially higher return
Cap Index.
100% International equities
Smart US ESG ETF (USA) Lower risk Higher risk 5 - 10 years None
1 2 3 4 5 6 7
Invests in US shares and is designed to
track the return of the MSCI USA ESG Potentially lower return Potentially higher return
Screened Index.
100% International equities
Smart US Technology (NZD Hedged) Lower risk Higher risk 10+ years None
ETF (UST) 1 2 3 4 5 6 7
Invests in US shares and is designed to Potentially lower return Potentially higher return
track the return of the S&P 500 Capped
35/20 Information Technology Index
(100% NZD Hedged).
100% International equities
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Description, investment objective Risk indicator Minimum suggested Distributions
and target investment mix investment timeframe
International shares
Smart Global ESG ETF (ESG) Lower risk Higher risk 5 - 10 years None
1 2 3 4 5 6 7
Invests in international shares and is
designed to track the return of the MSCI Potentially lower return Potentially higher return
World Ex Australia Custom ESG Leaders
Net Total Return Index.
100% International equities
Smart Asia Pacific ETF (APA) Lower risk Higher risk 5 - 10 years June and
Invests in international shares and is 1 2 3 4 5 6 7 December
designed to track the return of the FTSE Potentially lower return Potentially higher return
Developed Asia Pacific All Cap Index.
100% International equities
Smart Japan ESG ETF (JPN) Lower risk Higher risk 5 - 10 years None
1 2 3 4 5 6 7
Invests in Japanese shares and is
designed to track the return of the MSCI Potentially lower return Potentially higher return
Japan ESG Screened Index.
100% International equities
Smart Emerging Markets ETF (EMF) Lower risk Higher risk 7 - 12 years June and
1 2 3 4 5 6 7 December
Invests in international shares and is
designed to track the return of the Potentially lower return Potentially higher return
FTSE Emerging Markets All Cap China A
Inclusion Index.
100% International equities
Smart Emerging Markets ESG ETF (EMG) Lower risk Higher risk 7 - 12 years None
1 2 3 4 5 6 7
Invests in international shares and is
designed to track the return of the MSCI Potentially lower return Potentially higher return
EM IMI ESG Screened Index.
100% International equities
Smart Europe ETF (EUF) Lower risk Higher risk 5 - 10 years June and
1 2 3 4 5 6 7 December
Invests in international shares and is
designed to track the return of the FTSE Potentially lower return Potentially higher return
Developed Europe All Cap Index.
100% International equities
Smart Europe ESG ETF (EUG) Lower risk Higher risk 5 - 10 years None
1 2 3 4 5 6 7
Invests in international shares and is
designed to track the return of the MSCI Potentially lower return Potentially higher return
Europe ESG Screened Index.
100% International equities
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Description, investment objective Risk indicator Minimum suggested Distributions
and target investment mix investment timeframe
Thematic shares
Smart Automation and Robotics ETF (BOT) Lower risk Higher risk 7 - 12 years None
1 2 3 4 5 6 7
Invests in international shares and is
designed to track the return of the iSTOXX® Potentially lower return Potentially higher return
FactSet Automation & Robotics Index.
100% International equities
Smart Bitcoin ETF (BTC) Lower risk Higher risk 10+ years None
Invests in the iShares Bitcoin Trust 1 2 3 4 5 6 7
ETF and seeks to reflect generally the Potentially lower return Potentially higher return
performance of the price of bitcoin.
Bitcoin is a highly speculative and
volatile investment and may not be
appropriate for all investors. This ETF
is only intended for investors who
understand the significant risks involved
in investing in a product with bitcoin
exposure.
100% Other
Smart Gold ETF (GLD) Lower risk Higher risk 5 - 10 years None
Invests in the iShares Gold Trust 1 2 3 4 5 6 7
and seeks to reflect generally the Potentially lower return Potentially higher return
performance of the price of gold.
100% Commodities
Smart Global Infrastructure ETF (INF) Lower risk Higher risk 5 - 10 years June and
December
Invests in listed infrastructure securities 1 2 3 4 5 6 7
in developed countries and is designed Potentially lower return Potentially higher return
to track the return of the FTSE Developed
Core Infrastructure 50/50 Net Tax Index
(100% NZD Hedged).
100% Other
Smart Healthcare Innovation ETF (LIV) Lower risk Higher risk 7 - 12 years None
1 2 3 4 5 6 7
Invests in international shares and
is designed to track the return of Potentially lower return Potentially higher return
the iSTOXX® FactSet Breakthrough
Healthcare Index.
100% International equities
Property
Smart Global Property ETF (GPR) Lower risk Higher risk 5 - 10 years June and
December
Invests in Global Property securities 1 2 3 4 5 6 7
and is designed to track the return of Potentially lower return Potentially higher return
the FTSE EPRA Nareit Developed ex Aus
Rental Net Tax Index
(100% NZD Hedged).
100% Listed property
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Description, investment objective Risk indicator Minimum suggested Distributions
and target investment mix investment timeframe
Bonds
Smart Global Bond ETF (GBF) Lower risk Higher risk 2 - 4 years March, June,
1 2 3 4 5 6 7 September and
Invests in international bonds, with
the objective of outperforming the Potentially lower return Potentially higher return December
Bloomberg Global Aggregate Total
Return Index Hedged NZD by 1% per
annum over rolling 3-year periods. The
investment manager is PIMCO Australia
Pty Ltd.
100% International fixed interest
See the Core Series and Australasia Series product disclosure statements for information about the 24 other funds in the Scheme, which are available at
smartinvest.co.nz .
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*The risk indicators are based on returns data for the 5 years to 30 September 2024. Some of these funds have not been in existence for 5 years, so a combination of actual returns and market index returns have been used to complete the risk indicators. As a result, the risk indicators may provide a less reliable indicator of the potential future volatility of these funds. The risk indicators for the Smart Global Infrastructure ETF and Smart Global Property ETF use 3 years and 9 months of market index returns. The risk indicator for the Smart US Technology (NZD Hedged) ETF uses 5 years of market index returns. The risk indicators for the Smart Bitcoin ETF and Smart Gold ETF use 5 years of index returns.

