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

Transcription

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

24 (iii) (iv) (v) (vi) investments of the Plan; a Life Policy; human resources; information technology; and fund administration. If the Trustee determines that it is not appropriate to engage a member of the Corporate Group or any other person nominated by the Parent Company to provide the services, investments and products mentioned in rule 5 to the Trustee and the Plan, the Trustee may engage any person to provide any services, investments and products that it determines appropriate. 6. Reserve Account for Participating Employers (d) The Trustee may establish a reserve account in an Employer Sub-Plan for a Participating Employer to record any amount that is contributed by the Participating Employer (or transferred into the Employer Sub-Plan for one or more Employees of a Participating Employer) that is not allocated to an Account of an Employee of the Participating Employer. The reserve account will operate subject to the terms and conditions determined by the Trustee from time to time. Subject to the Participation Schedule for an Employer Sub-Plan and the Relevant Law, when an Employer ceases to be a Participating Employer of the Employer Sub-Plan, the Trustee must transfer the Employees that the Employer nominated to become Members of the Employer Sub- Plan and their benefit entitlements to: (iii) (iv) (v) another Category within the Plan nominated by the Employer or the Member; another Employer Sub-Plan within the Plan nominated by the Employer or the Member; another Plan nominated by the Employer or the Member; a Benefit Arrangement nominated by the Employer; or if no Plan or Benefit Arrangement is nominated within 45 days (or such other period determined by the Trustee) of the Employer ceasing to be a Participating Employer, a category, Employer Sub-Plan, Plan or Benefit Arrangement selected by the Trustee. Subject to the Participation Schedule for an Employer Sub-Plan and the Relevant Law, when a Member who is employed by a Participating Employer ceases to be employed by that Participating Employer, the Trustee must transfer or pay an amount equal to the Member's Account balance to: (iii) (iv) (v) the Member; another Category within the Plan nominated by the Member; another Employer Sub-Plan within the Plan nominated by the Member (if permitted by the Participation Schedule for the other Employer Sub-Plan); another Plan nominated by the Member; a Benefit Arrangement nominated by the Member; or Trust Deed for Retirement Wrap page 23

25 (vi) if no Plan or Benefit Arrangement is nominated by the Member within 45 days (or such other period determined by the Trustee) of the Member ceasing to be employed by a Participating Employer, a Plan or Benefit Arrangement selected by the Trustee. 7. Contributions to the Plan 7.1 No Duty to Take any Action The Trustee is not required: to take any action to recover a contribution, transfer or rollover from any person; or to notify any person if a contribution, transfer or rollover has not been received or is in arrears. 7.2 Mistake Where a contribution, transfer or rollover received by the Trustee cannot be credited to the Fund in accordance with the Relevant Law or has been paid by mistake, the Trustee may refund that contribution, transfer or rollover to the person who made the contribution, transfer or rollover or on whose behalf the contribution, transfer or rollover was made, subject to any deduction or addition as it determines. 8. Benefits 8.1 Date of calculation of benefits A benefit of a Beneficiary is to be calculated as at the date the event which gave rise to the entitlement of the Beneficiary occurred and, if determined by the Trustee, may include a positive or negative return on the Beneficiary's benefit up to the date that the benefit is paid to the Beneficiary. 8.2 Trustee may limit or reduce benefits The Trustee may limit or reduce benefits and rights of a Beneficiary to take account of: any contributions which have not been paid; any amount payable under this Plan (including a Fund Expense); any lack of information, or any incorrect, inaccurate or misleading information supplied, or lack of information supplied, by or in respect of a Beneficiary; (d) (e) (f) (g) (h) any refusal or failure by an insurer to provide insurance or to pay any insurance proceeds; any decision of an insurer to: (iii) reduce the payment of any insurance proceeds; defer the payment of any proceeds; or impose terms and conditions on which the insurance proceeds are payable; any requirement of the Relevant Law to pay an amount from the Beneficiary's Account or to pay all or part of the Beneficiary's benefit to a particular person (including a Family Law Arrangement); the manner in which a benefit will be paid; any amount that has been (or will be) deducted from the assets of the Plan that relates to the Beneficiary including: Trust Deed for Retirement Wrap page 24

26 contributions that have been overpaid; and an amount that the Relevant Law requires or permits the Beneficiary to request to be withdrawn (or permits a Regulator, on the Beneficiary's behalf, to request to be withdrawn); (j) rounding amounts; correcting errors; or (k) any other matter the Trustee considers appropriate. 8.3 Condition of benefit payment A condition of a benefit being paid to, or for the benefit of, a Beneficiary is that if the Trustee, a court or tribunal determines, after the Trustee pays the benefit, that the amount of the Beneficiary's benefit is less than what was paid to them, the Beneficiary: must repay to the Trustee on demand the amount that the Trustee determines should not have been paid to the Beneficiary; releases the Trustee from any loss or damage that the Beneficiary may suffer as a result of the Trustee making the insufficient deduction or overpaying the benefit; and indemnifies the Trustee in respect of any loss or damage that the Trustee may suffer as a result of the Trustee overpaying the benefit. 8.4 Trustee reliance on Beneficiary Subject to the Relevant Law, if the Trustee relies on any opinion, advice, statement or information provided by a Beneficiary, the Beneficiary indemnifies the Trustee for any loss, expense or damage that the Trustee may suffer as a result of relying on that opinion, advice, statement or information. 9. Death Benefit Nominations The Trustee may provide a Member or a group of Members with a facility and guidelines to make: (iii) a Binding Nomination; a Non-Lapsing Nomination; or a Discretionary Request. The Trustee may provide its consent to the exercise of a Member's direction in a Non-Lapsing Nomination: on an individual basis; or on a general basis with effect from the time that the Non-Lapsing Nomination is processed by or on behalf of the Trustee where the direction is exercised in accordance with guidelines that the Trustee determines in accordance with clause 9 from time to time. For the purposes of rule 9, the guidelines comprise the following: a Nominated Beneficiary of the Member must be: (A) a Dependant or the Legal Personal Representative of the Member; or Trust Deed for Retirement Wrap page 25

27 (d) (e) (f) (g) (iii) (B) if there is no Dependant or Legal Personal Representative nominated by the Member, any other natural person to whom the Death Benefit of the Member may be paid under the SIS Act; the Nomination must deal with all or part of the Death Benefit of the Member; and such other or such varied conditions determined by the Trustee from time to time. Subject to rules 9(f) and 9(g), the Trustee: (iii) must, in the case of a Binding Nomination; must, in the case of a Non-Lapsing Nomination to which the Trustee has consented pursuant to rule 9; and may, in the case of a Discretionary Request, give effect to the Nomination or Discretionary Request in accordance with its terms. If a Member gives the Trustee a Nomination or Discretionary Request: any prior Nomination or Discretionary Request is taken to be revoked on the date of the Trustee's acceptance of that later Nomination or Discretionary Request; and the later Nomination or Discretionary Request given by the Member and accepted by the Trustee replaces any prior Nomination or Discretionary Request. If a Nomination or Discretionary Request specifies a person as a beneficiary who is not eligible under the Relevant Law or the Trustee's guidelines (ineligible beneficiary) to receive the portion of the benefit specified in the Nomination or Discretionary Request, the Trustee: must, in the case of a Nomination; and may, in the case of a Discretionary Request, pay the specified portion of the benefit referable to the ineligible beneficiary: (iii) (iv) to the remaining Nominated Beneficiary, or, if more than one, to the remaining Nominated Beneficiaries in the same proportion, but as to the whole, that they shared in the portion of the Death Benefit payable to them in accordance with the Nomination or Discretionary Request; or if there is no remaining eligible Nominated Beneficiary, to the Legal Personal Representative of the Member. A Non-Lapsing Nomination ceases to be valid if the Trustee has actual knowledge that the Member has, after giving the Trustee a Non-Lapsing Nomination: (iii) (iv) married; entered into a de facto or like relationship with a person of either gender; separated on a permanent basis from their spouse or partner; or had a child with a person other than their spouse or partner. If a Non-Lapsing Nomination ceases to be valid, the Trustee must pay the death benefit in accordance with rule 9(k) or 9(l). Trust Deed for Retirement Wrap page 26

28 (h) (j) (k) (l) (m) (n) If a Member does not provide a Nomination or Discretionary Request and the Trustee has not received a Prior Instruction, the Trustee must pay the Death Benefit of the Member to the Legal Personal Representative of the Member. If the Trustee is required to pay or has decided to pay a Death Benefit, or a portion of a Death Benefit, to a Legal Personal Representative of a Member and a Legal Personal Representative is not appointed, or the Trustee is unable to identify the Legal Personal Representative, within 90 days of the date of death or any later date the Trustee considers reasonable, the Trustee must pay the whole or the part of the Death Benefit: to such one or more of the Dependants of the Member; or if none, to any other person or persons in accordance with the Relevant Law, as the Trustee determines. Where the whole or part of a Death Benefit is payable and none of the previous rules apply in relation to the whole or the part, the Trustee may pay the relevant amount in accordance with any Prior Instruction as if the Prior Instruction had been made to the Trustee as a Discretionary Request. Where the whole or part of a Death Benefit is payable and none of the previous rules (including rule 9(j)) apply in relation to the whole or the part, the Trustee may pay the relevant amount to such one or more of the Member's Dependants and Legal Personal Representative as the Trustee determines, or, if none, to any other person or persons in accordance with the Relevant Law, as the Trustee determines. The Trustee may impose additional conditions and make additional rules and procedures for the payment of a Death Benefit in circumstances not contemplated or dealt with by this rule 9 including where a Nomination or Discretionary Request is wholly or partly invalid. Each 'Binding Nomination', 'Non-Lapsing Nomination' and 'Discretionary Request' given to the trustee of the Former Fund by a member of the Former Fund in accordance with the rules of the Former Fund and in force and current on the Transfer Date is a Binding Nomination, Non-Lapsing Nomination or Discretionary Request, as the case may be, for the purposes of this rule 9 and is taken to be a notice given to the Trustee by the relevant Member on the date it was given to the trustee of the Former Fund. The Trustee may determine, prior to accepting the transfer of a Member's benefit from another Plan or another superannuation fund (transferring product), to treat: a non-binding death benefit nomination (by whatever name) given by the Member to the trustee of the transferring product prior to the transfer date as a Discretionary Request received by the Trustee from the Member for the purposes of these Rules; and a binding death benefit nomination (by whatever name) given by the Member to the trustee of the transferring product prior to the transfer date as a Nomination received by the Trustee from the Member for the purposes of these Rules. 10. Remuneration The Trustee is entitled to be paid out of the Plan the following fees: a trustee fee determined by the Parent Company from time to time from each Member's Account; Trust Deed for Retirement Wrap page 27

29 (iii) (iv) an administration fee determined by the Parent Company from time to time from each Member's Account; if applicable, a fee determined by the Parent Company from time to time for the transfer of assets to or from another Benefit Arrangement; and such other fees as the Parent Company determines from time to time. The Trustee may charge a Beneficiary or any other person permitted by the Relevant Law a fee or an amount determined by the Trustee in relation to the following matters undertaken by the Trustee: (iii) a Family Law Arrangement; a Contributions Split; or any other matter as the Trustee determines from time to time. The Trustee may: (iii) charge a different fee or amount to any Member (or group of Members) based on such criteria as it determines appropriate, including levels of investment held by the Member or other persons in other financial products issued by the Trustee or a related body corporate of the Trustee or a third party; pay commissions or other payments to a person (including a related body corporate) as the Trustee determines is appropriate; and retain a rebate of all or part of a Fund Expense provided that the amount retained by the Trustee is offset by a reduction in: (A) (B) another Fund Expense that would otherwise be deducted from the Plan or a Division, Category or Employer Sub-Plan of the Plan; or a fee that the Trustee would be able to be paid out of the Fund (even if that fee has not actually been paid out of the Fund to the Trustee). 11. Amendment of Plan Rules The Trustee must obtain the consent of the Parent Company to any amendment to rules 4, 5, 10 or this rule Notices 12.1 Requirements Any notice or other communication in connection with the Plan (including any information required or permitted by the Relevant Law to be given by the Trustee to a Beneficiary) (each a notice) must be given in accordance with this rule When notice given and received A Beneficiary agrees by participating in the Plan or a Division, Category or Employer Sub-Plan of the Plan, or on becoming entitled to a superannuation interest, to: receive any notice from the Trustee by: (A) (B) ; the Messaging System; Trust Deed for Retirement Wrap page 28

30 (d) (e) (f) (g) (C) (D) the BT Super for Life Website; or any other medium utilised by the Trustee and notified to the Beneficiary; and give any notice to the Trustee by: (A) (B) as set out in this rule 12. to the Fund Address; or any other medium utilised by the Trustee and notified to the Beneficiary, Subject to rule 12.2(f), where the Trustee wishes to give a notice to a Beneficiary by , the Trustee may use the last address notified to the Trustee by the Beneficiary. Any such notice is deemed to have been received and read by the recipient 36 hours (or other period determined by the Trustee from time to time) after the time recorded on the Trustee's copy of the . Subject to rule 12.2(f), where the Trustee posts a notice on the Messaging System for a Beneficiary, the notice is deemed to have been received and read by the Beneficiary 36 hours (or other period determined by the Trustee from time to time) after the time of posting. Where the Trustee posts a notice on the BT Super for Life Website for a Beneficiary, the notice is deemed to have been received and read by the Beneficiary 48 hours (or other period determined by the Trustee from time to time) after posting on that website. Subject to rule 12.2(f), where a Beneficiary wishes to give a notice to the Trustee, the Beneficiary: must only use the Fund Address or any other medium utilised by the Trustee and notified to the Beneficiary; and in doing so, must comply with any requirements for the giving of notices to the Fund Address or any requirements determined by the Trustee and notified to the Beneficiary for using any other medium. Any notice given by a Beneficiary in accordance with rule 12.2(e) is deemed to have been received and read by the Trustee 36 hours (or other period determined by the Trustee from time to time) after the time of posting. Rule 12.2, 12.2 or 12.2(e) does not apply if: (iii) the person giving the notice receives a report of delivery failure or delivery delay; the person giving the notice receives an 'out of office' reply or similar response; or the recipient informs the person giving the notice that the notice is illegible, incomplete or corrupted, within 36 hours (or other period determined by the Trustee from time to time) of the notice being transmitted or posted. A notice to the Trustee which is received: other than on a Business day or after 4.00 pm (Sydney time) (or other time determined by the Trustee from time to time) is regarded as received at 9.00 am (Sydney time) on the following Business day; and before 9.00 am (Sydney time) is regarded as received at 9.00 am (Sydney time). Trust Deed for Retirement Wrap page 29

31 12.3 Reliance A notice given and received in accordance with rule 12 can be relied on by the Trustee and the Trustee is not liable to any person for any consequences of that reliance in good faith if the Trustee believes it to be genuine, correct and authorised by the sender. Savings Plan Category 13. Participation A person may participate in this category of the Plan, subject to the approval of, and any terms and conditions imposed by, the Trustee, if: the Relevant Law permits that person to: (iii) contribute to the Plan; have contributions made on their behalf to the Plan; or have an amount rolled over or transferred to the Plan for their benefit; or the Trustee decides to make the person a Member of this category of the Plan as a result of the splitting of another Member's interest in the Plan in accordance with a Family Law Arrangement or a Contributions Split. 14. Member's Account A Member's Account must be credited with the following in relation to this category of the Plan: (iii) (iv) (v) (vi) (vii) a contribution to the Plan in relation to the Member; an amount that is rolled over or transferred into the Plan in relation to the Member; an amount allotted to the Member from another Member's Account under a Family Law Arrangement; an amount transferred from another category or Plan in respect of the Member; investment earnings on the amount in the Member's Account; a benefit that is received by the Trustee under a Life Policy in respect of the Member; and any other amount or contribution that the Trustee determines to credit to the Member's Account. A Member's Account must be debited with the following in relation to this Plan: (iii) (iv) a benefit or amount that is paid to, or for the benefit of, the Member, a Dependant of the Member or the Member's spouse or former spouse under a Family Law Arrangement; an amount allotted to the Account of the Member's spouse or former spouse under a Family Law Arrangement; an amount transferred in respect of the Member to another category or Plan; investment losses on the amount in the Member's Account; Trust Deed for Retirement Wrap page 30

32 (v) (vi) (vii) the amount of fees or any other amount payable to the Trustee under rule 10 in relation to the Member; the amount of any liability (including a Fund Expense) under clause 5.3 attributed by the Trustee to the Member; and any other amount that the Trustee determines to debit to the Member's Account. 15. Benefits On the death of a Member, a benefit will be payable in respect of the Member equal to the whole of the Member's Account balance. Except in the circumstance described in rule 15, a Member is entitled to be paid a benefit equal to the whole or part of the Member's Account balance in the circumstances permitted by the Relevant Law. Trust Deed for Retirement Wrap page 31

33 Corporate Super Plan Category 16. Employer Sub-Plans and Employers 16.1 Employer Sub-Plans The Trustee may, upon the application of an Employer referred to in rule 16.2, establish an Employer Sub-Plan in the Corporate Super Plan Category for the purpose of providing superannuation benefits for Employees of the Employer and/or such other persons in accordance with the applicable Participation Schedule. An Employer Sub-Plan is an account: which has separately identifiable assets and separately identifiable Beneficiaries; where the interests of each Beneficiary of the Employer Sub-Plan are determined by reference only to the conditions governing that Employer Sub-Plan, and which is maintained for the Participating Employer, Associated Employers and Beneficiaries who participate in the Employer Sub-Plan. However, for the avoidance of doubt: (iii) Employer Sub-Plans do not constitute separate superannuation funds; and (iv) the Trustee may only satisfy a liability that is attributable to an Employer Sub-Plan from the Employer Sub-Plan and must not satisfy any such liability from the assets that are not attributable to the Employer Sub-Plan Participating Employers and Associated Employers The Trustee may admit as a Participating Employer for an Employer Sub-Plan any person who: applies for the establishment of an Employer Sub-Plan; and applies to become the Participating Employer of the Employer Sub-Plan, in a form and manner approved by the Trustee. A person's role as Participating Employer will terminate upon termination of the agreement by which the person participates in the Employer Sub-Plan, in which case, the Trustee may: arrange for any other person the Trustee considers appropriate to assume the role of Participating Employer, in which case, the original Participating Employer ceases to be the Participating Employer but, if it so elects and with the consent of the Trustee and the new Participating Employer, may continue as an Associated Employer participating in the Employer Sub-Plan; or terminate the Employer Sub-Plan. Subject to the Relevant Law, the Trustee may admit to participation in a Participating Employer's Employer Sub-Plan as an Associated Employer, on such terms and conditions as the Trustee determines, any person who: with the consent of the Participating Employer, applies to become an Associated Employer of the Employer Sub-Plan; or is nominated by the Participating Employer an Associated Employer of the Employer Sub-Plan, Trust Deed for Retirement Wrap page 32

34 in a form and manner approved by the Trustee. (d) The Trustee may release an Associated Employer from participation in an Employer Sub-Plan: at the request of the Associated Employer or the Participating Employer; or if the Trustee considers it to be in the best interests of the Members of the Employer Sub-Plan. Where an Associated Employer is released, the Trustee may make such arrangements as the Trustee considers appropriate with respect to the Associated Employer's cessation of participation Participation Schedule The Trustee may by resolution or instrument in writing make rules governing a particular Employer Sub-Plan (Participation Schedule). A Participation Schedule may be amended in accordance with clause 13 of this Deed. 16A. Termination of an Employer Sub-Plan Subject to clause 12, the Trustee may terminate an Employer Sub-Plan at any time by resolution or instrument in writing specifying a particular date of termination (termination date of the Employer Sub-Plan). When an Employer Sub-Plan is terminated, the Trustee must apply the assets identified with the Employer Sub-Plan in accordance with any applicable Participation Schedule or, if the Participation Schedule is silent on this issue, in the following order of priority: to pay or provide for the payment of Fund Expenses referable to the Employer Sub-Plan, as determined by the Trustee; to or towards the payment of Beneficiaries' benefits in the Employer Sub-Plan, as determined by the Trustee. Each Beneficiary accepts that the payment in accordance with rule 16A is in full discharge of all claims in respect of the Employer Sub-Plan. The Trustee may deal with any remaining assets in the Employer Sub-Plan as it determines in its absolute discretion. 17. Member's Account A Member's Account in an Employer Sub-Plan must be credited with the following: (iii) (iv) (v) (vi) a contribution to the Employer Sub-Plan by or in relation to the Member; an amount that is rolled over or transferred into the Employer Sub-Plan in relation to the Member; an amount allotted to the Member from another Member's Account under a Family Law Arrangement; an amount transferred from another Plan in respect of the Member; investment earnings on the amount in the Member's Account; a benefit that is received by the Trustee under a Life Policy in respect of the Member; and Trust Deed for Retirement Wrap page 33

35 (vii) any other amount or contribution that the Trustee determines to credit to the Member's Account. A Member's Account in an Employer Sub-Plan must be debited with the following: (iii) (iv) (v) (vi) (vii) a benefit or amount that is paid to, or for the benefit of, the Member, a Dependant of the Member or the Member's spouse or former spouse under a Family Law Arrangement; an amount allotted to the Account of the Member's spouse or former spouse under a Family Law Arrangement; an amount transferred in respect of the Member to another Plan or another Employer Sub-Plan; investment losses on the amount in the Member's Account; the amount of fees or any other amount payable to the Trustee under rule 10 in relation to the Member; the amount of any liability (including a Fund Expense) under clause 5.3 attributed by the Trustee to the Member; and any other amount that the Trustee determines to debit to the Member's Account. 18. Benefit Adjustments for Defined Benefit Members In this rule 18: Non-Member Spouse has the same meaning as in section 90MD of the Family Law Act. Split Amount means an amount applied by the Trustee to make a payment to or for the benefit of the Non-Member Spouse of a defined benefit member in substitution for any entitlement that the Non-Member Spouse has, pursuant to Part VIIIB of the Family Law Act 1975 (Cth), in respect of the Member's interest in an Employer Sub-Plan. The Trustee may establish an account called an Offset Account in respect of each defined benefit member of an Employer Sub-Plan. The Trustee shall: credit to the Offset Account: (A) (B) (C) (D) Split Amounts; the liability of the defined benefit member to tax under the Superannuation Contributions Tax Imposition Act 1997 (Cth) and the Superannuation Contributions Tax (Assessment and Collection) Act 1997 (Cth); investment performance (if positive); and such other amounts as the Trustee determines should be credited to the Offset Account; and debit to the Offset Account: (A) (B) any contributions, transfers or roll-overs made to the Employer Sub-Plan pursuant to rule 18(d); a Split Amount paid by the Trustee in respect of the Member which is returned to the Trustee for any reason; Trust Deed for Retirement Wrap page 34

