Trust Deed for BT Lifetime Super

Transcription

1 Unexecuted consolidated working copy of the Trust Deed for BT Lifetime Super Compiled to incorporate amendments to 5 January 2015 Trust Deed for BT Lifetime Super BT Funds Management Limited (Trustee) MinterEllison L A W Y E R S AURORA PLACE, 88 PHILLIP STREET, SYDNEY NSW 2000, DX 117 SYDNEY TEL: FAX:

2 Table of Contents 1. DEFINITIONS 3 2. CONSTITUTION OF THE FUND UNITS CREATION, ISSUE AND CANCELLATION OF UNITS APPLICATION FOR UNITS CANCELLATION AND SWITCHING 18 6A. RELEASE AUTHORITIES VESTING OF INVESTMENTS NET VALUE OF THE FUND REGISTERS TRANSFERS MANAGEMENT OF THE FUND AGENTS AND DELEGATES WINDING UP OF THE INVESTMENT POWERS AND INDEMNITIES POWERS VOTING BY UNIT HOLDERS LIABILITY FOR INVESTMENTS AND PROXIES UNIT HOLDERS NOT TO VOTE RIGHTS OF UNIT HOLDERS INDEMNITY TRUSTEE COVENANTS 34 Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 1

3 22. GENERAL FEES COSTS AND EXPENSES RETIREMENT OF TRUSTEE AUDIT ACCOUNTS PAYMENT TO UNIT HOLDERS DISCHARGE OF TRUSTEE DETERMINATION OF THE FUND PROCEDURE ON TERMINATION ALTERATION OF TRUST DEED MEETINGS OF UNIT HOLDERS NOTICE OF MEETING CONSENT OR DIRECTION BY UNIT HOLDERS SPECIAL RESOLUTION EFFECT OF RESOLUTION VOTING AT UNIT HOLDER MEETING PROPER LAW AND NOTICES TAXATION SAVINGS RULE 46 Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 2

4 Trust Deed for BT Lifetime Super 1. DEFINITIONS 1.1 Headings shall not affect the construction of this Deed. 1.2 In this Deed unless there be something in the subject matter or context inconsistent therewith the expressions following shall have the following meaning. Accounts means: the accounts and statements required to be prepared under the SIS Act; and/or the accounts established and maintained by the Trustee in accordance with this Deed or any one or more of them; Accumulation Member means a Unit Holder in the BT Lifetime Personal Super Division. Acknowledgment means an acknowledgment issued by the Trustee each time a Unit Holder deals with the Unit Holder's investment in the Fund other than under rule 4.5. Approved Valuer means any person approved by the Trustee as being duly qualified to value any property comprised in the Fund. Asset Portfolio means a separate portfolio of assets and liabilities maintained within the Fund being a portfolio established under rule 2.2 or 2.4. Each Asset Portfolio is a Category A or Category B Asset Portfolio or a Category C Asset Portfolio unless otherwise indicated. Australian Bank has the same meaning as is ascribed thereto in the Corporations Act. Authorised Investments includes any Property, Insurance Policies, Futures Contracts and any secured and unsecured investments in, loans to or deposits with any person, corporation or fund, except as restricted by these Rules. BT Lifetime Super - Personal Super Division (or Personal Division ) means that part of the Fund which shall be governed by the provisions of the Deed in conjunction with the provisions Division A - the Allocated Pension Division Rules. BT Lifetime - Allocated Pension Division (or "Pension Division") means that part of the Fund which shall be governed by the provisions of the Deed in conjunction with the provisions of Division A - the Allocated Pension Division Rules. Business Day means any day on which Trading Banks are open for business in the State of New South Wales or any other day approved by the Trustee. Cancellation Price of a Unit on any day means: in respect of Category A Units, the Unit Value of that Category A Unit on that day less: (i) an amount not exceeding 2% of that Unit Value in respect of costs and disbursements, commissions, expenses, legal fees, brokerage and other costs incurred or expected to be incurred in realising investments of the Fund for the purpose of making payments due on cancellation of Category A Units in the Fund; Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 3

5 (ii) (iii) tax (including income tax), stamp duty, receipt duty, transaction or any like impost, state or federal, which may have become or may be payable in respect of or prior to or upon the cancellation, or, if applicable, the request to cancel or any amount otherwise payable by reason thereof (and which the Trustee shall promptly pay to the proper authority); and a "rounding down" sum not to exceed 1% of the Cancellation Price of that Unit; and in respect of Category B Units, the Unit Value of that Category B Unit on that day less: (i) (ii) (iii) an amount not exceeding 10% of that Unit Value in respect of costs and disbursements, commissions, expenses, legal fees, brokerage and other costs incurred or expected to be incurred in realising investments of the Fund for the purpose of making payments due on cancellation of Category B Units in the Fund; tax (including income tax), stamp duty, receipt duty, transaction or any like impost, state or federal, which may have become or may be payable in respect of or prior to or upon the cancellation, or, if applicable, the request to cancel or any amount otherwise payable by reason thereof (and which the Trustee shall promptly pay to the proper authority); a "rounding down" sum not to exceed 1% of the Cancellation Price of that Unit; and (iv) an exit fee determined in accordance with Rule 22B. subject to any adjustment made pursuant to rule 6.7. Cash includes cheque and bank cheque. Category A Asset Portfolio means an Asset Portfolio described in Rule 2.6 or declared to be a Category A Asset Portfolio under Rule 2.4. Category A Unit means a Unit issued or held in respect of a Category A Asset Portfolio. Category B Asset Portfolio means an Asset Portfolio that is declared to be a Category B Asset Portfolio by the Trustee under Rule 2.4. Category B Unit means a Unit issued in respect of a Category B Asset Portfolio. Category C Asset Portfolio means an asset portfolio established specifically for Pension Members and which is supported by the Retirement Pension Policy which is also declared by the Trustee to be an Asset Portfolio for the purposes of the Allocated Pension Division applicable to a Pension Member Class in relation to a Unit means the class of a Unit determined by reference to the Asset Portfolio represented by the Unit. Commencement Period means, in respect of a Unit referable to an Asset Portfolio established under rule 2.4, the period from the date on which the first application for Units of that Class is received by the Trustee until the next Valuation Date for Units of that Class. Company includes a corporation (as defined in the Corporations Act) or public body or authority or an instrumentality or agency of the Crown. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 4

6 Constitutional Corporation has the same meaning as in the SIS Act. Contributions Splitting Application means an application of the type referred to in regulation 6.44 of the Superannuation Industry (Supervision) Regulations Conversion Date means the date ten (10) Business Days after receipt by the Trustee of a request in accordance with rule 6.12 during the term of this Deed or such other days as may from time to time be determined by the Trustee. Corporations Act means the Corporations Act 2001 and includes any regulations made or issued under it. Debenture has the same meaning as it has for the purpose of the Corporations Act. Deed means the deed to which these rules are attached. Dependant has the same meaning as in the SIS Act. Division means a division of the Fund established under rule 2.7. Financial Year means the period of 12 calendar months commencing on the 1st day of July in each year during the period of the Fund PROVIDED THAT the first Financial Year shall be deemed to be the period commencing on the date hereof and ending on 30 June Fund or Trust Fund means the trust fund hereby constituted, the moneys paid or investments transferred in connection with the creation of Units pursuant to rule 5, and the investments from time to time of the trust fund hereby constituted, and the proceeds of sale of such investments or any part thereof, and any Cash or contributions or other funds in the hands of the Trustee or held on its behalf, whether awaiting investment or not, and all moneys recoverable or receivable by the Trustee, together with all additions or accretions (if any) thereto which may arise by any bonus or reconstruction or distribution received by the Trustee or its nominee or nominees, in respect of any investments held by them in accordance with the provisions of this Deed. Futures Contracts means a currency swap, an interest rate swap, a forward exchange rate contract or a forward interest rate contract notwithstanding that one of the parties to the same is an Australian bank (as defined in the Corporations Act) or a merchant bank and includes a contract traded on a Recognised Stock Market the effect of which is that: the parties will make an adjustment between them at a specified future time in a specified currency according to whether a specified bond rate, interest rate or bill rate at that time is greater or less than that bond rate, interest rate or bill rate (as the case may be) at the time of the making of the contract, the difference being determined in accordance with the business rules of the market, exchange or other place at which the contract is made; or the parties will make an adjustment between them at a specified future time in a specified currency according to whether a specified quantity of a specified commodity is worth more, or worth less, in that currency at that time than it was worth in that currency at the time of the making of the contract, the difference being determined in accordance with the business rules of the market, exchange or other place at which the contract is made; or the parties will make an adjustment between them at a specified future time in a specified currency according to whether a specified amount of another specified currency is worth more, or worth less, than the first mentioned currency at that time Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 5

7 (d) than it was worth in the first mentioned currency at the time of the making of the contract, the difference being determined in accordance with the business rules of the market, exchange or other place at which the contract is made; or the parties will make an adjustment between them at a specified future time in a specified currency according to whether a specified index figure of a Recognised Stock Market at that time is greater or less than that index figure at the time of the making of the contract, the difference being determined in accordance with the business rules of the market, exchange or other place at which the contract is made. GST means a goods and services tax, value added tax, consumption tax or similar tax or a tax on services only. Insured Benefit means an Insured Death Benefit or an Insured Disability Benefit. Insured Death Benefit means a benefit, or a part of a benefit, that is payable by a Life Insurer in respect of a Unit Holder under a Life Policy upon the death of the Unit Holder. Insured Disability Benefit means a benefit, or a part of a benefit, that is payable by a Life Insurer in respect of a Unit Holder under a Life Policy upon the Unit Holder becoming Totally Permanently Disabled. Land means land as defined in Section 5 of the Trustee Act 1925 of the State of New South Wales. Legal Personal Representative has the same meaning as it has for the purposes of the SIS Act. Life Policy has the same meaning as under the Life Insurance Act 1995 (Cth). Life Insurer means any insurer approved by the Trustee. Manager means the manager of an Underlying Investment. Member means a Unit Holder. Net Value of the Fund or any Asset Portfolio on any day ("the relevant day") means, if the relevant day is not a Valuation Date, the Net Value of the Fund or the Asset Portfolio (as the case may be) on the most recent Valuation Date, or, if the relevant day is a Valuation Date the amount by which the Value of the Fund or the Asset Portfolio (as the case may be) on the relevant day exceeds the aggregate of the following determined as at the relevant day in respect of the Fund or the Asset Portfolio (as the case may be):- (d) all sums owing by the Trustee including, without limiting the generality of the foregoing, sums owing for Tax payable by the Trustee; any charges or expenses accrued or unpaid and any provisions which in the opinion of the Trustee should be allowed for; such provisions against future losses, in respect of any investment of which the Value is in the opinion of the Trustee incorrect or cannot fairly or accurately be determined or for such other purposes as the Trustee thinks fit; such provision against bad or doubtful debts (then owing or which may at some future time become owing) as in the opinion of the Trustee is fair and reasonable; and Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 6

8 (e) such provision as in the opinion of the Trustee should be allowed for Tax, including realised capital gains and in respect of accretions of the Value of assets or investments of the Fund where such accretions are not yet realised. Non-Member Spouse means a person who is: the former Spouse of a Member; and a non-member spouse within the meaning of that term under Part VIIIB of the Family Law Act 1975; and in respect of whom the Trustee has received notice of a Payment Split to which the Trustee has not yet given effect. Offer Document means a document issued by the Trustee in accordance with Part 7.9 of the Corporations Act Payment means the payment for Units set out in rule 5.4. Payment Split has the meaning given to that term in Part VIIIB of the Family Law Act Prescribed Cancellation Time means 4:00pm Sydney time on a Business Day or such other time on a Business Day as the Trustee approves in relation to the lodgement of redemption requests but any change in the Prescribed Cancellation Time in relation to the lodgement of redemption requests to an earlier time shall only take effect if, by the date which the Trustee shall designate as the commencement date for such change, the Trustee has given no less than 30 days notice of such a change to all Unit Holders. Prescribed Time means such time as determined by the Trustee from time to time. Property includes any real and personal property, and any estate or interest in any property, real or personal, any debt, and any thing in action, and any claim or demand, and any other right or interest, whether in possession or not, including any interest or right to participate, whether enforceable or not and whether actual, prospective or contingent, in any profits, assets or realisation of any fund. Recognised Stock Market means any market which brings buyers and sellers of Authorised Investments together for the purposes of buying and selling those Authorised Investments including without limitation any stock exchange, options market or futures market or other market in which bargains are made on a trading floor or by direct contact between buyer and seller, (or their respective agents) or a market which is made by means of listing (by electronic or other means) prices at which Persons are willing to buy or sell Authorised Investments provided that such market operates in concurrence with the laws of the country in which it is situate and provided further that in the case where an Authorised Investment is quoted on more than one Recognised Stock Market in relation to that Authorised Investment means the Recognised Stock Market nominated by the Trustee. Register means the register of Unit Holders maintained under rule 9. Regulatory Authority means the Australian Prudential Regulation Authority, the Australian Securities and Investments Commission and/or the Australian Taxation Office or any other person or body appointed under any Superannuation Law who is empowered under that legislation or some other legislation to exercise any discretion, give any consent or approval or otherwise give effect to and administer the Superannuation Law. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 7

9 Related Corporation means a related body corporate within the meaning of that expression under the Corporations Act. Release Authority has the same meaning as described in the Income Tax Assessment Act Relevant Financial Year has the meaning given to that term in regulation 6.40 of the Superannuation Industry (Supervision) Regulations RITC means an amount credited to the Fund in respect of a GST payment. Registrable Superannuation Entity has the same meaning as in the SIS Act. Rules means the rules and schedules forming part of the Deed. Securities System means the system known as Austraclear Limited or any securities title transfer and/or holding system which operates by any physical means, by an electronic medium or by any custom and which is located in Australia or elsewhere and includes any clearing agency which acts as a securities depository or a bank entry system for the central handling of any Authorised Investments. Selling Price of a Unit, on any day ("the relevant day") means subject to the provisos hereto and subject to any adjustment made pursuant to rule 5.5: in respect of Category A Units, the sum of: (i) (ii) (iii) (iv) the Unit Value of that Category A Unit on the relevant day; an amount not exceeding two percent (2%) of that Unit Value in respect of costs and disbursements, commissions, expenses, legal fees, brokerage and other costs incurred or expected to be incurred in connection with the conversion of application moneys into Authorised Investments pursuant hereto; an initial service fee determined in accordance with rule 22A; and the amount of any stamp duty, receipt duty, transaction tax or any like impost, State or Federal, which may be payable on or in respect of applications for or the creation or issue of Category A Units or in connection with the conversion of application moneys into Authorised Investments pursuant hereto, PROVIDED THAT the Selling Price may be made up to the nearest one quarter cent above the price so calculated AND PROVIDED FURTHER THAT the Trustee may at its discretion determine not to include any one or more of the amounts referred to in paragraphs (i), (ii) or (iii) above in the calculation of the Selling Price in respect of any Category A Unit or Units; and in respect of Category B Units, the sum of: (i) (ii) (iii) the Unit Value of that Category B Unit on the relevant day; an amount not exceeding 10% of that Unit Value in respect of costs and disbursements, commissions, expenses, legal fees, brokerage and other costs incurred or expected to be incurred in connection with the conversion of application moneys into Authorised Investments pursuant hereto; the amount of any stamp duty, receipt duty, transaction tax or any like impost, State or Federal, which may be payable on or in respect of applications for or Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 8