See the ‘Other Material Information’ document on the offer register at disclose-register. companiesoffice.govt.nz for more information about the indices referred to on pages 8 to 11.

The Statement of Investment Policy and Objectives ( SIPO ) for the Scheme sets out the investment policies and objectives for the Scheme. We may change the SIPO at any time following consultation with the supervisor.

We will give you at least 30 days’ notice of any change that is expected to have a material effect on you.

The SIPO is available at smartinvest.co.nz . Material changes to the SIPO will be described in the Scheme’s annual report.

Further information about the assets in each fund can be found in the fund updates at smartinvest.co.nz .

Smart Exchange Traded Funds: Global Series | Page 11

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4. What are the risks of investing?

Understanding the risk indicator

Managed funds in New Zealand must have a standard risk indicator. The risk indicator is designed to help investors understand the uncertainties both for loss and growth that may affect their investment. You can compare funds using the risk indicator.

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See section 3 for the risk indicators which have been calculated for each of the funds.

The risk indicator is rated from 1 (low) to 7 (high). The rating reflects how much the value of the fund’s assets goes up and down (volatility). A higher risk generally means higher potential returns over time, but more ups and downs along the way.

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

Note that even the lowest category does not mean a risk-free investment, and there are other risks (described under the heading ‘Other specific risks’) that are not captured by this rating.

General investment risks

Some of the things that may cause a fund’s value to move up and down, which affect the risk indicator, are:

Market risk: The risk that a market or a sector of a market that a fund invests in declines.
Individual financial product risk: The risk that changes in the financial condition or credit rating of an issuer of a financial product causes the value of a financial product held by a fund to decline.
Liquidity risk: The risk that an investment is difficult to buy or sell and a fund suffers a loss as a result.
Currency risk: The risk that changes in exchange rates cause the value of an international investment to reduce.
Credit risk: The risk that issuers of fixed interest or cash investments do not pay interest and/or capital repayments when these are due.
Interest rate risk: The risk that interest rates rise and the value of investments (in particular, fixed interest and cash investments) may reduce.