36 (d) (e) (C) (D) investment performance (if negative); and such other amounts as the Trustee determines should be debited to the Offset Account. Subject to the Participation Schedule, a defined benefit member may: make, or arrange with the Member's Employer for the Employer to make, additional contributions to the Employer Sub-Plan; transfer or roll-over superannuation benefits into the Employer Sub-Plan, for the purpose of reducing the credit balance of the Member's Offset Account. Benefits payable from the Employer Sub-Plan shall be adjusted as follows: if the benefit payable is a lump sum benefit, the amount of the benefit otherwise payable in accordance with the Participation Schedule shall be reduced by the credit balance (if any) or increased by the debit balance (if any) of the Member's Offset Account at the time the benefit is payable; or if the benefit payable is a pension, the pension otherwise payable in accordance with the Participation Schedule shall be adjusted in such a manner as the Trustee after considering the advice of the Actuary considers appropriate having regard to the credit or debit balance (if any) of the Member's Offset Account at the time that the pension becomes payable. 18A. Pension Standards In this rule 18A, Former Benefit Arrangement means a Benefit Arrangement which is a predecessor fund to the Fund. The following rules apply to a pension payable from an Employer Sub-Plan: (iii) (iv) (v) (vi) (vii) the capital supporting the pension cannot be added to by way of contribution or rollover after the pension has commenced; the pension cannot be commuted except as permitted by the SIS Regulations; the pension cannot be transferred to a person, other than a reversionary beneficiary on the death of the primary beneficiary or of another reversionary beneficiary; the capital value of the pension and the income from it, cannot be used as security for a borrowing; at least one pension payment must be made each year, except as otherwise permitted by the SIS Regulations; if a pension is payable for the life of Member, the pension must be paid in accordance with the standards of subregulation 1.06(2) of the SIS Regulations; if the pension is a pension which: (A) (B) commenced in a Former Benefit Arrangement between 1 July 1994 and 20 September 2007; is not payable for the life of the pensioner; and Trust Deed for Retirement Wrap page 35

37 (viii) (ix) (x) (xi) (C) provides that the size of the payments of benefit in a year is fixed, allowing for variation only as specified in the rules or to allow payments to be made under a payment split, the pension must be paid in accordance with the standards of subregulation 1.06(6) of the SIS Regulations; if the pension is a pension which: (A) commenced in a Former Benefit Arrangement before 20 September 2007; (B) (C) (D) is payable for a fixed period; the total amount of the payment, or payments, to be made in the first year is fixed; the total amount of the payments to be made in a year other than the first year does not fall below the total amount of the payments made in the immediately preceding year and does not increase by more than a Consumer Price Index, the pension must be paid in accordance with the standards of subregulation 1.06(7) of the SIS Regulations; if the pension is a pension which: (A) commenced in a Former Benefit Arrangement before 20 September 2007; (B) the total amount of the payments to be made in a year (excluding payments by way of commutation but including payments made under a payment split) is determined in accordance with Schedule 6 of the SIS Regulations, the pension must be paid in accordance with the standards of subregulation 1.06(8) of the SIS Regulations; if the pension is a pension which: (A) (B) has an account balance attributable to the pensioner; and the total of payments in any year (including under a payment split but excluding amounts rolled over) is at least the amount calculated under clause 1 of Schedule 7 of the SIS Regulations, the pension must be paid in accordance with the standards of subregulation 1.06(9A) of the SIS Regulations; if the pension is a pension which: (A) (B) does not have a residual capital value, commutation value or withdrawal benefit greater than 100% of the purchase price of the pension and the total of payments in any year (including under a payment split but excluding amounts rolled over) is at least the amount calculated under clause 2 of Schedule 7 of the SIS Regulations; or is payable throughout the life of the beneficiary (primary or reversionary), or for a fixed term of years that is no greater than the difference between the primary beneficiary's age on the commencement day and age 100, and the total of payments from the pension in the first year (including under a payment split but excluding amounts rolled over) is at least the amount calculated under clause 2 of Schedule 7 of the SIS Regulations; Trust Deed for Retirement Wrap page 36

38 the pension must be paid in accordance with the standards of subregulation 1.06(9A) of the SIS Regulations; (xii) (xiii) the pension must be paid in accordance with the relevant provisions of the applicable Participation Schedule, subject always to the provisions of the SIS Regulations; and without limiting the foregoing, the pension must be paid in accordance with the standards relevant to that type of pension in the SIS Regulations, and the Trustee has full power and authority, in relation to any such payment, to take such action to ensure compliance with those standards. Trust Deed for Retirement Wrap page 37

39 Retirement Account Plan Category 19. Participation A person may participate in this category of the Plan, subject to the approval of, and any terms and conditions imposed by, the Trustee, if: the Relevant Law and the Retirement Account Rules permit that person: for the purpose of establishing an income stream, to contribute to the Plan, have contributions made on their behalf to the Plan or have an amount rolled over or transferred to the Plan for their benefit; and to be paid an income stream; or the Trustee decides to make the person a Member of this category of the Plan as a result of the splitting of another Member's interest in the Plan in accordance with a Family Law Arrangement or a Contributions Split. 20. Member's Account A Member's Account must be credited with the following in relation to this Plan: (iii) the total amount that is rolled over or transferred into the Plan or allotted to the Member from another Member's Account under a Family Law Arrangement that is used to purchase the income stream; investment earnings on the amount in the Member's Account; any other amount or contribution that the Trustee determines to credit to the Member's Account. A Member's Account must be debited with the following in relation to this Plan: (iii) (iv) (v) (vi) (vii) income stream payments or other amounts that are paid to, or for the benefit of, the Member, a Dependant of the Member or the Member's spouse or former spouse under a Family Law Arrangement; an amount paid after the income stream has been wholly or partly commuted; an amount rolled over or transferred out of the Plan for the benefit (or allotted to the Account) of the Member's spouse or former spouse under a Family Law Arrangement; investment losses on the amount in the Member's Account; the amount of fees or any other amount payable to the Trustee under rule 10 in relation to the Member; the amount of any liability (including a Fund Expense) under clause 5.3 attributed by the Trustee to the Member; and any other amount that the Trustee determines to debit to the Member's Account. Trust Deed for Retirement Wrap page 38

40 21. Benefit 21.1 Income stream In the circumstances permitted by the Relevant Law applicable to an 'account-based pension' that complies with SIS Regulation 1.06(1) and in accordance with the Retirement Account Rules and the terms and conditions of the Member's Retirement Account Income Stream: a Member is entitled to be paid a benefit in the form of an income stream; and on the death of a Member, unless the Member's income stream continues to be paid to a reversionary beneficiary, a benefit will be payable in respect of the Member equal to the whole of the Member's Account balance Retirement Account Rules The Trustee must determine the rules for a Retirement Account Income Stream from time to time. The Retirement Account Rules must: (iii) meet the standards of SIS Regulation 1.06(9A) that are applicable to a pension that has an account balance that is attributable to a Beneficiary; meet the standards of SIS Regulation 1.07D; and not permit the capital supporting the income stream to be added to by way of contribution or rollover after the income stream has commenced. Trust Deed for Retirement Wrap page 39

41 Transition to Retirement Account Plan Category 22. Participation A person may participate in this category of the Plan, subject to the approval of, and any terms and conditions imposed by, the Trustee, if: the Relevant Law and the Transition to Retirement Account Rules permit that person: for the purpose of establishing an income stream, to contribute to the Plan, have contributions made on their behalf to the Plan or have an amount rolled over or transferred to the Plan for their benefit; and to be paid an income stream; or the Trustee decides to make the person a Member of this category of the Plan as a result of the splitting of another Member's interest in the Plan in accordance with a Family Law Arrangement or a Contributions Split. 23. Member's Account A Member's Account must be credited with the following in relation to this Plan: (iii) the total amount that is rolled over or transferred into the Plan or allotted to the Member from another Member's Account under a Family Law Arrangement that is used to purchase the income stream; investment earnings on the amount in the Member's Account; any other amount or contribution that the Trustee determines to credit to the Member's Account. A Member's Account must be debited with the following in relation to this Plan: (iii) (iv) (v) (vi) (vii) income stream payments or other amounts that are paid to, or for the benefit of, the Member, a Dependant of the Member or the Member's spouse or former spouse under a Family Law Arrangement; an amount paid after the income stream has been wholly or partly commuted; an amount rolled over or transferred out of the Plan for the benefit (or allotted to the Account) of the Member's spouse or former spouse under a Family Law Arrangement; investment losses on the amount in the Member's Account; the amount of fees payable to the Trustee under rule 10 in relation to the Member; the amount of any liability (including a Fund Expense) under clause 5.3 attributed by the Trustee to the Member; and any other amount that the Trustee determines to debit to the Member's Account. Trust Deed for Retirement Wrap page 40

42 24. Benefit 24.1 Income stream In the circumstances permitted by the Relevant Law applicable to a 'transition to retirement income stream' and in accordance with the Transition to Retirement Account Rules and the terms and conditions of the Member's Transition to Retirement Account Income Stream: a Member is entitled to be paid a benefit in the form of an income stream; and on the death of a Member, unless the Member's income stream continues to be paid to a reversionary beneficiary, a benefit will be payable in respect of the Member equal to the whole of the Member's Account Balance Transition to Retirement Account Rules The Trustee must determine the rules for a Transition to Retirement Account Income Stream from time to time. The Transition to Retirement Account Rules must meet the standards in paragraph of the definition of 'transition to retirement income stream' in SIS Regulation 6.01(2). Trust Deed for Retirement Wrap page 41

43 Schedule 2 - SuperWrap This schedule applies to the SuperWrap Plan. 1. Definitions The meanings of the terms used in these Rules are set out below: Account means the account of a Beneficiary kept under rule 4. Assets means all the property, rights and income of the Plan and includes any current or future tax benefit. Adviser Services include the following services: (d) advice (including general and personal financial product advice); dealing or arranging (including transaction or execution related) services; reporting services; and administration services, that may be provided by a person in respect of a Beneficiary s interest in the Plan. Beneficiary means: a Member; or any other person entitled to receive immediate benefits. Category means each category of this Plan established under rule 2.1. Death Benefit means in relation to a Member, a benefit payable following the death of the Member. Direction means either a Non-Lapsing Direction or a Reversionary Direction. Fee Schedule means a fee schedule made or amended by the Trustee under rule 2.2 in relation to a Sub-plan. Financial Year in relation to the Plan, means a year ending on 30 June, or that part of such a year occurring at the commencement of or the termination of the Fund. Investment Portfolio means a separate portfolio of Assets and Liabilities maintained within the Plan and being a portfolio identified under rule 3.1. Investment Transaction Costs means the Trustee's estimate of the total cost of acquiring all of the Assets attributed to the Plan and, where the Assets include units in trusts or common funds, it may include all or part of the Trustee's estimate of the sum of the difference between the purchase price of each unit and the redemption price of the unit. Liabilities means: all liabilities of the Plan including: (iii) liabilities accrued but not yet paid; and amounts payable to the Trustee; any current or future tax liability; and Trust Deed for Retirement Wrap page 42

44 any provision which the Trustee considers should be taken into account in determining the liabilities of that Plan. Nominated Beneficiary means a person who is a Dependant or Legal Personal Representative of a Member who is nominated by that Member to receive all or part of a Death Benefit of the Member. Non-Lapsing Direction means a written notice given to the Trustee by a Member, that: directs the Trustee to pay the Member's Death Benefit to the Member's Nominated Beneficiary; contains any other information required or permitted by the Trustee; and is in a form approved by the Trustee. One-Off Advice Fee means remuneration paid by the Trustee to a person for the provision of Adviser Services by the person from time to time in respect of a Beneficiary s interest in the Plan, as the Beneficiary advises the Trustee from time to time. Ongoing Advice Fee means ongoing remuneration paid by the Trustee to a person for the ongoing provision of Adviser Services by the person in respect of a Beneficiary s interest in the Plan, as the Beneficiary advises the Trustee from time to time. Pension means a pension: payable under rule 11; and for which the Trustee has allocated a specific Account for the purpose of paying the pension. Pension Category means the Category described in rule 2.1 and covered by the rule 11. Pension Category Member means a Member who is entitled to an Allocated Pension under the Allocated Pension Category. Personal Super Category means the Category described in rule 2.1 and covered by Rule 10. Personal Super Category Member means a Member who is entitled to Personal Super Category benefits. Plan means the SuperWrap Plan set out in this Schedule 2. QROPS Category means the Category described in rule 2.1(d) and covered by rule 13. QROPS Category Member means, unless the Trustee determines otherwise, a Member who transfers funds to the Plan from a United Kingdom registered pension scheme, another Plan of the Fund or another Benefit Arrangement and either: the Member did not cease being a Member of the Plan on or before 16 June 2015 and the Member: has given the Trustee written consent that the Member agrees to be bound by the rules for the QROPS Category; and has been accepted by the Trustee as a QROPS Category Member; or the Member ceased being a Member of the Plan on or before 16 June 2015 and the Trustee has determined to treat the Member as a Member of the QROPS Category for the purposes of these rules. Trust Deed for Retirement Wrap page 43

45 Request means a written notice given to the Trustee by a Member, requesting the Trustee to pay the Member's Death Benefit to the Member's Nominated Beneficiary. Reversionary Direction means a written notice given to the Trustee by a Member, that: directs the Trustee to pay the pension payable to the Member under the Rules at the date of the Member's death to the Member's Nominated Beneficiary; and is in accordance with any requirements of the Trustee. Rules means the provisions set out in the rules set out in this Schedule 2. Spouse of a Member includes a person who, although not legally married to a Member, lives (or lived at the time of the Member's death) with the Member on a bona fide domestic basis as the husband or wife of the Member. Sub-plan means a sub-plan, being a part of a Category of the Plan, established by the Trustee under rule 2.2. Term Allocated Pension means a pension: payable under rule 12 for the Term Allocated Pension Category; and for which the Trustee has allocated a specific Account for the purpose of paying the pension. Term Allocated Pension Category means the category described in Rule 2.1 and covered by rule 12. Term Allocated Pension Category Member means a Member who is entitled to Term Allocated Pension Category benefits. Withdrawal Benefit in respect of a Beneficiary, at any time, means the balance of each Account kept by the Trustee in respect of the Beneficiary. Withdrawal Transaction Costs means the Trustee's estimate of the total cost of selling all of the Assets attributed to the Plan and, where the Assets include units in trusts or common funds, it may include all or part of the Trustee's estimate of the sum of the difference between the purchase price of each unit and the redemption price of the unit. 2. The Plan 2.1 Categories The Plan is divided into the following Categories: (d) (e) Personal Super; Pension; Term Allocated Pension; QROPS; and such other Categories as the Trustee may in its discretion establish from time to time. 2.2 Sub-plan The Trustee may divide a Category into one or more 'Sub-plans'. The Trustee may, but is not required to, determine that a Sub-plan is a 'sub-plan' for the purposes of the Corporations Act. The Trustee may determine the fees which apply to a Sub-plan. Those fees must be set out in a document referred to as a 'Fee Schedule'. Trust Deed for Retirement Wrap page 44

46 2.3 Membership of Categories A Beneficiary is admitted to the Category and, if relevant, Sub-Plan determined by the Trustee. A Beneficiary may be a Beneficiary of more than one Category. 2.4 Trustee's discretions In exercising any power or discretion, the Trustee may discriminate between Investment Portfolios, Categories, Sub-Plans and Beneficiaries. 3. Investment Portfolios 3.1 Establishing, closing and changing Investment Portfolios The Trustee may at any time establish one or more Investment Portfolios and, if it does so, it must identify the Assets and Liabilities of the Plan which are attributed to each Investment Portfolio. The Trustee may: (iii) combine two or more Investment Portfolios; split one or more Investment Portfolios; or close any Investment Portfolio; and in any of those cases, reallocate Beneficiaries in the Investment Portfolios to the Investment Portfolios which the Trustee considers appropriate. 3.2 Valuation of Investment Portfolio The Trustee must cause each Investment Portfolio to be valued at the times and in the manner which the Trustee considers appropriate. In doing so, the Trustee is not bound by clause 10. The Trustee may instruct any person it considers appropriately qualified or experienced to value the Assets and Liabilities of an Investment Portfolio. 3.3 Choice of Investment Portfolio On accepting a contribution or other amount in respect of a Beneficiary, the Trustee must credit that amount to the Beneficiary's Account and, subject to the balance of the Beneficiary's Account exceeding any minimum balance determined by the Trustee from time to time, allocate the amount to the Investment Portfolio determined by the Trustee. To the extent the balance of the Beneficiary's Account exceeds any minimum balance determined by the Trustee from time to time, the Trustee must apply the excess, within 30 days of receiving the requisite notification, to: Trust Deed for Retirement Wrap page 45

47 the Investment Portfolios, notified to the Trustee by the Beneficiary or as permitted by the Trustee; or to the extent that rule 3.3, does not apply, the Investment Portfolios that the Trustee considers appropriate. 3.4 Order of payment If two or more Investment Portfolios are attributable to a Beneficiary and the Trustee permits, the Beneficiary may choose the order in which the Investment Portfolios are to be taken to be applied to meet payments to or in respect of the Beneficiary (including Liabilities). The choice must be in writing in a manner approved by the Trustee. If any choice under rule cannot be satisfied for any reason, the choice is taken to be withdrawn. The Trustee may revoke a choice made under rule by notifying the Beneficiary in writing. (d) If there is no current choice under rule or the value of the current choice of Investment Portfolios does not fully satisfy a payment, the Trustee may determine the order in which Investment Portfolios held in respect of the Beneficiary are to be applied. 3.5 Switching A Beneficiary may elect to switch amounts between Investment Portfolios attributable to the Beneficiary, if the Trustee permits the switch and the manner in which it is to take place. The Trustee may switch amounts between Investment Portfolios attributable to a Member at any time without consent. An amount switched to or from an Investment Portfolio must be treated as an amount paid to or from the Plan. 4. Accounts and contributions 4.1 Beneficiary's Account The Trustee must maintain an account for each Beneficiary in which it must record: (d) (e) (f) (g) (h) the name of the Investment Portfolios to which the balance of the account is attributable; contributions and transfers to the Plan in respect of the Beneficiary which the Trustee decides to credit to the account; any other amount received by the Trustee in respect of the Beneficiary which the Trustee decides to credit to the account; movements in the value of the Investment Portfolio recorded in the account; any taxes, costs, charges, expenses or fees that the Trustee decides to debit to the account; any Liabilities of the Plan (including any amount payable to the Trustee) which the Trustee decides to debit to the account; any current or future tax benefit, liability or credit which the Trustee decides to record in the account; amounts paid from the Plan (including benefits and transfers) in respect of the Beneficiary from the account; Trust Deed for Retirement Wrap page 46

48 (j) any provisions for any payments from the account in respect of the Beneficiary; and any other matters or amounts which the Trustee considers appropriate. If all or part of the Beneficiary's interest in the Plan is to be calculated by reference to the value of more than one Investment Portfolio, the Trustee must maintain the account in such a way as the show how the balance is apportioned between each Investment Portfolio. 4.2 Apportionment of tax and other Liabilities The Trustee may, as it considers appropriate: apportion any current or future tax benefit, liability or credit (or provisions for those amounts) between Beneficiaries; apportion Liabilities between Beneficiaries; adjust the interests of Beneficiaries having regard to the apportionment including by: allocating additional amounts to any Account; and deducting amounts from any Account. 4.3 Action to recover contributions The Trustee is not required to take any action to recover contributions from any person nor is the Trustee required to notify any person if contributions have not been made or are in arrears. 4.4 Refunding contributions If the Trustee has credited contributions to an Account which should not have been credited, the Trustee must repay to the contributor, upon identifying the receipt as incorrect, so much of the Account as is attributable to those contributions, determined at the time of payment. 5. Payment of benefits 5.1 Tax The Trustee may deduct from a payment from the Plan any amount which it is required to deduct for tax. 5.2 Insured benefits If the Trustee receives the proceeds of any insurance policy in respect of a Beneficiary, the Trustee must credit an Account of the Beneficiary in respect of those proceeds on terms which the Trustee considers appropriate having regard to: Trust Deed for Retirement Wrap page 47

49 the amount of the proceeds; when the proceeds are received; any expenditure incurred by the Trustee in collecting and paying the proceeds; and (d) the conditions applicable to the policy. 5.3 Rules for paying Death Benefits The Trustee may determine, in writing, that particular rules for one or more of paying Death Benefits, giving Directions and giving Requests will apply to a Beneficiary, group of Beneficiaries or Category. Any such rules will prevail over rules 5.3 to 5.3(q) to the extent of any inconsistency. The Trustee may invite a Member to give the Trustee any one of a Request, a Non-Lapsing Direction and a Reversionary Direction. An invited Member may, in accordance with the Trustee's invitation, give the Trustee: (iii) a Request; a Non-Lapsing Direction; or in the case of a Member who is commencing a pension under the Rules, a Reversionary Direction. A Reversionary Direction does not have effect until the Member becomes entitled to a pension under the Rules (effective date). (d) If a Member gives the Trustee a Request or Direction which is accepted by the Trustee, any earlier Request or Direction is, subject to rule 5.3(f) in the case of a Reversionary Direction, taken to be revoked: unless paragraph applies, on the date of the Trustee's acceptance; and in the case of a Reversionary Direction, on the effective date of the Reversionary Direction. (e) (f) (g) Without limiting rule 5.3(d), a Member may revoke a Request or Non-Lapsing Direction at any time by notifying the Trustee that their previous Request or Non-Lapsing Direction is to be revoked in accordance with any requirements of the Trustee and Relevant Law. A Member may not revoke a Reversionary Direction unless specifically permitted by the Trustee. The Trustee: (iii) is not required to accept a Request; is required to accept a Reversionary Direction; and is required to accept a Non-Lapsing Direction to which it gives its conditional consent under rule 5.3(h). Trust Deed for Retirement Wrap page 48

50 (h) (j) (k) If the Trustee receives a notice from a Member which purports to be a Non-Lapsing Direction, the Trustee must consider whether to give its conditional consent to the Non-Lapsing Direction. The Trustee must give its conditional consent to the Non-Lapsing Direction unless the Trustee has actual knowledge that the Member did not understand the consequences of making it. If the Trustee does not give its conditional consent to the Non-Lapsing Direction, the Trustee must notify the Member and treat the Non-Lapsing Direction as a Request. In the event of the death of a Member for whom the Trustee has received a Request that has not been revoked, the Trustee may pay the Death Benefit or the specified part of the Death Benefit to each Nominated Beneficiary if they survive the Member by more than 30 days or such other period as the Trustee and the Member may agree. If the Trustee does not do so, the Trustee must pay the whole or the remaining part of the Death Benefit to such one or more of the Member's Dependants and Legal Personal Representative, and, if none, to any other person or persons as the Trustee in its absolute discretion determines. In the event of the death of a Member from whom the Trustee has received a Non-Lapsing Direction which has not been revoked, the Trustee must consider whether to make its conditional consent to the Non-Lapsing Direction absolute. The Trustee must form the view that its conditional consent is absolute unless, to the Trustee's actual knowledge, the Member had, since giving the Non-Lapsing Direction to the Trustee: (iii) (iv) married; entered into a de facto or like relationship with a person of either gender; separated on a permanent basis from their Spouse or partner; or had a child with a person other than their Spouse or partner. In this case, the Trustee's conditional consent is revoked and the Trustee must treat the Non-Lapsing Direction as a Request. In the event of the death of a Member from whom the Trustee has received a Non-Lapsing Direction to which it has given its absolute consent, the Trustee must pay the Member's Death Benefit in the following way: if the Non-Lapsing Direction complies with any requirements of Relevant Law and any requirements of the Trustee at the time of death, the Trustee must pay the Death Benefit to the Nominated Beneficiary or Nominated Beneficiaries in accordance with the Direction; if the Non-Lapsing Direction otherwise complies with any requirements of Relevant Law and any requirements of the Trustee at the time of death, but the Trustee cannot pay a part of the Death Benefit in accordance with the Direction because one or more of the Nominated Beneficiaries is not, in the Trustee's opinion, a Dependant or Legal Personal Representative of the Member at the time of the Member's death (Ineligible Beneficiary), the Trustee must pay that portion of the benefit payable to the remaining Nominated Beneficiary or Nominated Beneficiaries in accordance with the Direction and pay the remainder of the Death Benefit: (A) (B) as if the Direction in respect of the Ineligible Beneficiary or Ineligible Beneficiaries is a Request accepted by it; or to the remaining Nominated Beneficiary, or, if more than one, to the remaining Nominated Beneficiaries in the same proportion as they shared Trust Deed for Retirement Wrap page 49