10 the creation or issue of Category B Units or in connection with the conversion of application moneys into Authorised Investments pursuant hereto, PROVIDED THAT the Selling Price may be made up to the nearest one quarter cent above the price so calculated AND PROVIDED FURTHER THAT the Trustee may at its discretion determine not to include any one or more of the amounts referred to in paragraphs (i), (ii) or (iii) above in the calculation of the Selling Price in respect of any Category B Unit or Units. Share includes ordinary preferred deferred contributing and any other class of shares stocks debentures (convertible or otherwise) debenture stock (convertible or otherwise)unsecured notes (whether registered or not) option certificates rights letters of allotment and variable interest stock bonds or obligations. SIS Act means the Superannuation Industry (Supervision) Act 1993 and includes any regulations and prudential standards made or issued under it. Splittable Contribution in relation to rule 5B.1 has the meaning given to that term in regulation 6.40 of the Superannuation Industry (Supervision) Regulations Spouse has the same meaning as in the SIS Act. Stock Exchange means Australian Securities Exchange Limited or any other stock exchange approved by the Trustee. Stock Exchange Quotations means such of the following as may from time to time be decided upon by the Trustee: (d) the list of official quotations from the latest call of the relevant Stock Exchange immediately prior to the calculation of the Value of the relevant investment; the list of stock market quotations from the latest call of the relevant Stock Exchange as supplied by A.A.P. Reuters Economic Services or a Bridge Data Services or any equivalent service immediately prior to the calculation of the Value of the relevant investment; the list of "Post" transactions on or in connection with the relevant Stock Exchange; and any other publication of the prices at which Authorised Investments which are listed for quotation on a Stock Exchange are offered or bid for or sold or purchased on or in connection with the relevant Stock Exchange. Successor Fund has the meaning attributed to it under the Superannuation Law. Superannuation Fund has the same meaning as it has for the purposes of the SIS Act. Superannuation Law means: the Superannuation Industry (Supervision) Act 1993 and any regulations, prudential standards, declarations or other instruments made or issued under that Act or any of the laws referred to in or below, or any other legislation that replaces or is additional to it in controlling the operation of superannuation; the Occupational Superannuation Standards Act 1987 and Regulations, the Income Tax Assessment Act 1936, the Income Tax Assessment Act 1997 or any other law or requirement imposed by the Regulatory Authority which must be satisfied by a Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 9

11 superannuation fund in order to qualify for the maximum available tax concessions; and any other present or future law of the Commonwealth of Australia or any state or territory of Australia which the Trustee may determine to be a Superannuation Law for the purposes of these Rules. Tax includes all income tax (including any tax on the disposal of assets or investments), withholding tax, stamp, financial institutions and other duties, bank accounts debits tax and other taxes, levies, imposts, deductions and charges whatsoever (including in respect of any duty imposed on receipts or liabilities of financial institutions, any amounts paid in respect thereof to another financial institution) together with interest thereon and penalties with respect thereto (if any) and charges, fees or other amounts made on or in respect thereof. Tax Act means the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, and includes any enactment amending or replacing the same. Tax Acts means the Tax Act, the Taxation Rating Acts, the Taxation Administration Act 1953 and any other Commonwealth Tax legislation as amended or enacted from time to time and any regulations enacted, promulgated or made thereunder. Total and Permanent Disablement in respect of a Unit Holder has the meaning which it is given under the Life Policy issued by the Life Insurer applicable to that Unit Holder, and "Totally Permanently Disabled" has a corresponding meaning. Trustee Securities means any investments in which trustees for the time being are authorised by the laws of any State or Territory of the Commonwealth of Australia to invest trust moneys. Underlying Investment means a managed investment scheme (as defined in the Corporations Act) in which the Trustee invests the assets of an Asset Portfolio. Unit means an undivided part or share in the Fund as provided in rule 3 and includes: where the context allows, a fractional Unit created pursuant to rule 3.4; and both Category A Units, and Category B Units unless otherwise indicated. Unit Holder means: the person for the time being registered under the provisions of this Deed as a holder of a Unit and any person or persons having title to a Unit in accordance with rule 10.2; and includes a Pension Member; Units in Issue means all Units issued and not cancelled and when used in respect of a Class of Units means all Units of that Class issued and not cancelled. Unit Value of a Unit in a Class on any day ("the relevant day") means, subject to rule 5.6, the quotient derived after dividing the Net Value of the relevant Asset Portfolio on a Valuation Date by the number of Units in Issue on the relevant day or if the number of Units in Issue cannot be reasonably ascertained by the Trustee on that Valuation Date, on the immediately preceding Business Day. Value when used in respect of an asset on any day ("the relevant day") means, if the relevant day is not a Valuation Date, the Value of that asset on the most recent Valuation Date, or if the relevant day is a Valuation Date:- Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 10

12 in relation to any asset of the Fund not being a Share listed on a Stock Exchange or Futures Contract the fair market value thereof as fixed by the Trustee and includes the value of any dividends, interest, rents and other income from the investments of the fund accrued but not paid but, less, if the Trustee so determines, a provision for the estimated cost of sale of each such asset comprising such part of the Fund; in relation to Shares listed on a Stock Exchange, on the relevant day, the last sale price thereof according to Stock Exchange Quotations on such date or the nearest preceding day on which the Stock Exchange was open for business, or the price which in the opinion of the Trustee would be obtained if the relevant shares were offered for sale on the basis of previously quoted seller prices, buyer prices and sale prices for the same shares or the amount certified by a firm of stockbrokers nominated by the Trustee (being members of an appropriate Stock Exchange) to be the fair value of the shares PROVIDED THAT in the case of an exchange of shares for Cash, the Value shall where a contract note exists, be the contract note price (provided that the date of the contract note is not more than four (4) Business Days earlier than the date on which the Value is to be ascertained); in relation to a Futures Contract: (i) (ii) if it is quoted on a Recognised Stock Market, the net profit or loss (after allowing for the aggregate value of deposits, margin payments, costs and other disbursements in respect of the acquisition or disposal of such Futures Contract) which would have been realised in respect of that investment by executing a transaction at the official closing quotation of the Recognised Stock Market on that date in order to eliminate the Authorised Investment from the investments of the Fund; and if it is not quoted on a Recognised Stock Market, the net profit or loss (after allowing for the aggregate value of deposits, margin payments, costs and other disbursements in respect of the acquisition or disposal of such Futures Contract) which would have been realised in respect of that investment by executing a transaction at the most recent sale price of such Futures Contract at that time relating to a unit of measurement in which the quotation is made in order to eliminate the Authorised Investment from the investments of the Fund, subject only to such adjustments as an Approved Valuer in his discretion considers necessary, PROVIDED THAT if the Trustee in its absolute discretion forms the opinion that the value so determined is not a true reflection of the Value of the relevant Authorised Investments the Trustee may cause an Approved Valuer to certify the amount (if any) which in his opinion is the fair value of those Authorised Investments and the value as certified shall be deemed to be the Value. in relation to the Category C Asset Portfolio, the value of the underlying units held in the Retirement Pension Policy; and making consequential punctuation changes. Value when used in respect of the Fund or any Asset Portfolio means on any day ("the relevant day") the aggregate of the Value on the relevant day of the assets comprising the Fund or the Asset Portfolio (as the case may be) but the Value of the Fund or any Asset Portfolio shall not include Cash or Authorised Investments held in respect of application Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 11

13 monies received by the Trustee on the relevant day or an amount equal to the amount that has become payable to Unit Holders upon the redemption of Units on the relevant day. Valuation Date in relation to the Fund or any Asset Portfolio means any day on which the Trustee causes the Net Value of the Fund or the Asset Portfolio to be determined pursuant to rule 8. Year of Income has the same meaning as for the purposes of the Tax Act. 1.3 Notwithstanding anything herein contained or implied to the contrary if at any time there is only one Unit Holder all references to "Unit Holders" or "holders of Units" shall, to the extent necessary to permit the provisions of this Deed to take effect be construed as if such Unit Holder were two or more Unit Holders. 1.4 Save where the context otherwise requires, all references in the Rules to other provisions of the Rules shall be deemed to be references to such other provisions as modified from time to time under the provisions of this Deed. 1.5 Words importing the masculine gender shall include the feminine and neuter gender, the plural shall include the singular and references to bodies corporate shall include persons and vice versa and wherever any Act or Statute is referred to the reference shall be deemed to include every amendment or re-enactment thereof and every Statute substituted therefor. 2. CONSTITUTION OF THE FUND 2.1 The Trustee declares that it shall hold the Fund upon trust for the Unit Holders subject to and upon the terms of the Deed. Asset Portfolio 2.2 At the commencement of the Fund, the Fund will include the following Asset Portfolios: (d) (e) (f) (g) (h) Managed; Capital Stable; Capital Secure; Australian Share; International Share; Property Securities; Australian Bond; and Global Bond. 2.3 The Trustee must maintain the Asset Portfolios in such a way as to identify the assets and liabilities of the Fund which are attributed to each Asset Portfolio. New Asset Portfolios 2.4 The Trustee may establish a new Asset Portfolio by: resolving to establish the new portfolio; naming the new portfolio; and declaring that the new portfolio will be either a Category A Asset Portfolio, a Category B Asset Portfolio or a Category C Asset Portfolio. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 12

14 2.5 The Trustee may change the name of any Asset Portfolio. 2.6 The Asset Portfolios created prior to 17 March 2000 are Category A Asset Portfolios. Establishment of Divisions 2.7 The Fund may be divided into a number of divisions which shall exist as parts of the Fund but not as separate superannuation funds. Existing Divisions 2.8 The Fund consists for the time being of: the BT Lifetime - Personal Super Division; and the BT Lifetime - Allocated Pension Division. Governing Provisions of Division 2.9 The BT Lifetime - Personal Super Division shall be governed by the provisions of the Deed other than those provisions which relate specifically to another Division; and The BT Lifetime - Allocated Pension Division shall be governed by the provisions of the Deed in conjunction with the provisions of the Allocated Pension Division Rules. Administering a Division 2.10 In administering a Division, the Trustee may apply the relevant provisions of the Deed relating to the valuation of the Fund to that Division for the purposes of administering that Division. Conflict or Inconsistency 2.11 Where there is a conflict or inconsistency between the provisions of the Deed (other than those contained in a Division) and of a Division, the provision of the Division shall prevail to the extent of the conflict or inconsistency except: (aa) if the provisions of the Deed or Division otherwise specifically stipulate; as set out in rule 2.11A below; or the Trustee in its absolute discretion determines otherwise. 2.11A Despite anything expressed or implied to the contrary in any other provision of this Deed, the provisions of rule 11.3 override all other provisions of this Deed. Dual Membership 2.12 The Trustee may, in its absolute discretion, allow a person to become both a Pension Member and an Accumulation Member (a "Dual Member"). A person who has been accepted as a Dual Member is subject to the provisions of the Rules that respectively apply in relation to Pension Members and Accumulation Members. Where there is a conflict or inconsistency between the provisions relating to such Members the provisions of rule 2.11 will apply. The Trustee may, in its absolute discretion, terminate one of the categories of membership held by a Dual Member. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 13

15 3. UNITS 3.1 The beneficial interest in the Fund may be divided into Units. 3.2 Each Unit shall confer an undivided interest in the Fund. A Unit does not confer any interest in any particular asset of the Fund. 3.3 All Units in a Class have an equal value. 3.4 The Trustee may at any time in its discretion: divide a Unit into any number of Units provided the division does not change the ratio of Units of a Class held by any Unit Holder to the Units in Issue of that Class; create a fractional unit in hundredth parts by receiving or appropriating for that purpose an amount less than one dollar ($1.00) or canceling a part of a whole Unit and such fractional unit shall carry with it the rights and obligations which attach to a whole unit mutatis mutandis and limited to the proportion of those rights and obligations which the number of hundredths in such fractional unit bear to one. 3.5 In relation to the BT Lifetime - Allocated Pension Division, references in this Deed to "Units" in Specified Rules shall be deemed to refer to a Pension Member's interest in the BT Lifetime - Allocated Pension Division as if the references to "Units" referred to units in the underlying Retirement Pension Policy attributable to the Pension Member. 3.6 For the purposes of rule 3.5, "Specified Rules" mean rules 5, 6, 9, 10, 30, 31, 32, 34, 35 and 37 or such other rule as may be determined by the Trustee from time to time for the purposes of this rule CREATION, ISSUE AND CANCELLATION OF UNITS 4.1 Subject to rule 4.4 hereof, the Trustee may accept applications for Units subject to the conditions hereinafter appearing in such manner as it shall from time to time determine. 4.1A If an application for Units is received by the Trustee before the Prescribed Time on a Business Day, Units will, if the application for Units is accepted by the Trustee, be deemed to be created on that Business Day. If an application for Units is received by the Trustee at or after the Prescribed Time on a Business Day, or on a day which is not a Business Day, Units will, if the application for Units is accepted by the Trustee, be deemed to be created on the next following Business Day. 4.2 The Trustee may at any time and from time to time fix a minimum number of Units to be applied for. 4.3 The Trustee shall not be bound to accept any application for Units and may at any time and from time to time fix a maximum number of Units which may be held by any Unit Holder. 4.4 The Trustee may accept any application for Units where the moneys submitted in payment therefore constitute amounts that are able to be transferred or contributed to Superannuation Funds under the SIS Act. 4.4A Subject to Superannuation Law, the Trustee may admit a Non-Member Spouse as a Member without the need for a Non-Member Spouse to make an application for Units. 4.4B The Trustee may treat all or any part of the proceeds of a Member s Units which are cancelled pursuant to rule 6.20 as moneys submitted in payment for Units by the Non-Member Spouse. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 14

16 Easy investment plan 4.5 The Trustee may agree with the Unit Holder that a regular amount is to be applied to acquire Units ("Easy investment plan"). If so: the Trustee may set the maximum and minimum frequency of those amounts; the Trustee may set the minimum amounts to be applied (and this may be different to the minimum set in rule 4.2); unless otherwise agreed, the regular amount is increased: (i) (ii) as from a day during the Financial Year which the Trustee considers appropriate; and according to an inflation index which the Trustee considers appropriate. 4.6 If no amounts are received under rule 4.5 for a 12 month period, then the Easy investment plan ceases. 4.7 A Unit Holder may cease an Easy investment plan in the manner determined by the Trustee. 5. APPLICATION FOR UNITS 5.1 The first assets and liabilities received into the Fund will be the assets and liabilities transferred from the BT Lump Sum Fund as at 1 January The first Unit Holders will be the investors of the BT Lump Sum Fund transferred to the Fund as at 1 January For the purpose of allocating initial Units to those first Unit Holders: each Unit Holder will be allocated the same number of Units of the equivalent Class to that held by the Unit Holder in the BT Lump Sum Fund immediately before transfer; the initial value of each of those Units will be the same as the value of the equivalent unit in the BT Lump Sum Fund. 5.4 Payment for Units ("Payment") may be made to the Trustee: in Cash; or by other transfer to the Trustee of assets (i) (ii) approved by the Trustee; and whose value is determined by the Trustee; or by electronic transfer of funds from an account of the person making the payment to the account nominated by the Trustee. 5.5 Upon the acceptance of an application for Units, additional Units of the Class or Classes specified in the application shall ipso facto be created and shall be registered in the name of the applicant as Unit Holder. The number of additional Units of a Class created shall be equal to the number calculated by dividing the amount of the Payment paid in relation to that Class of Units as specified in the application (less any other amount including Tax which the Trustee considers is or is likely to be payable in respect of the Payment and which is appropriate to provide for out of the Payment) by the Selling Price of that Class on the applicable Business Day (determined without taking account of any additions to the Fund on the applicable Business Day by way of payments for Units) PROVIDED THAT Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 15

