Secondary Disclosure Statement

Steve Tutbury - Authorised Financial Adviser

Name: SJ & CA Tutbury Ltd

Registration number:FSP 83721

Physical address: 308 Albert Street, Hastings

Postal address: P O Box 14145, Hastings 4159

Trading name: Bay Financial Centre

Telephone number: 06 8787350

Fax number: 06 6501857

Email address:

This disclosure statement is current as at 1 February 2012

Introduction

This document complies with the disclosure requirements under the Securities Markets Act 1988 (Act) and the Securities Markets (Investment Advisers and Brokers) Regulations 2007and the Code of Professional Conduct for Authorised Financial Advisersand sets out the disclosure required to be made in accordance with the Act and the Code.

It is important that youread this document

This information will help you to choose a financial adviser that best suits your needs. It will also provide some useful information about the financial adviser that you choose.

In addition to the information that I may disclose to you in this statement, I may also disclose other information to you in a separate disclosure statement (or statements), including information about the types of services that I provide, the fees that I charge, and any actual or potential conflicts of interest. If I have not provided that information to you at the same time as I give you this statement, I will provide it to you as soon as I can.

What sort of adviser am I?

I am an Authorised Financial Adviser. This means I have been authorised by the Financial Markets Authority [the government agency that monitors financial advisers] to provide the financial adviser services described below.

Details of my company

In 1994 I founded SJ & CA Tutbury Ltd. I am the joint managing director and shareholder along with my wife.

My experience and qualifications

I have been providing investment advice in various forms since 1995 when I became a full time investment adviser under my own company.

I have the following relevant qualifications:

Diploma in Business Studies endorsed Personal Financial Planning obtained in 1997

As an AFA I am required to undertake the mandatory number of continuing professional development (CPD) hours required by the Code.

This is done by

  1. Meeting the mandatory number of continuing professional development hours as per the continuing professional guidelines issued by the institute of Financial Advisers.
  2. Attending industry conferences.
  3. Reading widely
  4. Purchasing comprehensive investment and insurance research from a number of sources.

How can I help you?

I have been authorised to provide you with financial adviser services in the following categories:

  • Financial advice
  • Investment planning services
  • Discretionary investment management services.

When I do this, I will be able togive you advice aboutfinancial products provided by a broad range of organisations.

Services and products I provide

As part of providing you with financial adviser services, I provideadvice andservices in the following subject matters:

  • Cash management and budgeting
  • Retirement planning
  • Investment planning
  • Risk management (insurance)
  • Property investments
  • General advice on asset planning and asset protection
  • General advice on taxation relating to investments and insurance
  • Mortgages and property borrowing.
  • General advice on tax management

Products on which advice is given

I provide financial adviser services in relation to the following types of products:

Risk products / Savings and investment products
  • Life cover
  • Accidental death cover
  • Disability income protection
  • Trauma
  • Living insurance
  • Business overheads cover
  • Mortgage protection insurance
  • Key person protection insurance
  • Medical insurance
  • Major medical cover
/
  • Direct shares, direct bonds (listed and unlisted)
  • Managed funds including unit trusts, KiwiSaver, superannuation, Group Investment Funds, and Qualifying Recognised Overseas Pension Schemes (QROPS)
  • Combined risk and savings
  • Tax paid investment bonds
  • Bank deposits and bonus bonds
  • Government stocks/securities

Property investments / Complex products
  • Property purchasing
  • Syndicated property
  • Mortgages
  • Forestry
/
  • Investing in derivative products such as options, swaps, futures, structured funds
  • Geared products
  • Investing in soft and hard commodities

Product Providers

I have no restriction in placing investments with any product provider. Details of investment products in respect of which I have a normal supplier relationship are provided in Appendix A. When it comes to risk management products, superannuation funds, Kiwisaver and insurance bonds, SJ & CA Tutbury Ltd needs to have a contractual agreement with a provider in order to place business with that provider.

SJ & CA Tutbury Ltd has contractual agreements for the sale of products issued by the providers listed in Appendix B.

How do I get paid for the services that I provide to you?

Payment type Description

□ Fees My services are paid for by the fees that you pay as well as in other ways.

□ Commissions There are situations in which I will be paid by other organisations. How much that payment will be depends on the decisions that you make.

□ Non-financial benefitsfrom other organisations

Other organisations may give me non-financial benefits

depending on the decisions that you make.

I am required to tell you the specific fees, commissions, extra payments, and other benefits that I have received or will, or may, receive in relation to the services that I provide to you. I must tell you these things before I give you that advice orprovide a service or, if that is not practicable, as soon as practicable after I give you that advice or provide that service.

