Trust Deed for Retirement Wrap. Consolidated working copy including amendments to 24 November 2015

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1 Trust Deed for Retirement Wrap Consolidated working copy including amendments to 24 November 2015

2 Table of Contents 1. Definitions and Interpretation 2 2. Compliance with Relevant Law 6 3. Trustee 6 4. Removal and Appointment of the Trustee 7 5. Trustee's Powers and Duties 7 6. Plans 9 7. Membership and Participation in the Fund Contribution, Rollover or Transfer Investments of the Fund Valuation of Assets Benefits Termination Amending the Deed 18 Schedule 1 - BT Super for Life 19 Schedule 2 - SuperWrap 42 Schedule 3 - BT Lifetime Super - Employer Plan 61 Schedule 4 - BT Retirement Selection Plan 94 Schedule 5 - BT Superannuation Investment Plan 111 Schedule 6 Generic MySuper Product Rules 129 Schedule 7 WGP MySuper Product Rules 131 Trust Deed for Retirement Wrap page 1

3 Trust Deed for Retirement Wrap 1. Definitions and Interpretation 1.1 Definitions Account means an account maintained by the Trustee for a Beneficiary in the Fund. ASIC means the Australian Securities and Investments Commission. Associated Employer means: a Participating Employer that has been accepted by the Trustee under clause 7.4 as an associated employer of another Participating Employer; and an Employer that has been accepted by the Trustee under rule 16.2 of Schedule 1 as an Associated Employer of an Employer Sub-Plan. Beneficiary means a Member or any other person who is entitled to be paid a benefit from, or has an interest in, the Fund. Benefit Arrangement means another fund or a benefit arrangement: to which assets may be paid or transferred from the Fund; or from which assets may be received into the Fund. Business day means a day on which the banks are open for business in Sydney excluding a Saturday, Sunday or public holiday. Child has the same meaning as in the SIS Act. Choice Product means a class of beneficial interest in the Fund that is not a MySuper Product. Complying Superannuation Fund means a superannuation fund that is a complying superannuation fund for the purposes of section 42 of the SIS Act. Corporations Act means the Corporations Act 2001 (Cth). Death Benefit means, in relation to a Member, a benefit that is payable from the Fund in respect of the Member on their death. Deed means this deed, including the schedules, and includes any arrangement, agreement, approval, rules or procedures effected pursuant to, or as specifically provided for by, any provision of this deed. Dependant has the same meaning as in the SIS Act. Employee means a person who is an employee or a director of an Employer and includes any other person who is deemed to be an employee under Relevant Law. Employer means an employer of: an Employee; or a Member who has not ceased to participate in the Fund. Employer Sub-Plan has the meaning given in rule 16.1 of Schedule 1 and, in relation to a particular Member, means the Employer Sub-Plan to which the Member belongs. Fund means the regulated superannuation fund known as Retirement Wrap. Trust Deed for Retirement Wrap page 2

4 Fund Expenses include the costs and expenses of and incidental to the establishment, promotion, operation, management, administration, investment and termination of the Fund, including Tax, amounts relating to Tax, insurance costs, cost of financial advice to or for a Member, marketing expenses, amounts incurred in relation to a related body corporate and any fees, charges or expenses imposed on, or paid by, the Trustee. Generic MySuper Product means the class of beneficial interest issued by the Trustee under the generic MySuper authorisation issued by the Austalian Prudential Regulation Authority (APRA) and known as either 'BT Super for Life MySuper' or 'BT Lifetime Super Employer Plan MySuper'. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Legal Personal Representative has the same meaning as in the SIS Act. Life Policy has the same meaning as in the Life Insurance Act 1995 (Cth). Member means a person admitted as a member of the Fund and who has not ceased to be a member of the Fund. MySuper Product means a class of beneficial interest in the Fund which satisfies the requirements of clause 7.1A and, on the MySuper Start Date, means each of: the class of beneficial interest issued by the Trustee under the generic MySuper authorisation issued by the Austalian Prudential Regulation Authority (APRA) and known as either 'BT Super for Life MySuper' or 'BT Lifetime Super Employer Plan MySuper'; and the class of beneficial interest issued by the Trustee under the large employer plan authorisation issued by APRA and known as 'BT Super for Life Westpac Group Plan MySuper'. MySuper Start Date means 1 November Participating Employer means: an Employer that participates in the Fund by arrangement with the Trustee under clause 7.3 or 7.4; and an Employer that has been accepted by the Trustee under rule 16.2 of Schedule 1 as the Participating Employer for an Employer Sub-Plan. Participation Schedule, in relation to an Employer Sub-Plan, has the meaning given in rule 16.3 of Schedule 1. Plan means a part of the Fund established under clause 6.1. Receiver means receiver, receiver and manager, liquidator, trustee in bankruptcy, committee of management or administrator. Regulator in relation to a matter, the applicable person who exercises a statutory function in relation to the matter under the Relevant Law. Release Authority has the same meaning as described in the Income Tax Assessment Act 1997 (Cth). Relevant Law means: the SIS Act; the Corporations Act; Trust Deed for Retirement Wrap page 3