17 if any Payment is dishonoured or for any reason is not subsequently cleared, the Units issued are to be cancelled and are not deemed to have been issued; PROVIDED FURTHER THAT the Trustee may in its absolute discretion adjust (up or down as the case may be) the value of Units allocated in respect of an Asset Portfolio. The adjustment shall be an amount up to such amount as the Trustee determines is the difference between the value of the units allocated on the applicable Business Day and the value of the same number of units in the Underlying Investment in which the Units of the Asset Portfolio are invested. The value of such units in the Underlying Investment means the value received from the Manager of that Underlying Investment or otherwise determined by the Trustee. 5.6 Notwithstanding any other provision of this Deed, for the sole purpose of calculating the Selling Price, the Unit Value in respect of a Unit applied for and allotted prior to expiration of the Commencement Period in respect of that Unit shall be one dollar ($1.00) of Australian currency. 5.7 So much of the Payment received into the Fund in respect of an application as is specified in that application to be in payment for Units of a particular Class will be attributed to the Asset Portfolio for that Class. 5.8 Nothing in this rule 5 shall affect the issuing of Units pursuant to rule 6.14 hereof. 5A INSURED BENEFITS 5A.1 A Unit Holder may request the Trustee to obtain Insured Death Benefits, or Insured Death Benefits with Insured Disablement Benefits, under a Life Policy in respect of the Unit Holder, or to vary the amount or type of Insured Benefits currently held in respect of the Unit Holder. The request must be in a form acceptable to the Trustee. 5A.2 The Trustee shall apply to the Insurer for the issue of a Life Policy or for additional coverage under an existing Life Policy in order to provide Insured Benefits of such type and amount as the Unit Holder may specify and the Trustee has approved, as soon as it is reasonably practicable to do so. 5A.3 Any Insured Benefit shall be subject to the terms of the Life Policy under which it is provided. The Life Insurer shall determine pursuant to the Life Policy whether and if so on what terms and to what extent it will provide an Insured Benefit. 5A.4 If the Life Insurer declines to provide any Insured Benefit then the Trustee shall not be required to arrange any other or alternative Life Policy to provide the Insured Benefit. 5A.5 The Trustee shall advise a Unit Holder of the Insured Benefits insured or declined for insurance under a Life Policy with the Life Insurer. 5A.6 The Trustee shall only be required to effect or maintain a Life Policy in accordance with its terms. 5A.7 In respect of any Insured Benefit, the obligations of the Trustee under this rule shall be conditional upon the Unit Holder submitting to such medical examination and providing such information as the Life Insurer requires. 5A.8 If the Trustee effects or seeks to effect a Life Policy or an increase in the cover provided by a Life Policy with the Life Insurer in respect of an Insured Benefit and: the Life Insurer refuses to provide or increase the cover under the Life Policy in respect of a Unit Holder on its standard terms; or Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 16

18 the Life Insurer for any reason whatsoever fails to provide, increase or maintain or reduces, terminates or withholds insurance or does not admit or defers a claim in whole in or in part, then the Insured Benefit in respect of which the Life Policy has been or would have otherwise have been effected shall be the amount actually paid by the Insurer to the Trustee, reflecting the extent to which the Life Policy or cover under the Life Policy has not been effected on standard terms or has otherwise not been obtained, increased or maintained or has been reduced, terminated or withheld or in respect of which a claim is not admitted or is deferred, and the Trustee may adjust any affected benefit in such manner as the Trustee considers appropriate in effecting such a reduction. 5A.9 If any of the events specified in clause 5A.9 occur the Trustee shall forthwith give written notice of such event to the Unit Holder but the Trustee shall not be bound to seek an alternative Life Policy with the same or another Insurer or, if it does decide to seek an alternative Life Policy, it may limit that search to such Life Insurer as it sees fit. 5A.10 If Units are cancelled pursuant to rule 6 prior to the establishment of Insured Benefits in respect of the person, then the Trustee may: itself hold the monies received in a suspense account established for that purpose; or pay the monies to the Life Insurer to be held by it in a suspense account established for that purpose. If for any reason the Insured Benefits are not effected by the Trustee in respect of that person, the Trustee shall repurchase Units in the one or more Classes of Units from which Units were cancelled to fund the premium for the Insured Benefits within two months of the date on which the Trustee becomes aware that the Insured Benefits will not be issued in respect of that person. The Trustee shall not be required to pay interest or income on the monies used to repurchase Units for the period between cancellation of the Units and repurchase of the Units. 5A.11 The number of Units of a Class created pursuant to Rule 5A.10 shall be equal to the number calculated by dividing the repurchase amount in respect of the Class of Units (less any amounts set out in paragraphs or (d) of the definition of "Selling Price" and less any other Tax which the Trustee considers is or is likely to be payable in respect of the repurchase and which is appropriate to provide for out of the repurchase amount) by the Unit Value of Units of that Class on the applicable Business Day (determined without taking account of any additions to the Fund on the applicable Business Day by way of payments for Units). 5B CONTRIBUTIONS SPLITTING 5B.1 Subject to Superannuation Law: a Member (other than a Pension Member) may, in a Financial Year, apply to the Trustee in the form of a Contributions Splitting Application, to roll over, transfer or allot an amount of benefits, for the benefit of the Member s Spouse, that is equal to all or part of the Splittable Contributions made by, for or on behalf of the Member in the Relevant Financial Year; and the Trustee may accept the Contributions Splitting Application from the Member and in doing so, may impose any conditions it considers appropriate. 5B.2 For the avoidance of doubt, the application referred to in rule 5B.1 is not an arrangement by which the Member s interest in the Fund is subject to a Payment Split. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 17

19 6. CANCELLATION AND SWITCHING Cancellation 6.1 A Unit Holder may cancel Units by written request to the Trustee: in any form and subject to any terms and conditions which the Trustee determines is acceptable, including by telephone or by electronic means; so long as the number of Units or the amount requested: (i) (ii) is greater than any minimum set by the Trustee; and will not take the value of the remaining Units of a Unit Holder below any minimum set by the Trustee. 6.2 The Trustee may cancel the Units of a Unit Holder when the holding of a Unit Holder or amount held by a Unit Holder becomes less than the minimum number or amount: set by the Trustee; specified in the SIS Act as the amount below which the Trustee must not allow a Unit Holder to withdraw an amount (excluding management and exit charges) unless the withdrawal is necessary to close the Unit Holder's account. 6.2A The Trustee may cancel Units of a Unit Holder as may be needed to pay the following in respect of establishing and maintaining Insured Benefits for a Unit Holder: 6.3 Upon: the cost of the premiums in respect of all Insured Benefits, including renewal premiums; an amount in respect of costs and disbursements, commission, expenses, legal fees, brokerage and other costs incurred or expected to be incurred in connection with the establishment or maintenance of the Insured Benefits; and the amount of any stamp duty, receipt duty, transactions tax or any like impost, State or Federal, which may be payable on or in respect of applications for the establishment or maintenance of Insured Benefits or in connection with the cancellation of Units to pay the costs of, or in connection with, the establishment or maintenance of Insured Benefits in respect of a Unit Holder, PROVIDED THAT the Trustee may at its discretion determine not to include any one or more of the amounts referred to in paragraphs and above in the calculation of the number of Units to be cancelled to pay for Insured Benefits in respect of a Unit Holder. a request being made under rule 6.1; or the holding or amount of a Unit Holder becoming less than the minimum in rule 6.2; or the Trustee receives notice of having become liable to pay any amount referred to in rule 6.2A, in respect of any Units the relevant Unit Holder shall have no right or power to deal with those Units. However, if prior to the Trustee satisfying the request a Unit Holder wishes to withdraw that request, the Trustee may, at its discretion, treat the request as cancelled. 6.4 If the relevant event referred to in rule 6.3 occurs before the Prescribed Cancellation time on a Business Day the request will be taken to the received on that Business Day. If the relevant Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 18

20 event occurs on or after that time, or at any time that is not during a Business Day, it will be taken to have been received before the Prescribed Cancellation Time on the next Business Day. 6.5 The cancellation shall be effected no later than the thirtieth (30th) day after the day on which the relevant event referred to in rule 6.3 occurs by the Trustee PROVIDED THAT when application moneys for Units have been paid and such payment has not been honoured and the proceeds thereof have not been received by the expiration of the said period of thirty days, the Trustee may notwithstanding rule 6.1 at its sole discretion refuse to cancel such Units until the Business Day upon which such payment has been honoured and the proceeds thereof received. 6.6 Unless rules apply, no request for cancellation of Units shall be accepted by the Trustee after a resolution in accordance with rule 29 of this Deed shall have been passed, and on the passing of such a resolution, any rights arising out of or in connection with a request for cancellation lodged with the Trustee prior to the passing thereof and which the Trustee has not complied with, and was not under the terms of this Deed required to comply with, prior thereto shall immediately cease and no rights shall thereafter arise out of or in connection with any such application. 6.7a On the cancellation of the whole or a part of a holding pursuant to a request received in accordance with rule 6.1, the Trustee shall in respect of each Unit comprised in the request pay or cause to be paid to the Unit Holder the relevant Cancellation Price of that Unit. 6.7b The Trustee, may in its absolute discretion, adjust (up or down as the case may be) the amount paid to a Unit Holder on the cancellation of Units. The adjustment shall be an amount up to such amount as the Trustee determines is the difference between the value of the Units cancelled on the day which applies under rules 6.4 and 6.5 and the value of the same number of units in the Underlying Investment in which the Units of the Asset Portfolio are invested. The value of such units in the Underlying Investment means the value received from the Manager of that Underlying Investment or otherwise determined by the Trustee. 6.8 Notwithstanding any other provision of this rule (other than rule 6.6) the Trustee shall, on the day (or if that day is not a Business Day on the Business Day immediately prior to any day) by which the SIS Act requires the benefit of a Unit Holder be paid, cancel all Units held by that Unit Holder on the relevant date by paying to the Unit Holder on the relevant date the amount calculated in accordance with rule 6.7 hereof in respect of the Units so cancelled together with any other moneys then payable by the Trustee to that Unit Holder in respect of any Units cancelled prior to the relevant date. Death Benefits 6.8A Member Direction or Request A Member may: give a direction ("Direction"); or make a request ("Request") to the Trustee that if upon the death of the Member, a Death Benefit becomes payable in respect of the Member, then all or a specified part of the Death Benefit be paid to one or more dependants nominated by the Member (each a "Nominated Beneficiary"). 6.8B Effect of Nomination The Trustee: Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 19

21 in the case of a Direction, is required to accept a nomination of a Nominated Beneficiary where the Direction is in accordance with the SIS Act and is otherwise valid; and in the case of a Request, is not required to accept a nomination of a Nominated Beneficiary. 6.9 Nomination Procedures 6.9A The decision of the Trustee as to the effect, validity or the terms or conditions of any Request or Direction given by a Member under this clause or the identity of any Nominated Beneficiary shall be final and binding on all persons who may have a claim or entitlement to a Death Benefit or part of a Death Benefit in relation to which the Request or Direction is determined by the Trustee to relate. 6.9B Notwithstanding any other provision of this deed (other than rule 6.6), in the event of the death of a Member, the Trustee shall cancel all the Units held by the Member and pay them pursuant to the following provisions of this rule: (d) if the Trustee has received a Direction: (i) (ii) if the Trustee: (i) (ii) which complies with the requirements of the SIS Act and is otherwise valid, the Trustee shall pay the Death Benefit or the specified part of the Death Benefit to the Nominated Beneficiary or Beneficiaries concerned; which is not witnessed, the Trustee shall pay the Death Benefit or the specified part of the Death Benefit in accordance with clause 6.9B(ii); has accepted a Request by a Member relating to one or more Nominated Beneficiaries under this rule, then if the relevant Nominated Beneficiary survives the Member by more than 30 days or such other period as the Trustee and the Member may agree; or has received a Direction by a Member of one or more Nominated Beneficiaries but the Direction has not been witnessed; the Trustee may pay (but shall not be required to pay) the Death Benefit or the specified part of the Death Benefit to the Nominated Beneficiary concerned; if a Member has not given a Direction or Request to the Trustee the Trustee must pay the Death Benefit to the Legal Personal Representative of the Member; if: (i) (ii) the Trustee has not paid the whole or any part of the Death Benefit under paragraph ;or the Trustee has received a Request or Direction which does not nominate persons who are eligible to receive a Death Benefit in accordance with the SIS Act; the Trustee shall pay the whole or the remaining part of the Death Benefit to such one or more of the Member's Dependants and his or her Legal Personal Representative as the Trustee in its absolute discretion determines. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 20

22 (e) (f) if a Death Benefit is payable to the Legal Personal Representative of a Member pursuant to paragraph and the Trustee has not been able to locate a Legal Personal Representative of the Member, the Trustee may pay the whole or the remaining part of the Member s Death Benefit to: (i) (ii) those Dependants; or if none, to any other person, who would have received the residue of the estate of the Member had probate or letters of administration been granted; and payment of a Death Benefit in accordance with this clause shall constitute a complete and absolute discharge of the Trustee to pay that Death Benefit or that specified part of the Death Benefit under this Deed "Death Benefit" means: the amount calculated according to rule 6.7 in respect of the Units so cancelled; any other moneys payable by the Trustee to the Member in respect of any Units cancelled before the death of the Member; and any Insured Death Benefits payable by the Life Insurer in respect of the death of the Member. Total Permanent Disablement Benefit 6.10A Notwithstanding any other provision of this rule (other than rule 6.6), in the event of the Total Permanent Disablement of a Unit Holder, the Trustee shall pay the proceeds of any Insured Disability Benefit that it receives into the Fund in respect of the Unit Holder: if the Unit Holder is able to give the Trustee a good discharge, by: (i) (ii) converting those proceeds into additional Units for the Unit Holder according to rule 5.5, if the Unit Holder gives the Trustee a direction to do so, in which case the direction will take the place of the application required to be made by the Unit Holder; or payment of those proceeds to the Unit Holder; or if the Unit Holder is not able to give the Trustee a good discharge, by payment of those proceeds to the Legal Personal Representative of the Unit Holder upon production of sufficient evidence to satisfy the Trustee that that person is entitled to be paid the benefits in respect of the Unit Holder. A receipt from that person is a good discharge to the Trustee for benefits paid in respect of the Unit Holder. 6.10B In the event that the Trustee is prevented by the SIS Act from paying the proceeds of any Insured Disability Benefit received into the Fund in respect of a Unit Holder according to rule 6.10A, the Trustee shall convert those proceeds into Units for the Unit Holder according to rule 5.5, in which case no application will be required to be made by the Unit Holder, or accepted by the Trustee, under that rule. Additional Units shall be issued in each Class of Units in which Units are held for the Unit Holder on the applicable Business Day, in the proportion that Units of each Class held for that Unit Holder before the new issue bear to Units in all Classes held for that Unit Holder before the new issue, or as otherwise directed by the Unit Holder. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 21