Details of the commission payments I receive are provided in AppendiciesA, B & C

Fees and benefits received by me

The professional fees I charge will vary according to the nature of the services I provide, as outlined below:

  1. Fees for non-wrap platform service clients:

I charge a flat fee of 1.00% inc GST of funds under management with a minimum of $575 inc GST for the first 12 months. This means the initial consultation,the preparation of the Statement of Advice (SoA), the implementation of the advice for you and the ongoing reporting for that SoA, for the first 12 months,are all included in this fee.

An entry fee of between 0-5%maybe charged on certain investments.

I will also retain any upfront and ongoing commissions/trails paid by product providers in respect of your investments. Refer to Appendix Bfor further information on maximum commissions/trails I and my company may receive for any successful business placed.

I charge an hourly rate of $160+GST for any additional work which you may require. This is payable monthly as billed.

  1. Fees for wrap platform service clients:

Type of fee / Maximum fee payable
SoA preparation fee / 1%+ GST
Entry fee / Up to 5%
Annual adviser fee / 1% + GST
Other fees / An hourly rate of $160 + GST

All fees except “other fees” will be deducted from your Cash Transaction Account (CTA) on a monthly basis.Other fees will be invoiced directly to you on completion of the work required.

Fee rebates for wrap platform clients:

In many instances, investment commissions (including trails) paid by the product provider for the funds invested by you will be credited to yourCTA. This will be determined once I am more aware of the nature and scope of my engagement with you.

The fees set out in the table above provide the following benefits to you:

  • As much access to my services as you require over a 12 month period.
  • Preparation of at least two valuation reports and any recommended investment modifications.
  • Newsletters.
  • Attendance at our client seminars.
  • Free attendance at any public seminars we are conducting.
  • Copies of reports that we produce.
  • Comprehensive tax reports for wrap platform service clients.
  • Access to our portfolio reporting service.

Please note that I will often provide you discounts on the remuneration I receive, particularly if the sum being invested is substantial. The quantum of discount depends on the sum of money being invested by you and the economies of scale realised by me in terms of saving my time, effort and procedures.

Non-monetary benefits

From time to time, I may receive certain non-monetary benefits from product providers. This could include gratuities such as a bottle of wine at Christmas time, a free calendar, pen or book, the occasional luncheon, drinks after a briefing session, invitations to sporting events, subsidised professional development, discounted training courses or office supplies, etc.

Procedures for handling investment money or investment property

The following systems and procedures are used for receiving your funds:

  1. Wrap platform clients:
  2. The investment management service (wrap service) is provided via an independent custodian, who holds investments collectively on your behalf.
  3. All money that is to be invested (payable via cheque or direct bank transfers) is payable directly to the custodian of the wrap service as applicable.
  4. All your personal information will be handled in a confidential and secure manner.
  5. For clients whose investments are held outside a wrap platform service:
  • Cheques relating to investment money are written out by you, made payable to the product provider concerned and will be delivered to the appropriate product provider for processing as soon as practicable after being received from you.
  • The only money retained by me is the fee paid directly to me or my company. This is agreed in writing beforehand with you.These fee payments may be made via direct credit on a monthly, quarterly or annual basis to SJ & CA Tutbury Ltd’s bank account or annually via cheque to SJ & CA Tutbury Ltd and crossed ‘not transferable account payee only’.
  • An auditor is not employed as SJ & CA Tutbury Ltd is not holding nor does it operate a trust account.
  • Neither SJ & CA Tutbury Ltd nor myself in any circumstances use your money or property for the benefit of any other person or ourselves. This applies to monies that are to be invested. Monies that are paid to us as fees are used to pay overheads and expenses and personal remuneration.
  • All your personal information will be handled in a confidential and secure manner

Record keeping

The records I keep that relate to the investment of money on your behalf are outlined below:

For non-wrap platform clients

a)Documents are scanned and held electronically and all files protected by passwords.

b)All documents not scanned are photocopied and filed in the clients file.

c)The details of the investment are entered onto the portfolio reporting system immediately after an investment is made.

d)Updates toyour personal file are carried outshowing details of your investments.

e)A certified photocopy of your proof of identification.

During normal working hours (8:30am to 5:00pm Monday to Friday), you may, on request, have access to your personal file, should you wish to check the accuracy of the information contained therein.

For wrap service clients

a)A photocopy of your wrap application and full discretion authority forms.

b)The wrap provider will enter details of the investment or security transfers made to your account.

c)Details of your nominated bank account.

d)A certified photocopy of your proof of identification.

During normal working hours (8:30am to 5:00pm Monday to Friday), you may, on request, have access to your personal file, should you wish to check the accuracy of the information contained therein.

