Kiwi Wealth KiwiSaver Scheme Trust Deed. Kiwi Wealth Limited Public Trust

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1 Kiwi Wealth Limited Public Trust

2 Table of contents Parties... 1 Background... 1 Operative provisions This Deed witnesses... 2 Preliminary Interpretation Constitution of the Scheme... 2 Concerning the Trustee Appointment and removal of Trustee Powers and duties of Trustee Appointment and removal of Manager Powers and duties of Manager Manager may retire Investment Power to employ and appoint Power to delegate Absolute and uncontrolled discretion Advice of experts Register of Members and Employers The Trustee, and every agent Liability of Trustee and Manager Indemnity of Trustee and Manager A Limitation of Liability of Members Fees, costs and expenses Power of apportionment Accounts Annual Report and Annual Return and personalised statements Related transactions Change of Scheme name Fiduciary Amendment of Trust Deed Power to amend Trust Deed Certificate of compliance Copies to Financial Markets Authority Winding up of the Scheme _1

3 28 Winding up of the Scheme Advice to FMA Application of Fund Completion of distribution Member Account Transfers Transfers to another KiwiSaver Scheme Transfers from another scheme General provisions affecting benefits Payment of tax Deduction of other charges Proofs Receipts Unclaimed benefits Payment of benefits on death Benefits not assignable Bankruptcy of Beneficiary Infancy or incapacity of Beneficiary Relationship property Miscellaneous Notice to Beneficiary Service of notice to parties to Deed Confidentiality New Zealand law Part 2 - Rules applicable to Members of Scheme Introduction Eligibility Members' contributions Suspension of contributions Termination of contributions Member's benefits Permitted withdrawals or benefits Deferment of benefit Definitions Execution and date _1

4 Parties Kiwi Wealth Limited (formerly known as Gareth Morgan KiwiSaver Limited) (Manager) Public Trust (Trustee) Background A B By trust deed dated 2 April 2007, as amended and consolidated by deeds dated 7 September 2007, 18 February 2010, 21 April 2011, 2 April 2012, 13 September 2012 and 1 April 2014 (Existing Trust Deed), the Kiwi Wealth KiwiSaver Scheme (Scheme) was established (under its previous name the Gareth Morgan KiwiSaver Scheme) as a KiwiSaver Scheme by the Manager (formerly the Sponsor) and Perpetual Trust Limited for the purpose of providing retirement and other benefits to natural persons and employees of employers participating in the Scheme. The Scheme is registered under the K. Act and is not a restricted KiwiSaver Scheme as defined in the K. Act. C Perpetual Trust Limited was the original trustee of the Scheme. By deed dated 18 February 2010, Perpetual Trust Limited was removed as trustee of the Scheme and Public Trust was appointed as the new trustee of the Scheme. D E F The Manager has determined and the Trustee has consented to amend and consolidate the provisions of the Existing Trust Deed to: (a) (b) (c) (d) (e) (f) (g) facilitate the operation of the Default Investment Portfolio in accordance with the Instrument of Appointment; clarify the minimum fee payable to the Manager by Members who invest in the Default Investment Portfolio and other Investment Portfolios; delete the defined term Investment Guidelines and insert the defined term Statement of Investment Policy and Objectives and replace all references to Investment Guidelines with references to Statement of Investment Policy and Objectives; clarify the information collected by the Manager for the register of Members and Contributing Employers; more clearly detail how natural persons may join the Scheme; clarify the circumstances in which Members will cease to be Members of the Scheme; and make consequential and minor amendments in connection with the matters referred to in (a) to (f) above. The execution of this Deed by the Manager and the Trustee is evidence that the Manager and the Trustee have consented to the proposed amendments to the Existing Trust Deed and to the consolidation of this Deed. The Trustee considers that the amendments comply with the terms of clause 26 of the Existing Trust Deed _1 1

5 G Prior to executing this amending and consolidating deed, the Trustee has obtained a certificate from a solicitor as required by section 129(2) of the K. Act. Operative provisions 1 This Deed witnesses 1.1 The Existing Trust Deed is hereby amended and consolidated with each and every one of the existing clauses and Rules substituted by the clauses and Rules set out in this Deed. 1.2 The Scheme is constituted upon the terms set out in this Deed which shall be binding on the Trustee, the Manager and Members. Preliminary 2 Interpretation 2.1 Most words and phrases that begin with capital letters have special meanings and are defined in clause Constitution of the Scheme 3.1 The Scheme began on 1 October The trusts established in accordance with the Existing Trust Deed are confirmed and continue on the basis of the amendments contained in this Deed. 3.2 The Trustee and the Manager agree to act in accordance with the provisions of this Deed. 3.3 The name of the Scheme is the Kiwi Wealth KiwiSaver Scheme. 3.4 The Scheme will be governed and administered in accordance with the KiwiSaver Requirements and all other applicable laws and the provisions of this Deed. 3.5 The Scheme will be administered in accordance with this Deed and the Trustee, the Manager and all Beneficiaries shall be bound by the provisions of this Deed. 3.6 The Scheme's Fund consists of: the Assets vested in the Trustee or its nominated person or such nominated person's nominee appointed in accordance with clause 10.3 for the Scheme; contributions paid to the Scheme; any money or other Assets transferred to the Scheme from another superannuation scheme or KiwiSaver Scheme; and all other Assets obtained by the Manager and vested in the Trustee or its nominated person or such nominated person's nominee appointed in accordance with clause 10.3 for the purposes of the Scheme. 3.7 The Fund is held by the Trustee on trust on the terms of this Deed _1 2