23 Insured Benefits 6.10C The Trustee may adjust the amount of, the time for payment and the basis of payment of all or part of the benefits payable under rules 6.9, 6.10A and 6.10B in respect of which Insured Benefits have been effected in such manner as it considers appropriate to take account of the terms and conditions upon which the Insured Benefits are payable under the relevant Life Policy by the Life Insurer and the amount of such proceeds, and the extent to which those proceeds have been reduced or withheld by the Insurer. 6.10D Any adjusted benefit provided pursuant to rule 6.10C shall be in lieu of and in full satisfaction of the benefit which would or may have been payable but for the operation of that rule Upon payment by the Trustee to any person pursuant to rules 6.7, 6.8 or 6.9 of the amount furnished from the Fund, cancellation of any Units, in respect of which the moneys so provided have been paid, shall be effected on the day when the payment is deemed by rule 27 to have been made. This cancellation of units does not restrict the right of the Trustee to create and issue additional Units. Switching 6.12 A Unit Holder may from time to time elect to have Units of one Class in Category A Asset Portfolio or Category B Asset Portfolio ("the Original Class") of which he will be the holder on a Conversion Date converted into Units of another Class in the same Category A or Category B Asset Portfolio ("the New Class"): by submitting a request in such form as the Trustee may from time to time determine; and as long as the number of Units and amount to be converted is greater than any minimum set by the Trustee The number of Units of the New Class created on the conversion of Units of the Original Class shall be the number which bears the same ratio to the number of Units of the Original Class which are the subject of the conversion request as the Cancellation Price of Units of the Original Class bears to the Selling Price of Units of the New Class, determined as at the day on which the conversion is effected The conversion shall be effected on the Conversion Date. Immediately following the conversion being effected that number of Units of the Original Class held by the Unit Holder as is specified in or determined from the conversion request shall be deemed to have been cancelled and, in addition to all other Units held by or to be issued to him, if any, the Unit Holder shall be deemed to hold that number of Units of the New Class as is determined in accordance with rule The provisions of rules 6.1, 6.5, 6.6, 6.7 and 6.11 shall not apply to the cancellation or deemed cancellation of Units hereunder Where any Units are applied for by a Unit Holder with benefits from a Superannuation Fund some or all of which are requested by a Unit Holder or are required by Superannuation Law or by the trustee of the relevant Superannuation Fund not to be paid to the Unit Holder until he has attained a specified age and/or satisfied other conditions, then the Trustee may issue such Units subject to a condition that those Units may not be cancelled pursuant to rule 6 other than in accordance with Superannuation Law or the conditions so imposed by the trustee of the relevant Superannuation Fund or by the Unit Holder provided such conditions are no less restrictive than the conditions imposed by or pursuant to the SIS Act and the Trustee shall note Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 22

24 in the Register in respect of such Units that cancellation of such Units shall not be permitted except in accordance with Superannuation Law or such conditions Nothing in rule 6 requires the Trustee to pay a Unit Holder any amount other than from the Fund. Benefits for Non-Member Spouse 6.18 In the event that a Non-Member Spouse does not become a Member, the Trustee may, subject to Superannuation Law and in accordance with the provisions of these Rules, pay to a Non-Member Spouse or pay or transfer to another entity within the superannuation system (including an eligible rollover fund) any amount which becomes payable in respect of the Non-Member Spouse because the Member s interest in the Fund is subject to a Payment Split. The receipt in those circumstances is a sufficient discharge for the Trustee of any obligation it has in respect of the Non-Member Spouse. Adjusting benefits for Payment Splits 6.19 The Trustee may adjust any benefit payable or which may become payable from the Fund in respect of a Member to take account of any Payment Split under Part VIIIB of the Family Law Act 1975 in respect of the Member or in respect of benefits payable from the Fund for or in respect of that Member. Subject to Superannuation Law, any adjustment will be on such terms as the Trustee determines. Cancellation of Units 6.20 The Trustee may cancel Units held by a Member for the purpose of: making a payment or transfer to or in respect of a Non-Member Spouse in accordance with rule 6.18; adjusting any benefit payable or which may become payable from the Fund in respect of the Member in accordance with rule 6.19; or creating a new interest for a Non-Member Spouse in the Fund in accordance with these Rules and Superannuation Law. 6A. RELEASE AUTHORITIES 6A.1 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 Superannuation Law. 6A.2 Subject to Superannuation 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 rule 6A.1 above. 7. VESTING OF INVESTMENTS 7.1 Authorised Investments shall be deemed to be vested in the Trustee as soon as:- the contract or transaction by which the Authorised Investment is being acquired, has been completed; and where there is a statutory requirement for registration of the title document or documents evidencing the acquisition as a prerequisite to the passing of the legal title, such document or documents are in registrable form, being where necessary, stamped with payment of stamp duty, and (if appropriate) a solicitor has certified that title is satisfactory. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 23

25 7.2 Cash shall be vested in the Trustee when paid to it or to a bank account in its name or in the name of a nominee of the Trustee. 8. NET VALUE OF THE FUND 8.1 The Trustee shall determine the Net Value of each Asset Portfolio at least once in each period of four weeks during the period of the Fund and subject to the foregoing may determine the Net Value of the Fund or any Asset Portfolio at such times as the Trustee may in its discretion determine. 8.2 The Trustee's determination of the Net Value of the Fund or any Asset Portfolio shall be final and binding on Unit Holders. 8.3 For the purpose of any valuation of the Net Value of the Fund or any Asset Portfolio, where any Authorised Investment of the Fund is valued by reference to a particular day or date (including the Valuation Date) then the day or date may be any period of 24 hours including part of that particular day or date approved by the Trustee. 9. REGISTERS 9.1 The Trustee shall maintain an up to date Register of Unit Holders in such form and containing such particulars as it shall consider adequate and shall enter therein:- (d) (e) (f) (g) the names and residential addresses of all Unit Holders; the number and class of Units held by each Unit Holder; the date at which the name of each Unit Holder was entered in the Register in respect of such Units; the date of birth of each Unit Holder; the date at which any person ceased to be the holder of any Units; the date on which any Unit is cancelled; and such other matters as the Trustee considers appropriate. 9.2 Any change of name or residential address on the part of any Unit Holder notified to the Trustee shall be entered in the Register accordingly. 9.3 The Trustee shall be entitled to accept a copy of any entry in the Register as being a correct record of the Unit Holders for the time being and the Trustee shall not be required to enquire further into the authority of the Register and shall not incur any liability or responsibility on account of any mistake in the Register. 9.4 No notice of any trust, express implied or constructive, shall be entered in the Register and the person from time to time entered in the Register as the Unit Holder shall be the only person recognised by the Trustee as entitled to the Units registered in his name, or to exercise the rights and privileges of the registered holder thereof pursuant to this Deed. 10. TRANSFERS 10.1 Subject to rule 10.2, a Unit Holder shall not be entitled to assign, transfer, mortgage or encumber any Units of which he is the registered holder or any right, title or interest he may have therein or by reason thereof In the case of the death of a Unit Holder or a Unit Holder becoming subject to a legal disability the Legal Personal Representative or Dependants of the Unit Holder (as appropriate) shall, Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 24

26 subject to rules 6.8A, 6.8B, 6.9A, 6.9B and 6.10 and subject also to the Trustee being provided with such evidence of the death or legal disability of the Unit Holder as the Trustee may reasonably require, be the only person or persons recognised by the Trustee as being entitled to the benefit of, and all rights attaching to, and as being subject to all burdens and obligations attaching to, the Units registered in the Unit Holder's name The Trustee may: 10.4 accept into the Fund monies or assets from another complying superannuation fund, a complying approved deposit fund or a rollover annuity or other such like fund (the "Other Fund") under an arrangement with the trustee, employer or member or members of that Other Fund where the member or members of the Other Fund are or propose to become Members of the Fund or an eligible termination payment of a person under an arrangement between that person and the Trustee where that person proposes to become or is a Member of the Fund and the amount of the monies or the value of the assets transferred shall be applied by the Trustee, subject to rule 10.3, to Accounts in this Fund in accordance with the arrangements relating to the transfer as agreed by the Trustee; where the Fund is a Successor Fund of the Other Fund, in its absolute discretion: (i) (ii) accept into the Fund monies or assets of a Member from the Other Fund and the amount of the monies or the value of the assets transferred shall be applied by the Trustee to provide the Member with at least equivalent rights in respect of benefits as the Member had in the Other Fund; and such Members shall become Members of the Fund in a Division and from the time as determined by the Trustee and their participation shall otherwise be governed by the arrangements relating to the transfer as agreed by the Trustee. Where a Member is or becomes eligible for membership of another superannuation fund, an approved deposit fund or a retirement savings account then at the request of the Member the Trustee may, subject to such conditions as the Trustee may decide (including a condition that the fund into which the benefit is to be paid complies with preservation requirements under Superannuation Law) pay all or part of a Member's benefit to such other fund together with such other amount as the Trustee with the consent of the Member and any Principal Employer may agree. The Trustee may in its absolute discretion transfer a Member s benefit to a Successor Fund in the circumstances permitted by Superannuation Law and without the consent of the Member if so permitted. Where required to do so by the Superannuation Law, the Trustee may transfer a Member's benefit to another superannuation fund without the consent of the Member in accordance with the Superannuation Law The Trustee may transfer monies or assets from the Fund to another superannuation fund, an approved deposit fund or a retirement savings account, if the transfer: is to give effect to a Contributions Splitting Application it has approved; and complies with Superannuation Law. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 25

27 11. MANAGEMENT OF THE FUND 11.1 The Fund shall be managed by the Trustee in accordance with this clause with full power for the Trustee to delegate to its officers and employees or any of them all or any of the powers and functions of the Trustee Nothing herein contained shall be construed to prevent the Trustee from establishing or acting as manager or trustee for trusts whether of a nature similar to or different from the trusts of this Deed. 12. AGENTS AND DELEGATES 12.1 Without in any way affecting the generality of the foregoing rule the Trustee may: by power of attorney appoint any person to be attorney or agent for such purposes and with such powers and authorities as it thinks fit with power for the attorney or agent to subdelegate any such powers authorities or discretions and also to authorise the issue of documents bearing facsimile signatures of the Trustee as the case may be or of the attorney or agent either with or without proper manuscript signatures of its officers thereon AND the Trustee in any such power of attorney and the attorney or agent by the terms of any such subdelegation may insert such provisions for the protection and convenience of those dealing with any such attorney or agent or subdelegate as they may think fit; appoint by writing or otherwise any person to be subagent as the Trustee may think necessary or proper for such purposes and with such powers authorities and discretions (not exceeding those vested in the Trustee) as it thinks fit and to supersede or suspend any such subagent for such cause or reason as the Trustee in its sole discretion thinks sufficient with or without assigning any cause or reason and either absolutely or for such time as it may think proper. 13. WINDING UP OF THE INVESTMENT 13 Termination The Trustee may: (i) (ii) refuse to issue further interests in an Asset Portfolio; or wind up an Asset Portfolio. The Trustee has an absolute discretion in doing so, and is not required to give any prior notice of its intention to do so to a Member, unless the SIS Act requires. Procedure on winding up of an Asset Portfolio The Trustee: (i) (ii) in winding up an Asset Portfolio must, subject to rule 13(ii), sell and realise all realisable assets and distribute in respect of the Members and allocate all net proceeds derived from the realisation after payment of liabilities and costs (whether incurred or accrued prior to or after termination of the Asset Portfolio) to one or more Asset Portfolios selected by the Trustee or any other person permitted to select an Asset Portfolio in accordance with the Rules; may distribute any asset of an Asset Portfolio for the benefit of any one or more Members in specie and the Trustee must for that purpose determine the fair Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 26

28 value of the asset to be distributed. Any costs payable on an in specie distribution must be paid by those Members before the distribution is made; (iii) is entitled to: (A) be paid from the proceeds all costs, charges and expenses incurred: (I) (II) in connection with the winding up of the Asset Portfolio; by or on behalf of any creditor of the Trustee in relation to the Asset Portfolio; (III) by or on behalf of any agent, solicitor, banker, accountant or other person employed by the Trustee in connection with the winding up of the Asset Portfolio; (B) an indemnity against the amounts set out in rule 13(iii)(A). To ensure that at all times there shall be sufficient provisions to meet out of the Fund any uncalled liability of the Trustee in respect of any of the investments of the Fund the Trustee may set aside such part of the Fund being Cash or Trustee Securities as it considers to be of sufficient value (calculated at Value) to meet such uncalled liability and may retain the same whether during or after the operation of this Deed for one year after the Trustee or its nominees shall have ceased to be registered members of the company in which any investment is held or so long as the Trustee or its nominees are under any liability in respect thereof either under Division 2 of Part 5.6 of Corporations Act. 14. POWERS AND INDEMNITIES 14.1 The Trustee shall subject to the provisions of this Deed have absolute and uncontrolled discretion as to the investment in Authorised Investments of any Cash forming part of the Fund and as to the purchase sale transfer exchange or alteration of any of the investments from time to time and the Trustee shall be entitled from time to time to effect any transactions which it may consider to be in the best interest of Unit Holders PROVIDED THAT any investment shall be made in reliance on such valuations (if any) as the Trustee thinks fit AND PROVIDED FURTHER THAT any investment in Land shall be on the basis of a valuation or commercial assessment (not more than six months old) by an Approved Valuer Subject to the provisions of this Deed the Trustee shall keep investments of the Fund separate from any other property belonging to or entrusted to or held by the Trustee Any investment of the Fund may be made by the Trustee either alone or jointly with another person or persons or as a joint venture or partnership with any other person or persons The Trustee may enter into contracts for the underwriting or subunderwriting of any issue of Shares provided that all fees received by the Trustee in respect of any such contract shall form part of the Fund Without derogating from the generality of the foregoing the Trustee may appoint any person, firm or Company as the agent of the Trustee for the purpose of managing or developing or exploiting any of the investments of the Fund and may employ, engage, appoint and contract with solicitors, barristers, accountants, surveyors, valuers, real estate agents, professional or technical advisers, managing agents, engineers and other professional and technical advisers, Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 27