This risk indicator is not a guarantee of a fund’s future performance. The risk indicator is based on the returns data for 5 years to 30 September 2024. While risk indicators are usually relatively stable, they do shift from time to time. You can see the most recent risk indicator in the latest fund update for each of the funds.

Smart Exchange Traded Funds: Global Series | Page 12

Other specific risks

There are other risks that may affect returns for investors, which are not reflected in the risk indicator.

These risks include:

Fund tracking risk: The funds covered by this product disclosure statement (other than the Smart Global Bond ETF, Smart Bitcoin ETF and Smart Gold ETF) are designed to track specific indices. There is a risk that a fund that is designed to track the return of an index achieves a lower return than the index itself. Tracking difference may occur when the weighting of each of the financial products in an index changes, and the fund that tracks the index is not able to exactly match that change.
Securities lending risk: Many of the funds covered by this product disclosure statement have the ability to implement securities lending. Please refer to the SIPO for information on each fund. There is a risk that a borrower of securities may become insolvent or otherwise unable to meet its obligations to return the borrowed securities to the Scheme.
Bitcoin risk: The value of the Smart Bitcoin ETF is subject to the value of the underlying bitcoin. Bitcoin is a cryptocurrency and there are significant risks which could result in it losing all or substantially all of its value. These risks include:
Cyber security - cyber-attacks, breaches or errors could result in corruption of the blockchain or disruption to the Bitcoin network. Bitcoin is a digital bearer instrument and is exposed to potential loss, theft or compromise of its associated private keys.
Market adoption - The value of bitcoin is closely tied to market sentiment and demand may reduce if it does not achieve the expected level of market adoption. The creation and acceptance of other digital assets could also adversely impact the value of bitcoin.

See the ‘Other Material Information’ document on the offer register at disclose-register. companiesoffice.govt.nz for further information about the risks of investing in the Scheme.

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Smart Exchange Traded Funds: Global Series | Page 13

5. What are the fees?

You will be charged fees for investing in the Scheme. Fees are deducted from your investment and will reduce your returns. If we invest in other funds, those funds may also charge fees (these fees are included in the fund charges below). The fees you pay will be charged in two ways:

regular charges (for example, fund charges). Small differences in these fees can have a big impact on your investment over the long term; and
one-off fees (for example, establishment fees).

These are as follows:

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Fund Fund charges Individual action fees
(% per annum of the fund’s net asset value)
US shares Establishment fee: $30
This one-off fee applies when you
Smart US Large Growth ETF (USG) 0.51%
first invest in the Scheme. It does not
apply to further investments in the
Smart US Large Value ETF (USV) 0.51%
Scheme (including when you invest
Smart US Mid Cap ETF (USM) 0.51% in additional funds in the Scheme)
or if you buy units in a fund through
Smart US Small Cap ETF (USS) 0.51% an NZX Participant (such as a
broker) or financial advice provider
Smart US ESG ETF (USA) 0.34% (although the NZX Participant or
financial advice provider may
Smart US Technology (NZD Hedged) ETF (UST) 0.45% charge you a fee for its services).
International shares
Smart Global ESG ETF (ESG) 0.54%
Smart Asia Pacific ETF (APA) 0.55%
Smart Japan ESG ETF (JPN) 0.55%
Smart Emerging Markets ETF (EMF) 0.59%
Smart Emerging Markets ESG ETF (EMG) 0.59%
Smart Europe ETF (EUF) 0.55%
Smart Europe ESG ETF (EUG) 0.55%
Thematic shares
Smart Automation and Robotics ETF (BOT) 0.75%
Smart Bitcoin ETF (BTC) 0.55%
Smart Gold ETF (GLD) 0.55%
Smart Global Infrastructure ETF (INF) 0.60%
Smart Healthcare Innovation ETF (LIV) 0.75%
Property
Smart Global Property ETF (GPR) 0.54%
Bonds
Smart Global Bond ETF (GBF) 0.54%
See the Core Series and Australasia Series product disclosure statements for information about the 24 other funds in the Scheme, which are available at
smartinvest.co.nz .
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The fund charges set out on page 14 are deducted from, and reflected in the value of, the fund. The fund charges cover our manager’s fee and other management and administration charges (supervisor, audit and legal costs).