5 (d) (e) (f) (g) the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth); the GST Act; any other present or future law of Australia or a State or Territory of Australia which the Fund, this Deed, the Trustee, or a Beneficiary must comply with or satisfy to secure or better secure a concession for the Fund in respect of Tax or to avoid, in the opinion of the Trustee, a penalty, detriment or disadvantage to the Fund, the Trustee or a Beneficiary; any direction, instruction, ruling or guideline given by a person duly authorised by a competent Parliament for this purpose which the Trustee determines is legally required to be followed or non compliance with which may result in the Fund ceasing to be a Complying Superannuation Fund; and any direction, instruction, ruling, guideline, licence or registration condition issued by any person duly authorised by a competent Parliament for this purpose or present or future law of Australia or a State or Territory of Australia which the Trustee determines to be a Relevant Law for the purpose of this Deed. rule in relation to, or referred to in, a Plan, means a rule of that Plan. SIS Act means the Superannuation Industry (Supervision) Act 1993 (Cth) and any prudential standards made or issued thereunder. SIS Regulations means the Superannuation Industry (Supervision) Regulations 1994 (Cth). Spouse has the same meaning as in the SIS Act. Tax means any tax, surcharge, levy, impost or duty (including any additional interest, fine, penalty or charge on those amounts). Trustee the trustee for the time being of the Fund, whether original, additional or substituted. WGP MySuper Product means the class of beneficial interest issued by the Trustee under the large employer plan authorisation issued by APRA and known as 'BT Super for Life Westpac Group Plan MySuper'. 1.2 Interpretation In this Deed, unless the context otherwise requires: Amended provisions: a reference to a document (including this Deed) includes a change or supplement to, or replacement or novation of, that document. Severance: to the extent that any provision (or part of a provision) of this Deed is void, voidable, unenforceable, illegal or invalid for any reason (collectively invalid): (iii) that provision (or part of a provision) must be read down, changed or construed to the extent necessary, but in a manner that is consistent with the nature and effect of the remainder of this Deed, so that it is not invalid; to the extent that clause 1.2 does not avoid the invalidity, the relevant word or words in the provision (or part of a provision) must be omitted if that would avoid the invalidity; and if clauses 1.2 and 1.2 do not avoid the invalidity, the whole provision (or part of a provision) is severed. Trust Deed for Retirement Wrap page 4

6 (d) (e) (f) (g) (h) (j) (k) (l) (m) (n) Approvals: (iii) (iv) an approval, discretion, determination, agreement, consideration, opinion, resolution, consent, authorisation, direction or similar act (each an approval) of the Trustee may be made or exercised in any manner in the sole and absolute discretion of the Trustee and is conclusive and binding on all relevant parties; a power of approval includes a power to withhold, revoke or vary an approval; any appointment to an office or position under this Deed, and any conduct under this Deed which requires the continued approval of a particular person, ceases on revocation of that approval; and an approval of the Trustee must be in writing unless this is expressly waived by the Trustee. Grammatical extension: where a word or phrase is given a particular meaning in this Deed, other parts of speech and grammatical forms of that word or phrase have corresponding meanings. Inclusions: all matters which are stated as being included in the scope of an expression do not limit the scope and generality of that expression. Headings: headings are for convenience only and do not affect the interpretation of this Deed. Meaning under the Relevant Law: a word or phrase (other than one defined in clause 1.1) which has a particular meaning under the Relevant Law has the same meaning in this Deed. Person: a reference to a person includes a body corporate, partnership, joint venture, association or authority. Singular, plural and genders: words importing the singular include the plural and vice versa and words importing a gender include either gender. Statutory enactments: a reference to any statute or other law includes all laws changing, consolidating or replacing them, and includes all laws, regulations, modification orders, prudential standards, binding determinations, declarations, notifications, orders, class orders, determinations, rulings and any other instruments made or issued under or in connection with the statute or law. Subdivisions of this Deed: a reference to a part, clause or schedule, is a reference to a part and clause of, and a schedule to, this Deed. Governing Law: this Deed is governed by, and is to be construed in all respects with, the laws of New South Wales. State Trustee Acts: to the extent possible, and unless the Trustee determines otherwise, this Deed is not subject to: (iii) the Trustee Act 1958 (Vic); section 35B of the Trustee Act 1936 (SA); or the equivalent to any of the above provisions in any State or Territory of Australia. Paramount Provisions: the provisions of clauses 2 and 7.1A override all other provisions of this Deed. Trust Deed for Retirement Wrap page 5

7 2. Compliance with Relevant Law 2.1 Clause paramount Despite anything expressed or implied to the contrary in any other provision of this Deed, if there is a conflict between this clause 2 and any other provision of this Deed (including any provision which purports to override this clause 2), this clause 2 prevails. 2.2 Deed Subject to Relevant Law The provisions of this Deed are to be read as subject to the Relevant Law and if there is any inconsistency between the provisions of this Deed and the Relevant Law, the requirements of the Relevant Law prevail. 2.3 Requirements (and Discretions) of Relevant Law The Trustee: must do or procure to be done or refrain from doing, such acts, matters and things as in the opinion of the Trustee may be necessary to comply with a requirement of the Relevant Law; and can (but is not obliged to) do or procure to be done or refrain from doing, such acts, matters and things as in the opinion of the Trustee to act in accordance with a provision of the Relevant Law that is not a requirement of the Relevant Law, including making such election or elections as required under, contemplated by or pursuant to the Relevant Law. 2.4 Direction or Discretion of a Third Party If a provision of this Deed would otherwise be invalid because it: subjects the Trustee to a direction by another person; or permits a person to exercise a discretion without the consent of the Trustee, the Trustee's consent is required for the giving of the direction or the exercise of the discretion. 2.5 Income Stream If the Trustee decides to pay an income stream from the Fund on the basis that it qualifies as a pension (or a particular type of income stream) under the Relevant Law, any condition, standard or requirement of the Relevant Law which is required to be satisfied in order for the income stream to qualify as a pension (or as a particular type of income stream) under the Relevant Law is deemed to be included in this Deed for so long as it is so required. 3. Trustee 3.1 Hold Fund Assets on Trust The Trustee will hold the assets of the Fund on trust for the Beneficiaries from time to time subject to the terms of this Deed. 3.2 Nature of the Trustee The Trustee of the Fund must be a body corporate formed within Australia that is either a trading or a financial corporation (within the meaning of paragraph 51(xx) of the Australian Constitution). Trust Deed for Retirement Wrap page 6

