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