6 3.8 The provisions of this Deed that apply to the Scheme are deemed to include the implied provisions of the KiwiSaver Requirements or at law for so long as those provisions are in force and any provision of this Deed that is contrary to the implied provisions is void to the extent it is contrary. Concerning the Trustee 4 Appointment and removal of Trustee Appointment 4.1 The Scheme shall have a single trustee who: must not be an Associated Person of the Manager; and must be entitled by law to act as the trustee of the Scheme. 4.2 The Trustee is appointed and has agreed to act as trustee for the Scheme for the purpose of the K. Act and continues in office as trustee for the purposes of section 116D of the K. Act. Removal 4.3 The Manager may, by deed, with the approval of the High Court, at any time remove the Trustee for the time being of the Scheme without being required to give any reason for that removal. The Manager must give the Trustee at least 90 days' notice in writing (or such lesser period of notice as the Trustee may agree) before removal. 4.4 The office of a trustee shall become vacant if: an order is made or an effective resolution is passed for the winding up of the Trustee or it is placed in liquidation, receivership or statutory management; the Trustee become ineligible to act as a trustee under the KiwiSaver Requirements; or the Trustee resigns from office by giving 90 days' notice (or such lesser period of notice as the Manager may agree) in writing to the Manager provided that the Trustee must not resign as trustee of the Scheme unless: (a) (b) (c) all functions and duties of the position have been performed; or the High Court consents; or another person has been appointed to the position who is qualified to act under the KiwiSaver Requirements and that person has accepted the appointment. 4.5 Subject to the KiwiSaver Requirements, if the Manager removes the Trustee or the office of the trustee of the Scheme becomes vacant the Manager shall by deed appoint a new trustee as soon as reasonably practicable. 4.6 Any removal under clause 4.3 or resignation under clause 4.4.3(c) shall be conditional upon and not be effective until: the appointment of a new trustee in accordance with clause 4.7; and _1 3

7 4.6.2 the transfer to the new trustee of the Scheme Assets, other Scheme property, or Scheme records and other relevant documentation (which on the direction of the Manager the Trustee shall promptly procure). 4.7 No person shall be appointed as a new trustee unless it is qualified to act as such under the KiwiSaver Requirements and has executed a deed binding that trustee to the terms set out in this Deed from the date of such appointment, and releasing the Trustee from all of its duties, obligations and liabilities under this Deed from the effective date of that deed, except to the extent that any such liability arose prior to that effective date. The form of such deed will be as reasonably required by the Trustee. 5 Powers and duties of Trustee 5.1 The Trustee shall supervise the Manager's performance of: the functions of the Manager as set out in clause 7; and any other functions that the Manager performs in relation to the Scheme under this Deed or an enactment. 5.2 In exercising its powers and performing its duties in respect of the Scheme, the Trustee must: exercise the care, diligence and skill that a prudent person engaged in the profession or business of acting as a trustee would exercise in acting as the trustee of a KiwiSaver Scheme other than a restricted KiwiSaver scheme (as defined in the K. Act); and act in the best interests of the Members of the Scheme. 5.3 The Trustee must provide to the Manager, as soon as is reasonably possible following receipt, copies of all notices or documents received by the Trustee, or any of its nominees, in relation to any Assets or other property of the Scheme. 6 Appointment and removal of Manager 6.1 The Scheme shall have a manager who: must not be an Associated Person of the Trustee; and must be entitled by law, including under the KiwiSaver Requirements, to act as the manager of the Scheme. 6.2 Kiwi Wealth Limited is appointed as manager of the Scheme. 6.3 The Trustee may apply to the High Court for an order to remove the Manager from office if the Trustee is satisfied that: there is a significant risk that the interests of Members will be materially prejudiced; or the provisions of this Deed are no longer adequate to give proper protection to the Members. 6.4 The Trustee will give prior notice to the Manager of its intention to apply to the High Court for an order to remove the Manager (including notifying the Manager of its _1 4