29 contractors, qualified advisers and representatives to do all things usual or desirable to be done for the purpose of exercising the powers of the Trustee with respect to any such investment and all fees, charges and considerations payable to any such persons or companies and all associated disbursements and outgoings properly chargeable shall be paid from the Fund. 15. POWERS 15.1 Subject to rule 15.2 hereof the Trustee shall have the power to do all things necessary or convenient to be done for or in connection with investment in Authorised Investments and its functions under this Deed, and without prejudice to the generality of rule 24 and without limiting the powers otherwise vested in the Trustee, it is hereby declared that the Trustee shall have the following powers which shall in no way be read construed or limited as applying or relating only to Authorised Investments but shall be read and construed as separate and independent powers of the Trustee in relation to the whole or any part of the Fund:- (d) (e) (f) (g) (h) (i) (j) to participate in the rights and obligations, including obligations to contribute in any manner to the liabilities of the parties, under any agreement relating to Authorised Investments; to make and carry out any takeover proposal, offer or invitation (whether or not a formal offer or announcement in accordance with the provisions of Chapter 6 of the Corporations Act in relation to any of the Authorised Investments; to lend money with or without security; to underwrite or subunderwrite the issue of any Shares or Debentures and to guarantee the performance of any person or corporation in relation to any agreement, contract, undertaking or promise AND the Trustee may secure any such guarantee by mortgage, charge or other encumbrance over the whole or any part of the Fund; to create, grant, renew, alter or vary any mortgage charge or other encumbrance over the whole or any part of the Fund for any purpose whatsoever and upon such terms and conditions as the Trustee may in its absolute discretion think fit; to initiate or agree to any one or more of the following: (i) (ii) (iii) (iv) the release, modification or variation of any rights, privileges or liabilities of any Shares or securities from time to time forming part of the Fund; the arrangement or reconstruction of any corporation including any increase or reduction in the capital of any corporation; the amalgamation or merger of any corporation with any other corporation; the sale or other disposition of all or any part of the property or undertaking of any corporation; to enter into any arrangements with any government, public body or authority to obtain any rights, authorities, or concession or clearances and to give any undertakings binding upon the Trustee either generally or on conditions as the Trustee deems fit and to carry out exercise and comply with any of the same; to lease to and to accept surrenders of leases from any lessee, to compromise with lessees and others and to execute and pay for repairs and improvements; to institute prosecute and compromise legal proceedings; to acquire and accept for the Fund any equity of redemption; Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 28

30 (k) (l) (m) (n) (o) (p) (q) to attend and vote at meetings of any Company; to build, demolish, alter, repair, extend, rebuild, improve, reconstruct and develop any property being or included in an investment of the Fund, and in connection with a subdivision or otherwise, to dedicate land, grant easements or other rights and make any other disposal or arrangement facilitating development; to promote or carry on or deal with any business scheme or undertaking relating to Authorised Investments in any country upon such terms and conditions as the Trustee thinks fit; to prepare or cause to be prepared and lodge or cause to be lodged returns of Tax and to prepare and lodge objections to assessments to Tax and to prosecute such objections through Court action where considered appropriate and to conduct all necessary correspondence with the Australian Taxation Office and any relevant Regulatory Authority in that regard; generally to manage and turn to account the investments of the Fund; to: (i) (ii) allocate assets and liabilities to an Asset Portfolio; and to change that allocation, as it considers appropriate; and subject to Superannuation Law, accept any request or instruction from any person in such a manner and subject to such terms and conditions as the Trustee may determine from time to time, including but not limited to requests by facsimile, by electronic means or by telephone Notwithstanding rule 15.1 hereof, the Trustee shall not in relation to the management of the Fund: borrow any moneys (with or without the provision of security) except as permitted pursuant to Rule ; lend to or invest in any Related Corporation of the Trustee (other than a Related Corporation which is an eligible bank, as defined in the Tax Act) any portion of the Fund; pay or lend to or otherwise invest in or with any Unit Holder or the Legal Personal Representative or Dependant of any Unit Holder any portion of the Fund other than in accordance with rule 6 or rule The Trustee may borrow an amount to cover the cost of settling a transaction, provided the following conditions are met: the Fund holds liquid assets of an amount at least equal to the amount which the Trustee must borrow to effect the settlement; any costs associated with the borrowing are less than the costs which would be incurred if the transaction were allowed to fail; and the borrowing is permitted pursuant to the provisions of the SIS Act. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 29

31 15.3 Notwithstanding anything contained in this Deed, the Trustee may in its absolute discretion determine: (d) (e) (f) whether any amount received or receivable is or is to be received on capital or income account, or whether any outgoing, loss, expense, provision or amount is incurred on capital or income account; whether moneys, rights or property constitute assets of the Fund; whether a capital profit or loss has been realised; the amount of any realised or unrealised capital profit or loss; the amount of the consideration received on the disposal of a part of the Fund; and the amount paid or deemed to be paid or the Value given for a part of the Fund at the time it became part of the Fund, and every such determination shall be final and conclusive and no Unit Holder shall have any right or claim against the Trustee personally arising out of such decision or its implementation but a Unit Holder shall not by reason of this provision be debarred from asserting any claim in respect of that Unit Holder's interest in the Fund The Trustee shall not incur any liability, be liable to account to anyone (including a Unit Holder or former Unit Holder) or be liable for any loss or damage as the result of the exercise of the discretion set out in or in respect of any determination of fact or law made as part of, or as a consequence of, the exercise of such discretion or power pursuant to rules 15.3, 15.5 or rule 39 notwithstanding any error or miscalculation in any provision made for Tax In deciding whether to make any provision in respect of any Tax, the Trustee may act upon the opinion or advice of or information obtained from barristers, solicitors or accountants The Trustee: must comply with a requirement of the Superannuation Law; can (but is not obliged to) act in accordance with a provision of the Superannuation Law that is not a requirement of the Superannuation Law; and may 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 or desirable in complying with or above, including making such election or elections as required under, contemplated by or pursuant to the Superannuation Law. 16. VOTING BY UNIT HOLDERS Except as otherwise expressly provided all rights of voting conferred by any property comprising the Fund shall be exercised in such manner as the Trustee may determine and no Unit Holder shall have any right to interfere therein. 17. LIABILITY FOR INVESTMENTS AND PROXIES The Trustee shall not be under any liability or responsibility in respect of the management of any Company or body in which any property of the Fund has been invested nor in respect of any vote or action taken or consent given by the Trustee in person or by proxy or attorney and neither the Trustee nor the holder of any such proxy or power of attorney shall incur any liability or responsibility by reason of an error of law or mistake of fact or any matter or thing Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 30

32 done or omitted or approval voted or given or withheld by the Trustee or the holder of such proxy or power of attorney under this Deed. 18. UNIT HOLDERS NOT TO VOTE No Unit Holder shall have any right with respect to the Fund or any assets comprised therein to attend meetings of shareholders or debenture holders or note holders or to vote or take part in or consent to any corporate or shareholders' or debenture holders' or noteholders' action. 19. RIGHTS OF UNIT HOLDERS No Unit Holders shall have an interest in or be entitled to require the transfer to him of any of the property comprised in the Fund nor be entitled to interfere with or question or give directions in relation to the exercise or non-exercise by the Trustee of any of the trusts powers or authorities conferred upon it by this Deed or in respect of such property. 19A 19B FAMILY LAW Every Non-Member Spouse and Member must, whenever required by the Trustee, provide any information and produce any documents which are necessary or desirable for the purposes of enabling the Trustee to: perform any duties or obligations; or exercise any powers or discretions, under these Rules or Superannuation Law (including Part VIIIB of the Family Law Act 1975). NON-MEMBER SPOUSE NOT A BENEFICIARY To the maximum extent permitted by law, it is declared that: any Non-Member Spouse is not a beneficiary of the trusts operating over the Fund by virtue of being a Non-Member Spouse; the Trustee owes no duties, fiduciary or otherwise, to any Non-Member Spouse by virtue of being a Non-Member Spouse; the Trustee may take any steps it considers appropriate to notify any Non-Member Spouse about this provision. 20. INDEMNITY 20.1 Without prejudice to any indemnity allowed by law or elsewhere herein given to the Trustee (but subject to rule 20.3 hereof) it is hereby expressly declared as follows:- the Trustee shall not incur any liability in respect of any action taken nor thing suffered by it in reliance upon any notice, resolution, direction, consent, certificate, receipt, affidavit, statement, certificate of stock plan of reorganisation or other paper or document believed by the Trustee to be genuine and to have been passed or signed by the proper parties; the Trustee shall not incur any liability to anyone in respect of any failure to perform or do any act or thing which by reason of any provision of any present or future law of the Commonwealth of Australia or any State or Territory thereof, or any ordinance, rules regulation or by-law made pursuant thereto or of any decree order or judgment of any competent court the Trustee shall be hindered prevented or forbidden from doing or performing; Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 31

33 (d) (e) (f) (g) (h) (i) (j) the Trustee shall not be liable to account to any Unit Holder or otherwise for any payments made in good faith to any duly empowered fiscal authority of the Commonwealth of Australia or any State or Territory thereof, for Taxes or other charges upon the Fund or upon any certificate or with respect to any transaction under this Deed, notwithstanding that any such payment ought or need not have been made; the Trustee may act upon the opinion or advice of or information obtained from barristers solicitors or valuers whether instructed by the Trustee or by any third party and the Trustee may act upon statements of or information or advice obtained from any bankers, accountants, brokers and other persons believed by it in good faith to be expert in relation to the matters upon which they are consulted, and the Trustee shall not be liable for anything done or suffered by it in good faith in reliance upon such opinion advice statement or information; the Trustee shall not be responsible for any misconduct, mistake, oversight, error of judgment forgetfulness or want of prudence on the part of any attorney, bankers, receiver, barrister, solicitor, valuer, agent or other person acting hereunder as agent or adviser of the Trustee or upon whose opinion advice or information the Trustee is entitled to act; except insofar as herein otherwise expressly provided in the absence of fraud, the Trustee shall not be in any way responsible for any loss costs damages or inconvenience that may result from the exercise or non-exercise of any powers authorities and discretions vested in it; whenever the Trustee shall be entitled or required to buy any Authorised Investment or sell any investment or property it shall have full discretion to prescribe the times and mode of sale and the broker or agent (if any) for such purchase or sale including the right to direct postponement of such sale for so long as in its discretion it shall think fit. Such purchase or sale shall be effected in such manner and at such place or places and times whether by public or private sale as it may determine with power to effect any sale or realisation over a period of time and in such lots or parcels as it considers advisable and to fix and vary reserve prices below which investments may not be sold; whenever the Trustee shall sell or transfer any investment or other property it shall be indemnified by the persons entitled to the proceeds of sale or to such transfer against all costs charges and expenses (including stamp duty) in connection therewith; in the event of the liquidation or dissolution of any Company or if for any other reason it becomes impossible or impracticable to carry out the provisions of this Deed in respect of such Company or otherwise the Trustee shall not be under any liability therefor or thereby not incur any liability by reason of any error of law or any matter or things done or suffered or omitted to be done by it in good faith; the Trustee may: (i) (ii) cause all or any of the assets constituting the Fund to be vested in a nominee of the Trustee or a Securities System to be held by such nominee or Securities System upon the trusts of this Deed; and subject to rule 11 appoint such of its employees as it thinks fit to exercise for or on behalf of the Trustee all or any of the powers and authorities exercisable by the Trustee under the provision of this Deed, and for the purposes of this Deed Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 32

34 (k) (l) (m) (n) (o) investments vested in a nominee or employee of the Trustee shall be deemed to be investments or property held by the Trustee; the Trustee shall have a right of indemnity out of the Fund in respect of any liability in respect of calls or instalments or a liability for assessment for further contribution to the assets of any Company or body in which Shares are purchased for the account of the Fund; the Trustee shall not be required to effect any transaction or dealing with any certificates, transfer or other instrument, or with any part of the investments of the Fund, on behalf or for the benefit or at the request of any Unit Holder, unless such Unit Holder shall first in Cash or otherwise have provided to the Trustee's satisfaction for all duties, taxes (including income tax), governmental charges, brokerage, transfer fees registration fees and other charges (whether similar to the foregoing or not) (herein called collectively "duties and charges") whether in respect of the certificate transfer or other instrument or the relevant part of the investments of the Fund or otherwise which may have become or may be payable in respect of or prior to or upon the occasion of such transaction or dealing PROVIDED ALWAYS THAT the Trustee shall be entitled if it so thinks fit to pay and discharge all or any of such duties and charges on behalf of the Unit Holder and to retain the amount so paid of any moneys or property to which such Unit Holder may be or become entitled hereunder; the Trustee shall be indemnified out of the Fund from and against any expense and liability which may be incurred in prosecuting or defending any action or suit in respect of the provisions of this Deed; except insofar as herein otherwise expressly provided the Trustee shall as regards all the trusts powers authorities and discretions vested in it, have absolute and uncontrolled discretion as to the exercise thereof, whether in relation to the manner of or time for the exercise thereof and in the absence of fraud, the Trustee shall be in no way responsible for any loss or non-exercise thereof; the Trustee shall not be liable for any loss in respect of the Fund or to any Unit Holder or other person unless such loss is attributable to the dishonesty of the Trustee or to neglect or default by it Nothing in this Deed shall be deemed to prohibit the Trustee or any Related Corporation of the Trustee or any Director or officer of the Trustee or of such Related Corporation (all hereinafter in this clause where the context permits being included in the expression "the Trustee") from acting in any representative capacity for a Unit Holder and in particular, and without prejudice to the generality of the foregoing, it is expressly declared that the Trustee may so act as executor, administrator, trustee, receiver, attorney or agent in any other fiduciary, vicarious or professional capacity, nor shall the acting in any such capacity as aforesaid be deemed a breach of the obligations arising out of the fiduciary relationship between the Trustee and the Unit Holders by this Deed established or otherwise imposed or implied by law. Subject to rule 15.2 hereof, the Trustee shall not, by reason of its fiduciary obligations, be in any way precluded from making any contracts or entering into any transactions with itself as Trustee in the ordinary course of the business of the Trustee or from undertaking any banking, merchant banking, financial or agency services for itself as Trustee. The Trustee shall not be accountable to the Unit Holders for any profits arising from any such contracts transactions or offices. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 33

35 20.3 Notwithstanding any principle of law or any other provision of this Deed (but subject to any separate agreement between the Trustee and the Unit Holder) no Unit Holder shall by reason of holding any Unit or the relationship thereby created be under any obligation to indemnify the Trustee or any creditor of the Trustee in the event of there being any deficiency of the assets of the Fund or any part thereof as compared with the liability of the Trustee in relation thereto and the only rights of the Trustee or such creditor to be indemnified shall be limited to having recourse to the Fund or where such liability relates solely to a part of the Fund having recourse to that part or those parts in the proportions appearing from the Accounts of the Fund. 21. TRUSTEE COVENANTS The Trustee hereby declares that: (d) (e) (f) (g) the Trustee shall act continuously as trustee under the Fund until the Fund is determined as herein provided, or it has retired or been removed from the Fund in the manner herein provided; the Trustee shall maintain the Fund in safe custody and, subject to rule 20.1(j), shall hold it as trustee for the Unit Holders entitled thereto upon the terms of this Deed; except as in this Deed provided the Trustee shall not sell, mortgage, charge or part with the possession of (or permit any nominee of the Trustee or nominated employees or individuals so to do) any of the investments of the Fund; the Trustee hereby covenants that any nominee of the Trustee will duly observe and perform the covenants and obligations of this Deed in the same manner as is required for the Trustee; the Trustee shall exercise all due diligence and vigilance in carrying out its functions and duties and in safeguarding the rights and interests of the Unit Holders; the Trustee shall use its best endeavours to carry on and conduct the Trust in a proper and efficient manner; if at any time, the total of deposits made and margin calls met by the Trustee in respect of Futures Contracts written by the Trustee on account of the Fund would, if a particular deposit were made or a particular margin call were met, exceed in each case ten percent (10%) of the Value of the Fund, then the Trustee will not make such deposit or meet such call but shall close out its open position in relation to that Futures Contract. 22. GENERAL FEES 22.1 For both Category A and Category B Units, the Trustee is entitled to: for every attempt at payment of a contribution or transfer to the Fund (whether by cheque, electronic funds transfer or direct debit), a fee of $10.80 if there is insufficient money in the Unit Holder's bank account to meet that payment to the Fund; a fee of $1 per payment to the Fund where the Unit Holder is contributing under rule 4.5 a fee of $3.35 per month where Insured Benefits are provided in respect of a Unit Holder following an application to the Insurer by the Trustee under Rule 5A.4. The fee is payable in full from the month in which the Trustee makes the application for Insured Benefits; and Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 34