51 in the portion of the Death Benefit payable to them in accordance with the Direction. (l) (m) (n) (o) If the Trustee has received a Non-Lapsing Direction which has not been revoked and which does not comply with the requirements of Relevant Law or any requirements of the Trustee at the time of death, and rule 5.3(k) does not apply, the Trustee may pay the Death Benefit or the specified part of the Death Benefit to each Nominated Beneficiary if they survive the Member by more than 30 days or such other period as the Trustee and the Member may agree. If the Trustee does not do so, the Trustee must pay the whole or the remaining part of the Death Benefit to such one or more of the Member's Dependants and Legal Personal Representative, and, if none, to any other person or persons as the Trustee in its absolute discretion determines. In the event of the death of a Member from whom the Trustee has received a Reversionary Direction which has not been revoked, the Trustee must continue to pay a pension to the Nominated Beneficiary. If the Trustee is not able to pay the pension to the Nominated Beneficiary because they are not a Dependant of the Member at the date of death, the Trustee must pay the Death Benefit to such one or more of the Member's Dependants and Legal Personal Representative, and, if none, to any other person or persons as the Trustee in its absolute discretion determines. In the event of the death of a Member from whom the Trustee has not received a Request or Direction, the Trustee must pay the Death Benefit to the Legal Personal Representative of the Member. If the Trustee is required to pay or has decided to pay a Death Benefit, or a portion of a Death Benefit, to a Legal Personal Representative of a Member and a Legal Personal Representative is not appointed, or the Trustee is unable to identify the Legal Personal Representative, within 90 days of the date of death or any later date the Trustee considers reasonable, the Trustee must pay the whole or the part of the Death Benefit to such one or more of: the Dependants of the Member; and 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 in that time or, if the Trustee is unable to satisfy itself as to how to pay the benefit in this manner, to such one or more of the Member's Dependants and Legal Personal Representative, and, if none, to any other person or persons as the Trustee in its absolute discretion determines. Trust Deed for Retirement Wrap page 50

52 (p) (q) The Trustee may determine that a Death Benefit in respect of a Member be paid as a lump sum, pension or in any other manner, as it considers appropriate. If a Death Benefit 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 the rules for the Allocated Pension or Term Allocated Pension Category. In those circumstances, references to the Member in those Rules must be read as references to the person entitled to the pension. 6. Fees 6.1 Trustee fee The Trustee is entitled to a fee at the rate of 0.1 % per annum of the value of each Investment Portfolio. The fee may be deducted from any Investment Portfolio chosen by the Trustee. 6.2 Dishonour fee The Trustee is entitled to a fee of $50: (iii) for each cheque, money order or like order for payment which is received by the Trustee in respect of a Beneficiary and not honoured; for each direct debit from an institution in respect of a Beneficiary which is not honoured; for each instruction to buy or sell Assets to be allocated to a Beneficiary's Investment Portfolio which cannot be completed, together with any costs incurred by the Trustee as a result of not being able to complete the instruction. The fees set out in rule 6.2, will increase as from a day during each Financial Year, and according to an inflation index, which the Trustee considers appropriate. 6.3 Netting fees If the Trustee would have incurred a cost, charge or expense in connection with the sale, purchase, insurance, custody or any other dealing with Assets and the dealing relates to Assets attributable to two or more Investment Portfolios, the Trustee is entitled to a fee equal to the difference between the amount of the costs, charges and expenses it incurred and the amount of the costs, charges and expenses it would have incurred if it had dealt separately with the Assets attributable to each Investment Portfolio. When the Trustee changes the allocation of Assets between Investment Portfolios, it is entitled to a fee equal to the amount of the costs, charges and expenses it would have incurred and the fees it would have been entitled to charge if it had sold the Assets formerly allocated to one of the Investment Portfolios and it had bought the Assets formerly allocated to the other. 6.4 Contributions splitting fee A fee per Member is payable to the Trustee of such amount determined by the Trustee from time to time for each application to split contributions under regulation 6.44 of the SIS Regulations which is approved by the Trustee in respect of the Member. 6.5 Changes to fees In respect of any fee payable in respect of the Plan or an Investment Portfolio, the Trustee may at any time change: Trust Deed for Retirement Wrap page 51

53 (d) the amount of the fee; the basis on which the fee is payable; the time at which the fee is payable; or the period over which the fee is payable. In doing so, the Trustee may discriminate between Investment Portfolios, Categories and Beneficiaries. 6.6 Retention of fees Without limiting the ways in which the fees payable under rules 6.1 to 6.4 may be charged or collected, the Trustee may retain those fees as they fall due from: the Plan; payments made from the Plan; or payments made to the Plan. 7. Other fees and expenses 7.1 Application This rule 7 applies in relation to each Category, Sub-plan or other part of a Category for which the Trustee has not adopted a Fee Schedule. 7.2 Entry fee The Trustee is entitled to a fee in respect of each contribution and transfer to the Plan equal to 5% of the contribution or transfer. 7.3 Ongoing administration fee In respect of each Category of which a person is a Beneficiary, the Trustee is entitled to the following fees: a fee equal to the sum of: $8 per month and each part month while the Beneficiary is a Beneficiary in the Category; and 1% per annum of the value of each Investment Portfolio attributable to the Beneficiary in respect of the Category, subject to a minimum of $55 per annum and a maximum of $250 per annum for each such Investment Portfolio; Trust Deed for Retirement Wrap page 52

54 (d) (e) (f) (g) a fee of $6 for each distribution of income which the Trustee receives in respect of an Investment Portfolio attributable to the Beneficiary in respect of the Category; a fee of $6 for each month in respect of which a premium is paid to an insurer in respect of the Beneficiary being in the Category, whether that premium is attributable to the Beneficiary alone or the Beneficiary and others; a fee of $75 for each payment from the Category to or in respect of the Beneficiary; a fee of $50 for each time in respect of the Category an amount is recorded in the Beneficiary's Account in respect a transfer to or from an Investment Portfolio attributable to the Beneficiary; a fee of 80c per minute for each use of an automated information service by the Beneficiary in respect of the Category; where an amount is recorded in the Beneficiary's Account in respect of the transfer to or from an Investment Portfolio attributable to the Beneficiary: where the broker selected by the Trustee is used, a fee of 0.3%, subject to a minimum charge of $65, of the value of the Asset acquired or disposed; or where a broker selected by the Beneficiary is used, the fee as charged by the broker for the acquisition or disposal of the Asset; and (h) where the Trustee receives a notice from the issuer of an Asset held in the Beneficiary's Investment Portfolio which requires or asks for the approval of a course of action to be taken by the issuer and the Trustee changes the Beneficiary's holding in the Investment Portfolio as a result then, notwithstanding any fee the Trustee may already be allowed to charge, the Trustee may charge an additional fee of $25 in respect of each such notice received on behalf of each Beneficiary. 7.4 Adviser Services Subject to Relevant Law, if a Beneficiary advises the Trustee that a person is to receive remuneration for providing Adviser Services and the remuneration does not exceed: for Ongoing Advice Fee - 2% per annum of the Beneficiary s Withdrawal Benefit; and for One-Off Advice Fee - $4,000 per annum, the remuneration will be deducted from the general assets of the Plan as an expense of the Plan in accordance with Rule 8.2 of this Schedule 2 and paid to the person. The Trustee may make rules for the purposes of Rule 7.4 relating to the circumstances in which such remuneration will be paid, including: (iii) any maximum amount of remuneration payable; the manner of payment; and conditions attaching to the payment, either in general or particular circumstances. The Trustee will not be liable: in respect of the provision of any of the Adviser Services by a person; or to monitor or otherwise examine any of the Adviser Services, Trust Deed for Retirement Wrap page 53

55 except as stipulated by the Relevant Law. 7.5 Calculation and accrual of fees The fees under this rule 7 are to be calculated, accrue and are payable at times determined by the Trustee, which may be daily. 7.6 Increase in fees The fees set out in rule 7.3 will increase as from a day during each Financial Year and, according to an inflation index, which the Trustee considers appropriate. 7.7 Beneficiary service fees The Trustee may charge a fee for any event that the Trustee determines should attract a fee. The Trustee may determine the amount of that fee and the method of calculating and retaining that fee. Without limiting this rule 7.7, the Trustee may charge a fee for each Beneficiary in respect of: each commutation under rule 11.7 or 12.6; (d) (e) (f) (g) each switch under rule 3.5 or ; each payment of premium to an insurer, whether that premium is attributable to the Beneficiary or the Beneficiary and others; each change in the pension level under rules 11.5, 11.6 or 11.6; each pension payment; each withdrawal from the Plan; and any time that the Beneficiary's Withdrawal Benefit, the value of the Beneficiary's Pension or Term Allocated Pension falls below any minimum or above any maximum set by the Trustee. 8. Liabilities and expenses 8.1 Transaction costs The Trustee may at any time it considers appropriate: apportion Investment Transaction Costs and Withdrawal Transaction Costs between Beneficiaries; and deduct from an Account the portion of the cost calculated in paragraph above attributed to it. 8.2 Payments from the Plan The Trustee may pay from the Plan any liability in connection with the Plan including any costs, charges and expenses connected with: Trust Deed for Retirement Wrap page 54

56 (d) (e) (f) (g) (h) any disclosure or marketing document made available in respect of the Plan; the sale, purchase, insurance, custody and any other dealing with Assets; any proposed investment; the administration, management or promotion of the Plan; convening and holding meetings of Beneficiaries, implementation of any resolutions and communications with Beneficiaries; the engagement of agents, valuers, advisers and contractors; termination of the Plan and the retirement or removal of the Trustee and the appointment of a new trustee; and any court proceedings, arbitration or other dispute concerning the Plan. In this rule costs, charges and expenses includes internal expenses of the Trustee incurred in connection with the matters referred to in this rule (including, without limitation, costs of appointing and maintaining staff employed in connection therewith) and amounts paid by the Trustee to related bodies corporate for services provided to the Trustee in connection with the Plan where the costs, charges and expenses referable to the task performed or service provided by the related body corporate would have been reimbursable under this Rule had they been incurred by the Trustee. 8.3 Indemnity by Beneficiary A Beneficiary must indemnify the Trustee for: any liability incurred; any overpayment made; or any failure to provide for tax, as a result of the Trustee relying on information given to it by that Beneficiary or which should have been given to it by that Beneficiary under these rules or Relevant Law. 9. Termination of the Plan If the Plan is terminated, the Trustee must apply the Assets in the following order of priority: to provide for all Liabilities (other than benefits) for which the Trustee is or may become liable in respect of the Plan; to provide in respect of each Beneficiary of the Plan: any benefit which became payable before the date the Plan commenced to be wound up; if does not apply - a benefit equal to the lump sum value of the Beneficiary's Withdrawal Benefit, Pension and Term Allocated Pension. If a person dies before receiving a benefit provided under this rule, the Trustee must pay the benefit as a Death Benefit. Trust Deed for Retirement Wrap page 55

57 10. Personal Super Category Rules This rule 10 applies to Members and other Beneficiaries of the Personal Super Category only. To the extent that any provision of this rule 10 is inconsistent with any other rule, the provision in this rule 10 prevails Eligibility A person may become a Personal Super Category Member if the Trustee permits Contributions Each Member or any other person in respect of the Member may contribute, or arrange to have contributions made on the Member's behalf, at the times and in the amounts agreed by the Trustee Death Benefit On the death of a Member, a Death Benefit will be payable in respect of the Member for an amount equal to the Member's Withdrawal Benefit Other benefits The Trustee may at any time at the request of a Member pay all or any part of a Member's Withdrawal Benefit. 11. Pension Category Rules This rule 11 applies to Members and other Beneficiaries of the Pension Category only. To the extent that any provision of this rule 11 is inconsistent with any other rule, the provision in this rule 11 prevails Eligibility A person may become a Pension Category Member if the Trustee permits Contributions A Pension Category Member may contribute, or arrange to have contributions made on the Member's behalf, to the Plan if permitted by the Trustee. Trust Deed for Retirement Wrap page 56

58 11.3 Pension Benefits The Trustee must pay each Member a separate Pension for each Pension maintained for the Member which: commences on the date agreed between the Member and the Trustee; and terminates when the value of the Member's Pension reaches zero Frequency of payment The Trustee must pay the pension to a Member at the times and in the manner agreed between the Trustee and the Member. (d) A Member may change the frequency of the pension payments if the change is approved by the Trustee. The Trustee may pay an irregular pension payment to a Member, if the Member requests or the Trustee otherwise determines. If at any time a Member has not made a selection as to the frequency of the pension payments, the Trustee must pay the pension annually. (e) For so long as the pension is payable, the Trustee must ensure that at least one payment is made during each Financial Year, unless the Relevant Law permits otherwise Selecting pension level For each Financial Year (or part of a Financial Year), the pension payments to a Member must not be smaller than the minimum amounts set out in the Relevant Law for pension benefits of the kind provided under this Rule. At any time during a Financial Year a Member may select the level of pension payments to apply for each pension for the balance of the Financial Year Default pension level If at any time during a Financial Year, no selection has been made for a pension for that year and that pension was being paid in the previous Financial Year, the Trustee must either: pay the pension for the current year calculated according to any existing agreement between the Trustee and the Member; or if there is no agreement, 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 amounts set out in the Relevant Law. If, there is no existing agreement between the Trustee and the Member as to the pension level and rule 11.6 does not apply, the Trustee must pay a pension at the minimum amounts required by the Relevant Law Commutation The whole or a part of any pension of a Member may be commuted by: the Member, if the Trustee approves; or the Trustee, if the value of the Member's Pension falls below any minimum determined by the Trustee. Trust Deed for Retirement Wrap page 57

59 If a pension is fully commuted, the Trustee must pay a lump sum benefit to the Member equal to the value of the Member's Pension after making any minimum pension payment required by the Relevant Law. If a pension is partially commuted, the Trustee must pay a lump sum benefit to the Member equal to the amount commuted which must not exceed the value of the Member's Pension Death Benefit On the death of a Pension Category Member, a Death Benefit will be payable in respect of each of the Member's Pensions equal to the value of each of the Member's Pensions Miscellaneous The capital value of a Pension and the income from it must not be used as security for a borrowing unless permitted by Relevant Law. A Pension must not be transferred to another person unless permitted by Relevant Law. 12. Schedule for the Term Allocated Pension Category This rule 12 applies to Members and other Beneficiaries of the Term Allocated Pension Category only. To the extent that any provision of this rule 12 is inconsistent with any other rule, the provision in this rule 12 prevails Eligibility A person may become a Term Allocated Pension Category Member if the Trustee permits Contributions A Term Allocated Pension Category Member may contribute, or arrange to have contributions made on the Member's behalf, to the Plan as agreed between the Member and the Trustee. Trust Deed for Retirement Wrap page 58

60 12.3 Term allocated pension benefits The Trustee must pay a separate pension for each Term Allocated Pension established for the Member. The first period in respect of which pension payments are to be made commences on the date agreed between the Member and the Trustee. Pension payments must continue throughout the period determined by the Trustee in accordance with the Relevant Law Frequency of payment The Trustee must pay the pension to a Member at the times and in the manner agreed between the Trustee and the Member. (d) A Member may change the frequency of the pension payments if the change is approved by the Trustee. The Trustee may pay an irregular pension payment to a Member, if the Member requests and the Trustee agrees, or the Trustee otherwise determines. If at any time a Member has not made a selection as to the frequency of the pension payments, the Trustee must pay the pension annually. (e) For so long as the pension is payable, the Trustee must ensure that at least one payment is made during each Financial Year, unless the Relevant Law permits otherwise Payment amount For each Financial Year (or part of a Financial Year), the total of the payments of the pension must be calculated in accordance with regulation 1.06(8) of the SIS Regulations Commutation To the extent not prohibited by Relevant Law, the whole or a part of any pension of a Member may be commuted by: the Member, if the Trustee approves; or the Trustee, if the value of the Member's Term Allocated Pension for that pension falls below any minimum determined by the Trustee. (d) If a pension is fully commuted, the Trustee must pay a lump sum benefit in respect of the Member equal to the value of the Member's Term Allocated Pension. If a pension is partially commuted, the Trustee must pay a lump sum benefit in respect of the Member equal to the amount commuted which must not exceed the value of the Member's Term Allocated Pension. If a pension is paid by reference to the life expectancy of a Member's Spouse: the pension cannot be commuted on the death of the Member until the death of both the Member and their Spouse; and rule 12.8 does not apply to the Member or the Member's Spouse until both have died (in which case those rules apply in respect of the later of the two deaths) Residual Capital Value A Term Allocated Pension does not have a residual capital value. Trust Deed for Retirement Wrap page 59

61 12.8 Death Benefit On the death of a Member, a Death Benefit will be payable in respect of the Member's Term Allocated Pension equal to the value of the Member's Term Allocated Pension. To the extent that the Death Benefit: reverts, the value of the reversionary component must not exceed 100% of the value of the Member's Term Allocated Pension immediately before the reversion; and is commuted to pay a lump sum, the amount paid must not exceed the value of the Member's Allocated Pension immediately before the pension is commuted Miscellaneous The capital value of a Term Allocated Pension and the income from it must not be used as security for a borrowing unless permitted by Relevant Law. A Term Allocated Pension must not be transferred to another person unless permitted by Relevant Law. 13. QROPS Category Rules This rule 13 applies to QROPS Category Members only. To the extent that any provision of this rule 13 (or of any rules made under this rule) is inconsistent with the other Rules, the provision in, or in rules made under, this rule 13 prevails. The Trustee may determine the rules that apply to QROPS Category Members from time to time. To the extent permitted by Relevant Law and unless the Trustee determines otherwise, the rules that apply to QROPS Category Members must meet the standards required for the Plan to remain a 'qualifying recognised overseas pension scheme' under the Finance Act 2004 (UK). Trust Deed for Retirement Wrap page 60

62 Schedule 3 - BT Lifetime Super - Employer Plan This schedule applies to the BT Lifetime Super - Employer Plan. 1. Interpretation 1.1 Application of Rules The Rules in this Schedule apply to Employers and Members participating in the BT Lifetime Super - Employer Plan except that they do not apply to a Member's interest in a MySuper Product unless the Rules in Schedule 6 expressly say that they do. 1.2 Definitions In this Deed, unless the contrary intention appears: Accounts means the accounts established and maintained by the Trustee in accordance with these Rules for Members and Employers or any one or more of them. Application Price of a Unit of an Investment Portfolio is the amount calculated by the Trustee in accordance with rule 4.2. Appointed Actuary means an actuary appointed by the Trustee for the purposes of the Plan or a part of the Plan. Associated Employer means any employer or other person nominated by a Principal Employer as an Associated Employer in an Employer Application. Binding Nomination means a nomination by a Member of one or more persons to receive all or part of the Member's Death Benefit which complies with section 59(1A) of the SIS Act relating to binding nominations in a form and manner, and subject to any conditions, determined by the Trustee. Contribution Fee means, for an Investment Portfolio, the amount payable to the Trustee under rule 23.1 or rule 37.1 or such lesser amount as the Trustee determines from time to time. Contributions Splitting Application means an application of the type referred to in regulation 6.44 of the Superannuation Industry (Supervision) Regulations Costs means costs, charges, fees, expenses and taxes and all amounts payable in respect of them. Current Value means, for an Investment Portfolio, the value of all assets of the Investment Portfolio less all amounts required to repay borrowings and to meet liabilities (including the amount of any provisions for liabilities, including contingent liabilities, the Trustee determines should be made). Defined Benefit Division means the division of that name established under rule 2.1. Defined Benefit Section means each section of the Defined Benefit Division which is governed by an Employer Application and the provisions of this Deed. Discretionary Request means a notice in a form and manner approved by the Trustee and given to the Trustee by a Member requesting the Trustee to pay the Death Benefit to the Member's Nominated Beneficiary or Nominated Beneficiaries. Employer means an Associated Employer and a Principal Employer. Employer Application means an application to the Trustee by an employer to participate in the Plan or in the Former Fund which has been accepted by the Trustee and any agreement by the Trust Deed for Retirement Wrap page 61

63 employer and Trustee which sets out the terms and conditions upon which the Employer and its Associated Employers participate in the Plan or the Former Fund as amended from time to time. Employer's Member means a Member who is, at the relevant time, an Employee of a Principal Employer or Associated Employer. Former Fund means the regulated superannuation fund known as BT Lifetime Super - Employer Plan. Financial Year means the period of 12 calendar months commencing on the 1st day of July in each year. Investment Portfolio means a portfolio of assets and liabilities established by the Trustee under rule 3. Life Insurer means BT Life Limited or another insurer approved by BT Life Limited. In respect of a Member, it means any life company with whom the Trustee has effected a Life Policy to provide a benefit.life Policy means a policy of insurance issued by a Life Insurer to the Trustee which provides insured benefits in respect of one or more Members of the Plan. Minimum Investment for the Plan or an Investment Portfolio, means the minimum amount, if any, determined by the Trustee from time to time which may be invested in the Plan or the Investment Portfolio at any time. Minimum Withdrawal for the Plan or an Investment Portfolio, means the minimum amount, if any, determined by the Trustee from time to time which may be withdrawn from the Plan or Investment Portfolio at any time. Nominated Beneficiary means in relation to a Member, the person last nominated in a Binding Nomination, a Non-Lapsing Nomination, a Discretionary Request or a Prior Instruction by the Member to the Trustee as the person to or in respect of whom the Death Benefit should be applied if they die while a Member of the Plan or a Division, category or section of the Plan. Nomination means a Binding Nomination or a Non-Lapsing Nomination. Non-Lapsing Nomination means a nomination by a Member of one or more persons to receive all or part of the Member's Death Benefit in a form and manner, and subject to any conditions, determined by the Trustee not being a Binding Nomination. Prescribed Time means, for an Investment Portfolio, such time as determined by the Trustee from time to time. Principal Employer means an employer who has completed or who is a party to an Employer Application and who has an arrangement with the Trustee to contribute to the Plan or the Former Fund for one or more of its Employees or its Associated Employers' Employees. Prior Instruction means: a nomination, of binding or discretionary effect, given by a Member to the trustee of another Benefit Arrangement and which was in effect in that Benefit Arrangement immediately prior to the transfer of the Member and the Member's benefit to the Plan or a Division, Category or Employer Sub-Plan of the Plan; or a purported Binding Nomination that: specifies a person as beneficiary who is eligible under the Relevant law to receive all or part of the Member's Death Benefit; and Trust Deed for Retirement Wrap page 62