The establishment fee is deducted from the initial contribution amount. We do not charge any other fees on an individual basis for investor-specific decisions or actions.

We may, in exceptional circumstances (for example, a meeting of fund investors is called), deduct costs that relate to the Scheme that arise outside the ordinary course of business from a fund (such occasions are likely to be very rare).

We retain any interest earned on: (a) the cash temporarily held by the funds between the date the cash is received by the funds and the date it is distributed; and (b) contributions between the date contributions are received by us and the date they are used to issue investors with units in the funds.

Example of how fees apply to an investor

Tara invests $10,000 in the Smart Global Infrastructure ETF. She is charged an establishment fee of $30 (this fee does not apply if Tara buys units in the fund through an NZX Participant or financial advice provider).

This brings the starting value of her investment to $9,970.

She is also charged fund charges, which work out to about $59.82 (0.60% of $9,970). These fees might be more or less if her account balance has increased or decreased over the year.

Estimated total fees for the first year

Individual action fees: $30

Fund charges: $59.82

See the latest fund update for the Smart Global Infrastructure ETF for an example of the actual returns and fees investors were charged over the past year.

This example applies only to the Smart Global Infrastructure ETF. If you are considering investing in other funds in the Scheme, this example may not be representative of the actual fees you may be charged.

The fees can be changed

We can agree to reduce fees for some groups of investors.

We may change the fees payable by an investor at any time. Where we materially increase a fee, we will give you at least three months’ notice of the change.

We must publish a fund update for each fund showing the fees actually charged during the most recent year. Fund updates, including past updates, are available at smartinvest.co.nz .

The revenue earned from securities lending is shared equally, with 50% being paid to the fund the financial products were lent from, and 50% being paid to us (for administering the lending programme).

The fees set out on page 14 include GST where applicable.

Smart Exchange Traded Funds: Global Series | Page 15

6. What taxes will you pay?

Each fund is a listed PIE. The amount of tax that each fund pays is calculated at the rate of 28%. However, for New Zealand tax purposes, certain tax concessions apply to distributions made by listed PIEs. For New Zealand tax residents, these concessions mean that if you are currently paying tax at a rate less than 28%, the excess tax paid

by a fund may be able to be used to reduce the tax payable on the other income that you derive at the end of each income year. You can do this by including the fully imputed portion of any distributions (including any bonus issues) from the fund in your tax return.

7. Who is involved?

About the manager

Smartshares Limited ( Smart ) is a fund manager. It is a wholly owned subsidiary of NZX Limited.

Our contact details are:	Our Australian address for service is:
Smartshares Limited	DLA Piper Australia
PO Box 105262	Level 22, No.1 Martin Place
Auckland 1143	Sydney, NSW 2000
Phone: 0800 808 780	Australia
Email: [email protected]

Who else is involved?