8 4. Removal and Appointment of the Trustee 4.1 Resignation and Removal Subject to the Relevant Law, the Trustee holds office until the earliest of: (iii) (iv) the Trustee's retirement as Trustee of the Fund under clause 4.1; the Trustee is removed from office by a Regulator; the appointment of a Receiver in respect of the Trustee's assets or the approval by the court of a scheme of arrangement providing for its dissolution other than for the purpose of reconstruction; or the Trustee is disqualified from office by operation of law. The Trustee may at any time retire as Trustee of the Fund if the Trustee appoints a replacement trustee as the Trustee of the Fund. The Trustee's retirement under clause 4.1 is effective on the date the replacement trustee assumes its office as Trustee of the Fund. 4.2 Transfer of Assets A retiring Trustee must execute all transfers, deeds or other documents necessary to transfer the assets of the Fund to the new Trustee as the new Trustee reasonably requires. 5. Trustee's Powers and Duties 5.1 Absolute Discretion Except as otherwise expressly provided in this Deed, the Trustee has absolute and uncontrolled discretion in the exercise of any of its powers and is not required to justify the exercise of any power. The powers conferred on the Trustee by this Deed are additional to the powers exercisable by a trustee at law. Subject to the Relevant Law, any determination made by the Trustee under this Deed to pay or apply any amount or assets to or for the benefit of a Beneficiary may at any time in the absolute discretion of the Trustee be varied, altered, revoked or replaced. 5.2 General Powers Except as otherwise expressly provided in this Deed, the Trustee has complete management and control of the Fund and may, without limitation, exercise all of the powers of a natural person in order to administer and maintain the Fund. 5.3 Liability and Indemnity To the extent permitted by the Relevant Law, the Trustee and each director or officer of the Trustee is exempted from any liability, and may be indemnified from the Fund in respect of any liability (including a Fund Expense), incurred: in connection with, directly or indirectly, the Fund; or while acting as Trustee or a director or officer of the Trustee. Where a liability relates to one or more Plans, the Trustee's indemnity under this clause must be satisfied from the assets attributable to that Plan or those Plans if and to the extent that there are sufficient assets attributable to that Plan or those Plans. A liability incurred by the Trustee while Trust Deed for Retirement Wrap page 7

9 acting as trustee of any fund, the assets and beneficiaries of which have been transferred to the Fund, is a liability incurred in connection with the Fund for the purposes of this clause. 5.4 Delegation Subject to the Relevant Law, the Trustee may in such manner and on such terms as the Trustee considers appropriate: delegate any power or duty of the Trustee to any person including the power to sub-delegate and to invest and expend Fund assets; vary or revoke a delegation; and exercise a power or perform a duty in conjunction with, or to the temporary or permanent exclusion of, a delegate. 5.5 Reliance on Opinions, Advice or Information The Trustee: may rely on any opinion, advice, statement or information obtained from: (iii) a Regulator; a Beneficiary; or an expert adviser or consultant instructed or consulted by the Trustee; and is not liable for anything done, suffered or omitted by it in doing so. 5.6 Action Despite Interest A Beneficiary, director of the Trustee or other person associated with the Fund may: exercise individually or jointly a power or discretion even though that person has another interest in the result of the exercise or owes other duties in respect of it; or act as a delegate or agent of or adviser to the Trustee. Neither this Deed nor a fiduciary relationship created under this Deed prevents the following persons from participating in the Fund, contracting with any person transacting with or associated with the Fund, being interested in such transaction or having any interest in the person transacting: (iii) (iv) (v) the Trustee; any related body corporate of the Trustee; any director or officer of the Trustee or of a related body corporate of the Trustee; any member of the family of a director or officer of the Trustee or a related body corporate of the Trustee; any company of which a person in clause 5.6(iii) or clause 5.6(iv) is a director or shareholder; or 5.7 GST (vi) any trustee, or a director of a corporate trustee, of any trust, of which a person included clause 5.6(iii) or clause 5.6(iv) is a beneficiary or director. Any amounts payable to the Trustee are exclusive of GST. If the Trustee is or becomes liable to pay GST in respect of any supply made under or in connection with this Deed or the Fund (including the supply of any goods, services, rights, Trust Deed for Retirement Wrap page 8