64 does not comply with the requirements of section 59(1A) of the SIS Act Act or has ceased to have effect under section 59(1A) of the SIS Act. Splittable Contribution has the meaning given to that term in regulation 6.40 of the Superannuation Industry (Supervision) Regulations Switching Request means a request to the Trustee to withdraw interests in one or more Investment Portfolios for the purpose of investing in one or more other Investment Portfolios in the place of the withdrawn interest. A Switching Request will be taken to be: a request to withdraw an interest in an Investment Portfolio for the purposes of rule 5.1; and an application for an interest in an Investment Portfolio for the purposes of rule 4.2. Transfer Date means 31 March Trustee Committee means a committee appointed under rule 7. Unit means the notional measure of an interest in an Investment Portfolio which may be expressed as whole units or fractional parts of units. Unit Value means, at a particular time and in respect of a Unit of an Investment Portfolio, the Current Value of the Investment Portfolio divided by the number of Units on issue in that Investment Portfolio. Withdrawal Price for a Unit of an Investment Portfolio, is the amount calculated by the Trustee in accordance with rule The Plan 2.1 Divisions of the BT Lifetime Super - Employer Plan The Plan is divided into the following Divisions: Accumulation Division; and Defined Benefit Division. The Trustee may divide a Division into such 'categories' and 'sections' as it determines from time to time. 2.2 Membership of Divisions Subject to rules 2.3 and 2.4, a Member or Employer is admitted to the Division, category or section determined by the Trustee. A Member may be a Member of more than one Division, category and section. 2.3 Employees An Employer of an Employee may direct the Trustee to admit an Employee to membership of a category or section in a Division or to alter the Employee's membership category or section in the circumstances specified by the Trustee from time to time. 2.4 Transferring Members and Employers With effect from the Transfer Date, the 'Beneficiaries', 'Members' and 'Employers' of the Former Fund immediately prior to the Transfer Date will be admitted to this Plan as a beneficiary, Member or Employer. They will be admitted to the Division, category and section of which they were a beneficiary, Member or Employer in the Former Fund immediately prior to the Transfer Date and, notwithstanding any other provision of this Deed: Trust Deed for Retirement Wrap page 63

65 each beneficiary and Member of the Former Fund who is admitted to the Plan under this rule will, as at the Transfer Date, be provided with equivalent rights to the rights that the beneficiary or Member had to benefits in the Former Fund immediately prior to the Transfer Date; and the Trustee's obligation to pay a pension to a beneficiary or Member in the Former Fund immediately prior to the Transfer Date will continue on the same terms and conditions under this Deed. 3. Investment Portfolios 3.1 Establish Investment Portfolios The Trustee may, at any time, decide to establish one or more Investment Portfolios for the purpose of the Plan and determine that certain assets are held in respect of a particular Investment Portfolio. Subject to Relevant Law, such assets are only available to satisfy liabilities in relation to the Investment Portfolio. 3.2 Availability of Investments to Employers and Members The Trustee may, at any time, in its absolute discretion and without notice to any Member or Employer: invite one or more Members or class of Members or one or more Employers to invest in an Investment Portfolio; and limit the proportion of any one or more Accounts that may be invested in: any one Investment Portfolio; and any Investment Portfolios which are managed by investment managers that are not related (as defined in the Corporations Act 2001 (Cth)) to the Trustee or BT Life Limited. 3.3 Trustee must determine Current Value of Investment Portfolio The Trustee: may determine the Current Value of an Investment Portfolio at any time including more than once on each day; and must determine the Current Value of each Investment Portfolio at least once every two weeks. 3.4 Division into Units The beneficial interest in the assets of each Investment Portfolio is divided into Units. No Unit confers a legal or equitable interest in a particular part of the Investment Portfolio or in any of its assets. 3.5 Fractions and splitting The Trustee may notionally allocate or withdraw Units in fractions, and the value of, and all rights and obligations attaching to a fractional Unit will be in proportion to a whole Unit. Where a holding comprises more than one fraction of a Unit, the Trustee may consolidate such fractions. Trust Deed for Retirement Wrap page 64

66 The Trustee may in respect of any Investment Portfolio consolidate or split the Units in the Investment Portfolio. The Trustee must ensure that each Unit is consolidated or split on the same basis as each other Unit. 4. Creation of interests in Investment Portfolios 4.1 Allocation of Units The Trustee will allocate to an Account the number of Units in each Investment Portfolio determined by dividing: the amount invested in the Investment Portfolio less any taxes, charges or deductions the Trustee is entitled to deduct under this Deed; by the Application Price of Units in that Investment Portfolio which applies at the date of allocation to the Account. The number of Units may be rounded to the nearest five decimal points. 4.2 Application Price The Application Price of a Unit in an Investment Portfolio is the amount calculated using the formula set out below or any other price determined from time to time by the Trustee. V 1 Contribution Fee expressed as a fraction where: V is the Unit Value of a Unit in the Investment Portfolio which applies on the first calculation date following the date for which the Application Price is being determined plus an allowance determined by the Trustee for any costs that would be incurred if that Unit's share of the assets in the Investment Portfolio were purchased on that day. The Application Price may be rounded to the nearest five decimal points. 4.3 Application for Interests The Trustee may from time to time specify an amount as the Minimum Investment in respect of an Investment Portfolio. The Trustee may vary such amount at any time, and may determine that no Minimum Investment will apply in respect of any one or more Members or Employers. A person who wishes to be issued with an interest in an Investment Portfolio must apply for a number of Units having an aggregate Application Price greater than the Minimum Investment. An application for an interest in an Investment Portfolio has no effect until all requirements of the Trustee have been satisfied, including: payment to the Trustee of all application moneys; or in the case of an application made pursuant to a Switching Request, the Trustee receives one or more amounts pursuant to the withdrawal of Units from one or more Investment Portfolios or Investment Policies which are equal to or greater than the amount of the Switching Request, unless the Trustee, in its absolute discretion, determines otherwise. Trust Deed for Retirement Wrap page 65

67 4.4 Allotment of Units Units in an Investment Portfolio will be allocated if an application for an interest in the Investment Portfolio is received by the Trustee: before the Prescribed Time on a Business day, on that day; and at or after the Prescribed Time on a Business day, or on a day which is not a Business day, on the next following Business day. 4.5 Trustee's discretion on application The Trustee may in its absolute discretion accept or refuse to accept in whole or in part any request for an interest in an Investment Portfolio. The Trustee is not required to assign any reason or ground for such refusal. If the Trustee refuses, pursuant to paragraph, to accept in whole or in part a request for any interest in an Investment Portfolio, the Trustee may in respect of such part of the amount to be invested as is affected by the Trustee's decision: (iii) apply that amount to such one or more alternate Investment Portfolios as the Trustee, in its absolute discretion, determines; or refund that amount less any applicable Tax to the applicant; or pay that amount to another Benefit Arrangement for the benefit of the applicant. 5. Redemption of interests in Investment Portfolios 5.1 Request for withdrawal of interests The Trustee may from time to time specify an amount as the Minimum Withdrawal in respect of an Investment Portfolio. The Trustee may vary such amount at any time and may determine that no Minimum Withdrawal will apply. A Member or Employer may request the Trustee to withdraw any interest of that Member or Employer in an Investment Portfolio. The request must: specify the relevant Investment Portfolio and the number or total value of Units to be withdrawn; and be in a form and manner as is determined by the Trustee. A Member or Employer may only request withdrawal of any part of its interest in an Investment Portfolio if that part is not less than: the Minimum Withdrawal; and the remaining interest is greater than the Minimum Investment. (d) The Trustee may, in its absolute discretion: waive the requirements of rule 5.1; or reduce the amount of any Minimum Withdrawal that may apply, in respect of any one or more Members or Employers. 5.2 Withdrawal of Interests If the Trustee accepts a Member or Employer's request for withdrawal of an interest in an Investment Portfolio, it must withdraw Units at the last Withdrawal Price which applies: Trust Deed for Retirement Wrap page 66

68 if the request for the withdrawal is received before the Prescribed Time on a Business day, on the day on which the withdrawal request is effected; and if the request for the withdrawal is received after the Prescribed Time on a Business day, on the first Business day after the withdrawal request is effected. 5.3 Effect a Withdrawal Request Within 90 days Subject to rule 5.4, the Trustee must effect a withdrawal request from an Investment Portfolio within 90 days of accepting a request for withdrawal. 5.4 Suspend Payment or Transfer of Benefits Despite any provision of this rule 5, the Trustee may suspend a payment or transfer of benefits if the Trustee is unable to redeem investments in an Investment Portfolio in which the Trustee considers, in its absolute discretion, any part of the money required to finance the benefits is invested. 5.5 Withdrawal Price The Withdrawal Price of a Unit in an Investment Portfolio is: the Unit Value of a Unit in the Investment Portfolio which applies on the first calculation date following the date for which the withdrawal price is being determined plus an allowance determined by the Trustee for any costs that would be incurred if that Unit's share of the assets in the Investment Portfolio were sold on that day; or any other amount determined from time to time by the Trustee. The Withdrawal Price must be rounded to the nearest five decimal points. 6. Termination of Investment Portfolios 6.1 Termination The Trustee may: refuse to issue further interests in an Investment Portfolio; or wind up an Investment 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 or Employer. 6.2 Cancellation of Investment Portfolios If the Trustee withdraws or limits the use of an Investment Portfolio, the Trustee may ask: each Employer affected; and each Member affected where the Principal Employer allows its Members to select the class or type of investments, and each affected Member of the Personal Category, to select a different Investment Portfolio, or combination of Investment Portfolios into which the proceeds of the interests held in that Investment Portfolio will be re invested. 6.3 Selection By Trustee The Trustee can make the selection required by rule 6.2 if: the Employer or Member, as the case may be, has not notified the Trustee of their new selection within 14 days of the Trustee making a written request to them to do so; or Trust Deed for Retirement Wrap page 67

69 the selection of the Employer or Member, as the case may be, is not acceptable to the Trustee. 6.4 Procedure on winding up of an Investment Portfolio In winding up an Investment Portfolio the Trustee must, subject to rule, sell and realise all realisable assets and distribute in respect of the Members and Employers 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 Investment Portfolio) to one or more Investment Portfolios selected by the Trustee or any other person permitted to select an Investment Portfolio in accordance with the Rules. The Trustee may distribute any asset of an Investment Portfolio for the benefit of any one or more Members and Employers in specie and the Trustee must for that purpose determine the fair value of the asset to be distributed. Any Costs payable on an in specie distribution must be paid by those Members and Employers before the distribution is made. The Trustee is entitled to: be paid from the proceeds all costs, charges and expenses incurred: (A) (B) (C) in connection with the winding up of the Investment Portfolio; by or on behalf of any creditor of the Trustee in relation to the Investment Portfolio; 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 Investment Portfolio; an indemnity against the amounts set out in rule. 7. Trustee Committees 7.1 Appointment If required by Relevant Law, the Trustee may require or permit an Employer to establish a Trustee Committee for the purpose of advising the Trustee as to the issues relating to the Plan insofar as it relates to that Employer and that Employer's Members in accordance with and subject to the provisions of this Deed. 7.2 Composition of Trustee Committee A Trustee Committee must comprise: equal numbers of representatives nominated and appointed by the Employer and the Employer's Members; and such other persons who are permitted or required by Relevant Law to be Members of the Trustee Committee, and with any necessary consent of the persons appointing them, the members of a Trustee Committee may appoint alternatives to attend meetings and to vote on their behalf. 7.3 Meetings An Employer who establishes a Trustee Committee must ensure that a meeting of the Trustee Committee is held if requested by the Trustee within 14 days of written notice to the Employer. Trust Deed for Retirement Wrap page 68

70 7.4 Secretary and Chairman An Employer who has established a Trustee Committee must advise the Trustee of the names and addresses of its members and the persons who are appointed as Chairman and Secretary and such other information as the Trustee may require. 7.5 Trustee may rely on Resolution Signed by Secretary or Chairman The Trustee may rely on a copy of any resolution of a Trustee Committee duly signed by the Chairman or Secretary of that Trustee Committee and the Trustee may rely on that document as full authority to give effect to the resolution. 7.6 Duty to Consult Committee The Trustee must consult with and act in accordance with the resolutions of a Trustee Committee in relation to such particular matters as are agreed by the Trustee and the Trustee Committee but the Trustee is not required to consult with a Trustee Committee on any matter that is not directly related to participation in the Plan by the Employer and that Employer's Members represented by the Trustee Committee. 7.7 Delegation to Trustee Committee The Trustee may delegate to the Trustee Committee such powers as it sees fit in respect of the Plan or that part of the Plan in respect of which the Trustee Committee is appointed. 7.8 Duty of Trustee in relation to Trustee Committee Subject to Relevant Law and any specific provision of this Deed to the contrary, the Trustee is entitled to exercise all its powers under this Deed without consulting or advising any Trustee Committee. 7.9 Trustee not Liable If the Trustee implements or otherwise acts in accordance with the resolution of a Trustee Committee, the Trustee is not liable for any loss, damage or injury which arise to the Fund or any Employer in respect of which the Trustee Committee was established or any of that Employer's Members or any person who may be entitled to any benefit in respect of any such Member and before implementing or acting in accordance with a resolution of a Trustee Committee the Trustee may require the Trustee Committee or the relevant Employer to provide to the Trustee such indemnity or insurance as the Trustee may reasonably require. 8. Trustee may rely upon Information The Trustee is entitled to rely upon information provided to it by an Employer, Member or any other person acting at the request of or on behalf of an Employer or Member and the Trustee is indemnified by the Employer or Member who provided the information or at whose request or on whose behalf the information was provided in relation to any loss, damage or expense incurred by the Trustee arising as a result of any such information proving to be incorrect or misleading. 9. Register 9.1 Register of Employers and Members The Trustee must keep a register of all Employers and Members (Register of Members) and must enter into that register: the name and address of each Employer and Member; the date upon which the name of each Employer and Member became an Employer or Member as the case may be; Trust Deed for Retirement Wrap page 69

71 (d) (e) the amount of the contributions made by each Member; the amount of the contributions made by an Employer in respect of each Member; the date upon which any Employer ceases to be an Employer at the date upon which any Member ceases to be a Member; and (f) such other matters and things as the Trustee considers desirable. 9.2 Inspection of Register Any Employer or Member is entitled free of charge to inspect any entry in respect of that Employer or Member in that register at any time during business hours of the Trustee, at the registered office of the Trustee in the State of New South Wales. 10. Contributions 10.1 Distribution of contributions Each Employer, Member or other person contributing to the Plan must notify the Trustee in a form approved by the Trustee at the time of making contributions of the proportions in which the contributions are to be credited to Accounts and such other information as the Trustee requires Unpaid contributions The Trustee is not required to take any action to recover any unpaid contributions from an Employer or any other person who has agreed to make contributions to the Plan in respect of a Member Termination, reduction or suspension of contribution by Principal Employer A Principal Employer may on one month's notice to the Trustee terminate, reduce or suspend the payment of contributions by it in respect of some or all of the Members in respect of which it is contributing and, on receipt of such notice, the Trustee must notify: (d) (e) if there is a Trustee Committee in relation to that Employer, that Trustee Committee; and that Employer's Members, and subject to such directions as a Trustee Committee may be entitled to give, the Trustee may on the advice of the Appointed Actuary: adjust any benefits in respect of the relevant Members; or use moneys standing to the credit of any Account in accordance with the Rules or the terms of any Employer Application, (f) and with the consent of the Employer the Trustee may permit the relevant Employer's Members to terminate, reduce or suspend their contributions to the Plan Deemed termination of contributions The Trustee may determine that the Employer is deemed to have ceased making contributions and the Employer is deemed to have terminated its participation in the Plan, as if it had given one month's notice pursuant to rule 15.5, if: an Employer fails to make contributions as required by this Deed for a period of at least three months and, following one month's notice to the Employer of that fact, the unpaid contributions are not paid in accordance with this Deed; or an order is made or a resolution is passed winding up the Employer, Trust Deed for Retirement Wrap page 70

72 10.5 Refund of Payments The Trustee may refund any amount paid to the Plan by a person if the amount: is found by the Trustee to have been paid by mistake (whether of law or fact); or was paid erroneously by an Employer in respect of a person who was not an Employee. The Trustee is not liable to pay any interest, or account for any earnings or compensate the person in respect of that amount Limit on contributions The Trustee must, where relevant, ensure that the capital supporting a Member's pension must not be added to by way of an additional contribution or rollover after the pension has commenced, unless the Relevant Law permits. 11. Life Policies 11.1 Life Policies The Trustee may effect one or more Life Policies in respect of Members Cover Declined If the Life Insurer declines to provide any benefit, the Trustee is not required to arrange any other Life Policy Advise of Benefit The Trustee must advise a Principal Employer, or if there is no Principal Employer, a Member, of the benefits insured or declined for insurance under a Life Policy Restriction on Insurance If the Trustee effects or seeks to effect a Life Policy or an increase in cover in respect of a death or disability benefit and the Life Insurer: refuses to provide or increase the cover under the Life Policy in respect of a Member on its standard terms; or fails to provide, increase or maintain or reduces, terminates or withholds insurance or does not admit or defers a claim in whole or in part, the benefit in respect of which such Life Policy has been or would have otherwise been effected will be reduced to the extent to which a Life Policy or cover under a 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 Alternative Life Policy If any of the events specified in rule 11.4 occur the Trustee must give written notice of such event to the Member, but the Trustee is not bound to seek an alternative Life Policy or, if it does decide to seek an alternative Life Policy, it may limit that search to such Life Insurer as it sees fit Adjustment of Benefits The Trustee may adjust the amount of, the time for payment and the basis of payment of all or part of the benefit in respect of which a Life Policy has been effected in such manner as it considers appropriate to take account of the terms and conditions upon which the proceeds of such Life Policy are payable by the Life Insurer and the amount of such proceeds. Trust Deed for Retirement Wrap page 71

73 12. Death Benefits 12.1 Member Nomination or Request The Trustee may provide a Member or a group of Members with a facility and guidelines to make: (iii) a Binding Nomination; a Non Lapsing Nomination; or a Discretionary Request. The Trustee may provide its consent to the exercise of a Member's direction in a Non-Lapsing Nomination: on an individual basis; or on a general basis with effect from the time that the Non-Lapsing Nomination is processed by or on behalf of the Trustee where the direction is exercised in accordance with guidelines that the Trustee determines in accordance with rule 12.1 from time to time. For the purposes of rule 12.1, the guidelines comprise the following: a Nominated Beneficiary of the Member must be: (A) (B) a Dependant or the Legal Personal Representative of the Member; or if there is no Dependant or Legal Personal Representative nominated by the Member, any other natural person to whom the Death Benefit of the Member may be paid under the SIS Act; (iii) the Nomination must deal with all or part of the Death Benefit of the Member; and such other or such varied conditions determined by the Trustee from time to time Effect of Nomination Subject to rules 12.3 and 12.3, the Trustee: (iii) must, in the case of a Binding Nomination; must, in the case of a Non-Lapsing Nomination to which the Trustee has consented pursuant to rule 12.1; and may, in the case of a Discretionary Request, give effect to the Nomination or Discretionary Request in accordance with its terms. If a Member gives the Trustee a Nomination or Discretionary Request: any prior Nomination or Discretionary Request is taken to be revoked on the date of the Trustee's acceptance of that later Nomination or Discretionary Request; and the later Nomination or Discretionary Request given by the Member and accepted by the Trustee replaces any prior Nomination or Discretionary Request. Trust Deed for Retirement Wrap page 72

74 12.3 Payment of Death Benefit If a Nomination or Discretionary Request specifies a person as a beneficiary who is not eligible under the Relevant Law or the Trustee's guidelines (ineligible beneficiary) to receive the portion of the benefit specified in the Nomination or Discretionary Request, the Trustee: must, in the case of a Nomination; and may, in the case of a Discretionary Request, pay the specified portion of the benefit referable to the ineligible beneficiary: (iii) (iv) to the remaining Nominated Beneficiary, or, if more than one, to the remaining Nominated Beneficiaries in the same proportion, but as to the whole, that they shared in the portion of the Death Benefit payable to them in accordance with the Nomination or Discretionary Request; or if there is no remaining eligible Nominated Beneficiary, to the Legal Personal Representative of the Member. A Non-Lapsing Nomination ceases to be valid if the Trustee has actual knowledge that the Member has, after giving the Trustee a Non-Lapsing Nomination: (iii) (iv) married; entered into a de facto or like relationship with a person of either gender; separated on a permanent basis from their spouse or partner; or had a child with a person other than their spouse or partner. If a Non-Lapsing Nomination ceases to be valid, the Trustee must pay the death benefit in accordance with rule 12.3(f) or (g). (d) If a Member does not provide a Nomination or Discretionary Request and the Trustee has not received a Prior Instruction, the Trustee must pay the Death Benefit of the Member to the Legal Personal Representative of the Member. If the Trustee is required to pay or has decided to pay a Death Benefit, or a portion of a Death Benefit, to a Legal Personal Representative of a Member and a Legal Personal Representative is not appointed, or the Trustee is unable to identify the Legal Personal Representative, within 90 days of the date of death or any later date the Trustee considers reasonable, the Trustee must pay the whole or the part of the Death Benefit: to such one or more of the Dependants of the Member; or if none, to any other person or persons in accordance with the Relevant Law, as the Trustee determines. (e) (f) Where the whole or part of a Death Benefit is payable and none of the previous rules apply in relation to the whole or the part, the Trustee may pay the relevant amount in accordance with any Prior Instruction as if the Prior Instruction had been made to the Trustee as a Discretionary Request. Where the whole or part of a Death Benefit is payable and none of the previous rules (including rule 12.3(e)) apply in relation to the whole or the part, the Trustee may pay the relevant amount to such one or more of the Member's Dependants and Legal Personal Representative as the Trustee determines, or, if none, to any other person or persons in accordance with the Relevant Law, as the Trustee determines. Trust Deed for Retirement Wrap page 73