8 reasons for seeking that order) unless such notice will, or is reasonably likely to, prejudice the interests of the Members. 6.5 The Manager s appointment will terminate upon: the winding up of the Scheme in accordance with this Deed; or the Manager s appointment being lawfully terminated in accordance with the terms of this Deed. 6.6 The Manager shall be automatically removed if an order is made or an effective resolution is passed for the winding up of the Manager or it is placed in liquidation, receivership or statutory management. 6.7 If the Manager ceases to hold the office of manager of the Scheme due to the Manager being removed under clauses 6.3 or 6.6, the power of appointment of another person to that office will be vested with the Trustee or in any other circumstance, by the retiring Manager. A new manager must be appointed within 27 days of the Manager ceasing to hold office. 6.8 Any new manager must, upon being appointed, execute a deed of undertaking to bind that manager to the terms set out in this Deed from the date of such appointment. The form of such deed will be as required by the Trustee. 7 Powers and duties of Manager 7.1 The Manager shall be responsible for: offering interests in the Scheme for subscription; issuing interests in the Scheme; managing Scheme Assets; and administering the Scheme. 7.2 The Manager must use its best endeavours and skill to ensure that the affairs of the Scheme are conducted in a proper and efficient manner. 7.3 Without limiting the generality of the foregoing (or the Manager's full and complete power of management) in exercising its powers and performing its duties in respect of the Scheme, the Manager must: act in the best interests of Members; and exercise the care, diligence and skill that a prudent person engaged in the profession or business of acting as a manager would exercise in managing the affairs of others, unless the Manager is exercising a power of investment, in which case clause 9.14 will apply. 7.4 The Manager must, on the request of the Trustee: make available to the Trustee all documents and records relating to the Scheme; and provide the Trustee with any information it requires about the Scheme, the affairs of the Manager and/or the property of the Manager. 7.5 The Manager shall provide to the Trustee such reports as agreed with the Trustee or as the Trustee may reasonably request from time to time _1 5

9 7.6 Without limiting the generality of the foregoing, the Manager shall perform the following specific functions (which where applicable will require direction to the Trustee): keep full and accurate records of contributions, Member Accounts held by Members, Member's entry and withdrawal dates to the Scheme, and all other matters required to be recorded in terms of this Deed; value Assets and quantify liabilities of the Scheme and the Member Accounts in accordance with the terms of this Deed and accepted industry practice at the relevant time and applied on a consistent basis over time and that if the Manager intends to depart from the previously applied valuation method, such departure follows timely notice to and consultation with the Trustee; prepare and file all relevant tax returns and deal with any taxation issues arising in respect of the Scheme and take all actions and make all determinations, decisions or elections relevant to the taxation treatment or status of the Scheme; exercise all reasonable care to comply with any statutory requirements under the K. Act, the Securities Act 1978, the Securities Regulations 2009, the Fair Trading Act 1986, the Financial Reporting Act 1993, the Income Tax Act 2007 and any other statutory or regulatory requirement regarding the administration and management of the Scheme; administer and effect withdrawal requests in accordance with this Deed and the KiwiSaver Requirements; determine and distribute benefits and to calculate and distribute benefit entitlements in accordance with the KiwiSaver Requirements and this Deed; deduct from payments to Members amounts required to be deducted to pay costs, fees, tax and charges under this Deed or the KiwiSaver Requirements; arrange, receive and monitor the collection of all income and other distributions or entitlements arising out of Assets held in Investment Portfolios; prepare and issue each Member confirmation of the Assets held in each Member Account and the appropriate market value at least annually in writing or by way of if the Member has supplied his or her address; accept or reject applications to invest in the Scheme and to deal with all Members of the Scheme in accordance with this Deed, including the determination and deduction or payment as the case may be of penalties, fees, charges, benefits and withdrawals and all other enquiries and requests from time to time received from Members; maintain all computer, electronic and other records necessary to carry out its obligations under this Deed; prepare application forms, prospectuses, investment statements and promotional material in respect of the Scheme in accordance with all _1 6

10 relevant law and, in order for the Trustee to satisfy its statutory obligations, provide the Trustee with: (a) (b) each draft prospectus and investment statement prior to the proposed registration date of the relevant prospectus providing the Trustee with a reasonable period of time to provide comments on the drafts, which the Trustee will provide in a timely manner; and a copy of any other material prepared under this clause as soon as practicable prior to distribution; and monitor and manage the Scheme's Assets in accordance with this Deed and the Statement of Investment Policy and Objectives. 8 Manager may retire 8.1 Subject to a Person entitled in accordance with section 116B(2) of the K. Act and otherwise by law to act as manager of the Scheme being appointed, and to all applicable laws, the Manager may retire as manager of the Scheme at any time upon giving the Trustee at least ninety (90) days prior written notice of such retirement and thereby be discharged from its obligations and duties under this Deed, provided however that any such discharge of obligations and duties shall relate only to obligations and duties incurred after the effective date of the discharge. 8.2 The Manager will provide to the reasonable satisfaction of the Trustee evidence of the suitability, competency and creditworthiness of the Person proposed pursuant to clause Investment 9.1 All money belonging to the Scheme and available for investment shall be invested in accordance with the provisions of the Trustee Act 1956 as to the investment of trust funds. 9.2 All Assets of the Scheme shall be vested in the Trustee to hold on trust in accordance with this Deed. With the consent of the Manager, the Trustee may appoint a nominated person in accordance with clause 10.3 to hold any Assets of the Scheme (such consent not to be unreasonably withheld). 9.3 In order to perform its function under clause 7.1.3, the Manager may direct the Trustee to: purchase, acquire, sell, transfer or dispose of the Assets of an Investment Portfolio; enter into any commitments or liabilities in respect of the Assets of an Investment Portfolio; execute and deliver such contracts, documents, bills, notes, deeds or other instruments as may be necessary in respect of the foregoing; take any other action which may be required in respect of the Assets of an Investment Portfolio; and complete and deliver any proxies or related notices, _1 7