10 6. Plans benefits or things), then, in addition to any amount or consideration payable to the Trustee in respect of the supply, the Trustee is entitled to be paid an additional amount on account of GST, such amount to be calculated by multiplying the amount or consideration for the part of the supply that is a taxable supply by the prevailing rate of GST, and the Trustee shall be entitled to be reimbursed or indemnified for such amount of GST out of the Fund. 6.1 Establishment of Plans The Trustee may establish within the Fund, on such terms and conditions as it determines: one or more Plans; and one or more divisions, sections, categories and Employer Sub-Plans within a Plan. 6.2 Terms and Conditions in a schedule The terms and conditions on which a Plan or any division, section, category or Employer Sub-Plan within a Plan is established may be set out in a schedule to this Deed and, in relation to an Employer Sub-Plan, a Participation Schedule for the Employer Sub-Plan and those terms and conditions, as well as any provision of this Deed that is not set out in a schedule to this Deed, govern the Plan or any division, section, category or Employer Sub- Plan within the Plan. Subject to clauses 1.2(n) and 2, if there is an inconsistency between: a provision of a schedule; and any provision of this Deed (excluding any schedules), the provision of the schedule prevails to the extent of the inconsistency. Subject to clauses 1.2(n) and 2, if there is any inconsistency between: a provision of a Participation Schedule; and any provision of this Deed (including any schedules), the provision of the Participation Schedule prevails to the extent of the inconsistency. 6.3 Movement between Plans and other parts of the Fund Subject to clause 7.1A and the Relevant Law, the Trustee may transfer a Member and the Member's benefits with or without their consent between Plans or between divisions, sections, categories or Employer Sub-Plans of a Plan or any other part of a Plan, by whatever name, which the Trustee is able to identify. 6.4 Assets and Liabilities Subject to clause 7.1A and rule 16 of Schedule 1, the Trustee may satisfy any liability that is attributable to a Plan from the Plan and must not satisfy any such liability from the assets that are attributable to any other Plan unless the Trustee otherwise determines. The Trustee may determine generally, or on a case by case basis, that any liability that is attributable to a division, section, category or Employer Sub-Plan within a Plan must not be satisfied from the assets that are attributable to any other division, section, or category or Employer Sub-Plan within that Plan. 6.5 Termination of Plans A Plan may be terminated in accordance with clause 12. Trust Deed for Retirement Wrap page 9

11 7. Membership and Participation in the Fund 7.1 Commencing Membership A person who: under the Relevant Law is eligible to contribute, have contributions made on their behalf or have an amount rolled over or transferred to a Plan; and under the terms and conditions of the Plan, is eligible to participate in the Plan, may apply to become a Member in a form and manner approved by the Trustee. (d) The Trustee may in its absolute discretion, with or without giving reasons, accept, reject or delay consideration of an application to become a Member or impose terms and conditions in respect of a person's Membership. The Trustee may accept a payment by, or in respect of, a person who has not applied to become a Member in which case the person becomes a Member from the date determined under clause 7.1(d). A person becomes a Member from the date determined by the Trustee or, if the Trustee does not determine a date, from the earlier of the date that the Trustee: (iii) accepts the application by a person to become a Member under clause 7.1; accepts a nomination by a Participating Employer for an Employee to become a Member under clause 7.3(e); or accepts the payment under clause 7.1. (e) A person becomes a Member of a Plan (and, if applicable, a division, section, category or Employer Sub-Plan within that Plan): as determined by the Trustee or, in relation to an Employer Sub-Plan, as set out in the Participation Schedule for the Employer Sub-Plan; or if the Trustee makes no such determination and there is no provision in the Employer Sub-Plan, as specified in the person's application. 7.1A Classes of beneficial interests With effect from the MySuper Start Date, the interest of each Member in the Fund and each Plan is one or more of the following classes of beneficial interest as determined by the Trustee: (iii) one or more MySuper Products; and one or more Choice Products; or both. A Member may hold more than one class of beneficial interest in a Plan at a time. The Trustee must determine whether a Member holds an interest in a MySuper Product, a Choice Product or a MySuper Product and a Choice Product for each Plan of which the Member is a Member. The Trustee is taken to have determined that a Member holds an interest in: a Choice Product only in a Plan if: Trust Deed for Retirement Wrap page 10

12 (d) (e) (iii) (A) (B) the Member has given the Trustee, or is taken to have given the Trustee, a direction that one or more contributions are to be invested in one or more specified investment options; or the Member is a defined benefit member as defined in the Superannuation Guarantee (Administration) Act 1992; a MySuper Product only in a Plan if the Member: (A) (B) became a Member of the Plan on or after the MySuper Start Date; and has not given the Trustee, and is not taken to have given the Trustee, a direction that one or more contributions are to be invested in one or more specified investment options; a MySuper Product in a Plan in respect of contributions made by or for the benefit of the Member on or after the MySuper Start Date if the Member has not given the Trustee, and is not taken to have given the Trustee, a direction that one or more contributions are to be invested in one or more specified investment options; unless the Trustee makes an express determination in relation to the Member or class of Members. Notwithstanding any other provision of this Deed, the Trustee must not transfer a Member's benefits in a Plan from a MySuper Product to: (iii) except: (iv) (v) another MySuper Product in that Plan or another Plan of the Fund; a Choice Product in that Plan or another Plan of the Fund; or another regulated superannuation fund (as that term is defined in the Relevant Law), with the consent of the Member, which must be given within such period (if any) specified in the Relevant Law before the transfer occurs; or as otherwise permitted by the Relevant Law. Notwithstanding any other provision of this Deed, each MySuper Product in the Fund has the following characteristics: (iii) a single diversified investment strategy is adopted in relation to assets of the Fund that are attributed to the MySuper Product; all Members who hold a beneficial interest in the MySuper Product are entitled to the same options, benefits and facilities except to the extent that a benefit is provided by taking out risk insurance; the same process is to be adopted in attributing amounts to Members in relation to their beneficial interest in the MySuper Product in a way that does not stream gains or losses that relate to any assets of the Fund to only some of those Members, except to the extent that gains and losses from different classes of assets of the Fund are to be streamed to different subclasses of the Members of the Fund who hold the MySuper Product: (A) on the basis, and only on the basis, of the age of those Members; or Trust Deed for Retirement Wrap page 11