75 (g) The Trustee may impose additional conditions and make additional rules and procedures for the payment of a Death Benefit in circumstances not contemplated or dealt with by this rule 12 including where a Nomination or Discretionary Request is wholly or partly invalid. (h) Payment of a Death Benefit in accordance with this rule 12.3 will 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 Disputes The decision of the Trustee as to the effect, validity or the terms or conditions of any Direction or Request given by a Member under this rule or of the identity of any Nominated Beneficiary is final and binding on all persons who may have a claim or entitlement to a benefit or part of a benefit in relation to which the nomination is determined by the Trustee to relate Prior non-binding and binding nominations The Trustee may determine, prior to accepting the transfer of a Member's benefit from another Plan or another superannuation fund (transferring product), to treat: a non-binding death benefit nomination (by whatever name) given by the Member to the trustee of the transferring product prior to the transfer date as a Discretionary Request received by the Trustee from the Member for the purposes of these Rules; and a binding death benefit nomination (by whatever name) given by the Member to the trustee of the transferring product prior to the transfer date as a Nomination received by the Trustee from the Member for the purposes of these Rules. 13. Expenses and Taxation 13.1 Payment of Tax The Trustee may realise any asset of the Plan in whole or in part for the purpose of meeting any tax liability Provision for Tax The Trustee may from time to time and at any time pay, deduct, set aside and make a provision or provisions from the Plan for such Taxes which are payable or which the Trustee estimates will be payable from time to time in respect of the relevant year of income and, without limitation, in deducting and setting aside and making provision for such Tax the Trustee is entitled to have regard to the unrealised capital gains accrued on the investments of the Plan (or any part thereof) and any other matter or thing which the Trustee in good faith and in its absolute discretion considers appropriate Taxation Credits or Rebates Where the Trustee is in receipt of any income in respect of which there arises any taxation credit or rebate, the Trustee may offset such credits or rebates against any provisions for tax and, notwithstanding the time at which such credits or rebates are received, may apportion such credits or rebates across the relevant year of income on a daily accruals basis Adjustments The Trustee may, in respect of the amount or amounts of such payments debit the provisions for Taxes made pursuant to these Rules in respect of the year of income to which such Taxes relate and, where the provisions for Taxes made in respect of any year of income: Trust Deed for Retirement Wrap page 74

76 exceed the Taxes payable in the year of taxation in respect of such year of income, the Trustee shall credit the provisions for the Trust in respect of the next succeeding year of income (or part thereof as the Trustee in its absolute discretion determines) with such amount or otherwise deal with it as it considers equitable; and is less than the amount of Taxes payable in the year of taxation in respect of that year of income, the Trustee is entitled, as the Trustee sees fit, to debit the excess of Taxes to such provisions for Taxes the Trustee may have made in respect of the next succeeding year of income (or part thereof as the Trustee in its absolute discretion determines) Expenses and obligations The Trustee may from time to time and at any time: realise any asset of the Plan in whole or in part subject to Relevant Law; and deduct, set aside and make a provision or provisions from the assets of the Plan, for the purpose of meeting such actual or anticipated expenses or obligations or fees payable to the Trustee as in the opinion of the Trustee should be provided for, including (without limitation) a provision or provisions for Tax which will or may in the opinion of the Trustee be payable in respect of capital gains which may or might be realised on the disposal of assets of the Trust in succeeding years of income. Such realisation of assets, deduction, setting aside or provision may be made from or against such part of the Plan as the Trustee in its absolute discretion deems appropriate Determination by Trustee The Trustee may in its absolute discretion determine: (d) 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 a capital profit or loss has been realised; the amount of any realised or unrealised capital profit or loss; the amount of any consideration received on the disposal of a part of the Plan; or (e) the amount paid or deemed paid or the value given for a part of the Plan at the time it became part of the Plan Arrangements with other entities The Trustee may from time to time and at any time in its absolute discretion and upon such terms as it sees fit enter into an arrangement or arrangements with a life company or any other appropriate entity which has the effect of transferring to that entity all or part of the liability for Tax arising on and in respect of any contributions to the Plan Family law fees The Trustee may retain for its own benefit from the Plan 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 2001 (Cth). If under the Family Law (Superannuation) Regulations 2001 (Cth), the fee: was charged; and would be payable by a particular person; and Trust Deed for Retirement Wrap page 75

77 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 Plan. 14. Amendment of Trust Deed 14.1 Amendment not to reduce benefits The Trustee may not amend the Deed if the amendment would have the effect of: reducing the amount of a benefit, calculated on the basis of contributions to the Plan and earnings on those contributions, which has accrued or become payable to a Member before the amendment; or reducing the amount of a benefit, other than a benefit referred to in rule 14.1 that is, or may become, payable to a Member in relation to a period before the amendment; or otherwise reducing the benefits that have accrued, or become payable, to a Member, unless: (d) (e) (f) (g) the reduction is required because of, and does not exceed the value of, any Tax payable on the income attributed to the Plan; or the reduction is required only to enable the Plan to comply with Relevant Law; or the Member approves in writing of the reduction; the Regulator approves in writing of the reduction; or (h) the amendment is otherwise permitted by Relevant Law Actuary's Advice In determining whether or not the effect specified in rules 14.1, 14.1, 14.1 or 14.1 will occur the Trustee may rely on the advice of the Appointed Actuary. 15. Termination 15.1 Notice of Termination of Plan The Trustee may terminate the Plan under clause 12.1 of the Deed only with 12 months' written notice to Members and Employers Consequences of Termination of the Plan If the Trustee gives notice to terminate the Plan the Trustee must continue to administer the Plan in accordance with the provisions of this Deed except that: no further contributions may be accepted by the Trustee from the Members or Employers; and when all the Members' benefits have been paid or applied in accordance with this Deed the Plan must be terminated. Trust Deed for Retirement Wrap page 76

78 15.3 Termination of Employer by Notice The Trustee may give 3 months' notice to an Employer or a Member to cease participating in the Plan and upon expiry of that notice the Employer's or Member's participation in the Plan is terminated Termination of Employer on Occurrence of Certain Events The Trustee may, by notice to the Employer, terminate the Employer's participation in the Plan if: an Employer terminates or is deemed to terminate its contributions to the Plan; there ceases to be any Employer's Members in relation to the Employer in the Plan Termination by Employer In addition to the power to terminate contributions under rule 10 an Employer may, by giving six months' notice (or such longer or shorter period of notice that the Trustee may agree), terminate its participation in the Plan Consequences of termination of participation Upon termination by an Employer of its participation in the Plan the Trustee may do any one or more of the following: transfer the amounts standing to the credit of any Account of the Employer or Employer's Members to a Benefit Arrangement of which the Members are or become eligible to be Members; administer that part of the Plan that relates to the Employer on the basis that no further contributions are accepted from the Employer or the Employer's Members and with such consequent adjustment of benefits as the Appointed Actuary may advise until such time as all Member's benefits have been applied in accordance with this Deed; and terminate any Life Policy that provides any insured death or disability benefit. Trust Deed for Retirement Wrap page 77

79 Rules of the Accumulation Division 16. Application of Rules Rules 17 to 27 apply to Employers and Members participating in the Accumulation Division of the BT Lifetime Super Employer Plan. 17. Definitions For rules 17 to 27 only, unless the contrary intention appears: Category means the Employer Category or the Personal Category. Employer Accounts in respect of a Member, means each Account established under rule 21.1 and each other Account the Trustee establishes for the Member which is credited with Units arising from contributions by an Employer for the Member. Employer Category means the category of the Plan of that name established under rule Employer's Reserve Account means an Account which is credited with Units arising from contributions or other moneys required to be paid into the Account pursuant to the Employer Application or which the Trustee and Employer otherwise agree are to be paid into the Account or Units from other accounts which represent forgone or forfeited benefits. Employer's Tax Account means an Account established in respect of a Principal Employer to receive moneys deducted from a benefit to meet unpaid tax on contributions. Insured Benefit means the Insured Death Benefit or the Insurance Disability Benefit. Insured Death Benefit means a benefit or part of a benefit provided by a Life Insurer in respect of a Member upon the death of a Member but does not include any amount standing to the credit of any Account which is payable as a benefit or part of a benefit to a Member on the Member's death. Insured Disability Benefit means a benefit or part of a benefit provided by a Life Insurer in respect of a Member upon the Member becoming Totally Permanently Disabled or Temporarily Totally Disabled as the case may be but does not include any amount standing to the credit of a Member in any Account which is payable as a benefit or part of a benefit to the Member on the happening of any of those events. Member Accounts in respect of a Member, means each Account established under rule 21.1 or 21.1 for the Member and each other Account which the Trustee establishes for the Member other than an Employer Account. Normal Retirement Date means the 65th birthday of a Member or such other date agreed by the Trustee and the Employer. Permanent Incapacity or Invalidity means in respect of a Member who has retired from the workforce that the Member has satisfactory to the Trustee that in their opinion the Member is unlikely ever to be able to work again in a job for which the Member is reasonably qualified by education, training or experience and 'Permanently Incapacitated' has a corresponding meaning. Personal Category means a category of the Plan of that name established under rule Protected Member means a Member in respect of whom the balance of his or her Member Accounts either falls below or is otherwise less than $1,500 or such lesser or other amount as the Trust Deed for Retirement Wrap page 78

80 Trustee determines from time to time in relation to Members generally or a particular Member or class of Members. Related Company has the same meaning as that term has in the Companies (New South Wales) Code. Service means in reference to a Member, that Member's service in Full Time or Part Time Employment with an Employer and a reference to a Member ceasing to be in the Service of an Employer is a reference to that Member ceasing to be employed by that Employer but does not include: any transfer of employment between one Employer and another Employer where those Employers are both a Principal Employer or Associated Employer specified in a single Employer Application unless the Principal Employer with the consent of the Trustee requires that the transfer is to be treated as a cessation of Service; where the Employer is a corporation any transfer of employment between an Employer and a Related Company of the Employer unless the Principal Employer with the consent of the Trustee requires that the Transfer is to be treated as a cessation of Service; any suspension of Service approved by the Principal Employer and the Trustee. Temporary Total Disablement in respect of a Member has the meaning which it is given under the Life Policy issued by the Life Insurer applicable to that Member and 'Temporarily Totally Disabled' has a corresponding meaning. Total Permanent Disablement is respect of a Member has the meaning which it is given under the Life Policy issued by the Life Insurer applicable to that Member and 'Totally Permanently Disable' has a corresponding meaning. Vesting Scale means the factors specified in the Employer Application of the Principal Employer of that Member which go to determine what proportion of any Account which is designated in the Employer Application as being subject to a Vesting Scale is payable upon the Member becoming entitled to a benefit. 18. Membership 18.1 Eligibility A person who is in the employment of an Employer or a person in respect of whom an Employer may make contributions to this Plan and who is nominated by the Employer may become a Member of this Division if the Trustee permits. Any other person may become a Member of this Division of the Plan if the Trustee permits Categories The Accumulation Division is divided into the: Employer Category; and Personal Category. The Trustee may determine the Rules, including eligibility Rules, which apply to each Category. Whenever a Member is admitted to membership of the Plan, the Trustee may, subject to rules 2.3 and 2.4, determine that they are a Member of the Employer Category or Personal Category in accordance with any rules applicable to the Category. In the absence of a determination or any Trust Deed for Retirement Wrap page 79

81 applicable rules, a Member will be a Member of the Employer Category for so long as they are covered by an Employer's Application Transfer between Categories If a Member of the Employer Category ceases to be covered by an Employer's Application or otherwise ceases to be eligible to be a Member of the Employer Category, the Trustee may transfer the Member to the Personal Category without the consent of the Member Ceasing to be Employee Each Employer must give written notice to the Trustee promptly upon a Member ceasing to be an Employee. 19. Contributions 19.1 Employer Contributions Each Employer must contribute to the Plan in accordance with the relevant Employer's Application in respect of each Employer's Member who has not ceased to be in the Service of the Employer. An Employer may make additional contributions in respect of any one or more Members with the consent of the Trustee Member Contributions - Employer Category An Employer's Member must contribute to the Plan in accordance with the relevant Employer's Application. A Member may make additional contributions with the consent of the Trustee Member Contributions - Personal Category A Member, and any other person for the benefit of the Member, may make contributions to the Plan with the consent of the Trustee Suspension of Service Where the Principal Employer and Trustee agree that an Employer's Member has been temporarily suspended from Service: the Member may remain a Member of the Employer Category for such period as may be agreed by the Principal Employer and the Trustee; and during that period: the Employer and Member may make such contributions to the Plan in respect of that Member as may be agreed by the Principal Employer and the Trustee; and any Insured Benefit in respect of the Member will cease or will be continued or varied as the Trustee and Principal Employer agree Termination of Insured Benefits Unless otherwise provided in the Life Policy providing any Insured Benefit the cover provided by such policy ceases in respect of a Member upon the earliest of: the Member ceasing to be in the Service of the Employer unless: the Principal Employer and Trustee agree otherwise; or the Member is transferred to the Personal Category and the Member elects, or the Trustee determines, that cover will continue to apply to the Member under the Life Policy; the Normal Retirement Date of the Member; and Trust Deed for Retirement Wrap page 80

82 the Member's 65th birthday Allocation of Contributions and other Moneys Subject to rule 19.7, the Trustee: in respect of the Employer Category, must apply contributions or other moneys received by the Trustee in respect of an Employer or Employer's Member to one or more Investment Portfolios applicable to the Employer or the Member (as the case may be), and allocate those contributions and other moneys to the Investment Portfolios agreed by the Trustee and the Employer or Member (where the Employer allows its Members to select investments) or the Trustee and the Employer (for moneys not allocated for the benefit of specific Members) or, failing agreement, as the Trustee may determine; in respect of the Personal Category, must apply contributions or other moneys received by the Trustee in respect of a Member to one or more Investment Portfolios applicable to the Member and allocate those contributions and other moneys to the Investment Portfolios agreed by the Trustee and the Member or, otherwise, as the Trustee may determine Trustee may Deduct Amounts from Contributions The Trustee may deduct and set aside from a contribution an amount sufficient to meet: any premiums that have become due or which will become due in respect of any insurance premium for the provision of an Insured Benefit; or any Taxes or expenses of the Plan that have become due or which will become due Contributions splitting Subject to Relevant Law: a 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 Limit on contributions The Trustee must, where relevant, ensure that the capital supporting a Member's pension must not be added to by way of an additional contribution or rollover after the pension has commenced, unless the Relevant Law permits. 20. Switching 20.1 Switching Requests A Switching Request may be made to the Trustee by: an Employer's Member, where the Employer allows the Member to do so; or a Member of the Personal Category Minimum switch The Trustee may: set a minimum switching amount for an Investment Portfolio; vary any minimum switching amount at any time; and Trust Deed for Retirement Wrap page 81

83 refuse to process any Switching Request for an amount that is less than the applicable minimum switching amount Withdrawal Price on switching Interests being withdrawn pursuant to a Switching Request will be withdrawn at the Withdrawal Price for Units being withdrawn from an Investment Portfolio Application Price on switching Interests being established pursuant to a Switching Request will be established at the Application Price for Units being allocated from an Investment Portfolio Compulsory switch Where a Member is or becomes a Protected Member, the Trustee may switch an interest from one or more Investment Portfolios into one or more Investment Portfolios determined by the Trustee without the Member's consent. The Trustee is deemed to be acting under a Switching Request in doing so Trustee may refuse switch The Trustee may refuse to process any Switching Request which: does not satisfy the requirements of rules 4 and 5; or the Trustee, in its absolute discretion, considers it could unfairly prejudice the interests of other Members or Employers in the Investment Portfolio to implement the Switching Request. 21. Accounts 21.1 Establishment The Trustee must maintain: for the Employer Category: in respect of each Principal Employer and its Associated Employers, the Employer Accounts agreed between the Trustee and the Principal Employer and set out in the Principal Employer's Application; and in respect of each Employer's Member, the Member Accounts as agreed between the Trustee and the Member's Principal Employer and set out in the Principal's Employer Application; and for the Personal Category, in respect of each Member, the Member Accounts which the Trustee considers appropriate Payment of benefits and expenses The Trustee may pay benefits and expenses (including any premiums for any Insured Benefit and Taxes) out of the Plan by the withdrawal of Units from Accounts in accordance with this Deed and, for a Member of the Employer Category, to the extent that the Principal Employer's Application applies to the benefit, the terms of the Principal Employer's Application Value of Units The amount of any benefit referable to Units in any Account is the amount determined according to rule 5.2. Trust Deed for Retirement Wrap page 82

84 21.4 Value of Insured Benefit The amount payable by the Trustee in relation to any Insured Benefit will not exceed the amount actually received by the Trustee from the Life Policy in respect of that benefit less any fees or charges that the Life Insurer may charge on payment of such benefit Insufficient funds If an Employer's Application provides that Units are to be withdrawn to meet or provide for Taxes, expenses or premiums for any Insured Benefit from a particular Account or from particular Accounts, the Trustee must have recourse to those Accounts first to satisfy the Taxes, expenses or premiums attributed to the Principal Employer but, if that Account is insufficient, the Trustee may withdraw or set aside Units from any other Accounts maintained in respect of the Employers or Members as the Trustee may determine in order to meet those Taxes, expenses or premiums Deductions for unpaid contributions tax on benefits Where a benefit is to be paid or any amount is to be transferred to another Benefit Arrangement or another category, Division or Plan 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 then before paying or transferring that benefit or amount, the Trustee may withdraw that number of Units from the Account to which those contributions relate, which when applied in accordance with this rule have an aggregate Withdrawal Price equal to the amount of Tax on those contributions as determined by the Trustee, and the Trustee must apply those moneys to have Units allocated to the Employer's Tax Account of the Member's Employer or last Employer (as appropriate) and upon that Tax becoming payable the Trustee may withdraw Units from that Employer's Tax Account or other appropriate Account to meet that Tax Contributions Tax If a contribution is liable to Tax then, when the Trustee considers appropriate, the Trustee may: withdraw or set aside units from the Accounts to which those contributions have been applied; if an amount or other appropriate Account is received on withdrawal: apply the amount or other appropriate Account to acquire Units which are allocated to the Employer's Tax Account pending payment of the Tax and upon the Tax becoming payable withdraw Units from that Employer's Tax Account to meet the Tax; or pay the Tax; and if Units are set aside pending payment of the Tax, withdraw those Units to pay the Tax when the Tax becomes payable. 22. Benefits 22.1 Normal Retirement If a Member ceases Service on or after the Member's Normal Retirement Date, the Trustee must: allocate to the Member Accounts of the Member all Units allocated to the Member which are not at that time allocated to the Member Accounts and transfer the Member to the Personal Category; or pay to the Member a benefit equal to the aggregate of the Withdrawal Price of each Unit allocated to the Employer Accounts and the Member Accounts of that Member. Trust Deed for Retirement Wrap page 83

85 22.2 Ceasing Service If a Member ceases to be in Service of an Employer prior to the Member's Normal Retirement Date and the Member is not entitled to any other benefit under this rule, the Trustee must: allocate the 'Employer Units' described in rule 22.3 to the Member Accounts of the Member and transfer the Member to the Personal Category; or pay to the Member a benefit equal to the aggregate of the Withdrawal Price of each Unit allocated to the Member Accounts of that Member, together with the aggregate of the Withdrawal Price of each Employer Unit described in rule Employer Units on withdrawal The 'Employer Units' of a Member on withdrawal are: in relation to the Employer Accounts to which a Vesting Scale applies to the Member - that proportion of Units allocated to the Employer Accounts to which the Vesting Scale applies in respect of the Member as determined by the Vesting Scale; and in relation to the Employer Accounts to which no Vesting Scale applies - all Units allocated to those Employer Accounts in respect of the Member Withdrawal - Personal Category A Member of the Personal Category may require the Trustee to pay to the Member, or apply on the Member's behalf, a benefit equal to the aggregate of the Withdrawal Price of each Unit allocated to the Member Accounts of the Member if Relevant Law permits the benefit to be paid or applied as requested by the Member Death of Member of Personal Category If a Member of the Personal Category dies, the Trustee must pay a death benefit, in accordance with the Rules, equal to the aggregate of the Withdrawal Price of each Unit allocated to the Member Accounts of the Member and any Insured Benefit received by the Trustee in respect of the Member Permanent Incapacity of Member of Personal Category If a Member of the Personal Category becomes Totally and Permanently Disabled or Permanently Incapacitated, the Trustee must pay a benefit to the Member equal to the aggregate of the Withdrawal Price of each Unit allocated to the Member Accounts of the Member and any Insured Benefit received by the Trustee in respect of the Member (to the extent that the Insured Benefit is not reflected in the Units allocated to the Member Accounts of the Member) Death Benefit If a Member of the Employer Category dies, while in the Service of an Employer prior to the Member's Normal Retirement Date, the Trustee must pay a benefit in respect of the Member equal to the aggregate of: the aggregate of the Withdrawal Price of each Unit allocated to the Employer Accounts of that Member unless the Employer Application specified that some lesser number of Units are to be withdrawn on the death of a Member; the aggregate of the Withdrawal Price of each Unit allocated to the Member Accounts of that Member; and any Insured Death Benefit of the Member received by the Trustee in respect of that Member. Trust Deed for Retirement Wrap page 84

86 22.8 Total Permanent Disability Benefit Subject to rule 22.11, if a Member of the Employer Category ceases to be in Service by reason of being Totally Permanently Disabled prior to the Member's Normal Retirement Date and is entitled to an Insured Benefit on becoming Totally Permanently Disabled, the Trustee must pay a benefit to the Member equal to the aggregate of: the aggregate of the Withdrawal Price of each Unit allocated to Employer Accounts of that Member unless the Employer's Application specified that some lesser number of Units are to be withdrawn upon a Member ceasing Service by reason of being Totally Permanently Disabled; the aggregate of the Withdrawal Price of each Unit allocated to the Member Accounts of that Member; and any Insured Disability Benefit of the Member received by the Trustee in respect of the Member upon the Member ceasing Service by reason of being Totally Permanently Disabled (to the extent that the Insured Benefit is not reflected in the Units allocated to the Member Accounts of the Member) Temporary Total Disability Benefit If a Member becomes Temporarily Totally Disabled prior to the Member's Normal Retirement Date and is entitled to an Insured Disability Benefit on becoming Temporarily or Totally Disabled, the Trustee must pay a benefit to the Member equal to any Insured Disability Benefit of the Member received by the Trustee in respect of the Member upon the Member becoming Temporarily Totally Disabled Permanent Incapacity or Invalidity Subject to rule 22.11, if a Member in the Employer Category ceases Service due to Permanent Incapacity or Invalidity prior to the Member's Normal Retirement Date, the Trustee must pay a benefit to the Member equal to the aggregate of: the Withdrawal Price of each Unit allocated to Employer Accounts of that Member unless the Principal Employer's Application specifies that some lesser number of Units are to be withdrawn upon the Member ceasing to be in Service by reason of Permanent Incapacity or Invalidity; and the Withdrawal Price of each Unit allocated to the Member Accounts of that Member Member ceases to be in Service If a Member ceases to be in Service as described in rule 22.8 or 22.10, the Trustee may: allocate to the Member Accounts of the Member all Units allocated to the Member which are not at that time allocated to the Member Account; and apply any Insured Disability Benefit received by the Trustee to the Investment Portfolios which apply to the Member and allocate that amount to investments in the same proportion as the remainder of the Member's benefit is allocated; and transfer the Member to the Personal Category Alternate or Other Benefits If the Employer Application relevant to an Employer Member specifies a benefit in substitution for any benefit under this rule or any additional or other benefit then such benefit is payable to an Employer's Member in accordance with the Employer Application. Trust Deed for Retirement Wrap page 85