11 and the Trustee will from time to time, to the extent of the respective Assets in its hands or control, do all things necessary on its part to act as directed in writing by the Manager. The Manager's directions to the Trustee must be in accordance with rules 1E(1) and (2) of the KiwiSaver Scheme Rules. 9.4 The Trustee must refuse to act on a direction of the Manager under clause 9.3 relating to the acquisition or disposal of Assets if the Trustee considers that the proposed acquisition or disposal: would be in breach of this Deed or the K. Act; or would be manifestly not in the best interests of Members. 9.5 The Trustee shall not be liable to Members or the Manager for acting or refusing to act on any such direction by the Manager in respect of the acquisition or disposal of any Assets of an Investment Portfolio in accordance with the provisions of this Deed. If the Trustee refuses to act on a direction of the Manager, the Trustee must notify the Manager and the FMA in writing of the Trustee's reasons for refusing to do so. 9.6 The Manager must: pay all cash and other moneys from time to time held on behalf of the Scheme into a separate bank account or accounts opened by and in the name of the Trustee or its nominee and designated for the Scheme as soon as is reasonably practicable after receipt thereof, with such accounts at all times maintained in credit unless the Trustee provides its prior consent in writing to an overdraft; and administer such cash and other moneys from time to time received subject to the trusts governing the Scheme as set out in this Deed. 9.7 The Manager may operate separate investment portfolios on terms and conditions as determined by the Manager and agreed in writing by the Trustee from time to time (each an Investment Portfolio), with each Investment Portfolio at all times being treated by the Manager and the Trustee as a separate and distinct investment portfolio with its separate Assets and liabilities governed by this Deed. In relation to any period in which the Scheme is a Default KiwiSaver Scheme, the Manager will ensure that the Default Investment Portfolio is provided to Default Members and offered to all other current and prospective Members in accordance with the KiwiSaver Requirements and, for the avoidance of doubt, the Manager may not close or wind up the Default Investment Portfolio or amalgamate it with any other Investment Portfolio unless that is permitted pursuant to the Instrument of Appointment. 9.8 The Manager shall invest the Investment Portfolios in accordance with the Statement of Investment Policy and Objectives. 9.9 All profits and losses of an Investment Portfolio will belong to the Member(s) invested in that Investment Portfolio in proportion to each Member's interest, subject to any loss of each Member being limited at all times to the value of their interest in the Assets in such an Investment Portfolio All liabilities incurred in relation to an Investment Portfolio shall only be met from the Assets held for that Investment Portfolio in accordance with clause 9.9. For the avoidance of doubt, the Manager shall not permit the Assets or liabilities relating to an _1 8

12 Investment Portfolio to become intermingled with those relating to any other Investment Portfolio Except to the extent necessary pursuant to clause 9.10 to meet liabilities incurred in relation to the relevant Investment Portfolio, all investments made with Assets of an Investment Portfolio shall be held by the Trustee or its nominated person appointed in accordance with clause 10.3 or such nominated person's nominee appointed in accordance with clause 10.4: exclusively for that Investment Portfolio; and for the exclusive benefit of the Members who have interests in that Investment Portfolio, provided that the Manager may, subject to clause 35, transfer value between Investment Portfolios to accommodate the Scheme being a single entity or taxpayer The provisions of this Deed relating to the indemnities in favour of the Trustee and the Manager and the other costs, expenses, fees, premiums and taxes payable in relation to the management and administration of the Scheme shall be construed such that: any amount payable from the Fund shall, subject to this clause, be payable from the Assets of the Investment Portfolio or Investment Portfolios to which the matter giving rise to the amount relates (which may, for the avoidance of doubt, be all of the Investment Portfolios); and where any amount payable from the Fund relates to more than one Investment Portfolio, that amount shall be apportioned between those Investment Portfolios on such fair and equitable basis as the Manager determines The Manager will maintain a record in respect of each Investment Portfolio that enables the interests of each Member who invests in that Investment Portfolio to be identified The Manager and any investment manager of the Scheme shall, in exercising their power of investment, exercise the care, diligence and skill required of a trustee by section 13B or section 13C of the Trustee Act This requirement applies despite anything to the contrary in section 13D(1) of that act Each Member shall be entitled to provide the Manager with an Investment Direction, selecting the proportion of their Member Account that will be invested in each Investment Portfolio, subject to terms and conditions the Manager prescribes from time to time. Where a Member does not provide a valid Investment Direction: in the case of a Default Member, the Default Member will be deemed to have chosen and invested in the Default Investment Portfolio; and in the case of any other Member, the Member will be deemed to have chosen and invested in such other Investment Portfolio which the Manager and Trustee from time to time designate in writing for such circumstances, as indicated on the application form that the Member submitted (where applicable) A Member may amend the Investment Direction for their Member's Account. Such amendment shall be in writing and in a form prescribed by the Manager _1 9