13 (B) (C) on the basis of the age of those members and other prescribed factors and circumstances as permitted by the Relevant Law; or as otherwise permitted by the Relevant Law. (iv) (v) (vi) (vii) if fee subsidisation by employers is permitted by the Trustee, that subsidisation does not favour one Member who holds a beneficial interest in a MySuper Product and is an employee of a subsidising employer over another Member who holds a beneficial interest in that MySuper Product and is an employee of that subsidising employer; the only fees that can be charged by the Trustee in relation to the MySuper Product are as permitted by the Relevant Law; the only limitations imposed on the source or kind of contributions made by or on behalf of a Member who holds a beneficial interest in the MySuper Product are those permitted under the Relevant Law; the insurance policies arranged by the Trustee in relation to the MySuper Product must comply with the Relevant Law; and (viii) a pension cannot be paid from the MySuper Product. 7.2 Ceasing Membership Unless the Trustee determines otherwise, a Member ceases to be a Member on the earlier of: the Member's death; the time at which all of the Member's benefits are: paid to the Member; paid for the benefit of the Member (including by being transferred or rolled over to a Benefit Arrangement); or (iii) otherwise satisfied or dealt with in accordance with the Relevant Law or this Deed. 7.3 Participating Employers A person who, under the terms and conditions of a Plan is eligible to participate in the Plan as a Participating Employer, may apply to become a Participating Employer in a form and manner approved by the Trustee. (d) The Trustee may in its absolute discretion, with or without giving reasons, accept, reject or delay consideration of a person's application to become a Participating Employer or impose terms and conditions in respect of a person being a Participating Employer. The Trustee may accept a payment by, or in respect of, a person who has not applied to become a Participating Employer in which case the person becomes a Participating Employer from the date determined under clause 7.3(d). A person becomes a Participating Employer from the date determined by the Trustee or, if the Trustee does not determine a date, from the earlier of the date that the Trustee: accepts the application by a person to become a Participating Employer under clause 7.3; or accepts the payment under clause 7.3. Trust Deed for Retirement Wrap page 12

14 (e) (f) A Participating Employer may nominate an Employee to become a Member provided that the Employee is eligible under the Relevant Law and under a Plan to become a Member of the Fund. Subject to rule 16 of Schedule 1, an Employer becomes a Participating Employer of a Plan (and, if applicable, a division, section or category within that Plan) that is: determined by the Trustee; or if the Trustee makes no such determination, specified in the Employer's application. (g) Subject to rule 16 of Schedule 1, an Employer ceases to be a Participating Employer if: (iii) the Participating Employer gives the Trustee at least 30 days' (or a shorter period agreed by the Trustee) notice to that effect; the Trustee gives the Participating Employer a notice to that effect; or unless the Trustee agrees otherwise, the Participating Employer ceases to employ any Members. (h) When an Employer ceases to be a Participating Employer, the Employer must cease making contributions to the Fund for any Employee that the Employer nominated to become a Member of the Fund. The rules applicable to an Employer Sub-Plan, either as set out in Schedule 1 or in a provision in a Participation Schedule, may differ from the other provisions of this clause 7.3 in relation to a Participating Employer. Under clause 6.2, the rules in Schedule 1 or the Participation Schedule prevail to the extent of any inconsistency. 7.4 Associated Employer Subject to rule 16 of Schedule 1, a Participating Employer may, in a form and manner approved by the Trustee, nominate a person to be an Associated Employer of the Participating Employer. (d) (e) (f) The Trustee may, with or without giving reasons, accept, reject or delay consideration of a nomination of a person to be an Associated Employer or impose terms and conditions in respect of a person being an Associated Employer. A person can only become an Associated Employer of a Participating Employer if it has consented to being the Associated Employer of the Participating Employer. Unless the Trustee determines otherwise, an Associated Employer of a Participating Employer will participate in the same Plan and division, section, category or Employer Sub-Plan within a Plan as the Participating Employer. A person becomes an Associated Employer of a Participating Employer from the date determined by the Trustee or, if the Trustee does not determine a date, from the date that the Trustee accepts the nomination of the person as an Associated Employer under clause 7.4. A person ceases to be an Associated Employer of a Participating Employer if: the Associated Employer or Participating Employer gives the Trustee at least 30 days' (or a shorter period agreed by the Trustee) notice to that effect; the Trustee gives the Associated Employer a notice to that effect; or Trust Deed for Retirement Wrap page 13