87 22.13 Benefit Notwithstanding the provisions dealing with the payment of benefits contained within these Rules, if a Member is permitted to receive a benefit under Relevant Law, the Trustee, at the request of the Member and in its absolute discretion, may pay to the Member all or part of a benefit of that Member equal to the aggregate of the Withdrawal Price of all or some of the Units allocated to the Member Accounts of that Member Augmentation A Principal Employer may request the Trustee, and if the Trustee agrees, the Trustee may pay a Member of the Employer Category an additional amount under this rule on the Member becoming entitled to a benefit and such additional amount will be met by the Trustee by withdrawing Units from the Employer Accounts in respect of that Member that are not payable to the Member or by withdrawing Units from the Employer's Reserve Account but the Trustee is not required to pay any amount greater than the aggregate of the Withdrawal Price of those Units. 23. Fees 23.1 Trustee Fees The Trustee is entitled to each of the fees payable: to the Life Insurer under the investment policy issued to the Trustee in respect of the Accumulation Division of the Former Fund which was in place immediately before the Transfer Date (Investment Policy); and to the Trustee under rule A6A of the trust deed for the Former Fund immediately before the Transfer Date during such time as the Investment Policy was on foot. The fees are payable in respect of the Accumulation Division and the Members and Employers of the Accumulation Division in the amounts, at the times and in the manner provided for in the Investment Policy and the Trustee is entitled to amend, vary or increase these fees in any way the Life Insurer was entitled to under the Investment Policy or as the Trustee was entitled to under the trust deed while the Investment Policy was on foot Deduction from Accounts Fees payable under this rule may be paid: out of the Plan by withdrawal of Units from Accounts in accordance with this Deed and, if relevant, the terms of the Employer Application, or to the Trustee separately from any amount contributed to the Plan Commissions and Other Receipts The Trustee may receive and retain for its own use, the whole or any part of any commission or other payment or value that it may receive from an insurer in respect of the establishment or maintenance of Insured Benefits under a Life Policy issued by an insurer other than BT Life. The Trustee is not liable to account for that payment or value to any Member, or to any person claiming through a Member. This right exists in addition to the right to receive any fee payable to the Trustee under this rule Trustee's Own Use The Trustee is entitled to apply: all fees payable to the Trustee under this rule 23; and Trust Deed for Retirement Wrap page 86

88 the whole or any part of any commission or other payment or value that it may receive from an insurer under rule 23.3, for its own use and benefit, and may pay any such amount to one or more companies that are related to Trustee, within the meaning of the Corporations Act Protected Members' fees Notwithstanding any other provision in this rule 23, if a Member is a Protected Member, the fees payable by the Member or which can be attributed to the Protected Member's Account must not exceed the fees provided for in the Investment Policy immediately prior to the Transfer Date. 24. Foregone Benefits If a benefit is paid or becomes payable to a Member and any Units are not allocated to a Member by reason of the Vesting Scale applicable to that Member then the Trustee may withdraw those Units and apply the amount received on their withdrawal to have Units allocated to the Employer's Reserve Account or otherwise deal with that amount in such manner as the Principal Employer and Trustee agree. 25. Employer's Reserve Account 25.1 Withdrawal of Units The Trustee may withdraw Units allocated to the Employer's Reserve Account and apply the proceeds: to meet expenses of the Fund allocated by the Trustee to an Employer or Employer's Members and in particular to pay Taxes attributable to the Plan and arising from contributions in respect of an Employer or the Employer's Members; if requested by the Principal Employer and agreed by the Trustee: to meet contributions of the Employer, the Employer's Members or other persons making or liable to make contributions in respect of Employer's Members; with any necessary approval from the Regulator in returning all or part of that amount to an Employer as the case may be; or (iii) for such other purpose as may be agreed to by the Trustee Agreement of Trustee Without limiting the Trustee's discretion to agree to any request by the Principal Employer under this rule, the Trustee may refuse to agree to withdraw Units in the Employer's Reserve Account if the Trustee is of the view that those Units are required to meet liabilities of the Plan that have arisen or are in the Trustee's view likely to arise and which are not otherwise provided for. 26. Employer's Tax Account 26.1 Transfer to Reserve Account The Trustee may if it determines that any Units in the Employer's Tax Account will not be required to meet any liability for Tax on contributions as specified in rule 21.6 withdraw those Units and apply the amount received on withdrawal to acquire Units allocated to the Employer's Reserve Account. Trust Deed for Retirement Wrap page 87

89 26.2 Termination of Participation by Employer If an Employer ceases to participate in the Plan, the amount standing to the credit of the Employer's Tax Account after payment of all Taxes payable from that Account will be applied by the Trustee for the purposes of the Plan in such manner as the Trustee in its absolute discretion sees fit. 27. Selection of Units on Withdrawal Unless otherwise agreed with the Principal Employer, the Trustee may select the Units it withdraws in order to meet any liability of the Plan. Trust Deed for Retirement Wrap page 88

90 Rules of the Defined Benefit Division 28. Application of Rules and Defined Benefit Sections Rules 29 to 37 apply to Employers and Members participating in the Defined Benefit Division of the BT Lifetime Super Employer Plan. 29. Interpretation For rules 29 to 37, unless the contrary intention appears: Actuary means the actuary appointed by the Trustee or, with the consent of the Trustee, by the Principal Employer for the purposes of the Defined Benefit Division or a Defined Benefit Section. Defined Benefit Section means each section of the Defined Benefit Division established under rule 30. Minimum Requisite Benefit has the meaning given to that term in the SIS Act. 30. Defined Benefit Sections The Defined Benefit Division is divided into a separate Defined Benefit Section for each Principal Employer and their Employer's Members. 31. Employer Application Each Defined Benefit Section is governed by the relevant Employer Application and the Deed. In the event of a conflict between the Employer Application and this Deed, the Employer Application prevails except to the extent expressly provided otherwise. Unless the Trustee determines otherwise, the Employer Application for each Defined Benefit Section must include rules in relation to the following: (iii) (iv) (v) (vi) (vii) (viii) eligibility for membership; Member contributions and Employer contributions; any benefits payable on, before or after retirement; any benefits payable on leaving service; any benefits payable on death or disability; termination of the Defined Benefit Section; and termination of the Employer's participation in the Defined Benefit Section. In construing each Employer Application, the Trustee and Employer must treat each reference to: (A) (B) (C) a fund, plan, division or section as a reference to the Former Fund and the Plan and to a plan, division or section of the Former Fund and this Fund; a Member as a Member of the Former Fund or the Plan; and periods of membership and service, or any similar concept, as including periods of membership and service of the Former Fund and the Plan. Trust Deed for Retirement Wrap page 89

91 32. Contributions 32.1 Member contributions Rates of Member contribution must be notified to the Trustee in an Employer Application or otherwise by the Employer. Members for whom a rate is notified to the Trustee must contribute at that rate until: (iii) (iv) the Member leaves Service; another rate is notified to the Trustee in writing by the Employer; any date for termination of contributions; or the date at which the Trustee must cease to accept contributions in respect of a Member under Relevant Law. (d) A Member may contribute any amount (or if rule 32.1 applies, any further amount) if the Trustee and the Employer agree. The Trustee may agree with the Employer that contributions otherwise payable by a Member need not be paid and that the Employer will pay them instead. Any contributions paid by the Employer under this rule 32 are treated as contributions by the Member. (e) Unless the Member and the Employer agree otherwise, the Employer may deduct the Member's contributions from the Member's remuneration. The Employer must pay the contributions to the Trustee in the manner and at the times agreed between the Employer and the Trustee Employer contributions Employer contributions must be at the rate determined by the Trustee and advised to the relevant Principal Employer having regard to the advice of the Actuary. The annual salary of the Member must also be specified if Employer contributions are specified as a percentage of salary. (d) (e) The Employer must contribute at the rate referred to in rule until such time as the rate varied by the Trustee having regard to the advice of the Actuary and the wishes of the relevant Participating Employer. The Employer may contribute an amount in excess of the amount referred to in rule if the Trustee agrees. The Employer must pay the contributions to the Trustee in the manner and at the times agreed between the Employer and the Trustee. The Employer may cease, suspend or reduce its contributions in respect of a Member by giving 60 days' (or such other period as the Trustee may agree to) written notice to the Trustee and any contributions in arrears on the date of such notice must be paid immediately. The Trustee must notify or cause the Member to be notified of the receipt by the Trustee of such a notice from an Employer, and the Member may then cease contributions. The Trustee will adjust contributions and benefits of Members to reflect the cessation, suspension or reduction of contributions if it considers appropriate. (f) If the Employer or a Member fails to pay any contributions required under this rule 32 within such period as the Trustee considers reasonable, the Trustee may notify Members affected by the failure and adjust the contributions and benefits of such Members as the Trustee, in its absolute discretion, considers appropriate. Trust Deed for Retirement Wrap page 90

92 33. Benefits Benefits payable from a Defined Benefit Section are determined in accordance with the relevant Employer Application. Benefits payable from a Defined Benefit Section at any time must not exceed the value of that part of the assets of the Plan which, in the Trustee's opinion, is attributable to that Defined Benefit Section (Value of the Defined Benefit Section) at that time. If, in the opinion of the Trustee, after taking advice from the Actuary, the Value of the Defined Benefit Section is insufficient to meet any current or future benefits which, but for this rule, would be payable under the Employer Application referable to that Section, the Trustee, in consultation with the Actuary and, for so long as the Trustee considers appropriate, must adjust the benefits payable to Members who are participants in that Defined Benefit Section to the amount that the Trustee determines to be appropriate. 34. Insured Benefits In addition to any other rights or powers under the Deed, to the extent that a benefit which would otherwise accrue in a Defined Benefit Section is, in the Trustee's opinion, intended to include the proceeds of a Life Policy and the Trustee is not able to insure or fully insure to the level of those proceeds or the Life Insurer does not pay any or all of those proceeds, the benefit payable will be an amount determined by the Trustee. 35. Employer ceasing to contribute to Defined Benefit Section In addition to any other rights or powers under the Deed, if, in the Trustee's opinion, an Employer ceases to contribute to the Defined Benefit Section as specified in rules (f) or otherwise, from such date as the Trustee decides (Termination Date), the Trustee's, Employer's and Members' rights and obligations will cease under the Application and will be determined under rule 35. With effect from the Termination Date: (iii) (iv) the Employer and Members must immediately pay any arrears of contributions up to the Termination Date but must make no further contributions; any insurance cover relating to the Defined Benefit Section in respect of death or disablement ceases; any Minimum Requisite Benefits referable to the Defined Benefit Section cease to accrue; the Trustee must apply the assets attributed to the Plan and which, in the Trustee's opinion, are attributable to that Defined Benefit Section, in the following order of priority, to or towards the provision of a payment of: (A) (B) (C) any amount the Trustee determines for Costs imposed by, paid by or attributable to the Defined Benefit Section; the Defined Benefit Section benefits which have become payable on or before the Termination Date; Minimum Requisite Benefits which are referable to the Defined Benefit Section accrued up to the Termination Date; Trust Deed for Retirement Wrap page 91

93 (D) (E) the Defined Benefit Section benefits which have not become payable on or before the Termination Date as if the relevant Member had voluntarily terminated employment with the Employer on the Termination Date; and benefits to Members in the proportions determined by the Trustee after taking advice from the Actuary unless expressly provided otherwise in the Employer Application, in which case the remaining balance must be applied as provided in the Employer Application; and (v) the benefit referable to each Member calculated under rule 35(iv) may be retained in the Defined Benefit Section in the manner determined by the Trustee until such time as it is required to be paid under Relevant Law or applied in any other way permitted by the Deed or Relevant Law. For the avoidance of doubt, the Trustee may apply the benefit referable to each Member under rule 35(iv) towards the creation of, or increase in, an interest for the Member in the Accumulation Division. 36. Termination If the Fund, Plan, Defined Benefit Division or a Defined Benefit Section is terminated under clause 12.1 of the Deed, the provisions of rule 35 will apply as if the Employer had ceased making contributions to the Defined Benefit Section on the date of termination determined under clause Fees 37.1 Trustee Fees The Trustee is entitled to each of the fees payable: to the Life Insurer under the investment policy issued to the Trustee in respect of the Defined Benefit Division of the Former Fund which was in place immediately before the Transfer Date (Investment Policy); and to the Trustee under rule AA11 of the trust deed for the Former Fund immediately before the Transfer Date during such time as the Investment Policy was on foot. The fees are payable in respect of the Defined Benefit Division and the Members and Employers of the Defined Benefit Division in the amounts, at the times and in the manner provided for in the Investment Policy and the Trustee is entitled to amend, vary or increase these fees in any way the Life Insurer was entitled to under the Investment Policy or as the Trustee was entitled to under the trust deed while the Investment Policy was on foot Deduction from Accounts Fees payable under this rule may be paid: out of the Plan by the cancellation of Units in accordance with this Deed and the terms of the Employer Application, or to the Trustee separately from any amount contributed to the Plan Commissions and other receipts The Trustee may receive and retain for its own use, the whole or any part of any commission or other payment or value that it may receive from a Life Insurer in respect of the establishment or maintenance of Insured Benefits under a Life Policy issued by an insurer other than BT Life Limited. Trust Deed for Retirement Wrap page 92

94 The Trustee is not liable to account for that payment or value to any Member, or to any person claiming through a Member. This right exists in addition to the right to receive any fee payable to the Trustee under this rule Trustee's Own Use The Trustee is entitled to apply: all fees payable to the Trustee under this rule 37; and the whole or any part of any commission or other payment or value that it may receive from an insurer under rule 37.3, for its own use and benefit, and may pay any such amount to one or more companies that are related to the Trustee, within the meaning of the Corporations Act. Trust Deed for Retirement Wrap page 93

95 Schedule 4 - BT Retirement Selection Plan This schedule applies to the BT Retirement Selection Plan. 1. Interpretation 1.1 Definitions In these Rules, unless the contrary intention appears: Application Price of a Unit of an Investment Portfolio is the amount calculated by the Trustee in accordance with rule 4.2. Accumulation Member means a Member admitted or transferred to the Accumulation Division of the Plan who has not ceased to be a Member of the Accumulation Division. Accumulation Division means the division of the Plan established under rule 2.1. Application means the application by a Member for an interest in the Plan or Former Fund which has been accepted by the Trustee or any other agreement between the Member and Trustee setting out the terms upon which a Member may contribute to the Plan or the Former Fund. Contribution Fee means, for an Investment Portfolio, the amount payable to the Trustee under rule 18 in respect of each contribution to the Plan or such lesser amount as the Trustee determines from time to time. Contributions Splitting Application means an application of the type referred to in regulation 6.44 of the Superannuation Industry (Supervision) Regulations Costs means costs, charges, fees, expenses and taxes and all amounts payable in respect of them. Current Value means, for an Investment Portfolio, the value of all assets of the Investment Portfolio less all amounts required to repay borrowings and to meet liabilities (including the amount of any provisions for liabilities (including contingent liabilities) the Trustee determines should be made). Former Fund means the regulated superannuation fund known as BT Retirement Selection. Financial Year means the period of 12 calendar months commencing on the 1st day of July in each year. Insured Benefit means: in respect of a Pension Member, the Insured Death Benefit; and in respect of an Accumulation Member, the Insured Death Benefit or the Insured Disability Benefit. Insured Death Benefit means a benefit or part of a benefit provided by a Life Insurer in respect of a Member upon the death of a Member but does not include any amount standing to the credit of any Account which is payable as a benefit or part of a benefit to a Member on death. Insured Disability Benefit in respect of an Accumulation Member, means a benefit or part of a benefit provided by a Life Insurer in respect of the Member upon the Member becoming Totally Permanently Disabled or Temporarily Totally Disabled as the case may be but does not include any amount standing to the credit of a Member in any Account which is payable as a benefit or part of a benefit to the Member on the happening of any of those events. Trust Deed for Retirement Wrap page 94

96 Investment Portfolio means a portfolio of assets and liabilities established by the Trustee under rule 3.1. Life Insurer means BT Life Limited or another insurer approved by BT Life Limited. In respect of a Member, it means any life company with whom the Trustee has effected a Life Policy to provide a benefit. Life Policy means a policy of insurance issued by a Life Insurer to the Trustee which provides insured benefits in respect of one or more Members of the Plan. Member Account means each account maintained by the Trustee in respect of a Member under rule Minimum Investment for the Plan or an Investment Portfolio, means the minimum amount, if any, determined by the Trustee from time to time which may be invested in the Plan or the Investment Portfolio at any time. Minimum Withdrawal for the Plan or an Investment Portfolio, means the minimum amount, if any, determined by the Trustee from time to time which may be withdrawn from the Plan or Investment Portfolio at any time. Pension Division means the division of the Plan established under rule 2.1. Pension Member means a Member admitted or transferred to the Pension Division of the Plan who has not ceased to be a Member of the Pension Division. Permanent Incapacity in respect of a Member, means that, in the Trustee's opinion, following receipt of evidence satisfactory to the Trustee, the Member is unlikely ever to be able to work again in a job for which the Member is reasonably qualified by education, training or experience. Prescribed Time means, for an Investment Portfolio, such time as determined by the Trustee from time to time. Splittable Contribution has the meaning given to that term in regulation 6.40 of the Superannuation Industry (Supervision) Regulations Switching Request means a request to the Trustee to withdraw interests in one or more Investment Portfolios for the purpose of investing in one or more other Investment Portfolios in the place of the withdrawn interest. A Switching Request will be taken to be: a request to withdraw an interest in an Investment Portfolio; and an application for an interest in an Investment Portfolio. Temporary Total Disablement in respect of an Accumulation Member has the meaning which it is given under the Life Policy issued by the Life Insurer applicable to that Member and Temporarily Totally Disabled has a corresponding meaning. Total Permanent Disablement in respect of an Accumulation Member has the meaning which it is given under the Life Policy issued by the Life Insurer applicable to that Member and Totally Permanently Disabled has a corresponding meaning. Transfer Date means 31 March Unit means the notional measure of an interest in an Investment Portfolio which may be expressed as whole units or fractional parts of units. Unit Value means, at a particular time and in respect of a Unit of an Investment Portfolio, the Current Value of the Investment Portfolio divided by the number of Units on issue in that Investment Portfolio. Trust Deed for Retirement Wrap page 95

97 Withdrawal Price for a Unit of an Investment Portfolio, is the amount calculated by the Trustee in accordance with rule The Plan 2.1 Divisions of the BT Retirement Selection Plan The Plan is divided into the following Divisions: Accumulation Division; and Pension Division. 2.2 Membership of Divisions Subject to rule 2.3, a Member is admitted to the Division determined by the Trustee. A Member may be a Member of more than one Division. A Member who is a member of more than one Division (Dual Member) is subject to the provisions of these Rules in respect of the Accumulation Division and the Pension Division. Where there is a conflict between provisions relating to such Members, the Trustee may in its absolute discretion determine the provisions which will apply in respect of the Dual Member. The Trustee may terminate one of the Divisions of membership held by a Dual Member. 2.3 Transferring Members With effect from the Transfer Date, the 'Members' of the Former Fund immediately prior to the Transfer Date will be admitted to this Plan as a Member. They will be admitted to the Division or Divisions of which they were a Member in the Former Fund immediately prior to the Transfer Date and, notwithstanding any other provision of this Deed: each Member who is admitted to the Plan under this rule will, as at the Transfer Date, be provided with equivalent rights to the rights that the Member had to benefits in the Former Fund immediately prior to the Transfer Date: and the Trustee's obligation to pay a pension to a Member in the Former Fund immediately prior to the Transfer Date will continue on the same terms and conditions under this Deed. 3. Investment Portfolios 3.1 Establish Investment Portfolios The Trustee may, at any time, decide to establish one or more Investment Portfolios for the purpose of the Plan and determine that certain assets are held in respect of a particular Investment Portfolio. Subject to Relevant Law, such assets are only available to satisfy liabilities in relation to the Investment Portfolio. 3.2 Availability of Investments to Members The Trustee may, at any time in its absolute discretion and without notice to members: invite one or more Members or class of Members to invest in an Investment Portfolio; and limit the proportion of any one or more Accounts that may be invested in: any one Investment Portfolio; and any Investment Portfolios which are managed by investment managers that are not related (as defined in the Corporations Act 2001 (Cth)) to the Trustee or BT Life Limited. Trust Deed for Retirement Wrap page 96

98 3.3 Trustee must determine Current Value of Investment Portfolio The Trustee: may determine the Current Value of an Investment Portfolio at any time including more than once on each day; and must determine the Current Value of each Investment Portfolio at least once every two weeks. 3.4 Division into Units The beneficial interest in the assets of each Investment Portfolio is divided into Units. No Unit confers a legal or equitable interest in a particular part of the Investment Portfolio or in any of its assets. 3.5 Fractions and splitting The Trustee may notionally allocate or withdraw Units in fractions, and the value of, and all rights and obligations attaching to a fractional Unit will be in proportion to a whole Unit. Where a holding comprises more than one fraction of a Unit, the Trustee may consolidate such fractions. The Trustee may in respect of any Investment Portfolio consolidate or split the Units in the Investment Portfolio. The Trustee must ensure that each Unit is consolidated or split on the same basis as each other Unit. 4. Creation of interests in Investment Portfolios 4.1 Allocation of Units The Trustee will allocate to an Account the number of Units in each Investment Portfolio determined by dividing: the amount invested in the Investment Portfolio less any taxes, charges or deductions the Trustee is entitled to deduct under this Deed; by the Application Price of Units in that Investment Portfolio which applies at the date of allocation to the Account. The number of Units may be rounded to the nearest 5 decimal points. 4.2 Application Price The Application Price of a Unit in an Investment Portfolio is the amount calculated using the formula set out below or any other price determined from time to time by the Trustee. V 1 Contribution Fee expressed as a fraction where: V is the Unit Value of a Unit in the Investment Portfolio which applies on the first calculation date following the date for which the Application Price is being determined plus an allowance determined by the Trustee for any costs that would be incurred if that Unit's share of the assets in the Investment Portfolio were purchased on that day. The Application Price may be rounded to the nearest five decimal points. Trust Deed for Retirement Wrap page 97

99 4.3 Application for Interests The Trustee may from time to time specify an amount as the Minimum Investment in respect of an Investment Portfolio. The Trustee may vary such amount at any time, and may determine that no Minimum Investment will apply in respect of any one or more Members. A person who wishes to be issued with an interest in an Investment Portfolio must apply for a number of Units having an aggregate Application Price greater than the Minimum Investment. An application for an interest in an Investment Portfolio has no effect until all requirements of the Trustee have been satisfied, including: payment to the Trustee of all application moneys; or in the case of an application made pursuant to a Switching Request, the Trustee receives one or more amounts pursuant to the withdrawal of Units from one or more Investment Portfolios or Investment Policies which are equal to or greater than the amount of the Switching Request, unless the Trustee, in its absolute discretion, determines otherwise. 4.4 Allotment of Units Units in an Investment Portfolio will be allocated if an application for an interest in the Investment Portfolio is received by the Trustee: before the Prescribed Time on a Business day, on that day; and at or after the Prescribed Time on a Business day, or on a day which is not a Business day, on the next following Business day. 4.5 Trustee's discretion on application The Trustee may in its absolute discretion accept or refuse to accept in whole or in part any request for an interest in an Investment Portfolio. The Trustee is not required to assign any reason or ground for such refusal. If the Trustee refuses to accept in whole or in part a request for any interest in an Investment Portfolio or if the request does not nominate a specific Investment Portfolio, the Trustee may in respect of such part of the amount to be invested as is affected: (iii) apply that amount to such one or more alternate Investment Portfolios as the Trustee, in its absolute discretion, determines; refund that amount less any applicable Tax to the applicant; or pay that amount to another Benefit Arrangement for the benefit of the applicant. 5. Redemption of interests in Investment Portfolios 5.1 Request for withdrawal of interests The Trustee may from time to time specify an amount as the Minimum Withdrawal in respect of an Investment Portfolio. The Trustee may vary such amount at any time and may determine that no Minimum Withdrawal will apply. A Member may request the Trustee to withdraw any interest of that Member in an Investment Portfolio. The request must: Trust Deed for Retirement Wrap page 98

