Management arrangements summary

 

The responsible entity for the Trust is DFL.
 
The Trust is an ASIC-registered managed investment scheme and its combined trustee/manager, DFL, is known as the responsible entity. DFL's management role is defined by the Trust constitution, the Corporations Act and the general law.
 
DUECo, DIHL and DFL do not have a manager and are responsible for their own respective operations.  DIHL is the employer of all staff that provide services for the DUET Group under a Resources Agreement. This Resources Agreement requires DIHL to provide resources (including staff, software, premises and equipment) to enable DFL to perform its necessary functions as responsible entity for the Trust and to comply with ASIC Regulatory Guide 166 Licensing: Financial Requirements.
 
The table below is a high level summary of the DUET Group management arrangements addressing the disclosure recommended in Guidance Note 26 to the ASX Listing Rules and ASIC Regulatory Guide 231 Infrastructure entities: Improving disclosure for retail investors (RG231).
 
It should be noted that entities responsible for the management arrangements are internal to the DUET Group and owned by DUET securityholders and not any third party. We recommend that you also read the Trust constitution and the full RG231 disclosure available on the DUET website.

Key term Description Source documents
Investment mandate

The principal investment policy is to seek to invest in and manage energy utility assets in Australia and New Zealand.

The principal investment policy may be varied from time to time upon giving reasonable notice to security holders.

DUET 2004 PDS – section 1.3

DUET Annual Reports

Key relationship and services DIHL

Under the terms of the Resources Agreement, DIHL is to provide staff, premises, computer systems and other equipment, software, know-how and other tangible and intangible property used by DIHL staff to assist DFL to perform its necessary functions in its personal capacity and as responsible entity of the Trust, including managerial, legal, compliance, accounting and tax administration, financial, public relations and communications.
Resources Agreement
Responsible entity

The responsible entity has all the powers of a natural person including contracting, borrowing and investment and carries out all management functions for the trust subject to outsourcing registry and custodial services as described above.

Trust constitution clause 12

Corporations Act s601FB, s601FC

Financial Advisers or Underwriter

DUET has no preferred contractual arrangements with any financial advisers at the parent/fund level.  At the asset company level, AMP Capital may be appointed as financial adviser for debt and debt advisory work. There are different expiry dates for these agreements depending on the nature of the services provided, ranging from 31 December 2013 to 31 December 2015.
 
Term DUET Group

No fixed term for the Trust or the companies. The term will continue until the responsible entity is removed or retires and is not replaced, or security holders vote to wind up the stapled entities as provided for in the Trust constitution or by law.
Trust constitution clause 21
Resources Agreement

No fixed term and therefore no extension or renewal provisions apply.
Resources Agreement
Termination

Responsible Entity

The Trust may terminate the appointment of the responsible entity, without cause, by security holder vote.
 
The resolution must be passed by at least 50% of votes cast at meeting by security holders entitled to vote. DFL and its associates may vote their DUET securities (if any) on the resolution.
 
ASIC or a court may replace the responsible entity where there are solvency issues or members are likely to suffer a loss because the responsible entity has breached the Corporations Act.
 
Pursuant to the Corporations Act the responsible entity of the trust can retire if it first convenes a unitholders meeting to explain its reason for retirement and to enable unitholders to vote on a resolution to choose a new responsible entity.

Trust constitution clause 13

Corporations Act s601FL, s601FM, s601FN, s601FP, s253E, s915B

Management fees accrued to the date of termination are payable.  Note that any fees are internal to the DUET Group and do not represent an additional expense to investors. There are no other termination fees payable. Trust constitution clause 20
Resources Agreement

The Resources Agreement automatically terminates upon a winding up of the Trust DFL ceases to be the responsible entity of the Trust.

In addition, the Resources Agreement will terminate in certain other situations such as DIHL committing a material breach of the agreement or if DUECo or DFL fail to pay DIHL for providing resources in accordance with the agreement.
Resources Agreement
Fees

The entity responsible for the management of the Trust is DFL.  All fees are internal to the DUET Group as DFL is owned by DUET securityholders. Therefore management fees and amounts paid to DIHL under the Resources Agreement do not represent a net additional cost to investors.
 
Management fee 

 The management fee is payable to DFL quarterly in an amount to reimburse the responsible entity for its personal costs that are not otherwise payable as an expense of the trust up to a maximum of $500,000 per annum. This is an internal fee between DUET entities to fund certain costs to be borne by the responsible entity.
 
Resources Agreement

DIHL is entitled to fees for providing services and resources to DFL in its personal capacity and its capacity as responsible entity for the Trust.
DIHL will allocate costs to DUECo, DFL and the Trust based on DIHL's assessment of each party's use of resources.
DIHL, DUECo and DFL will agree additional reasonable fees for additional activities requested to be performed by DIHL.

Trust constitution clause 20

Resources Agreement

Expenses The responsible entity is entitled to be reimbursed for expenses incurred in relation to the proper performance of its duties.

Trust constitution clause 20

Corporations Act s601GA(2)

Exclusivity No exclusivity applies. Resources Agreement
Discretions

DUET Group

The board of the responsible entity of the Trust makes all significant investment/divestment and operational decisions for the Trust and in its personal capacity.
 
The board of DIHL and DUECo make all significant and operational decisions for DIHL and DUECo respectively. The Resources Agreement does not grant DIHL powers and discretions in relation to proposing investment/divestment decisions, but DIHL may be involved in providing additional services to DUET Group to facilitate significant acquisitions/divestments.
 
The performance of management generally is oversighted by the independent directors on the responsible entity and company boards.

Trust constitution clause 12

DIHL constitution clause 11

Resources Agreement

Change of control

DUET Group

DUET co-invests from time to time with third parties. Co-investment arrangements include pre-emption and tag-along or drag-along rights in favour of each other.  However there are no rights held by co-investors which are triggered on change of control of DUET. 
 
Resources Agreement

No change of control provisions apply in respect of the Resources Agreement. The Resources Agreement automatically terminates if DFL ceases to be the responsible entity for the Trust.

Resources Agreement
Variation to management arrangements Any variations adverse to security holders rights or in respect of changes to fee structures to increase fees would involve trust constitution amendments and therefore effectively require approval by 75% by value of votes cast at meeting by security holders entitled to vote.

Trust constitution clause 23

Corporations Act s601GC

Key relationship – significant infrastructure asset under development There are currently no significant infrastructure assets under development.