Other interests and relationships

The Securities Markets Act 1988 requires me to disclose any direct or indirect pecuniary or other interest that I may have in the giving of investment advice.

I do not have any contractual arrangements, quotas or agreements obliging me to recommend certain product providers products or services.

I can place risk business with almost all product providers but I prefer to deal with

Fidelity Life

OnePath Life

Tower Health and Life

My company is a member of the TNP network and as a result I may be eligible for bonus payments from certain insurance product providers. Under this arrangement I and my company are under no obligation to meet any product quotas or to recommend a particular product provider. These bonus payments are outlined in Appendix C.

I have a 50% ownership share in an accounting service – Tax Link Ltd operated by my wife. I do not receive or have any agreement to receive remuneration, gifts of any kind or any other professional services in recognition of any business I may place or recommend to Tax Link Ltd.

Professional memberships

“I am a member of the Institute of Financial Advisers (the Institute) and I comply with the Institute of Financial Advisers Code of Ethics and Practice Standards in all facets of my practice. I hold an annual certificate to practice, issued by the Institute”.

Professional indemnity insurance cover

SJ & CA Tutbury Ltd and I are covered under a professional indemnity insurance policy. This policy includes the following covers: professional indemnity, public liability,statutory liability, general liability, employers liability, internet liability, directors and officers liability. This policy applies when I act in my professional capacity as a financial adviser. As with all insurances, these covers have limitations and are subject to certain exclusions, terms and conditions.

No criminal convictions

1. In accordance with the Securities Markets Act 1988, I hereby certify that neither I nor any principal officer of SJ & CA Tutbury Ltd have been:

(a)Convicted of an offence under the Securities Act 1978, the Securities Markets Act 1988 or the Investment Advisers (Disclosure) Act 1996, or of a crime involving dishonesty (as defined in Section 2(1) of the Crimes Act 1961).

(b)A director or principal officer of a company that committed an offence under any of the Acts listed above or an offence involving dishonesty as defined above.

(c)Adjudicated bankrupt.

(d)Prohibited by law from taking part in the management of a company or a business.

(e)The subject of an adverse finding by a court in any proceeding taken against me in my capacity as an investment adviser, or

(f)Expelled from or have been prohibited from being a member of a professional body.

What should you do if something goes wrong?

In the event of a complaint or dispute about any part of my service, please tell me so I can fix the problem. I will provide you with information about my internal complaints process, the Securities Commission, and my Disputes Resolution Scheme.

I will try in the first instance to resolve the complaint internally. Should I fail to handle any such problem to your satisfaction within a reasonably short time frame, then my company has an internal complaints handling process. In addition, if your complaint concerns one of our supplier companies (e.g. fund manager, insurance company, etc) they will usually have an internal complaints logging and handling system to which you should refer.

If I or our firm is unable to resolve your complaint to your satisfaction, then you may make the complaint to the ISO Disputes resolution Scheme of which we are a member. This has a three-step process. We are bound by the outcome of that process. You can choose to be bound by the outcome but you can also choose to be free to pursue other legal avenues. You can contact them at P o Box 10-845, Wellington, 6143, phone 04] 4997612 or email

In the event that the first two steps prove unsatisfactory then a complaints process exists within the Institute of Financial Advisers (IFA), of which I am a member and by which I am bound. The IFA can be contacted at P.O. Box 5513, Wellington, Ph: (04) 499 8062; Fax: (04) 499 8064.

Any complaints referred to the IFA are recorded, then investigated to determine likely degree of seriousness, then depending on the level of severity handled by IFA National Office staff directly with the client concerned, or referred on to a Professional Complaints Committee consisting of a legally qualified chair-person and two professionally credentialed advisers to resolve.

This can be a lengthy and sometimes frustrating process for those involved, and is restricted to only those complaints that breach the IFA’s own rules. It does not allow for civil litigation. I would urge any dis-satisfied clients to resolve any issues personally and directly with me if at all possible.”

If you need to know more, where can you get more information?

If you have a question about anything in this disclosure statement or you would like to know anything more about me, please ask me. If you have a question about financial advisers generally, you can contact the Financial Markets Authority.

How am I regulated by the Government?

You can check that I aman Authorised Financial Adviser at

The Financial Markets Authority authorises and regulates financial advisers. Contact the Financial Markets Authority for more information, including financial tips and warnings.

You can report information or complain about my conduct to the Financial Markets Authority, but in the event of a disagreement, you may choose to first use the dispute resolution procedures described above (underWhat should you do if something goes wrong?).