100 specify the relevant Investment Portfolio and the number or total value of Units to be withdrawn; and be in a form and manner as is determined by the Trustee. A Member may only request withdrawal of any part of its interest in an Investment Portfolio if that part is not less than: the Minimum Withdrawal; and the remaining interest is greater than the Minimum Investment. (d) The Trustee may, in its absolute discretion: waive the requirements of rule 5.1; or reduce the amount of any Minimum Withdrawal that may apply, in respect of any one or more Members. 5.2 Withdrawal of Interests If the Trustee accepts a Member's request for withdrawal of an interest in an Investment Portfolio, it must withdraw the Units at the last Withdrawal Price which applies: if the request for the withdrawal is received before the Prescribed Time on a Business day, on the day on which the withdrawal request is effected; and if the request for the withdrawal is received after the Prescribed Time on a Business day, on the first Business day after the withdrawal request is effected. 5.3 Effect a Withdrawal Request Within 90 days Subject to rule 5.4, the Trustee must effect a withdrawal request from an Investment Portfolio within 90 days of accepting a request for withdrawal. 5.4 Suspend Payment or Transfer of Benefits Despite any provision of this rule 5, the Trustee may suspend a payment or transfer of benefits if the Trustee is unable to redeem investments in an Investment Portfolio in which the Trustee considers, in its absolute discretion, any part of the money required to finance the benefits is invested. 5.5 Withdrawal Price The Withdrawal Price of a Unit in an Investment Portfolio is: the Unit Value of a Unit in the Investment Portfolio which applies on the first calculation date following the date for which the withdrawal price is being determined plus an allowance determined by the Trustee for any costs that would be incurred if that Unit's share of the assets in the Investment Portfolio were sold on that day; or any other amount determined from time to time by the Trustee. The Withdrawal Price must be rounded to the nearest five decimal points. 6. Termination of Investment Portfolios 6.1 Termination The Trustee may in its absolute discretion and without notice to Members: refuse to issue further interests in an Investment Portfolio; or Trust Deed for Retirement Wrap page 99

101 wind up an Investment Portfolio. 6.2 Cancellation of Investment Portfolios If the Trustee withdraws or limits the use of an Investment Portfolio, the Trustee may ask each affected Member to select a different Investment Portfolio, or combination of Investment Portfolios into which the proceeds of the interests held in that Investment Portfolio will be re invested. 6.3 Selection By Trustee The Trustee can make the selection required by rule 6.2 if: the Member has not notified the Trustee of their new selection within 14 days of the Trustee making a written request to them to do so; or the selection Member is not acceptable to the Trustee. 6.4 Procedure on winding up of an Investment Portfolio In winding up an Investment Portfolio the Trustee must, subject to rule 6.4 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 Investment Portfolio) to one or more Investment Portfolios selected by the Trustee or any other person permitted to select an Investment Portfolio in accordance with the Rules. The Trustee may distribute any asset of an Investment Portfolio for the benefit of any one or more Members in specie and the Trustee must for that purpose determine the fair 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. The Trustee is entitled to: be paid from the proceeds all costs, charges and expenses incurred: (A) (B) (C) in connection with the winding up of the Investment Portfolio; by or on behalf of any creditor of the Trustee in relation to the Investment Portfolio; 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 Investment Portfolio; an indemnity against the amounts set out in rule Trustee may rely upon Information The Trustee is entitled to rely upon information provided to it by a Member or any other person acting at the request of a Member and the Trustee is indemnified by the Member who provided the information or at whose request or on whose behalf the information was provided in relation to any loss, damage or expense incurred by the Trustee arising as a result of any such information proving to be incorrect or misleading. Trust Deed for Retirement Wrap page 100

102 8. Contributions 8.1 Contributions to the Plan A Member or any other person in respect of a Member may contribute to the Plan in accordance with the Application of the Member and may make any other contributions with the consent of the Trustee. 8.2 Separate Pensions Unless the Trustee in its absolute discretion determines otherwise, each contribution for a Pension Member must be applied to a separate Account for the Member and used to provide a separate pension. 8.3 Unpaid Contributions The Trustee is not required to take any action to recover any unpaid contributions from any person who has agreed to make contributions to the Plan in respect of a Member. 8.4 Trustee may deduct from Contributions The Trustee may deduct and set aside from contributions or withdraw Units from Accounts of an amount sufficient to meet: any premiums that have become due or which will become due in respect of any insurance premium for the provision of an Insured Benefit; or any Taxes or expenses attributed to the Plan that have become due or which will become due. 8.5 Contributions splitting Subject to Relevant Law: an Accumulation 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 Accumulation Member's Spouse, that is equal to all or part of the Splittable Contributions made by, for or on behalf of the Accumulation Member in the Relevant Financial Year; and the Trustee may accept the Contributions Splitting Application from the Accumulation Member and in doing so, may impose any conditions it considers appropriate. 8.6 Not a Payment Split For the avoidance of doubt, the application referred to in rule 8.5 is not an arrangement by which the Accumulation Member's interest is subject to a Payment Split. 8.7 Refund of Payments If any moneys paid to the Plan are found by the Trustee to have been paid by mistake (whether of law or fact), then, subject to Relevant Law, the Trustee may refund those moneys to the person who paid them but the Trustee is not liable to pay any interest, or account for any earnings or compensate the person. 8.8 Limit on contributions The Trustee must, where relevant, ensure that the capital supporting a Member's pension must not be added to by way of an additional contribution or rollover after the pension has commenced, unless the Relevant Law permits. Trust Deed for Retirement Wrap page 101

103 9. Life Policies 9.1 Life Policies The Trustee may effect one or more Life Policies in respect of one or more Members. 9.2 Information A Member must on request by the Trustee promptly provide to the Trustee or the Life Insurer: evidence of age and health of the Member; such other information as the Trustee or Life Insurer may reasonably require, and the Member must sign such application and documents as may be required by a Life Insurer in respect of any Insured Benefit. 9.3 Cover Declined If the Life Insurer declines to provide any benefit then the Trustee is not required to arrange any alternative Life Policy. 9.4 Restriction on Insurance If the Trustee effects or seeks to effect a Life Policy or an increase in the cover provided by a Life Policy with a Life Insurer in respect of a death or disability benefit and the Life Insurer: refuses to provide or increase the cover under the Life Policy in respect of a Member on its standard terms; or fails to provide, increase or maintain or reduces, terminates or withholds insurance or does not admit or defers a claim in whole or in part, the benefit in respect of which such Life Policy has been or would have otherwise been effected will be reduced to the extent to which a Life Policy or cover under a 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. 9.5 Alternative Life Policy If any of the events specified in rule 9.3 or 9.4 occur the Trustee must give written notice of such event to the Member but the Trustee is not bound to seek an alternative Life Policy or, if it does decide to seek an alternative Life Policy, it may limit that search to such Life Insurer as it sees fit. 9.6 Adjustment of Benefits The Trustee may adjust the amount of, the time for payment and the basis of payment of all or part of the benefit in respect of which a Life Policy has been effected in such manner as it considers appropriate to take account of the terms and conditions upon which the proceeds of such Life Policy are payable by the Life Insurer and the amount of such proceeds. 9.7 Termination of Insured Benefits Unless otherwise provided in the Life Policy providing any Insured Benefit the cover provided by such policy will cease upon the earliest of: the Member ceasing to be a Member of this Fund; the amount receivable on the withdrawal of the balance of Units in the Member Accounts being insufficient to pay in full the amount due for any premium for the Insured Benefit; Trust Deed for Retirement Wrap page 102

104 in respect of an Accumulation Member, the 65th anniversary of the date of the birth of the Member. 10. Death Benefits 10.1 Member Direction or Request A Member may in accordance with any requirements of the Trustee: give a direction (Direction); or make a request (Request) to the Trustee that if upon the death of the Member, a benefit (Death Benefit) becomes payable in respect of the Member under these Rules, 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). If a Member notifies the Trustee of a variation or replacement to any previous Direction or Request, that variation or replacement will terminate any prior Direction or Request given by the Member when it is accepted by the Trustee Effect of Nomination The Trustee: the case of a Direction, is required to accept a nomination of a Nominated Beneficiary where the Direction is in accordance with the Relevant Law and any requirements of the Trustee; and in the case of a Request, is not required to accept a nomination of a Nominated Beneficiary Nomination Procedures 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 is 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 Payment of Death Benefit In the event of the death of a Member, the Trustee must cancel all the Units held by the Member and pay a Death Benefit pursuant to the following provisions: if the Trustee has received a Direction: which complies with the requirements of Relevant Law and is otherwise valid, the Trustee must 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 must pay the Death Benefit or the specified part of the Death Benefit in accordance with rule 10.4; if the Trustee: 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 Trust Deed for Retirement Wrap page 103

105 has received a Direction by a Member of one or more Nominated Beneficiaries but the Direction has not been witnessed, the Trustee may pay the Death Benefit or the specified part of the Death Benefit to the Nominated Beneficiary; (d) where a Member who is permitted to give a Direction, 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: the Trustee has not paid the whole or any part of the Death Benefit under rule 10.4; 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 Relevant Law, the Trustee must 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; (e) if a Death Benefit is payable to the Legal Personal Representative of a Member pursuant to rule 10.4 and the Trustee has not paid the whole or any part of the Death Benefit to a Legal Personal Representative within 90 days of the date of death, the Trustee may pay the whole or the remaining part of the Death Benefit to: 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. Payment of a Death Benefit in accordance with rule 10.4 will 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 Disputes The decision of the Trustee as to the effect, validity or the terms or conditions of any Direction or Request given by a Member under this rule or of the identity of any Nominated Beneficiary is final and binding on all persons who may have a claim or entitlement to a benefit or part of a benefit in relation to which the nomination is determined by the Trustee to relate. 11. Expenses and Taxation 11.1 Payment of Tax The Trustee may realise any asset of the Plan in whole or in part for the purpose of meeting any tax liability Provision for Tax The Trustee may from time to time and at any time pay, deduct, set aside and make a provision or provisions from the Plan for such Taxes which are payable or which the Trustee estimates will be payable from time to time in respect of the relevant year of income and, without limitation, in deducting and setting aside and making provision for such Tax the Trustee is entitled to have regard to the unrealised capital gains accrued on the investments of the Plan (or any part thereof) Trust Deed for Retirement Wrap page 104

106 and any other matter or thing which the Trustee in good faith and in its absolute discretion considers appropriate Taxation Credits or Rebates Where the Trustee is in receipt of any income in respect of which there arises any taxation credit or rebate, the Trustee may offset such credits or rebates against any provisions for tax and, notwithstanding the time at which such credits or rebates are received, may apportion such credits or rebates across the relevant year of income on a daily accruals basis Adjustments The Trustee may, in respect of the amount or amounts of such payments debit the provisions for Taxes made pursuant to these Rules in respect of the year of income to which such Taxes relate and, where the provisions for Taxes made in respect of any year of income: exceed the Taxes payable in the year of taxation in respect of such year of income, the Trustee shall credit the provisions for the Trust in respect of the next succeeding year of income (or part thereof as the Trustee in its absolute discretion determines) with such amount or otherwise deal with it as it considers equitable; and is less than the amount of Taxes payable in the year of taxation in respect of that year of income, the Trustee is entitled, as the Trustee sees fit, to debit the excess of Taxes to such provisions for Taxes the Trustee may have made in respect of the next succeeding year of income (or part thereof as the Trustee in its absolute discretion determines) Expenses and obligations The Trustee may from time to time and at any time: realise any asset of the Plan in whole or in part subject to Relevant Law; and deduct, set aside and make a provision or provisions from the assets of the Plan, for the purpose of meeting such actual or anticipated expenses or obligations or fees payable to the Trustee as in the opinion of the Trustee should be provided for, including (without limitation) a provision or provisions for Tax which will or may in the opinion of the Trustee be payable in respect of capital gains which may or might be realised on the disposal of assets of the Trust in succeeding years of income. Such realisation of assets, deduction, setting aside or provision may be made from or against such part of the Plan as the Trustee in its absolute discretion deems appropriate Determination by Trustee The Trustee may in its absolute discretion determine: (d) (e) 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 a capital profit or loss has been realised; the amount of any realised or unrealised capital profit or loss; the amount of any consideration received on the disposal of a part of the Plan; or the amount paid or deemed paid or the value given for a part of the Plan at the time it became part of the Plan. Trust Deed for Retirement Wrap page 105

107 11.7 Arrangements with other entities The Trustee may from time to time and at any time in its absolute discretion and upon such terms as it sees fit enter into an arrangement or arrangements with a life company or any other appropriate entity which has the effect of transferring to that entity all or part of the liability for Tax arising on and in respect of any contributions to the Plan Family law fees The Trustee may retain for its own benefit from the Plan 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 2001 (Cth). If under the Family Law (Superannuation) Regulations 2001 (Cth), the fee: 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 Plan. 12. Accounts 12.1 Establishment The Trustee must establish in respect of each Member, the Member Accounts as may be required by the Member's Application or which the Trustee otherwise determines Payment of Benefits and Expenses The Trustee may pay benefits and expenses of the Plan (including any premiums for any Insured Benefit and Taxes) by the withdrawal of Units from Accounts in accordance with these Rules and the terms of the Member's Application Deductions for Unpaid Contributions Tax on Benefits Where a benefit is to be paid or any amount is to be transferred to a Benefit Arrangement 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 then before paying that benefit or amount the Trustee may withdraw that number of Units from the 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 must apply those moneys 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 Member but may apply it as the Trustee determines for the benefit of other Members of the Plan Contributions Tax If a contribution is liable to Tax, the Trustee may withdraw Units from the Accounts to which those contributions have been applied in order to pay the Tax. 13. Benefits - Accumulation Members 13.1 Withdrawal Benefit If an Accumulation Member is permitted to receive a benefit under Relevant Law, the Trustee, at the request of the Member, may pay to the Member all or part of a benefit of that Member equal Trust Deed for Retirement Wrap page 106

108 to the aggregate of the Withdrawal Price of all or some of the Units allocated to the Member Accounts of that Member which are withdrawn from the Member Accounts to pay the benefit Minimum Balance after payment of benefit If the Trustee pays a benefit under rule 15.1 and after that payment the Withdrawal Price of Units standing to the credit of the Member Accounts of that Member is less than $1,000 or such other amount as may be determined by the Trustee from time to time, the Trustee may withdraw the balance of the Units standing to the credit of that Member in those Accounts and pay the aggregate Withdrawal Price of the remaining Units allocated to the Member Accounts of that Member Death Benefit If a Member dies prior to the 65th birthday, the Trustee must pay a benefit in respect of the Member equal to the aggregate of: the Withdrawal Price of all Units allocated to the Member Accounts of that Member; and any insured Death Benefit of the Member received by the Trustee in respect of that Member Total and Permanent Disability Benefit If a Member becomes Totally Permanently Disabled prior to the 65th anniversary of the date of birth of the Member and is entitled to an Insured Disability Benefit on becoming Totally Permanently Disabled, the Trustee must pay a benefit to the Member equal to the aggregate of: the Withdrawal Price of all Units allocated to the Member Accounts of that Member; and any Insured Disability Benefit of the Member received by the Trustee in respect of the Member upon the Member becoming Totally Permanently Disabled Temporary Total Disability Benefit If a Member becomes Temporarily Totally Disabled prior to their 65th birthday and the Member is entitled to an Insured Disability Benefit on becoming Temporarily Totally Disabled, the Trustee must pay a benefit to the Member equal to any Insured Disability Benefit of the Member received by the Trustee in respect of the Member upon the Member becoming Temporarily Totally Disabled Permanent Incapacity If a Member who has retired from the workforce is Permanently Incapacitated prior to their 65th birthday, the Trustee must pay a benefit to the Member equal to the aggregate of the Withdrawal Price of all Units allocated to the Member Accounts of that Member Alternate or Other Benefits If the Application in respect of a Member specifies a benefit in substitution for any benefit under this rule 13 or any additional or other benefit, such benefit is be payable to a Member in accordance with the provision in the Application and where the benefit is expressed to be in substitution for a benefit under this rule then that benefit is not payable. 14. Pension Benefits - Pension Members 14.1 Pension The Trustee must pay each Pension Member a pension: commencing on the date specified in the relevant Member's Application which must be not later than necessary to comply with Relevant Law; and Trust Deed for Retirement Wrap page 107

109 terminating when all Units allocated to the relevant Member's Accounts have been withdrawn. A pension provided to a Pension Member must comply with all standards prescribed under Relevant Law relating to pensions which do not have a fixed size of benefit payment. Such standards will be deemed to be incorporated in these Rules for so long as they continue to be standards Frequency of Payment The Trustee must pay the pension to a Pension Member at the times set out in the Member's Application 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 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 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 Relevant Law for pension benefits of the kind provided by the Plan Notification of minimum/maximum payments The Trustee must notify the Member of the minimum and maximum levels for pension payments for the financial year in which that date occurs each 1 July 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 The selection must be in a manner approved by the Trustee Default Pension Level If at any time during a Financial Year no selection has been made for that year under rule 14.7 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 Member's Application; or if the 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 Trust Deed for Retirement Wrap page 108

110 14.9 Amount of Payments where amount not selected If, at the time a pension payment if first payable, a Pension Member has not made a selection under rule 14.7, the Trustee must pay a pension at the minimum level required under rule Commutation A Pension Member may commute the whole or a part of the Member's pension at any time by notifying the Trustee in a manner approved by the Trustee Amount of Lump Sum payments on Full Commutation On a Pension Member fully commuting the Member's pension, the Trustee must pay a lump sum benefit to the Member equal to the aggregate Withdrawal Price of all the Units allocated to the Member Accounts of the Member Amount of Lump Sum payments on Partial Commutation On a Pension Member partially commuting the Member's pension, the Trustee must pay a lump sum benefit to the Member equal to the aggregate Withdrawal Price of the Units allocated to the Member Accounts of the Member which are cancelled to pay the benefit. 15. Death Benefit 15.1 Death benefit payable A benefit equal to the Withdrawal Price of all the Units allocated to the Member Accounts of a Member are payable in the event of the Member's death. In deciding the form or forms in which a death benefit will be paid under the Trustee may have regard to any preference expressed by the Member Lump Sum Benefit If a death benefit in respect of a Member is to be paid wholly as a lump sum, the Trustee must pay a benefit equal to the aggregate of: the aggregate of the Withdrawal Price of all Units allocated to the Member Accounts of the Member; and any Insured Benefit payable in respect of the death of the Member Partial Lump Sum Benefit A death benefit in respect of a 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. (d) 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 Member's Accounts Pension Benefit If a death benefit in respect of a 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 rule 14. In those circumstances, references to the Member in those provisions must be read as references to the person entitled to the pension. Trust Deed for Retirement Wrap page 109

111 16. Fees The Trustee is entitled to all of the fees payable to the Life Insurer under each of the investment life policies issued to the Trustee in respect of the Former Fund and which were in place immediately before the Transfer Date. The fees are payable in respect of the Accumulation and Pension Divisions and Members and in the amounts, at the times and in the manner provided for in each life policy and the Trustee is entitled to amend, vary or increase those fees in any way the Life Insurer was entitled to do so under the life policy. 17. Amendment of Trust Deed 17.1 Amendment not to reduce benefits The Trustee may not amend the Deed if the amendment would have the effect of: reducing the amount of a benefit, calculated on the basis of contributions to the Plan and earnings on those contributions, which has accrued or become payable to a Member before the amendment; or reducing the amount of a benefit, other than a benefit referred to in rule 17.1 that is, or may become, payable to a Member in relation to a period before the amendment; or otherwise reducing the benefits that have accrued, or become payable, to a Member, unless: (d) (e) (f) (g) the reduction is required because of, and does not exceed the value of, any Tax payable on the income attributed to the Plan; or the reduction is required only to enable the Plan to comply with Relevant Law; or the Member approves in writing of the reduction; the Regulator approves in writing of the reduction; or (h) the amendment is otherwise permitted by Relevant Law Actuary's Advice In determining whether or not the effect specified in rules 17.1, or will occur the Trustee may rely on the advice of the Appointed Actuary. 18. Termination 18.1 Notice of Termination of Plan The Trustee may terminate the Plan under clause 12.1 of the Deed only with 12 months' written notice to Members Consequences of Termination of the Plan If the Trustee gives notice to terminate the Plan the Trustee must continue to administer the Plan in accordance with the provisions of this Deed except that: no further contributions may be accepted by the Trustee from the Members; and when all the Members' benefits have been paid or applied in accordance with this Deed the Plan must be terminated. Trust Deed for Retirement Wrap page 110

112 Schedule 5 - BT Superannuation Investment Plan This schedule applies to the BT Superannuation Investment Plan. 1. Interpretation 1.1 Definitions In these Rules, unless the contrary intention appears: Account-Based Pension means a pension which complies with the rules in the SIS Regulations for account-based pensions. Beneficiary means a person presently beneficially entitled to a benefit from the Plan. Benefit Accounts means the accounts kept in respect of a Member or a Beneficiary pursuant to the Rules. Binding Death Benefit Payment Instruction means a Death Benefit Payment Instruction received by the Trustee or the trustee of the Former Fund prior to the Member's death in circumstances where: it is valid under rule 7.3(f); the Trustee has conditionally consented to it under rule 7.3(g); and the Trustee has not revoked that consent under rule 7.3(h). Death Benefit means the Benefit payable under rule 7.3. Death Benefit Payment Instruction means the most recent instruction given to the Trustee or the trustee of the Former Fund by the Member which the Trustee is able to understand and which: (d) (e) (f) (g) nominates one or more of the Member's Dependants or Legal Personal Representative as the beneficiaries of the Death Benefit; specifies the amount or proportion of the Death Benefit that each nominee is to receive; if invited by the Trustee, specifies the mode of payment of the Death Benefit including by reference to a taxation component of the benefit to each nominee; appears to be signed and dated by the Member; contains any other information required or permitted by the Trustee; is in a form approved by the Trustee; and has not been revoked by the Member under rule 7.3(d). Former Fund means the regulated superannuation fund known as BT Superannuation Investment Fund. Insured Benefit means an amount received by the Trustee, in relation to a Member, pursuant to risk life insurance cover effected by the Trustee to provide a benefit to the Member, less any deduction permitted under the Deed. Trust Deed for Retirement Wrap page 111