13 9.17 Any Investment Direction given by a Member will not exempt the Manager from its obligations in respect of prudent investments as set out in sections 13B and 13C of the Trustee Act Nothing in this clause 9 shall purport to constitute a contrary intention for the purposes of section 13D(1) of the Trustee Act 1956 as amended from time to time and sections 13B and 13C of that act shall apply in all respects to this Deed. 10 Power to employ and appoint 10.1 Subject to the KiwiSaver Requirements, the Manager may, on reasonable prior notice to the Trustee, employ or contract with, any investment manager, administration manager, manager or agent on such terms and conditions as the Manager considers appropriate Each of the Manager and the Trustee may appoint and obtain the advice of any auditor, solicitor, barrister, banker, accountant, broker, actuary, agent or other professional adviser or consultant on such terms as may be agreed between the Manager or the Trustee (as applicable) and the adviser. If the Manager wishes to appoint a new auditor, it must consult with the Trustee before making an appointment and it must notify the Trustee in writing when the appointment takes effect The Trustee, with the written consent of the Manager, may nominate one or more nominated persons (other than the Manager or an Associated Person of the Manager) in which the Assets of the Scheme are to be vested, any such nomination to be made in writing. The Trustee will be jointly and severally liable for the due and faithful performance and observance by the nominated person of all duties and obligations imposed by the K. Act and otherwise by law If authorised in writing by the Trustee (and consented to by the Manager), a nominated person appointed under clause 10.3 may itself appoint one or more nominees (other than the Manager or an Associated Person of the Manager) in which the Assets of the Scheme are to be vested. The Trustee and the nominated person which appointed that nominee will be jointly and severally liable with the nominee for the due and faithful performance and observance by the nominee of all duties and obligations imposed by the K. Act and otherwise by law Subject to clause 18, the Trustee and Manager may each agree to the terms of payment of any Persons employed as the Trustee and Manager considers appropriate. 11 Power to delegate 11.1 Subject to 11.4, the Trustee may delegate any of its duties or powers or discretions under this Deed to any Person the Trustee nominates The Trustee may appoint any Person to be attorney or agent for the Trustee. The Trustee may specify the purposes of any appointment and the authority that any attorney or agent is to have The Trustee shall remain responsible and will be liable for the acts or omissions of any Person appointed under clauses 11.1 or _1 10

14 11.4 The Trustee must not delegate its duty to supervise the Manager s performance of its functions under clause 7.1 of this Deed. 12 Absolute and uncontrolled discretion 12.1 Each of the Manager and the Trustee, in the exercise of the trusts, authorities, powers and discretions conferred on it by this Deed, shall have total discretion, subject to clause 9 and the KiwiSaver Requirements. They may each at any time exercise or enforce any of the trusts, authorities, powers and discretions or may refrain from exercising all or any of them Subject to the rights of Members created by this Deed and any order of a court, no Member shall be entitled to interfere with or question the exercise or non-exercise by the Trustee or the Manager of any rights, powers, authorities or discretions conferred upon them or either of them by this Deed or in respect of the Fund or any parts thereof. 13 Advice of experts 13.1 The Trustee or the Manager may act on the advice or opinion of any accountant, actuary, barrister, solicitor, stock broker, consultant, medical practitioner, investment advisor, auditor or other professional person or expert and shall not be responsible for any loss occasioned by so acting. The reasonable cost of obtaining such advice shall form part of the expenses incurred by the Trustee or the Manager in connection with the Scheme, in accordance with clause Register of Members and Employers 14.1 The Manager shall maintain a register of Members for the Scheme into which the information required by the KiwiSaver Requirements shall be entered, including: the name of each Member; the name of the Contributing Employer of each Member (if any); a record of the Member Account for each Member; and the date on which the name of every Person was entered into the register as a Member and (where applicable) the date on which any Person ceased to be a Member. 15 The Trustee, and every agent 15.1 The Trustee shall be entitled to rely absolutely upon entries in the register being correct and neither the Trustee nor any of the Trustee's agents shall incur any liability or responsibility on account of any mistake in respect of the register. 16 Liability of Trustee and Manager 16.1 Subject to law, neither the Trustee nor the Manager shall be liable for: any losses or liability except those arising from a wilful or negligent act or default, breach of trust or the dishonesty of the Trustee or the Manager (as _1 11