15 (iii) the Participating Employer of the Associated Employer or the Associated Employer ceases to be a Participating Employer. (g) The rules applicable to an Employer Sub-Plan, either as set out in Schedule 1 or in a provision in a Participation Schedule, may differ from the other provisions of this clause 7.4 in relation to an Associated Employer. Under clause 6.2, the rules in Schedule 1 or the Participation Schedule prevail to the extent of any inconsistency. 7.5 Special Arrangements The Trustee may agree with a person that the participation of the person as a Member or a Participating Employer is subject to, or varied in accordance with, the terms and conditions contained in an agreement. If the Trustee and a person enter into an agreement about the terms and conditions of the person's participation as a Member or a Participating Employer: that agreement is binding on both the Trustee and the person; and to the extent that the agreement conflicts with any other provision of this Deed (except clause 2), the terms of the agreement prevail. 7.6 Accounts Subject to the Participation Schedule for an Employer Sub-Plan, the Trustee: must maintain an Account for each Member (and, to the extent necessary, each Beneficiary) in accordance with the terms and conditions of the Plan referable to the Member (or, to the extent necessary, the Beneficiary); may maintain any records and other accounts it determines; and may adopt any method or policy (including unit pricing) it determines to calculate the investment earnings on the amount in an Account. 7.7 Provision and Disclosure of Information Each Beneficiary must: (iii) (iv) provide all information and evidence; sign all documents; undergo all medical examinations and tests; and generally satisfy all standards and requirements, requested by the Trustee. The Trustee may refuse to admit a person as a Member or place conditions on the person's Membership: (iii) if the person does not comply with clause 7.7 to the satisfaction of the Trustee; if the information provided by the person is incorrect or contains an omission; or in any other circumstance determined by the Trustee. The Trustee may use or disclose confidential information relating to a Beneficiary or an employer of the Beneficiary: for the purposes of the Fund; as required by law; Trust Deed for Retirement Wrap page 14

16 (iii) as it considers to be in the interests of the Beneficiary; or (iv) as otherwise authorised by the Beneficiary. 7.8 Beneficiary and Participating Employer bound Each Beneficiary and Participating Employer is bound by this Deed. Each Member irrevocably appoints the Trustee as his, her or its attorney to do anything permitted by this Deed. 8. Contribution, Rollover or Transfer 8.1A Overriding obligation The provisions of this clause 8 are subject to clause 7.1A. 8.1 Amount Subject to the Participation Schedule for an Employer Sub-Plan, the Trustee may determine the amount or rates of contributions that can be made to the Fund or rollovers or transfers that can be made into the Fund. 8.2 Manner The Trustee may determine the manner in which a contribution to (or rollover or transfer to) the Fund can be made including: the payment method that can be used; and whether a contribution, rollover or transfer can be made by transferring an asset or assets. 8.3 Type of contributions Subject to the Participation Schedule for an Employer Sub-Plan, the Trustee may accept into the Fund any contribution, rollover or transfer for a person that the Relevant Law permits the Trustee to accept. 8.4 Discretion to Refuse or Refund The Trustee may refuse to accept all or part of a contribution, rollover or transfer made for a person without giving any reason. 8.5 Transfers The Trustee may arrange for the transfer into the Fund of assets including with: the person responsible for a Benefit Arrangement; or a person who is or was a participant in a Benefit Arrangement, on conditions determined by the Trustee. The Trustee: may, with or without the consent of a Beneficiary, transfer all or part of the benefit entitlements of the Beneficiary from the Fund to a Benefit Arrangement if the Relevant Law permits; and must transfer the benefit entitlements of a Beneficiary to a Benefit Arrangement or to the Regulator in the circumstances required by the Relevant Law. The Trustee may provide an indemnity or an undertaking or accept a liability (each an obligation) in relation to the transfer of assets to and from the Fund as it determines in its Trust Deed for Retirement Wrap page 15

17 absolute discretion (including assuming an obligation towards the trustee of another Benefit Arrangement from which the benefit entitlements of a Beneficiary are transferred). 9. Investments of the Fund 9.1 Power of Investment The Trustee may invest the assets of the Fund in any investment and in any manner it thinks fit. 9.2 Mixing Investments The Trustee may: mix investments with investments of other people and trusts; and vary, replace, encumber and deal with the investments, as if it was dealing with its own property. 9.3 Fund Assets A Beneficiary has no right to claim any interest or exercise any right in any particular asset of the Fund. 10. Valuation of Assets 10.1 Valuation of Assets The Trustee may, at any time, arrange for an asset of the Fund to be valued. In determining whether the valuation of an asset of the Fund accurately reflects the fair value of the asset, the Trustee is not to be regarded as having the knowledge of a valuer or any other expertise in respect of the valuation of the asset of the Fund. An asset of the Fund must be valued at its market value current at the time of valuation unless the Trustee determines that: there is no market in respect of the asset; or the market value does not represent the fair value of the asset. (d) (e) Where the Trustee makes a determination under clause 10.1, the Trustee must at the same time determine the method of valuation for the asset. The Trustee may decide when an asset of the Fund is to be valued. (f) When determining the amount in an Account on a particular date, the Trustee may rely on the most recent valuation of the assets of the Fund and does not need to arrange for the assets of the Fund to be valued at that date Currency conversion Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at rates quoted by a bank or other financial institution, currency dealer or currency quotation service provider nominated by the Trustee from time to time. 11. Benefits 11.1 Terms and Conditions of a Plan The benefits payable to a Beneficiary from the Fund are set out in the terms and conditions of the Plan applicable to the Beneficiary. Trust Deed for Retirement Wrap page 16