36 (d) a fee per Member of such amount determined by the Trustee from time to time for each Contributions Splitting Application approved by the Trustee in respect of the Member The fees set out in rule 22.1 will increase: Family law fees as from a day during each Financial Year which the Trustee considers appropriate; and according to an inflation index which the Trustee considers appropriate The Trustee may retain for its own benefit from the Fund an amount equal to any fee that, but for this provision, it would be entitled to charge any person under the Family Law (Superannuation) Regulations If under the Family Law (Superannuation) Regulations 2001, the fee: 22A was charged; and would be payable by a particular person; and that person is presently or prospectively entitled to be paid a benefit or other amount from the Fund, the Trustee must deduct the amount to which it is entitled from that benefit or other amount. The Trustee may add interest, at a rate the Trustee determines, to any unpaid fee that the Trustee charges and may debit the interest to a benefit or an interest that the relevant Member or Non-Member Spouse has in the Fund. CATEGORY A FEES 22A.1 In respect of Category A Units and in addition to the general fees set out in Rule 22, the Trustee is entitled to: a fee in respect of each day in each calendar month equal to that percentage of the Value of all the Category A Asset Portfolios (excluding the Multi Manager - Growth, Multi Manager - Balanced, Multi Manager - Conservative, Multi Manager High Growth Fund, BT Partner International Shares (Value 1), BT Partner International Shares (Growth 1), BT Partner Australian Shares (Value 1), BT Partner Australian Shares (Growth 1) and BT Partner Australian Shares (Core 1) Category A Asset Portfolios) on that day which is the quotient derived by dividing one and one half percent (1.5%) by the number of days in the current Financial Year; (ab) a fee in respect of each day in each calendar month equal to that percentage of the Value of each of the following Category A Asset Portfolios: (i) (ii) (iii) Multi Manager - Growth; Multi-Manager - Balanced; Multi-Manager - Conservative; (iv) Multi Manager High Growth Fund ; (v) BT Partner International Shares (Value 1); (vi) BT Partner International Shares (Growth 1); (vii) BT Partner Australian Shares (Value 1); (viii) BT Partner Australian Shares (Growth 1); and Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 35

37 (ix) BT Partner Australian Shares (Core 1), on that day which is the quotient derived by dividing two and one half percent (2.5%) by the number of days in the current Financial Year; an initial service fee for each Category A Unit issued by the Trustee of not more than five percent (5%) of the Selling Price of that Unit; and where managing agent's services are being provided in respect of any investments made in respect of Category A Units, a managing agent's fees in the case of real property at the rate normally charged for the provision of such service. These fees shall be paid out of the gross income that is, in the Trustee s opinion, attributable to the relevant Category A Asset Portfolio or Portfolios and are payable whether the property is managed by an independent managing agent paid by the Trustee or by the Trustee itself acting in the capacity of the managing agent. 22B CATEGORY B FEES 22B.1 In respect of Category B Units and in addition to the general fees set out in Rule 22, the Trustee is entitled to: 22BB a fee in respect of each day in each calendar month equal to that percentage of the Value of all the Category B Asset Portfolios on that day which is the quotient derived by dividing five percent (5%) by the number of days in the current Financial Year; where managing agent's services are being provided in respect of any investments made in respect of Category B Units, a managing agent's fees in the case of real property at the rate normally charged for the provision of such service. These fees shall be paid out of the gross income that is, in the Trustee s opinion, attributable to the relevant Category B Asset Portfolio or Portfolios and is payable whether the property is managed by an independent managing agent paid by the Trustee or by the Trustee itself acting in the capacity of the managing agent; and an exit fee of not more than ten percent (10%) of the Cancellation Price of each Category B Unit redeemed. CATEGORY C FEES 22BB.1 In respect of the Category C Asset Portfolio and in addition to the general fees set out in Rule 22, the Trustee is entitled to the amounts set out in rule A4.4(i) and (ii). 22C TRUSTEE S RIGHTS IN RESPECT OF FEES AND COMMISSIONS 22C.1 The Trustee shall be entitled to the whole or any part of any commission or other payment or value that it may receive from the Insurer in respect of: the establishment or maintenance of Insured Benefits under rule 5A; or the operation of the BT Lifetime - Allocated Pension Division. The Trustee shall not be liable to account for that commission payment or value to a Unit Holder, or to any person claiming through a Unit Holder. 22C.2 Rules 22, 22A, 22B and 22C.1 shall not affect any right or entitlement of the Trustee to be reimbursed for expenses and liabilities incurred in the course of performing its duties hereunder. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 36

38 22C.3 The Trustee is entitled to receive and retain for its own use any of the fees that it charges under Rules 22, 22A and 22B and any commission received under Rule 22C COSTS AND EXPENSES 23.1 The Trustee, in addition to its remuneration and rights to indemnification or reimbursement conferred under any other provision of this Deed or by law, shall be indemnified in respect of the Fund and shall be entitled to be reimbursed out of the Fund in respect of all costs, charges and expenses which it may incur in or about the administration of the Fund to the extent to which such costs, charges and expenses are reasonable in amount and without limiting the generality of the foregoing such costs charges and expenses shall include the following matters: (d) (e) (f) (g) (h) costs of printing of Acknowledgments, accounts, distribution statements and cheques; expenses in connection with the keeping of accounting records and of keeping the Register and the investment register including without limitation expenses incurred in calculating the Net Value of the Fund; expenses in connection with the preparation of all financial and other reports which the Trustee is obliged to forward to all or any of the Unit Holders; disbursements in connection with the acquisition or disposal of any investments of the Fund including commission and stamp duty; the Auditor's reasonable fees and expenses in connection with the auditing of the accounts of the Fund and the preparation of any statements or reports required by this Deed; costs of postage of all cheques, accounts, distribution statements, reports, notices and other matters posted to all or any Unit Holders in accordance with the provisions of this Deed; costs of convening and holding any meeting of Unit Holders; and any other costs, charges and expenses incurred in connection with the administration of the Fund other than amounts which are referred to in paragraphs to (h) hereof including, without limiting the generality of the foregoing, costs and expenses of complying with taxation laws including, without limitation, costs and expenses of preparation and filing of taxation returns, of objections to assessments and of dealing with assessments as well as costs and expenses of compliance with any other Superannuation Law and the requirements of any Regulatory Authority. PROVIDED THAT the total amount which the Trustee is entitled to receive from the Fund in respect of the costs, charges and expenses specified in subparagraphs, and of this clause shall not exceed in respect of any day the amount calculated in accordance with the relevant provisions of the Offer Document in respect of the Fund current on that day The Trustee may waive from time to time the whole or any part of any amount which it would be otherwise entitled under any provision of this Deed including, without limitation, any amount under Rule 22, 22A, 22B, 22C or this Rule Any amount which the Trustee is entitled to receive out of the Fund or an Asset Portfolio is payable from the Fund or the relevant Asset Portfolio. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 37

39 23.4 Where appropriate, the Trustee may allocate any costs, charges and expenses which it incurs in or about the administration of the Fund to those Asset Portfolios that the Trustee determines are responsible for the cost, charge or expense For the avoidance of doubt, the Trustee is entitled to discriminate between Category A, Category B and Category C Unit Holders for the purpose of waiving any amount under rule 23.2 or allocating any costs, charges and expenses to Asset Portfolios under Rule Without limiting any other right of indemnity or reimbursement conferred on the Trustee under this Deed or by law, if the Trustee becomes liable to pay GST in respect of any supply made under or in connection with this Deed, then, in addition to any fee or other 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 and equal to the amount of the GST The amount to which the Trustee is entitled under rule 23.6 may be deducted by the Trustee from the Fund and retained by it for its own use. The Trustee may spread the amount over any period or periods, which it considers appropriate. The Trustee must apportion the GST between the Asset Portfolios as it considers appropriate The amount to which the Trustee is entitled under rule 23.6 includes amounts equal to the GST on: 23.9 [Deleted] the supply of any goods, services, rights, benefits or things by the Trustee; and the supply by the Trustee of its services for the benefit of the Fund and Unit Holders from time to time Notwithstanding any provisions of this Deed to the contrary, the Trustee may (but is not obliged to, or obliged to give consideration to): charge different levels of fees and charges (including no fees or charges) in respect of different Members, as if such Members were members of different classes of participant in the Fund, and without regard to any criteria relating to Members' participation in the Fund, or otherwise; and enter into a policy or other investment in which the manager of the investment has the same or similar power to that referred to in above. 24. RETIREMENT OF TRUSTEE 24.1 The Trustee must be a Constitutional Corporation The Trustee must retire as Trustee if: the Trustee ceases to carry on business; the Trustee is not, or is no longer, empowered to act as trustee; or the SIS Act requires The Trustee may retire as trustee at any time On retirement of a corporation as the trustee it must appoint another Constitutional Corporation as Trustee The appointment of a Trustee must comply with the SIS Act A retirement or appointment of Trustee must be made by deed, which need not be registered. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 38

40 24.7 On retirement, the retiring Trustee must cause the assets of the Fund to be vested in the new Trustee or its nominee and must deliver to the new Trustee all books, documents, records and other property relating to the Fund. 25. AUDIT 25.1 The Trustee must appoint an auditor who satisfies Superannuation Law The auditor may retire at any time by notice in writing to the Trustee. The auditor may at any time be removed from office by the Trustee or by a special resolution of Unit Holders The remuneration of the auditor shall be fixed by the Trustee and shall be payable out of the Fund In the event of the auditor being removed from office by special resolution at a meeting of the Unit Holders, then unless the Trustee shall have, at the time of the passing of such resolution, nominated an auditor to replace the auditor removed, the Unit Holders present at the meeting may appoint an audit or to take office in place of any person removed from office. 26. ACCOUNTS Records 26.1 The Trustee must keep records for the Fund: of the matters; for the period; and in the manner, prescribed by Superannuation Law and otherwise as the Trustee considers appropriate A Unit Holder must immediately notify the Trustee in writing of any change of name or address of the Unit Holder. Financial statements and audit 26.3 For each Financial Year the Trustee must prepare financial statements for the Fund required by Superannuation Law. Audit certificate 26.4 If Superannuation Law requires, the Trustee must ensure that, for each Financial Year, the auditor: audits the accounts and records of the Fund; and reports in writing to the Trustee, within the time specified by Superannuation Law. 27. PAYMENT TO UNIT HOLDERS Any moneys payable by the Trustee to a Unit Holder under the provisions of this Deed may be paid:- by crossed "not negotiable" cheque made payable to the Unit Holder or order and sent through the post to the registered address of such holder (or otherwise dispatched, delivered or made available to be collected as the Unit Holder may from time to time Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 39

41 specify and the Trustee agree) in which case such payment shall be deemed to be made when the cheque is so sent or otherwise delivered, dispatched or made available; or at the request of a Unit Holder, by a transfer of assets specified by the Trustee, in which case such payment shall be deemed to be made when the Trustee has done everything necessary to be done on its part to effect payment in that manner or upon receipt of a signed discharge from the Unit Holder; and by any other means specified by the Unit Holder and agreed by the Trustee, in which case such payment shall be deemed to be made when the Trustee has done everything necessary to be done on its part to effect payment in that manner or upon receipt of a signed discharge from the Unit Holder, provided that the Unit Holder shall pay all costs and disbursements, commissions, expenses, legal fees, brokerage, transfer fees, registration fees and other costs incurred or expected to be incurred and all charges, duties, taxes (including income tax) stamp duty, receipt duty, transaction or any like impost, State or Federal, association with the payment. 28. DISCHARGE OF TRUSTEE Without prejudice to rule 27 or to the determination in accordance with rule 6.7 as to when cancellation is effected, there shall be a satisfaction of the moneys payable and a good discharge to the Trustee when the cheque is duly presented and paid or the direct credit payment is credited to the receiving account. 29. DETERMINATION OF THE FUND 29.1 If: at a meeting of Unit Holders duly convened in accordance with this Deed and held at any time after six (6) months from the date hereof, a resolution is passed by a majority consisting of Unit Holders holding not less than seventy five percent (75%) of the Units in Issue, that the Fund shall be terminated; the Trustee by resolution of its directors determines that the Fund hereby created shall be terminated; or the Trustee shall be removed or retire and no new trustee be appointed in its place, then the Fund shall be determined Any such determination as aforesaid shall take effect by service on the Unit Holders, in the manner hereinafter provided of a notice stating the determination of the Fund, the reason therefor and the date of such determination. 30. PROCEDURE ON TERMINATION 30.1 Unless rules 30.2 to 30.6 apply upon determination of the Fund under rule 29 hereof the following provisions shall have effect: the Trustee shall, as soon as practicable after the determination of the Fund, give to each Unit Holder notice of the determination and of the intention to distribute the Fund, and such notice shall where applicable draw the attention of the Unit Holder to his right as herein provided, to request that assets be distributed to him in specie; the Trustee shall as soon as practicable sell, call in and convert into money or cause to be sold, called in or converted into money the Fund and shall divide the proceeds of sale less all proper costs, charges and expenses amongst the Unit Holders in proportion Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 40