15 the case may be) and their respective directors, board members or officers; or the neglect or default of any professional advisor or any other agent engaged in good faith by the Trustee or the Manager under clause This clause 16 does not have the effect of exempting the Trustee or the Manager from, or indemnifying the Trustee or the Manager against, failing to meet the standards of care required under clause 5.2 (in the case of the Trustee) and clauses 7.3 and 9.14 (in the case of the Manager) of this Deed. 17 Indemnity of Trustee and Manager 17.1 Subject to law, the Trustee and the Manager shall be indemnified and reimbursed out of the Fund for any claims, costs, damages, liabilities and expenses which they may each reasonably pay or incur in connection with the administration of the trusts and their respective powers and discretions vested under this Deed. The Trustee and the Manager shall each have a first claim on the Fund for this indemnity This indemnity shall extend to any payments made to any Person whom the Trustee or the Manager in good faith believes to be entitled to receive the payment although it may be subsequently found the Person was not so entitled Subject to law, the Trustee and the Manager shall each have a lien or charge over all Assets in the Fund for the indemnity and may retain and pay out of the Assets in the Fund (the Trustee on notice to the Manager) all sums and amounts necessary to give effect to the indemnity Except as expressly provided in this Deed, any agent of the Trustee or the Manager acting for or on behalf of the Trustee or the Manager shall have the benefit of any exclusions or indemnities given to the Trustee or the Manager in this Deed Except to the extent to which the Trustee or the Manager is liable pursuant to clause 16.1, the liability of the Trustee or the Manager under this Deed, the K. Act or at law, shall at all times be limited to the Assets of the Fund This clause 17 does not have the effect of exempting the Trustee or the Manager from, or indemnifying the Trustee or the Manager against, failing to meet the standard of care under clause 5.2 (in respect of the Trustee) and clauses 7.3 and 9.14 (in the case of the Manager) of this Deed Except insofar as is otherwise expressly provided in this Deed or required by law, the Manager, as regards all the powers, authorities and discretions vested in it by this Deed, has absolute and uncontrolled discretion as to the exercise of the powers, whether in relation to the manner or as to the mode of and time for the exercise of the powers, subject to the giving of any notice to the Trustee and the approval of or supervision by the Trustee wherever required. 17A Limitation of Liability of Members 17A.1 Except as expressly provided by this Deed, no Member is, by reason solely of being a Member or of the relationship created between that Member and the Trustee or the Manager, under any personal obligation to indemnify the Trustee or the Manager or _1 12

16 any creditor of them or of any of them in the event of there being insufficient Assets of the Scheme as compared with the liabilities to be met from those Assets. 17A.2 Subject to clause 17A.1, the rights (if any) of the Trustee or the Manager to seek an indemnity are limited to having recourse to the Assets of each relevant Investment Portfolio and do not extend to a Member in his or her personal capacity. 17A.3 On the winding up of the Scheme, no Member will have any liability to contribute to any shortfall in the Assets of each relevant Investment Portfolio. 18 Fees, costs and expenses 18.1 The Manager shall be entitled to be paid a reasonable annual fee in respect of each Member for the routine duties and responsibilities that it performs in respect of the Scheme as determined by the Manager from time to time in consultation with the Trustee, with any change to be notified to Members prior to such change taking effect Any fees, costs, charges and expenses payable to the Manager must be disclosed in writing to all Members before they join the Scheme provided that such disclosure may take the form of a general description of the ability of the Manager to charge or incur fees, costs, charges and expenses The amount that the Manager shall be paid in respect of a Member for the fees described in clause 18.1 shall be: % per annum of the value of the Member's Account (plus GST, if any) invested in the Default Investment Portfolio; and up to 1% per annum of the value of the Member's Account (plus GST, if any) invested in any other Investment Portfolio, such fees to be calculated at intervals and paid on a day agreed from time to time between the Trustee and the Manager. This clause is subject to clause 18.4 and the KiwiSaver Requirements The Manager shall be paid by each Member, in respect of the fees described in clause 18.1, a minimum fee of (as applicable): $40 per annum in relation to a Member s investment in the Default Investment Portfolio; and up to $50 per annum (as from time to time agreed between the Trustee and the Manager) in relation to a Member s investment in any other Investment Portfolio Notwithstanding clauses 18.3 and 18.4, the minimum fee described in clause 18.4 will not apply to a Member who paid or elected to pay the $500 fee described in clause of the Original Trust Deed prior to the date of this Deed The Manager may deduct the fees described in clause 18.1 from a Member's Account in a manner determined by the Manager The fees described in clause 18.3 may be increased to a rate no greater than 2% of the value of a Member's Account, where the Manager and Trustee agree that such fee be increased to cover additional costs that will be or are incurred by either or both _1 13

17 of them, provided the fee for the Default Investment Portfolio may only be increased by variation of the Instrument of Appointment The fees expressed in dollar terms in clause 18.4 may at the Manager s discretion be indexed at the end of every third Scheme Year using Statistics New Zealand s Consumers Price Index, provided the fee for the Default Investment Portfolio may only be increased by variation of the Instrument of Appointment The Trustee shall be entitled to a reasonable fee for the duties and responsibilities that it performs in respect of the Scheme as set out in this Deed, as are required of it in accordance with any law, and as may be further agreed between the Trustee and Manager from time to time, out of the Scheme Assets. The Manager may pay the Trustee's fee from the Manager's annual fee The Manager and the Trustee shall be entitled to be reimbursed, for all other costs, charges and expenses properly incurred in connection with or in relation to Scheme and that are not included in the fees payable under clauses 18.1 or 18.9 (as appropriate) in the following circumstances: the relevant party has consulted with the other party prior to incurring such cost, charge or expense; and a prudent professional trustee or manager would consider it reasonable to incur such cost, charge or expense in order to assist the Trustee or the Manager to comply with its respective obligations and duties under this Deed and at law, and any such costs, charges and expenses may be deducted by the Manager from the Member Account of the Member in respect of whom the costs were incurred or in accordance with clause Notwithstanding anything else in this Deed, the Manager may, with the Trustee's consent, charge any Member, or any group of Members, fees at a lower rate or amount than what is expressed anywhere in this Deed, or waive or rebate such fees to such Members Any fees, costs, charges and expenses detailed under clause 18 must be consistent with any limitations set out in the KiwiSaver Requirements. 19 Power of apportionment 19.1 The Manager shall determine whether any costs, expenses or charges incurred by, or reimbursement received by or payable to, the Scheme or an Investment Portfolio shall be apportioned between any two or more Member Accounts. The Manager shall in its discretion equitably apportion any such cost, expense or charge, or reimbursement, and every determination or apportionment shall be final and binding on all Members. 20 Accounts 20.1 The Manager shall ensure that: proper accounting records of, or relating to, the Scheme which comply with all applicable legislation are kept or caused to be kept; and _1 14