18 11.2 Trustee's Discretion The Trustee may: conclusively calculate and determine the amount of a benefit; conclusively determine the identity of a person entitled to a benefit; conclusively determine the manner in which a benefit is to be paid; and (d) delay the payment of a benefit until it disposes of particular assets of the Fund to pay the benefit When a Benefit is Payable Subject to the Participation Schedule for an Employer Sub-Plan, the Trustee may (but is not obliged to) pay all or part of any benefit when permitted by the Relevant Law and must pay any benefit when required by the Relevant Law. If a Beneficiary who is entitled to a benefit requests deferral of payment, the Trustee may, if the Relevant Law permits, defer payment of all or part of that benefit Manner of Payment Subject to the Relevant Law, the Trustee may pay or satisfy all or part of a benefit in any manner determined by the Trustee including: by the benefit being transferred or rolled over to a Benefit Arrangement selected by the Trustee; by the benefit being paid as a lump sum or an income stream; or by transferring assets to or for the benefit of the relevant Beneficiary Requirements for a Person claiming a Benefit The Trustee is not required to pay a benefit in whole or in part if the person claiming the benefit has not: made a proper application to the Trustee in the form and manner required by the Trustee; provided information to the Trustee as requested by it, including, to substantiate the person's claim; or given instructions in relation to the method of payment of the benefit which is acceptable to the Trustee Discharge and Release The Trustee is completely discharged (and released from any claim by any person) in respect of any application of assets of the Fund as a payment that is made in accordance with this Deed Financial Incapacity If the Trustee believes that a Beneficiary is under a legal disability, the Trustee may pay the benefit of the Beneficiary to another person to be used for the advantage of the Beneficiary Release Authorities If the Trustee receives a Release Authority in respect of a Member, the Trustee must pay an amount from the Fund in respect of the Member in accordance with the Relevant Law. Subject to the Relevant Law, the Trustee may adjust any amount, benefit or entitlement that a Member has in the Fund in order to give effect to a payment under clause Trust Deed for Retirement Wrap page 17

19 12. Termination 12.1 Termination of Fund or Plan The Trustee may terminate the Fund, a Plan, or any division, section or category within a Plan, at any time Application of Fund or Plan Assets If the Trustee decides to terminate the Fund or a Plan, division, section or category, the proceeds of the Fund, Plan, division, section or category must be applied in the following order: to pay or provide for the payment of Fund Expenses referable to the Fund, Plan, division, section or category, as determined by the Trustee; to or towards the payment of Beneficiaries' benefits in the Fund, Plan, division, section or category in accordance with this Deed, as determined by the Trustee. Each Beneficiary accepts that the payment in accordance with clause 12.2 is in full discharge of all claims in respect of the Fund. The Trustee may deal with any remaining assets in the Fund or a Plan, division, section or category as it determines in its absolute discretion. 13. Amending the Deed The Trustee may, by deed: change, amend or replace all or any of the provisions of this Deed or a Participation Schedule, including this clause 13; resettle the Fund; or merge the Fund with another trust, with effect from the date specified in the relevant deed (which can be before, on or after the date of the deed) or, if no date is specified, on the date of the deed. Trust Deed for Retirement Wrap page 18

20 Schedule 1 - BT Super for Life This schedule applies to the BT Super for Life Plan. 1. Interpretation 1.1 Application of Rules The Rules in this schedule apply to Employers and Members participating in the BT Super for Life Plan except that they do not apply to a Member's interest in the: Generic MySuper Product unless the Rules in Schedule 6 expressly say that they do; or WGP MySuper Product unless the Rules in Schedule 7 expressly say that they do. 1.2 Definitions The meaning of the terms used in these rules are set out below. Binding Nomination means a nomination by a Member of one or more persons to receive all or part of the Member's Death Benefit which complies with section 59(1A) of the SIS Act relating to binding nominations in a form and manner, and subject to any conditions, determined by the Trustee. BT Super for Life Website means the dedicated BT Super for Life website advised to the Beneficiary from time to time in one or more of the following: a Product Disclosure Statement for the Plan or a Division, Category or Employer Sub-Plan of the Plan; information sent to Members of the Plan; or any other medium utilised by the Trustee. Category means each category of this Plan established under rule 2.1. Contributions Split means the Trustee rolling over, transferring to or allotting an amount for a Member's spouse after the Trustee has accepted an application by the Member for it to do so. Corporate Group means the Parent Company and any of its related bodies corporate. Discretionary Request means a notice in a form and manner approved by the Trustee and given to the Trustee by a Member requesting the Trustee to pay the Death Benefit to the Member's Nominated Beneficiary or Nominated Beneficiaries. Family Law Arrangement means an agreement, order or other arrangement made, or entered into, pursuant to the Family Law Act 1975 (Cth) or any related legislation. Former Fund means the regulated superannuation fund known as BT Super for Life Superannuation Fund. Fund Address in relation to a notice under rule 12.2(e), means the address of the Fund set out: in the Product Disclosure Statement for the Plan or a Division, Category or Employer Sub-Plan of the Plan that is current at the time of the giving of the notice; or in a notice by the Trustee to Beneficiaries under rule Trust Deed for Retirement Wrap page 19