42 (d) (e) (f) to the aggregate of the Unit Values of the Units of which they are respectively registered as the Holders upon the execution of such Unit Holders in favour of the Trustee, of such release as may be reasonably required by the Trustee; the Trustee may postpone the sale, calling in and conversion of any part of the investments and property of the Fund for such time as it thinks it desirable so to do in the interest of the Unit Holders, and shall not be responsible for any loss attributable to such postponement PROVIDED THAT subject only to paragraph (e) below the Trustee shall ensure that there is distributed to each Unit Holder that Unit Holders entitlement under paragraph hereof not later than required by the SIS Act; the Trustee may if it thinks fit transfer any investment of a Fund to the trustee of any other trust (whether or not the Trustee is in any way associated with such other trust) on receiving Cash equivalent to the Value of such investment at the date of transfer; in addition to the power given to the Trustee under rule 13 the Trustee may retain in its hand or under its control for as long as it thinks fit, such part of the Fund as in its opinion may be required to meet any outgoings or liabilities (actual or contingent) in respect of the Fund or any of the investments therein PROVIDED THAT any investments or money so retained to the extent that they are ultimately found not to be so required shall remain subject to the trust for conversion and distribution as provided in paragraph ; where any Units are applied for by a Unit Holder with benefits from a Superannuation Fund some or all of which are required by Superannuation Law or by the trustee of the relevant Superannuation Fund not to be paid to the Unit Holder until he has attained a specified age and/or satisfied other conditions, then the Trustee may issue such Units subject to a condition that those Units may not be cancelled pursuant to rule 30.1 other than in accordance with Superannuation Law or the conditions so imposed by the trustee of the relevant Superannuation Fund provided such conditions are no less restrictive than the conditions imposed by or pursuant to the SIS Act and the Trustee shall note on the Register in respect of such Units that cancellation of such Units shall not be permitted except in accordance with Superannuation Law or such conditions Alternatively, on determination of the Trust under rule 29, the Trustee may transfer all assets and liabilities of the Fund (including the benefits of all Unit Holders) to another superannuation fund: whose trustee at the time of transfer is a related body corporate of Bankers Trust Australia Limited within the meaning of the Corporations Act; that, compared to the Fund, confers on Unit Holders equivalent or improved rights in respect of the benefits; and otherwise as the Trustee considers appropriate The Trustee may ask the Australian Prudential Regulation Authority ("APRA") to determine if a superannuation fund provides equivalent or improved rights in respect of the benefits. If the APRA so determines, that determination shall be conclusive of that fact Notice of the Trustee's intention under rule 30.2 must be: given to Unit Holders at least 3 weeks prior to transfer; contain information about the new fund as the Trustee considers appropriate. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 41

43 30.5 The Trustee has the power, and each Unit Holder appoints the Trustee as his or her agent, to do anything (including sign any document) required to achieve the transfer On transfer under rule 30.2 the Trustee is discharged from any liability to any Unit Holder to pay amounts in respect of them from the Fund. 31. ALTERATION OF TRUST DEED 31.1 The Trustee may, from time to time if in its absolute discretion it shall think fit, effect any amendment, modification or variation of this Deed (including if thought fit the revocation or restriction of this present rule ) which in the opinion of the Trustee is in the best interests of the Unit Holders and may be expedient for the more convenient, economical or advantageous working or management or administration of the Trust and which the Trustee may think proper having regard to all the circumstances of the case and thereupon this Deed shall take effect as modified or varied accordingly After effecting any amendment, modification or variation as aforesaid, notice thereof containing a short summary of the effect of the amendment, modification or variation shall be sent by the Trustee to the Unit Holders In addition to the powers conferred by rule 31.1 the Trustee may only effect any other amendment modification or variation of this Deed (including if thought fit the revocation or restriction of this rule) with the sanction or assent of a special resolution of the Unit Holders or, where the amendment modification or variation has or may have the effect of derogating from any rights which are attached to any Units included in a Class of Units with the sanction or assent of a special resolution of the Holders of Units included in that Class of Units Any amendment, modification or variation by the Trustee under this clause may be effected in such manner and form as the Trustee may think fit, and this Deed may be amended, modified or varied by oral declaration by an officer of the Trustee and without any writing or the execution of any deed of variation being necessary No amendment, modification or variation may be made by the Trustee under this rule 31 that would permit a trustee other than a Constitutional Corporation to be appointed as Trustee unless the SIS Act permits. 32. MEETINGS OF UNIT HOLDERS The Trustees may at any time, and shall if required so to do by Unit Holders holding not less than 10% of the Units in Issue or the Units in Issue included in a Class of Units, summon a meeting of Unit Holders or the Holders of Units included in that Class (such Unit Holders being hereinafter referred to as a "class of Unit Holders") for such purposes as it may see fit or as shall be stated by the requisitionists (as the case may be) or as may be authorised from time to time by statute. Inadvertent failure to give notice to a Unit Holder shall not invalidate the calling of the meeting. The notice shall indicate briefly the purpose of the meeting and the effect of any resolution intended to be proposed thereat. 33. NOTICE OF MEETING Meetings of the Unit Holders or any class of Unit Holders shall be held at the time and place specified in the notice being a time not later than two months after the giving of the notice under the chairmanship of such person as is appointed in that behalf by the Unit Holders present at the meeting, or where no such appointment is made, a nominee of the Trustee, and shall be conducted in accordance with the provisions of this Deed, or insofar as this Deed makes no provision, as directed by the chairman of the meeting. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 42

44 34. CONSENT OR DIRECTION BY UNIT HOLDERS Where under the provisions of this Deed the consent or direction of Unit Holders or any class of Unit Holders holding a stated percentage of Units is required then such consent or direction may be obtained or given either:- at a meeting of Unit Holders or of that class of Unit Holders convened as aforesaid; or by a written document or series of documents; or partly by one method and partly by the other. 35. SPECIAL RESOLUTION 35.1 The Unit Holders shall have power by special resolution to remove the auditor of the Fund from office. Subject to the proviso to rule 31.1, the Unit Holders, or the Holders of Units included in a Class of Units as the case may be, shall have power by special resolution to sanction or assent to any amendment or modification or variation of the provisions of this Deed of a type referred to in rule Subject to rule 36.2 the expression "special resolution" when used in this Deed means a resolution passed at a meeting of the Unit Holders or any class of Unit Holders duly convened and held in accordance with the provisions of this Deed, by a majority upon a show of hands of not less than three fourths of the number of Unit Holders voting at such meetings, and if a poll is demanded, then by a majority of not less than three fourths of the votes given on such poll. 36. EFFECT OF RESOLUTION 36.1 A resolution (whether ordinary or special) duly passed shall be binding upon the Trustee and all Unit Holders whether present or not present at such meeting, and each Unit Holder shall be bound to give effect thereto Notwithstanding anything in this Deed contained or implied to the contrary when there is only one Unit Holder a resolution (whether ordinary or special) may be passed by that Unit Holder at a meeting, or without holding a meeting by resolution in writing signed by or on behalf of that Unit Holder. 37. VOTING AT UNIT HOLDER MEETING 37.1 Every question arising at any meeting of Unit Holders or any class of Unit Holders shall be decided in the first instance by a show of hands unless:- it be a question which under this deed must be decided by a majority being a percentage of the votes of those present in which case a poll shall be taken; or a poll be demanded A poll may be demanded before or immediately after any question is put to a show of hands A poll may be demanded by the Trustee or by Unit Holders present personally or by proxy, or in the case of a Company, by duly appointed representative ("representative") not being less than two in number and holding or representing (by proxy or as representative) between them not less than two hundred (200) Units or in the case of a meeting of a class of Unit Holders, not less than 100 Units included in that Class of Units. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 43

45 37.4 Upon a show of hands every Unit Holder who is present in person or by representative shall have one vote and upon a poll every Unit Holder present in person or by proxy or by representative shall have one vote for each dollar in value of the Units (or in the case of a meeting of a class of Unit Holders of the Units included in that Class of Units) held by him, such value calculated in accordance with the most recent determination of the Net Value of the Fund under rule 8 hereof Votes may be given either personally or by proxy or by representative A person appointed a proxy need not be a Unit Holder Every instrument of proxy whether for a specific meeting or otherwise shall as nearly as circumstances permit be in the following form or to the like effect:- I, being a registered holder of Units in the BT Lump Sum Super Fund hereby appoint of as my proxy to vote for me and on my behalf at the meeting of Unit Holders in The BT Lump Sum Super Fund to be held on the day of 20 and at any adjournment thereof. Signed by the said ) on the day of ) ) A proxy need not be a Unit Holder and a proxy form need not be witnessed The instrument appointing a proxy shall be deposited at the office of the Trustee not less than twenty four hours before the time of holding the meeting or adjourned meeting as the case may be at which the person named in such instrument proposed to vote. A vote given in accordance with the terms of any instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Trustee before the commencement of the meeting or adjourned meeting at which the person named in such instrument proposes to vote No business shall be transacted at any meeting unless a quorum is present when the meeting proceeds to business. The quorum for a meeting shall be Unit personally or by proxy or by representative not being less than two (2) in number Unit Holders present and holding or representing between them not less than 200 Units or, in the case of a meeting of a class of Unit Holders, not less than 100 Units included in that Class. If within fifteen minutes from the time appointed for any meeting a quorum is not present the meeting shall:- if called for the purpose of passing an ordinary resolution stand adjourned to the same day in the next week and the same time and the same place; if called for the purpose of passing a special resolution stand adjourned for such period as the chairman shall direct. At such adjourned meeting the Unit Holders present in person or by proxy or by representative (whatever their number and whatever number of Units held or represented by them) shall form a quorum and shall have power to pass such ordinary or special resolution PROVIDED HOWEVER THAT in the case of a special resolution notice of the proposed special resolution Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 44

46 and of the fact that those present in person or by proxy or by representative will constitute a quorum at an adjourned meeting has been given to the Unit Holders by the Trustee The chairman may with the sanction of the meeting adjourn the meeting to such time and place as he shall determine The Trustee and the auditor of the Fund or their respective duly appointed representatives shall be entitled to be present by duly authorised representative at every meeting of Unit Holders or any class of Unit Holders and to speak thereat. 38. PROPER LAW AND NOTICES 38.1 The rights, liabilities and obligations inter se of the Trustee and the Unit Holders shall be governed by the law of the State of New South Wales and any proceeding to enforce such rights, liabilities or obligations may be taken in the courts having jurisdiction in that State Any notice required to be or which may be, given hereunder shall be deemed to have been duly given if given in writing by letter addressed to the intended recipient thereof and left at or posted to his or its address appearing herein or in the Register or, in the case of a Regulatory Authority, to any of its offices. Any notice given by post shall be deemed to have been served on the third day following the day when it was posted and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted, and a statement signed by the Trustee that it was so posted, and when, shall be conclusive as to those facts subject to the contrary being proved. 39. TAXATION 39.1 The Trustee may, as it considers appropriate: provide for any Tax in respect of the Fund or any Unit Holder; apportion any provision for Tax to an Asset Portfolio; apportion any over provision for Tax to an Asset Portfolio The Trustee may, as it considers appropriate: apportion any current or future tax benefit, liability or credit (or provisions for those amounts) between the Unit Holders; adjust the interests of the Unit Holders having regard to the apportionment including: (i) (ii) allocate additional Units to any Unit Holders or group of Unit Holders; and cancel Units of any Unit Holder or group of Unit Holders The Trustee may make any payment of Tax that it considers payable; (d) by making a payment from the assets of the Fund; by deducting the amount from any benefit to be paid from the Fund; by deducting the amount from any amount paid to the Fund; by cancelling any Units attributable to any Unit Holder, as it considers appropriate Credits or rebates attributable to income derived from assets of a particular Asset Portfolio shall be applied as among the various Asset Portfolios, in the first instance, to reduce the Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 45

47 liability to Tax incurred by the Fund and then any surplus of such credits or rebates may be applied to meet the liability of the Fund to Tax as the Trustee considers appropriate. 40. SAVINGS RULE If a provision in this Deed would otherwise be void because it: subjects the Trustee to direction by another person; or permits a person to exercise a discretion without the consent of the Trustee, then the Trustee's consent is required for the giving of the direction or the exercise of the discretion. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 46

48 DIVISION A THE ALLOCATED PENSION DIVISION RULES A1. APPLICATION OF RULES These rules apply to the Pension Members. A2. INTERPRETATION A2.1 Definitions In these Rules, unless the contrary intention appears: Application means an application under Rule A3.1. Contribution means any contribution paid to the Fund by or on behalf of a Pension Member and includes any amount transferred to the Fund in respect of the participation of a person as a Pension Member; Contribution Account means an Account maintained in respect of a Pension Member which is credited with Units arising from Contributions, or amounts otherwise paid to the Fund in respect of each pension to be provided for that Pension Member; Contributor means a person other than a Pension Member who is entitled to make Contributions to the Fund in respect of a Pension Member under Superannuation Law and from whom the Trustee has agreed to accept contributions; Eligible Contribution means unrestricted non-preserved benefits or other amounts which may be applied under Superannuation Law to purchase a pension; Eligible Fund means a complying superannuation fund, a complying ADF or a roll-over annuity, or such other like fund or annuity which the Trustee determines to be an Eligible Fund the acceptance of moneys or assets from or the payment or transfer of moneys or assets to would not in the opinion of the Trustee jeopardise the status of the Fund as a complying superannuation fund in any year of income; Eligible Person means a person entitled under Superannuation Law to make Eligible Contributions to purchase a pension either in respect of himself or herself or another person; Investment Portfolio means an investment portfolio established within the Retirement Pension Policy. Pension Member Account means one or more of the following Accounts maintained by the Trustee in respect of a Pension Member: Contribution Account; and such other Accounts established under these Rules by the Trustee and designated as a Member's Account; Pension Member Application means the application made to the Trustee pursuant to this Division as approved by the Trustee. Pension Member means a person who: is eligible to become a Pension Member under Rule A3.1; has been accepted as a Pension Member by the Trustee; and Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 47

49 has not ceased participation as a Member by reason of being paid his or her total entitlement under this Division or in accordance with any other provision of this Deed. Retirement Pension Policy means one or more investment linked Life Policies issued by a Life Insurer held by the Trustee in respect of a Pension Member for the investment of Contributions or monies of the Fund and under which Units of classes specified in the Policy are allocated to the Trustee upon the payment of contributions and other monies of the Fund to the Life Insurer and for the provision of such other insurances as may be specified in the Life Policy; A3. MEMBERSHIP A3.1 Eligibility - Pension Members A person may make an application to become a Pension Member by written application in such form and containing such information as the Trustee may require; A person is eligible to apply to become a Pension Member of the Fund: (i) (ii) if the person is an Eligible Person; and only if in respect of any Eligible Contributions. If accepted by the Trustee, the person will become a Pension Member on the date specified by the Trustee or, if no date is so specified, on the date of acceptance by the Trustee. A3.2 Separate Pensions Unless the Trustee in its absolute discretion determines, notwithstanding any provision to the contrary in this Deed, each Contribution or other amount paid in respect of a Pension Member shall be applied to a separate Contribution Account and shall be referable to a separate pension to be provided in respect of that Pension Member. A3.3 Information A Pension Member shall on request by the Trustee promptly provide to the Trustee: (i) (ii) evidence of age and health of the Pension Member; such other information as the Trustee may reasonably require; and the Pension Member shall sign such application and documents as may be reasonably required by the Trustee in respect of any pension. A4. CONTRIBUTIONS A4.1 Pension Member's Contributions A Pension Member may make the Contributions to the Fund or a Contributor may make Contributions in respect of a Pension Member to the Fund as specified in the Application of that Pension Member and with the consent of the Trustee, the Pension Member or a Contributor, in respect of a Pension Member, may pay additional Contributions or other amounts to the Fund. However, the Trustee may only accept Eligible Contributions in respect of the Pension Member. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 48