18 accounts and records relating to the Scheme are prepared and kept in a manner that will separately identify the components of the Scheme that are required to be separately identified or accounted for; and books of account and annual financial statements in respect of the Scheme are prepared in accordance with the requirements of the Trust Deed and the K. Act; and those annual financial statements are audited by an auditor; and before the annual financial statements are signed by the Manager and registered under the Financial Reporting Act 1993, a copy shall be provided to the Trustee within such period of time prior to signing as agreed between the Manager and the Trustee from time to time All references to accounts and records relating to the Scheme in this clause 20 shall be read to include, but not be limited to, each Investment Portfolio. 21 Reporting, personalised statements and other information 21.1 The Manager shall, in consultation with the Trustee, prepare an annual report and an annual return on the Scheme, and any reports and other information required under the Instrument of Appointment The Manager shall provide to each Member a personalised statement of contributions and accumulations in accordance with the K. Act The annual report, the annual return, each personalised statement, and any reports and other information required under the Instrument of Appointment shall include such matters and be provided to such persons and within such timeframes as may be required by the KiwiSaver Requirements and/or any other relevant legislation. 22 Related transactions 22.1 The Manager, on account of the Scheme, may invest or lodge any part of the Fund with any Related Company or Related Person of either the Manager or the Trustee, subject to any investment restrictions as may from time to time apply to the Fund, provided that such transactions are effected on commercial arm's-length terms The Manager shall be permitted to sub-delegate any of its duties and responsibilities to a Related Company or a Related Person at its own expense The Manager, the Trustee or any Related Company or Related Person of the Manager as the case may be shall not be liable to account to the Scheme or any Member for any profit or loss arising from any transaction entered into in accordance with clause 22.1 or clause 22.2, however this clause 22.3 shall not have the effect of exempting the Trustee or the Manager from, or indemnifying the Trustee or the Manager against, failing to meet the standards of care under clause 5.2 (in the case of the Trustee) and clauses 7.3 and 9.14 (in the case of the Manager) of this Deed. 23 Change of Scheme name 23.1 The Manager shall be entitled, with the consent of the Trustee (which shall not be unreasonably withheld), to change the name of the Scheme by way of a deed _1 15

19 amendment to the Trust Deed. Where the Scheme's name is changed pursuant to this clause, the Manager must give notice to the FMA in accordance with section 164 of the K. Act. The Manager must also notify all Members of the change of name as soon as reasonably practicable. 24 Fiduciary 24.1 The Manager acknowledges that it is a fiduciary for the Scheme's Members and in carrying out its obligations under this Deed will be subject to fiduciary duties. Amendment of Trust Deed 25 Power to amend Trust Deed 25.1 The Manager may by deed at any time, with the consent of the Trustee amend any part of this Deed subject to the requirements of and to the extent permitted under the K. Act. 26 Certificate of compliance 26.1 Before any amendment is made to this Deed, the Trustee shall give a certificate or obtain a certificate from the Trustee s solicitor as required by the K. Act and/or any other relevant legislation. 27 Copies to Financial Markets Authority 27.1 The Trustee shall ensure that a copy of the certificate under clause 26.1 and a copy of any amendment is lodged by the Manager with the FMA as required by the K. Act and/or any other relevant legislation. Winding up of the Scheme 28 Winding up of the Scheme 28.1 The Scheme shall be wound up if: the Manager notifies the Trustee in writing that the Scheme is to be wound up; or the Manager is of the opinion that the Scheme is or will be unable to fulfil its purpose and resolves that the Scheme should be wound up; or the Scheme ceases to have any Beneficiaries and the Manager resolves that the Scheme should be wound up; or the FMA orders that the Scheme be wound up in any of the circumstances specified under the K. Act; or the winding-up of the Scheme is otherwise required by any law or Court order _1 16