21 Investment Option means a separate investment strategy for the investment of an amount of assets of the Plan or a Division, Category or Employer Sub-Plan of the Plan. Messaging System means an electronic messaging system (other than ) that the Trustee approves for the purposes of providing and receiving notices under this Deed. Nominated Beneficiary means in relation to a Member, the person last nominated in a Binding Nomination, a Non-Lapsing Nomination, a Discretionary Request or a Prior Instruction by the Member to the Trustee as the person to or in respect of whom the Death Benefit should be applied if they die while a Member of the Plan or a Division, Category or Employer Sub-Plan of the Plan. Nomination means a Binding Nomination or a Non-Lapsing Nomination. Non-Lapsing Nomination means a nomination by a Member of one or more persons to receive all or part of the Member's Death Benefit in a form and manner, and subject to any conditions, determined by the Trustee not being a Binding Nomination. Parent Company means Westpac Banking Corporation ABN or its nominee (other than the Trustee). Prior Instruction means: a nomination, of binding or discretionary effect, given by a Member to the trustee of another Benefit Arrangement and which was in effect in that Benefit Arrangement immediately prior to the transfer of the Member and the Member's benefit to the Plan or a Division, Category or Employer Sub-Plan of the Plan; or a purported Binding Nomination that: specifies a person as beneficiary who is eligible under the Relevant law to receive all or part of the Member's Death Benefit; and does not comply with the requirements of section 59(1A) of the SIS Act or has ceased to have effect under section 59(1A) of the SIS Act. Product Disclosure Statement means the product disclosure statement or other offer document (including any document that supplements the product disclosure statement or other offer document) issued by the Trustee from time to time. Retirement Account Income Stream means an income stream provided under the Retirement Account Plan Category established under rule 2.1. Retirement Account Rules means the rules determined by the Trustee under rule 21.2, as disclosed from time to time in one or more of the following: the Product Disclosure Statement referable to the Category; information sent to Members of the Plan or Category; or any other medium utilised by the Trustee. Transition to Retirement Account Income Stream means an income stream provided under the Transition to Retirement Account Plan Category established under rule 2.1. Transition to Retirement Account Rules means the rules determined by the Trustee under rule 24.2, as disclosed from time to time in one or more of the following: the Product Disclosure Statement referable to the Category; information sent to Members of the Plan or Category; or Trust Deed for Retirement Wrap page 20

22 any other medium utilised by the Trustee. Transfer Date means 28 February The Plan 2.1 Structure of the Plan The Plan is divided into the following Divisions: Savings Plan; and Pension Plan, The Savings Plan is divided into the following Categories: Personal Plan; and Corporate Super Plan, which is divided into separate Employer Sub-Plans. The Pension Plan is divided into the following Categories: Retirement Account Plan; and Transition to Retirement Account Plan. 2.2 Membership of Categories Subject to rule 2.3, a Member or Employer is admitted to the Category determined by the Trustee. A Member may be a Member of more than one Category. 2.3 Transferring Beneficiaries, Members and Employers With effect from the Transfer Date, the 'Beneficiaries', 'Members' and 'Employers' of the Former Fund immediately prior to the Transfer Date will be admitted to this Plan as a Beneficiary, Member or Employer. They will be admitted to the Category that has substantially the same name as the 'Plan' of which they were a Beneficiary, Member or Employer in the Former Fund immediately prior to the Transfer Date and, notwithstanding any other provision of this deed: each Beneficiary and Member of the Former Fund who is admitted to the Plan under this rule will, as at the Transfer Date, be provided with equivalent rights to the rights that the Beneficiary or Member had to benefits in the Former Fund immediately prior to the Transfer Date; and the Trustee's obligation to pay a pension to a Beneficiary or Member in the Former Fund immediately prior to the Transfer Date will continue on the same terms and conditions under this deed. 3. Investment Options and Member Investment Choice 3.1 Investment Options The Trustee may at any time establish one or more Investment Options and, if it does so, it must identify the assets and liabilities of the Plan which are attributed to each Investment Option. 3.2 Member Investment Choice The Trustee may permit a Member (or a group of Members) to choose one or more Investment Options on such terms and conditions (relevant condition) as the Trustee considers appropriate including the amount or proportion of the Member's Account to which the Member's choice will apply (relevant amount). If the Trustee permits a Member to choose one or more Investment Options: Trust Deed for Retirement Wrap page 21

23 (d) (e) (f) if a Member chooses one or more Investment Options and all relevant conditions have been satisfied in the opinion of the Trustee, the Trustee must invest the relevant amount in accordance with the Investment Option(s) that the Member has chosen; and the Trustee must nominate one or more Investment Options in which it will invest the relevant amount if the Member does not choose an Investment Option or if the Member's choice cannot be implemented. The Trustee may at any time change: the terms and conditions on which the Trustee permits a Member (or a group of Members) to choose an Investment Option; or an Investment Option that is available to a Member (or a group of Members) including by withdrawing the availability of the Investment Option to either new Members or existing Members (including those who have chosen that Investment Option) or both. The Trustee may close or withdraw any Investment Option without prior notice to Members and transfer the Members' benefits to another Investment Option it selects. The Trustee is not liable to a Member (or Beneficiary) for acting (or for a delay in acting) in accordance with the Member's choice of one or more Investment Options, and to avoid any doubt, the Trustee is not required to take into account a Member's individual circumstances when acting in accordance with the Member's choice of Investment Options. In exercising any power under this rule 3, the Trustee may discriminate between Investment Options or Beneficiaries. 4. Authorised Investments Subject to the Relevant Law and rule 4, the Trustee must first consider investing Plan assets in: (iii) (iv) a managed investment scheme which is operated by a responsible entity which is a member of the Corporate Group; a unit trust (including a Pooled Superannuation Trust as defined in the SIS Act) which is operated by a trustee which is a member of the Corporate Group; a Life Policy issued by a registered life insurer which is a member of the Corporate Group; or any combination of the investments referred to in rules 4, and (iii). If the Trustee determines that it is not appropriate to invest Plan assets in accordance with rule 4, the Trustee may make an investment, or deal with or deploy Plan assets in any manner it determines to be appropriate. 5. Services Without limiting clauses 5.4 or 5.6, but subject to the Relevant Law and rules 4 and 5, the Trustee must first consider engaging a member of the Corporate Group or any other person nominated by the Parent Company to provide the following services, investments and products to the Trustee and the Plan: banking services; Trust Deed for Retirement Wrap page 22

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