==> picture [511 x 225] intentionally omitted <==

----- Start of picture text -----

Name Role
Supervisor Public Trust Supervises how we manage the Scheme for the
benefit of you and other investors.
Custodian BNP Paribas Fund Services Holds the assets of the Scheme on behalf of you
Australasia Pty Ltd and other investors entirely separate from both
its assets and other schemes’ assets.
Investment manager PIMCO Australia Pty Ltd Provides investment management services for
the Smart Global Bond ETF.
Administration BNP Paribas Fund Services Provides asset valuation, unit pricing and fund
manager Australasia Pty Ltd accounting services.
Registrar Link Market Services Provides registry services.
Limited (trading as MUFG
Corporate Markets)
----- End of picture text -----

Smart Exchange Traded Funds: Global Series | Page 16

8. How to complain

Manager

Complaints about your investment or the Scheme can be made to us at:

Complaints Smartshares Limited PO Box 105262 Auckland 1143 Phone: 0800 808 780 Email: [email protected]

Supervisor

If you make a complaint to us, and the complaint cannot be resolved, you may refer it to the supervisor at:

Complaints Public Trust Private Bag 5902 Wellington 6140

Phone: 0800 371 471 Email: [email protected]

Independent dispute resolution scheme

If you make a complaint to us (or the supervisor), and the complaint cannot be resolved, you may refer it to Financial Services Complaints Ltd ( FSCL ) - A Financial Ombudsman Service. FSCL is our independent external ombudsman and dispute resolution service.

Financial Services Complaints Limited PO Box 5967 Wellington 6140

Phone: 0800 347 257 Email: [email protected]

FSCL will not charge you a fee to investigate or resolve a complaint.

If you are an Australian resident, instead of complaining to FSCL, you may refer it to the Australian Financial Complaints Authority Limited at:

Australian Financial Complaints Authority Limited GPO Box 3 Melbourne, VIC 3001 Australia Phone: 1800 931 678 (free call) Email: [email protected] Online: www.afca.org.au

9. Where you can find more information

Further information relating to the Scheme and funds, including financial statements, annual reports, fund updates and the SIPO, is available on the offer register and the scheme register at disclose-register.companiesoffice.govt.nz . A copy of the information on the offer register or scheme register is available on request to the Registrar of Financial Service Providers.

obtain details of your investment at smartinvest. co.nz or by contacting us. This information is available free of charge. See section 7 for our contact details.

You can obtain general information about the Scheme and funds at smartinvest.co.nz .

The information set out above is available at smartinvest.co.nz or by contacting us. You can

Smart Exchange Traded Funds: Global Series | Page 17

10. How to apply

To invest in the Scheme, you can buy units in the funds through an NZX Participant (such as a broker). Go to nzx.com/investing/find-aparticipant for a list of NZX Participants.

You can also invest in the Scheme by applying at smartinvest.co.nz .

You can also ask your financial adviser about the funds, as many financial advisers have arrangements for investing in the funds through us or buying units in the funds through an NZX Participant.

11. Important information for Australian investors

This offer to Australian investors is a recognised offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand.

This offer and the content of the offer document are principally governed by New Zealand, rather than Australian, law. In the main, the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand set out how the offer must be made.

There are differences in how securities and financial products are regulated under New Zealand, as opposed to Australian, law. For example, the disclosure of fees for managed investment schemes is different under New Zealand law.

The rights, remedies and compensation arrangements available to Australian investors in New Zealand securities and financial products may differ from the rights, remedies and compensation arrangements for Australian securities and financial products.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Australian Securities and Investments Commission (ASIC). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of New Zealand securities and financial products is not the same as that for Australian securities and products.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The offer may involve a currency exchange risk. The currency for the security or financial product is in dollars that are not Australian dollars. The value of the security or financial product will go up and down according to changes in the exchange rate between those dollars and Australian dollars. These changes may be significant.

If you receive any payments in relation to the security or financial product that are not in Australian dollars, you may incur significant fees in having the funds credited to a bank account in Australia in Australian dollars.

If the security or financial product is able to be traded on a financial market and you wish to trade the security or financial product through that market, you will have to make arrangements for a participant in that market to sell the security or financial product on your behalf. If the financial market is a foreign market that is not licensed in Australia (such as a securities market operated by NZX Limited) the way in which the market operates, the regulation of participants in that market and the information available to you about the security or financial product and trading may differ from Australian licensed markets.

Smart Exchange Traded Funds: Global Series | Page 18