50 A4.2 Commencement and Termination A Pension Member or Contributor may commence to make Contributions on the Pension Member becoming a Pension Member of the Fund and shall cease to make Contributions upon being required to do so by Superannuation Law or the Trustee. A4.3 Termination of Insured Benefits Unless otherwise determined by the Trustee any Insured Benefit payable in respect of a person who transfers from the Personal Super Division to the Pension Division shall automatically terminate. A4.4 Allocation of Contributions and other monies The Trustee: shall apply Contributions or other monies received by the Trustee in respect of a Pension Member to the relevant Retirement Pension Policy in respect of that Pension Member held by the Trustee and allocate those Contributions or other monies to Units under that Policy of the type agreed by the Trustee, the Pension Member and the Life Insurer or failing agreement as the Trustee may determine; and may deduct and set aside from Contributions or withdraw Units from the Pension Member Account the following amounts: (i) (ii) 4% of Contributions, in the case of Members investing in a Class A Investment Portfolio as well as Members investing in an Authorised Investment with an entry fee; 3% of withdrawal proceeds, in the case of Members redeeming all or part of an investment in a Class B Investment Portfolio; (ii-a) 0% of withdrawal proceeds, in the case of persons who become Members on or after 27 October 2003 and who redeem all or part of an investment in a Class B Investment Portfolio; (ii-c) 0% of withdrawal proceeds, in the case of Members redeeming all or part of an investment in a Class B Investment Portfolio in respect of Units acquired on or after 27 October 2003 in each case to the extent equivalent amounts are not charged to the Members under the Relevant Pension Policy; and (iii) (iv) any premiums that have become due or which will become due in respect of any insurance premium for the provision of a pension; and any Taxes or expenses of the Fund that have become due or which will become due. A5. ACCOUNTS A5.1 Establishment The Trustee shall establish in respect of each Pension Member, a Pension Member Account (or any other applicable Account) and any other Accounts as may be required by the Pension Member's Application. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 49

51 A Pension Member's entitlement to pension payments from the Pension Member Account will commence from the date the Pension Member's Application is accepted by the Trustee and the Pension Member Account is established. A5.2 Payment of Benefits and Expenses The Trustee may pay benefits and expenses (including any Taxes) out of the Fund by the withdrawal of Units from the Pension Member Account (or any other applicable Account) in accordance with this Deed and the terms of the Pension Member's Application. A5.3 Value of Units In accordance with the terms of the Retirement Pension Policy in respect of a Pension Member, the amount of any benefit comprising Units in any Pension Member Account and the amount to be received on the withdrawal of any Units shall be determined by the terms of that Policy and the Trustee shall not be required to pay any benefit expressed in Units which is greater than the amount received by the Trustee on withdrawal of those Units less any fees or charges that the Life Insurer may charge on such withdrawal. A5.4 Insufficient Funds Following the withdrawal of all Units designated in the Pension Member's Application as being available to meet any Taxes, expenses or premiums for any pension, the Trustee may, subject to Superannuation Law, then withdraw Units from any other Accounts established in respect of the Pension Member as the Trustee may determine in order to meet those Taxes, expenses or premiums. A5.5 Deductions for Unpaid Contributions Tax on Benefits Where a benefit is to be paid or any amount is to be transferred to an Eligible Fund and any part of that benefit or amount arises from Contributions liable to Tax and in respect of which that Tax has not been paid or not provided for: before paying that benefit or amount the Trustee may withdraw that number of Units from the Pension Member Account (or any other applicable Account) to which those Contributions relate, which have an aggregate withdrawal value equal to the amount of Tax on those Contributions as determined by the Trustee; and shall apply those monies to pay that Tax; and if after payment of that Tax any amount remains the Trustee will not be required to account for that amount to the Pension Member but shall apply it as the Trustee determines for the benefit of other Pension Members of the Fund. A5.6 Contributions Tax If a Contribution is liable to Tax then the Trustee may: withdraw Units from the Pension Member Account (or any other applicable Account) to which those Contributions have been applied; or transfer the liability to meet the Tax to the Life Insurer under the Retirement Pension Policy and authorise the Life Insurer to withdraw Units from the Pension Member Account to which those Contributions have been applied, and apply the amount received on withdrawal to pay the Tax. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 50

52 A5.7 Breach by Member If in the opinion of the Trustee the act or default of a Pension Member of this Fund has caused this Fund or part of it not to be a complying superannuation fund then the Trustee may withdraw Units allocated to that Pension Member which the Trustee determines to be sufficient to meet any additional Taxes that the Trustee determines have or may become payable by reason of that fact. A6. PENSION BENEFITS - PENSION MEMBERS A6.1 Pension The Trustee must pay each Pension Member a pension: (i) (ii) commencing on the date specified in the relevant Pension Member's Application which must be not later than necessary to comply with the Superannuation Law; and terminating when all Units allocated to the relevant Pension Member Account have been withdrawn. A pension provided to a Pension Member must comply with all standards prescribed under Superannuation Law relating to pensions which do not have a fixed size of benefit payment. Such standards shall be deemed to be incorporated in this Deed for so long as they continue to be standards. A6.2 Frequency of Payment The Trustee must pay the pension to a Pension Member at the times set out in the Pension Member's Application. A6.3 Changing Frequency of Payment A Pension Member may change the frequency of the pension payments if: the change is approved by the Trustee; and is in a form approved by the Trustee. If at any time a Pension Member has not made a selection as to the frequency of the pension payments, the Trustee must pay the pension annually. A6.4 Minimum Annual Payment For so long as the pension is payable, the Trustee must ensure that at least one payment is made during each financial year. A6.5 Selecting Pension Level For each financial year (or part of a financial year), the pension payments to a Pension Member must not be: larger than the maximum limits; nor smaller than the minimum limits, set out in Superannuation Law for pension benefits of the kind provided by the Fund. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 51

53 A6.6 Notification of minimum/maximum payments As at the time a Pension Member joins the Fund and each 1 July, the Trustee must notify the Pension Member of the minimum and maximum levels for pension payments for the financial year in which that date occurs. A6.7 Selection of Pension Payments At any time during a financial year, a Pension Member may select the level of pension payments for that financial year within the limits in Rule A6.5. The selection must be in a manner approved by the Trustee. A6.8 Default Pension Level If at any time during a financial year no selection has been made for that year under Rule A6.7 and a pension was being paid in the previous financial year, the Trustee must either: pay a pension for the current year calculated according to any direction given in the Pension Member's Application; or if the Pension Member's Application does not contain a direction for the current year, continue to pay a pension at the level prevailing at the end of the previous financial year. However, the Trustee may adjust the level up to the minimum or down to the maximum so as to comply with Rule A6.5. A6.9 Amount of Payments where amount not selected If, at the time of joining the Fund, a Pension Member has not made a selection under clause A6.7, the Trustee must pay a pension at the minimum level required under Rule A6.5. A6.10 Commutation A Pension Member may commute the whole or a part of the Pension Member's pension at any time by notifying the Trustee in a manner approved by the Trustee but subject always to the requirements of rule 6. A6.11 Amount of Lump Sum payments on Full Commutation On a Pension Member fully commuting the Pension Member's pension, the Trustee must pay a lump sum benefit to the Pension Member equal to the amount received by the Trustee on withdrawal of all the Units allocated to the Pension Member Account (or any other applicable Account). A6.12 Amount of Lump Sum payments on Partial Commutation On a Pension Member partially commuting the Pension Member's pension, the Trustee must pay a lump sum benefit to the Pension Member equal to the amount received by the Trustee on withdrawal of the Units which are: allocated to the Pension Member Account (or any other applicable Account); and requested to be withdrawn by the Pension Member under the Retirement Pension Policy. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 52

54 A7. DEATH BENEFIT A7.1 Form of Payout The manner of payment of a Death Benefit of a Pension Member shall be governed by rules 6.8A, 6.8B, 6.9A, 6.9B and A7.2 Lump Sum Benefit If a Death Benefit of a Pension Member is to be paid wholly as a lump sum, the Trustee must pay a benefit equal to the amount received by the Trustee on the withdrawal of all Units allocated to the Pension Member Account (or any other applicable Account). A7.3 Partial Lump Sum Benefit (d) A death benefit in respect of a Pension Member may be partially paid as a lump sum and partially as a pension. Where part or all of the death benefit is paid as a pension, the Trustee may, in its absolute discretion, make the recipient of the benefit a Pension Member. Where part or all of the death benefit is paid as a lump sum, the Trustee must determine the amount to be paid as a lump sum. After making such determination, the Trustee must pay that amount as a lump sum death benefit to the person entitled by withdrawing Units allocated to the Pension Member Account (or any other applicable Account) in accordance with the Retirement Pension Policy. A7.4 Pension Benefit If a death benefit in respect of a Pension Member is to be paid wholly or partially as a pension, then after the Trustee has paid any lump sum benefit, the Trustee must commence paying the pension to the person entitled to it according to the provisions set out in Rules A6.1 to A6.12. In those circumstances, references to the Pension Member in those Rules must be read as references to the person entitled to the pension. A8. POLICY A8.1 Retirement Pension Policy Each Pension Member agrees that the terms of the Pension Member's Retirement Pension Policy operates to: (d) (e) (f) establish the Investment Portfolios in which Units are allocated; establish the method of valuing Investment Portfolios and determining the application price and withdrawal price of Units; provide for the charging of the fees and charges specified in the Policy and the withdrawal of Units to meet any fees, charges, Taxes or meet any deductions that the Life Insurer is entitled to make under the Retirement Pension Policy; determine the timing and method of withdrawing Units and switching; specify the timing and payment of Units withdrawn; and prevent the Retirement Pension Policy from being used in any way as security for a borrowing. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 53

55 A9. SELECTION OF UNITS A9.1 Selection The Trustee shall, subject to the agreement of the Life Insurer, seek and have allocated to it under the Retirement Pension Policy in respect of a Pension Member, Units of the class or type selected by the Pension Member. If the Pension Member fails for any reason to select the class or type of units under the Retirement Pension Policy, then the Trustee may select the type of class of units allocated to the Pension Member under the Retirement Pension Policy. For the purpose of this rule "select" includes vary. A9.2 No Obligation to Select The Trustee is not obliged to exercise its powers under Rule A9.1 to select the type and class of Units and if it fails to do so or does exercise the powers, the Trustee shall not be liable for any loss or damage howsoever arising in relation to that failure or selection. A10. SELECTION OF UNITS ON WITHDRAWAL Unless otherwise agreed with the Pension Member or specified in the Member's Retirement Pension Policy, the Trustee may select what class and type of Units it withdraws in order to meet any liability of the Fund. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 54

56 Pricing Schedule 1 Overriding Operation 1.1 This Schedule forms part of the Trust Deed. 1.2 The provisions in this Schedule apply despite anything to the contrary in the Trust Deed. 1.3 If there is more than one Fund maintained under the Trust Deed, this Schedule applies severally to each Fund. 2 Interpretation 2.1 In this Schedule, unless the contrary appears or context requires otherwise: Allocation Value in relation to a Unit means the value of the Unit determined under clause 4.3 or 4.4 of this Schedule; Application means an application for the issue of Units under the main body of the Trust Deed. Assets means all the property, rights and income of the Fund. Cancellation Value in relation to a Unit means the value of the Unit determined under clause 4.5 of this Schedule; Class refers to a class of Unit, if any. If there is only one class of Unit for a Fund, it refers to that class. Contribution Transaction Costs for an Investment Portfolio means the Trustee s estimate of the total cost of acquiring all of the Assets of the Investment Portfolio determined under clause 3.5 of this Schedule. Fund means the trust fund maintained under the Trust Deed or, if there is more than one trust fund, each trust fund. Investment Portfolio in respect of a Class, means the portfolio of Assets to which the Class relates. If there is only one class of Unit, it refers to the Fund. Liability means: all liabilities of the Fund, including: (i) (ii) liabilities accrued but not yet paid; and amounts payable to the Trustee; and any provision which the Trustee considers should be taken into account in determining the liabilities of the Fund. Redemption means a request for redemption or cancellation of Units or withdrawal of funds in respect of Units made by a Unit Holder. Unit of a Fund has the same meaning as Unit in the main body of the Trust Deed. Withdrawal Transaction Costs for an Investment Portfolio means the Trustee s estimate of the total cost of selling all of the Assets of the Investment Portfolio determined under clause 3.5 of this Schedule. 3. Valuation Investment Portfolios Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 55

57 Time 3.1 The Trustee must cause each Investment Portfolio to be valued at times which the Trustee considers appropriate. Valuer 3.2 The Trustee may instruct a person, who the Trustee considers to be appropriately qualified and experienced, to value any Asset or Liability. Valuation principles 3.3 The Trustee may set down the principles for valuing the whole or any part of an Investment Portfolio (including attributing Liabilities to the Investment Portfolio). Those principles must be consistent with Superannuation Law. Valuation periods 3.4 The Trustee must determine, as it considers appropriate: the period during which an Allocation Value is to apply; the period during which a Cancellation Value is to apply; and the time of the valuation under clause 3.1 of this Schedule which is to apply to each of those periods. Transaction Costs 3.5 For each Application or Redemption of Units in a Class, the Trustee must estimate the amount which would be the total cost of acquiring (in the case of an Application) or selling (in the case of a Redemption) all of the Assets of the Investment Portfolio if all of the Assets of the Investment Portfolio were to be acquired or sold at the time of the Application or Redemption. Use of Allocation Value and Cancellation Value 3.6 For each Application which is accepted by the Trustee, the Trustee must issue Units at the Allocation Value which is applicable to the Application or at a value determined under clause 4.6 of this Schedule. 3.7 For each Redemption request which the Trustee will satisfy, the Trustee must redeem Units at the Cancellation Value which is applicable to the Redemption or at a value determined under clause 4.6 of this Schedule. 4. Unit Value Units of equal value 4.1 All Units in a Class have an equal value. Unit Value 4.2 The Unit Value of Units in a Class at a particular time is the value determined by the Trustee having regard to: the value most recently determined under clause 3.1 of the Investment Portfolio for the Class; and the number of Units in the Class relating to that valuation. Allocation Value Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 56

58 4.3 If Units may be issued in different Classes, the Allocation Value of Units in a class on the first day Units are allocated in that Class shall be $ The Allocation Value of Units in a Class for a period determined under clause 3.4, other than on the first day Units are allocated in that Class must be determined by the Trustee: if the subscription is in cash, based on: VAP U CTC where: VAP = the value of the Investment Portfolio for the Class determined under clause 3.1 and applicable to the period; CTC = the Contribution Transaction Costs which the Trustee considers appropriate to attribute to the Class; U = the number of Units in the Class relating to the valuation of that Investment Portfolio; or if the subscription is not in cash, as being the Unit Value. Cancellation Value 4.5 The Cancellation Value of Units in a Class for a period determined under clause 3.4, other than on the first day Units are allocated in that Class must be determined by the Trustee: if the withdrawal or payment is in cash, based on: where: VAP U WTC VAP = the value of the Investment Portfolio for the Class determined under clause 3.1 and applicable to the period; WTC = the Withdrawal Transaction Costs which the Trustee considers appropriate to attribute to the Class; U = the number of Units in the Class relating to the valuation of that Investment Portfolio; or if the withdrawal is satisfied other than by cash, as being the Unit Value. Fair and reasonable price 4.6 In exercising its powers under clauses 3.1 to 4.5 of this Schedule, the Trustee must determine and apply to each Application or Redemption the price which the Trustee believes, on reasonable grounds in the circumstances, to be fair and reasonable as between the person who is being issued Units or whose Units are being redeemed and the other beneficiaries of the Fund. Minter Ellison Ref: NH Trust Deed for BT Lifetime Super page 57