20 28.2 Immediately after the Winding Up Date: no further Persons shall be admitted as Members to the Scheme; and no further contributions shall be paid by Members or any Contributing Employer to the Scheme, except contributions that accrued before the Winding Up Date; and the Manager shall direct the Trustee to realise the Assets of the Fund, as soon as practicable, applying reasonable commercial commonsense. 29 Advice to FMA 29.1 The Manager shall notify the Trustee of a winding up resolution and the Trustee shall lodge a copy of the winding up resolution with the FMA within the timeframes required by the K. Act and/or any other relevant legislation. 30 Application of Fund 30.1 When the proceeds obtained from realising the Assets of the Fund have been received the Manager shall direct the Trustee to allocate the proceeds in the following order of priority: first, in allowing for all reasonable costs, fees, liabilities and expenses that have or will accrue in accordance with clause 18 in the winding up of the Scheme and the administration of the Scheme up to the Winding Up Date and any tax of the Scheme or of the Members; secondly, in providing for benefits payable under this Deed which had become payable prior to the Winding Up Date and then remain unpaid; and thirdly, in respect of each Member who at the Winding Up Date has any sum in their Member Account, the transfer of a benefit equal in value to this sum to another KiwiSaver Scheme in accordance with clause 30.4 below If in following the priorities of payment there is insufficient money to satisfy all the obligations above the amount of each benefit shall be reduced equitably and proportionately among all Members entitled to the benefits No Assets held in respect of the Member Account shall be used to pay any benefit or liability for any Member apart from the Member in respect of whom the Member Account is held All benefits payable to Members of the Scheme on a windup shall be paid subject to compliance with the K. Act, by way of transfer to another KiwiSaver Scheme and the provisions of clause 33 shall apply to all such payments The Manager shall provide, and the Trustee shall ensure that the Manager has provided, copies of final accounts and advice as to the manner in which the Assets of the Fund are to be distributed to such persons and within such timeframes as may be required by the K. Act and/or any other relevant legislation _1 17

21 31 Completion of distribution 31.1 The Manager shall, and the Trustee shall ensure the Manager has, to the extent required by any relevant legislation, informed the FMA of the date on which the distribution following a wind-up is completed. 32 Member Account 32.1 When a Member joins the Scheme, the Manager will open a Member Account for the Member with respect to the Scheme A Contributing Employer may contribute to the Scheme on behalf of a Member The Manager shall keep and update at such intervals as the Manager may determine a record in respect of each Member of all contributions made by the Member and in respect of the Member and Assets invested in from such contributions in the Member's Account in an Investment Portfolio. A Member's Account at any given date lists all money held with regard to the Member and all Assets held in Investment Portfolios with regard to such Member at the relevant time Money comes to a Member's Account and it is increased by: contributions paid by the Member or in respect of the Member by a Contributing Employer or another Person that have not been used by way of acquisition of Assets in an Investment Portfolio; plus amounts transferred into the Scheme from another superannuation scheme or into the Scheme from another KiwiSaver Scheme (as the case may be) in respect of the Member that have not been used in the acquisition of Assets; plus money received following the realisation of Assets in an Investment Portfolio; plus any amounts received from the Crown or other amounts received under the K. Act that have not been used by way of acquisition of Assets in an Investment Portfolio; plus income and cash returns from Assets in an Investment Portfolio and on money in the Member Account, not yet invested; plus any taxation rebates, refunds or other amounts received from the Inland Revenue or a taxation authority of another jurisdiction; plus any other rebate, refund or amount received by or payable to an Investment Portfolio which the Manager determines should be credited to the Member s Account Money leaves a Member Account and it is reduced by: withdrawal or benefit payments made to or at the direction of a Beneficiary; plus benefits transferred from the Scheme to another KiwiSaver Scheme at the request of the Member; plus amounts paid in the acquisition of Assets in an Investment Portfolio; plus _1 18

22 fees charged by the Manager that are to be paid by the Member and deducted from the Member Account; plus payment of the Member's share of any other fees, costs, expenses, liabilities or tax which the Manager determines are to be payable by the Member and deducted from the Member Account; plus the payment of any amount required by the K. Act; plus payment of any tax under clause 35. Transfers 33 Transfers to another KiwiSaver Scheme 33.1 Subject to the K. Act, if a Member becomes a member of another KiwiSaver Scheme the Manager shall, at the Member's request, or if the K. Act requires it, as provided under the K. Act transfer to the other scheme an amount equal in value to the Member's Account The Manager must, subject to the K. Act, receive written consent on acceptable terms from the Transferee Scheme The receipt from an authorised Person for the Transferee Scheme shall be a complete discharge to the Manager The Manager shall be under no obligation to see to the application of any amount transferred to a Transferee Scheme. 34 Transfers from another scheme 34.1 If any Member is entitled to a benefit from any other superannuation scheme or KiwiSaver Scheme the Manager may, at its discretion, accept a transfer amount from that other scheme The transfer amount is the amount which the trustee of the transferor scheme transfers to the Scheme on behalf of the Member If any transfer amount is paid into the Scheme it shall be added to the relevant Member's Account. General provisions affecting benefits 35 Payment of tax 35.1 The Manager shall if obliged by law deduct, or where necessary direct the Trustee to deduct, from any Beneficiary's benefit or from the relevant Member Account the amount of any tax assessed against or payable by or in respect of the Beneficiary or the Beneficiary's interest in the Scheme The Manager is authorised to direct the Trustee to realise Assets to the extent necessary to make payment of any such tax _1 19

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