Declaration

I, Stephen John Tutbury, declare that, to the best of my knowledge and belief, the information contained in this disclosure statement is true and complete and complies with the disclosure requirements of the Securities Markets Act 1988 and incorporates the minimum standards of disclosure required by the Code of Professional Conduct for Authorised Financial Advisers.

Signed:

Date:______

Appendices:

A. Risk product commissions

B. Investment product commissions

C. TNP risk product commissions

D. Client acknowledgement

APPENDIX A

to the Disclosure Statement of SJ & CA Tutbury Ltd

Investment Product Commissions

SJ & CA Tutbury Ltd

The information provided in this Appendix is current as at 1 April 2011.

Steve Tutbury via J & CA Tutbury Ltd is eligible to receive commissions on the following products according to the schedule below. Please note that these are the maximum commissions payable and in many cases these may be discounted, especially if you are investing substantial sums. Specific commission rates will be disclosed in writing to you in relation to specific investments prior to your investments being placed.

Product Provider / Product / Max. initial commission as a % of each investment made / Ongoing annual commission as a % of total value of investment
Listed Direct Shares and Fixed Interest
First NZ Capital / Shares
Bonds / 1.50% per trade
1% per trade / Nil
Direct Broking / Shares
Bonds / 1.15% per trade
0.65% per trade / Nil
Nil
OneAnswer / Shares
Bonds / 0.60% per trade
0.40% per trade / Nil
Nil
Managed Funds
AMP Capital Investors Ltd / AMP Capital Enhanced Yield Fund / Nil / Nil
AMP Capital Investors / AMP Capital All Unit Trusts / Nil / Nil
ANZ Investment Services (NZ) Ltd / ANZ Ascent World Bond Fund
ANZ Ascent World Equity Trust / 5.00
5.00 / 0.25
0.25
AXA / AXA Australasian Selected Equities Fund
AXA Wholesale Global Value Equity Trust
Other AXA unit trusts / 5.00
Nil
5.00 / 0.25
Nil
0.25
Brook Asset Management Ltd / Brook Tasman Fund
Other Brook Asset Management funds / Nil
Nil / Nil
Nil
Fidelity Life / Fidelity Options Portfolio
KiwiSaver / 5.0
$30 one off fee / 1.0
0.25
Fisher Funds Management Ltd / Unit Trusts / Nil / Nil
Hunter Hall Investment Management Ltd / Hunter Hall Global Ethical Fund
Hunter Hall Value Growth Trust / 5.00
5.00 / 0.25
Nil
Mutual Funds Limited (MFL) / Superannuation Funds / 5.0 / 0.25
National Bank of New Zealand / Thoroughbred Cash Fund / Nil / 0.15
New Zealand Funds Management Limited (including Global Investment Service) / All unit trusts & superannuation funds
Income Funds / 5.0
Nil / Nil
0.25
New Zealand Guardian Trust Ltd / NZ Guardian Trust – Cash
NZ Guardian Trust Funeral Trust / Nil
$75 / 0.25
OnePath (NZ) Ltd / OnePath Equity Selection Fund
Other OnePath unit trusts and superannuation funds, KiwiSaver / 5.00
5.00 / 0.35
0.25
0.25
Perpetual Investment Management Ltd / Perpetual Wholesale Australian Fund / Nil / Nil
PM Capital Ltd / PM Capital Absolute Performance Fund
PM Capital Enhanced Yield / Nil
Nil / Nil
0.50
Private Portfolio Service (PPS) / PPS Mortgage Fund
All other PPS unit trusts and superannuation funds / 5.00
5.00 / 0.50
1.00
Sovereign / Cash
Income Fund
All unit trusts and superannuation funds / Nil
1.0
5.0 / 0.1
0.25
0.5
Tower Managed Funds Ltd / Tower Freedom Plan
All Unit Trusts / 5.0
5.5 / 0.8
0.25
Superannuation Investment Ltd (SIL) / SIL – KiwiSaver
SIL / Nil
2.5 / 0.25
0.25
Specialty Products
Liontamer / Various closed ended funds / 4.00 / Nil
Man Investments Ltd / OM-IP Funds
AHL Diversified Wholesale Fund / 4.00
3.00 / 0.50
Nil
FixedInterest Debentures**
MARAC Finance Ltd / Secured term deposits / 0.70 / Nil
Heartland Building Society
UDC Finance Ltd / Secured term deposits
Secured term deposits – up to 3 months
Secured debentures – 4-11 months
Secured debentures – 12-60 months
PIE Term Maximiser / 0.85
Nil
0.15
0.20
0.00 / Nil
Nil
Nil
Nil
Account Management Service
OneAnswer / 3.00 / Nil

* Generally, fixed interest product providers pay up front commissions based on the duration of the investment. The figures above show the percentage payable for an investment of one year.