113 Legal Personal Representative has the meaning given to that term in the SIS Act and, for the purposes of the Rules, a deceased Member will be deemed not to have a Legal Personal Representative if: the Death Benefit is greater than any limit set by the Trustee, either generally or for a particular benefit, up to which the Trustee will pay a Death Benefit without a grant of probate and, to the Trustee's knowledge: the Member died with a valid will; and probate has not been granted within six months of the Member's death; or the Trustee has a reasonable belief that the Member died without a valid will and letters of administration have not been issued within six months of the Member's death. However, the Trustee may alter, either generally or for a particular benefit, the periods of six months referred to in paragraphs and of this definition. Member means any person who has been admitted as a Member of the Plan pursuant to clause 7.1 or rule 2 or who has been transferred to the Plan pursuant to clause 6.3, and who remains a Member under the Deed. Net Balance of Benefit Accounts means the amount determined by multiplying each Unit in the relevant Benefit Accounts of the Member or Beneficiary by the relevant Redemption Price, less any amounts which may be deducted by the Trustee pursuant to the Deed. Participation Agreement means any agreement between the Member or Beneficiary and the Trustee or the trustee of the Former Fund which provides for the Member's or Beneficiary's participation in the Plan or the Former Fund. Redemption Price means the redemption price for a Unit determined pursuant to rule 5.5. Residual Death Benefit means the whole, or any part, of a Death Benefit which the Trustee cannot pay under rule 7.3(e). Rules means the rules found in this Schedule 5. Selling Price means the selling price for a Unit determined pursuant to rule 5.3. Total and Permanent Disablement means, in respect of a Member: to the extent that the Trustee is entitled to claim under a policy of insurance which the Trustee has effected to provide a benefit on the total and permanent disablement of the Member, the definition of total and permanent disablement or the equivalent term in that policy; and in the absence of any relevant insurance, the ill health (whether physical or mental) of a Member where the Trustee is reasonably satisfied that the Member is, because of ill health, unlikely ever again to engage in gainful employment for which the Member is reasonably qualified by education, training or experience. Transfer Date means 30 April Unit means an undivided part or share in the Plan. Units In Issue means the number of Units in the Plan issued but not redeemed at the relevant date. Valuation Date means the date on which the Trustee values the Plan under rule 4.1. Trust Deed for Retirement Wrap page 112

114 Value Of The Plan On A Buyer Basis on a day means the aggregate value of the Assets including: (d) less: (e) (f) (g) (h) all cash (whether capital or income) in the hands of the Trustee; all moneys owing to the Trustee by way of debtors (less bad or doubtful debts determined in accordance with generally accepted accounting principles); any prepayment of expenditure relating to the Plan; all income which is due and payable and that part of any interest discount or other amount of income which has not been received and which the Trustee has apportioned and has or proposes to include as part of the gross income of the accounting period current at that time (if any) or of a prior accounting period (if any); any sum owing on any account in relation to the Plan or any charge or expense including any in relation to an Authorised Investment that has accrued but is unpaid; such amounts as are required to meet the other outgoings and liabilities, whether contingent or accrued, of the Plan (with a deduction for those of a contingent nature being made using a methodology approved by the auditor); such provisions as the Trustee (on the basis of generally accepted accounting standards, which are approved by the auditor on the basis of generally accepted auditing standards) thinks fit to make for taxation in relation to the Plan or against future losses in respect of any Authorised Investments which form part of the Fund and the market value (which in the case of land means Market Value) of which cannot in the opinion of the Trustee be fairly or accurately assessed, but if the relevant accounting or auditing standards do not provide guidance as to the appropriate level of provisions then the level of provisions shall be determined using a methodology provided by the auditor; any provisions made to meet the uncalled liability of the Trustee in respect of any of the investments of the Plan; such amount or estimated amount (being in the case of an estimated amount, the amount estimated by the Trustee on the advice of the valuer) of all costs and disbursements which would have been incurred or paid in the sale or disposal of the investments comprised in the Plan as at the date on which the Value Of The Plan On A Buyer Basis is required to be ascertained, if all of such investments had been sold or disposed of on that date. Amounts to be borne by the Plan pursuant to rules 12.2, 12.3 and 14.1 or otherwise in accordance with the Rules may be taken into account for this purpose if the Trustee so determines. Value Of The Plan On A Seller Basis on a day means the aggregate value of the Assets including: (d) all cash whether capital or income in the hands of the Trustee; all money owing to the Trustee by way of debtors (less bad or doubtful debts determined in accordance with generally accepted accounting principles); any prepayment of expenditure relating to the Plan; all income which is due and payable and that part of any interest discount or other amount of income which has not been received and which the Trustee has apportioned and has or proposes to include as part of the gross income of the accounting period current at that time (if any) or of a prior accounting period (if any); Trust Deed for Retirement Wrap page 113

115 (e) less: (f) (g) (h) such amount or estimated amount (being in the case of an estimated amount, the amount estimated by the Trustee on the advice of the valuer) of all costs and disbursements which would have been incurred or paid in the purchase or acquisition of the investments comprised in the Plan as at the date on which the Value Of The Plan On A Seller Basis is required to be ascertained, if all of such investments had been purchased or acquired on that date, except to the extent they are already included in the value of an investment in the Plan; any sum owing on any account in relation to the Plan or any charge or expense including any in relation to an Authorised Investment that has accrued but is unpaid; such amounts as are required to meet the other outgoings and liabilities, whether contingent or accrued, of the Plan (with a deduction for those of a contingent nature being made using a methodology approved by the auditor); such provisions as the Trustee (on the basis of generally accepted accounting standards, which are approved by the auditor on the basis of generally accepted auditing standards) thinks fit to make for taxation in relation to the Plan or against future losses in respect of any Authorised Investments which form part of the Fund and the market value (which in the case of land means Market Value) of which cannot in the opinion of the Trustee be fairly or accurately assessed, but if the relevant accounting or auditing standards do not provide guidance as to the appropriate level of provisions then the level of provisions shall be determined using a methodology provided by the auditor; any provisions made to meet the uncalled liability of the Trustee in respect of any of the investments of the Plan. Amounts to be borne by the Plan pursuant to rules 12.2, 12.3 and 14.1 or otherwise in accordance with the rules may be taken into account for this purpose if the Trustee so determines. 2. Beneficiaries and Members With effect from the Transfer Date, the 'Beneficiaries' and 'Members' of the Former Fund immediately prior to the Transfer Date will be admitted to this Plan as a Beneficiary or Member and, notwithstanding any other provision of this Deed, each Beneficiary and Member of the Former Fund who is admitted to the Plan under this rule will, as at the Transfer Date, be provided with equivalent rights to the rights that the Beneficiary or Member had to benefits in the Former Fund immediately prior to the Transfer Date. 3. Contributions 3.1 Member Contributions A Member may contribute to the Plan in the amounts and on the terms specified in the Participation Agreement, or as otherwise agreed by the Member and the Trustee. The Trustee may allow a Member to discontinue contributions for such time as it determines without prejudicing the Member's membership of the Plan. 3.2 Additional Contributions A Member or any other person permitted under the Relevant Law to make superannuation contributions on behalf of a Member may, with the consent of the Trustee, make additional contributions to the Plan. Trust Deed for Retirement Wrap page 114

116 3.3 Trustee may refuse contributions The Trustee may refuse to accept the whole or any part of a contribution from a Member, without giving a reason for so refusing. 3.4 Unpaid Contributions The Trustee is not be required to take any action to recover any unpaid contributions from a Member or to advise any person that any contribution due to, or anticipated to be paid to, the Plan has not been received. 3.5 Refund of Contributions If any contributions received by the Trustee: will or will be likely to be in breach of the Relevant Law; or are found by the Trustee to have been paid by mistake, the Trustee may (if the Relevant Law permits) refund those contributions to the contributor and the Trustee will be deemed not to have accepted the contributions and is not liable to pay any interest, account for any earnings or compensate the contributor in any way. 4. Valuation and Investment Rules 4.1 Time The Trustee must cause the Plan to be valued at times which the Trustee considers appropriate. 4.2 Valuer The Trustee may instruct a valuer to value any Asset or Liability. A person so appointed must be a person the Trustee reasonably believes to be competent to value the Asset or Liability. The valuer must determine the value of an Asset in accordance with the following: (d) (e) in the case of shares and market traded options, the fair and reasonable value of such investments determined by the valuer after taking into consideration the last sale price quoted and any other factors which, in the opinion of the valuer, are relevant at the time; in the case of a unit, sub unit or other interest in a unit trust which is not quoted on an appropriate stock exchange, the fair and reasonable value of such investments determined by the valuer after taking into consideration the last sale price quoted and any other factors which, in the opinion of the valuer, are relevant at the time; in the case of a deposit, the amount fixed by the valuer from time to time having regard to all the circumstances, being an amount not greater than the amount of the deposit; in the case of land, the price at which an interest in land might reasonably be expected to be sold by private treaty at the relevant date assuming a willing buyer and seller, a reasonable period within which to negotiate the sale, taking into account the nature of the land and its marketability, values will remain static throughout that period and the land will be freely exposed to the relevant market with reasonable publicity. in the case of a futures contract that is: (quoted on an appropriate stock exchange, the net profit or loss (after allowing for the aggregate value of the deposits, margin payments, costs and other disbursements in respect of the acquisition or disposal of that futures contract) which would have been realised by executing a transaction at the official closing quotation of the appropriate stock exchange on the relevant date in order to eliminate the futures contract from the investments of the Plan; Trust Deed for Retirement Wrap page 115

117 where does not apply, 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 that futures contract) which would have been realised by executing a transaction at the most recent sale price of such futures contract at that time in order to eliminate the futures contract from the investments of the Plan, subject to such adjustments as the valuer considers necessary; (f) (g) in the case of an investment which is the subject of a call option granted by the Trustee, the lesser of the value of the investment determined in accordance with this definition and the purchase price specified in the option; in the case of an investment which is the subject of a put option taken by the Trustee, the greater of the value of the investment determined in accordance with this definition and the purchase price specified in the option; (h) otherwise, the value determined by the valuer. 4.3 Valuation principles Subject to rule 4.2, the Trustee may set down the principles for valuing the whole or any part of the Plan (including attributing liabilities to the Plan). 4.4 Valuation periods The Trustee must determine, as it considers appropriate: the period during which a Selling Price is to apply; the period during which a Redemption Price is to apply; and the time of the valuation under rule [4.1] which is to apply to each of those periods in paragraphs and of this rule. 4.5 Transaction Costs For each issue or redemption of Units, the Trustee must estimate the amount which would be the total cost of acquiring (in the case of an issue of Units) or selling (in the case of a redemption of Units) all of the assets of the Plan if all of the assets of the Plan were to be acquired or sold at the time of the issue or redemption of Units. 4.6 Investment Rules For the purposes of clause 9.1, the following rules apply to the Trustee's power of investment insofar as it invests Assets of the Plan: The Trustee will ensure that at all times while any futures contract or market traded option remains open, there is sufficient cash (including cheques and bank cheques) available in the Plan to make deposits and pay margin calls (as the case may be) in respect of those futures contracts and/or market traded options as and when they fall due for payment. The value for the time being of the aggregate holding of the Plan in any shares in a corporation do not exceed 10% of the aggregate value of the investments of the Plan and no investment may be made which will result in the Plan holding more than 10% of the voting rights in a corporation attaching to shares other than preference shares, but there is no limit on the amount of cash which may for the time being be placed on, or remain on, deposit with any corporation or banking or financial institution. It is not necessary for the Trustee to effect changes of investments merely because, owing to appreciations or depreciations of any investment or any reconstruction, merger or amalgamation, the value of the aggregate of the values of any investment in any one Trust Deed for Retirement Wrap page 116

118 corporation exceeds the limit of 10% prescribed in paragraph, but if at any time such limit is exceeded then the Trustee must not purchase any further amount of the relevant investment until it can do so without carrying that investment above such limit. It is not necessary for the Trustee to effect changes of investments which are held at a time when the quotation or permission to deal for the time being in force on the appropriate stock exchange in respect of such investments is withdrawn or suspended. (d) (e) No investment is to be acquired or sold for the purpose of profit making by sale or as part of a profit making undertaking or scheme, provided that no vendor, purchaser or other person will be concerned to see or enquire as to the purpose of any acquisition or sale and a statement by the Trustee that a particular investment was not so acquired or sold shall be evidence of that fact. All investments in futures contracts must be through a broker who is approved by the Trustee and who is a member or associate member of the relevant appropriate stock exchange. 5. Issue and Redemption of Units 5.1 Units The beneficial interest in the Plan is divided into equal Units. As necessary, fractions of Units may be created to two decimal places or such other number of decimal places that the Trustee determines. The Unit Value of Units at a particular time is the value determined by the Trustee having regard to: the value most recently determined under rule 4.1; and the number of Units relating to that valuation. The Trustee may at any time, in its discretion, divide the Plan into any number of Units other than the number into which it is already divided, but must maintain, as between the holders of Units in the Plan, the same ratios of Units after such division as existed before the division. 5.2 Issue of Units As soon as practicable after receipt and after deducting such amounts as may be deducted under the Rules, the Trustee must apply a contribution for the issue of Units in the Plan in respect of the relevant Beneficiary or Member. Units will be issued at their Selling Price and the number of Units issued will be the number obtained after dividing the relevant amount (less any amounts which are deducted by the Trustee in accordance with the Deed) by the Selling Price of a Unit as at the day upon which the Units are issued. 5.3 Selling Price The Selling Price for a Unit on a day is the amount calculated by dividing the Value Of The Plan On A Seller Basis at the end of that day by the number of Units In Issue on that day. Where the Value Of The Plan On A Seller Basis is determined more than once in a day, the Value Of The Plan On A Seller Basis last determined on that day applies. The relevant day for determining the Selling Price for a contribution or request is the date of receipt of it. In determining the Selling Price for a Unit when a contribution or request is received, if the contribution or request and all necessary information required by the Trustee is received at any BT office in Australia on a Business day before 4pm (Sydney time), the Trust Deed for Retirement Wrap page 117

119 contribution or request will be treated as having been received on that date. If the contribution or request and all necessary information required by the Trustee is received on a non Business day or at or after 4pm (Sydney time), on a Business day, it will be treated as having been received on the next Business day after the date of receipt. 5.4 Redemption of Units Units will be redeemed by the Trustee as required from time to time under the Deed at the Redemption Price on the date of redemption. 5.5 Redemption Price The Redemption Price for a Unit on a day is the amount calculated by dividing the Value Of The Plan On A Buyer Basis at the end of that day by the number of Units In Issue on that day. Where the Value Of The Plan On A Buyer Basis is determined more than once on a day, the Value Of The Plan On A Buyer Basis last determined in that day applies. The relevant day for determining a Redemption Price for a request by or on behalf of a Member, is the date of receipt of the request. Where the Redemption Price for a Unit is being determined as a result of a request made by or on behalf of a Member, if the request and all necessary information required by the Trustee is received at any BT office in Australia on a Business day before 4pm (Sydney time), that date is treated as the date of receipt of the request. If the request and all necessary information required by the Trustee is received on a non Business day or at or after 4pm (Sydney time), on a Business day, the date of receipt of the request is treated as the next Business day after the date of the receipt. 5.6 Minimum Contributions The Trustee may prescribe a minimum number of Units which may be issued (which may be expressed as a minimum contribution) in respect of the Plan and may refuse to accept any contribution in respect of a Member which is less than such minimum. The minimum contribution is $100 or such other amount determined, from time to time, by the Trustee. 5.7 Minimum Redemption The Trustee may prescribe a minimum number of Units which may be redeemed (which may be expressed as a minimum redemption) in respect of the Plan and may refuse to redeem Units of a Member less than such minimum, unless all the Member's Units in the Plan are being redeemed. 5.8 Minimum Balance The Trustee may prescribe a minimum number of Units which may be maintained in a Benefit Account (which may be expressed as a minimum balance) and may refuse to redeem Units of a Member if to do so would leave Units less than such minimum, unless all the Member's Units in the Plan are being redeemed. 6. Benefit Accounts 6.1 Member and Beneficiary Benefit Accounts The Trustee must establish one or more Benefit Accounts in respect of each Member and, if appropriate, Beneficiary, to which the following Units will be credited or debited, as appropriate: Units issued in respect of contributions made by or on behalf of the Member; Units which are transferred to or from another Benefit Account; Units redeemed to meet pension payments; (d) Units redeemed to pay a benefit; Trust Deed for Retirement Wrap page 118

120 (e) Units otherwise credited or debited under the Rules. 6.2 Additional Accounts The Trustee may, if it considers appropriate or desirable, establish additional 'Benefit Accounts' for a Member or Beneficiary or divide any accounts into sub accounts. 7. Payment of Benefits 7.1 Overriding Restrictions Despite anything expressed or implied to the contrary in the Deed: in any case where the Trustee applies for insurance of any part of the benefit in respect of a Member, such benefit will (unless otherwise determined by the Trustee) be reduced to the extent to which the Trustee is unable to effect such insurance on terms acceptable to the Trustee, or by the amount of any such insurance or part thereof which, having been effected, the insurer declares void, or refuses liability for, for any reason; the Trustee may augment a benefit payable to or in respect of a Member, but only to the extent that any reserves in the Plan permit; the Trustee may increase a benefit such that the increase would be no more than any saving in tax for the Fund as a result of the increase. Such amount shall be payable from any taxation reserve account maintained by the Trustee or otherwise as the Trustee considers appropriate. 7.2 Benefit A Member is entitled to a benefit equal to the Net Balance of the Benefit Accounts on request and, in the event that the Member suffers Total and Permanent Disablement (proved to the satisfaction of the Trustee), any Insured Benefit. 7.3 Death Benefit Death Benefit On the death of a Member, the Trustee will pay a Death Benefit consisting of the Insured Benefit, if any, and an amount equal to the Net Balance of the Benefit Accounts. Death Benefit Payment Instruction A Member may give the Trustee a Death Benefit Payment Instruction at any time. A notice given to the trustee of the Former Fund by a Member prior to 16 March 2000 and which the Trustee considers substantially complies with the definition of Death Benefit Payment Instruction is deemed to be a Death Benefit Payment Instruction. A Member may replace a Death Benefit Payment Instruction at any time. The Member does so by giving the Trustee a new Death Benefit Payment Instruction. Revoking Death Benefit Payment Instruction (d) A Member may revoke a Death Benefit Payment Instruction at any time by written notice to the Trustee which: is signed and dated by the Member; and is in a form acceptable to the Trustee. Trust Deed for Retirement Wrap page 119

121 Death of Member with Death Benefit Payment Instruction (e) On the death of a Member with a Death Benefit Payment Instruction which is a Binding Death Benefit Payment Instruction, the Trustee must, subject to rule 7.3(j), pay the Death Benefit in accordance with the instruction. Validity (f) A Death Benefit Payment Instruction is valid if, at the time the Trustee considers the instruction under rule 7.3(g): it appears, on its face, to comply with all of the requirements of the definition of Death Benefit Payment Instruction; and to the Trustee's actual knowledge, the Member has not, since giving the instruction to the Trustee, married, entered into a de facto or like relationship with a person of either gender or separated on a permanent basis from their Spouse or partner. Consent (g) (h) As soon as practicable after receiving notice of the death of a Member with a Death Benefit Payment Instruction, the Trustee must consider whether to consent to the Death Benefit Payment Instruction. The Trustee must give its conditional consent if: the instruction is valid under rule 7.3(f); and the Trustee does not have actual knowledge that when the Member gave the instruction, the Member did not understand the effect of making it under the provisions of this deed having effect when the Member gave it. The Trustee's conditional consent to a Death Benefit Payment Instruction under rule 7.3(g) becomes absolute on payment of the Death Benefit unless the consent has been previously revoked. The Trustee may only revoke its conditional consent to a Death Benefit Payment Instruction if, prior to payment of any or all of the Death Benefit, the Trustee receives actual notice of any matter which, had the matter existed and been known to the Trustee at the time of considering the Death Benefit Payment Instruction under rule 7.3(g), would have caused the Trustee to refuse its conditional consent to the Death Benefit Payment Instruction. If the Trustee revokes its conditional consent, the revocation applies only to that portion of the Death Benefit which has not been paid. That portion is not payable under rule 7.3(e) and forms part of the Residual Death Benefit. The Death Benefit Payment Instruction remains a Binding Death Benefit Payment Instruction for any part of the Death Benefit which has already been paid. The Trustee: (iii) must, for the purpose of rules 7.3(g) and 7.3(h), assume that a Member did understand the effect of making a Death Benefit Payment Instruction under the provisions of this deed having effect when the Member gave it, unless it has actual knowledge to the contrary; has no duty to seek out evidence with respect to the Member's understanding when an instruction was made or given, or in respect of any other matter relating to this rule 7.3; and may rely on any evidence it considers appropriate. Trust Deed for Retirement Wrap page 120

122 Partially invalid Death Benefit Payment Instruction (j) If the Trustee is or becomes aware prior to its consent becoming absolute under rule 7.3(h) that a person nominated in a Death Benefit Payment Instruction: (iii) has died; or is neither a Dependant nor a Legal Personal Representative of the Member, the amount nominated in the Death Benefit Payment Instruction as being payable to that person is not payable under rule 7.3(e) and will form part of the Residual Death Benefit; or has given the Trustee written notice that the person does not wish to receive the portion of the Death Benefit specified for them. Death of a Member with a Residual Death Benefit (k) The Trustee must pay a Residual Death Benefit to: the Member's Legal Personal Representative; or if there is no Legal Personal Representative: (A) (B) one or more of the Member's Dependants in proportions determined by the Trustee; or if none, such other persons as are permitted under the Relevant Requirements. Manner in which a benefit is paid (l) (m) If a Member has not provided the Trustee with an instruction (at the invitation of the Trustee) as to the mode of payment of a Death Benefit in a Binding Death Benefit Payment Instruction, the Trustee must pay the benefit as a lump sum, pension or combination of both. The balance of a Death Benefit being paid in the form of a pension to a Child of the deceased Member must be commuted and paid as a lump sum on the day the Child attains the age of 25 or: earlier, if Relevant Law requires; or later, if Relevant Law permits and the Trustee so determines. 7.4 Payment Benefits are payable as: (iii) (iv) a lump sum; a pension; an Account-based Pension; or a combination of all, or any, of a lump sum, a pension and an Account-based Pension, as determined by the Trustee, taking into account the request of the Beneficiary. The Trustee must pay a benefit which is payable to the Beneficiary as soon as practicable or may, at the request of the Beneficiary, defer payment. Trust Deed for Retirement Wrap page 121

123 (d) (e) (f) (g) (h) The Trustee may, where a benefit would otherwise be payable as a pension or an Account-based Pension, purchase in the name of the Beneficiary an annuity. Such annuity may be purchased on such terms, and from such institution, as is determined by the Trustee after consulting the Beneficiary. If a Benefit is payable as an Account-based Pension, the Trustee must establish and maintain a Benefit Account in respect of the Beneficiary (which account will be retained for any reversionary Beneficiary). On the death of a Beneficiary who is receiving a Benefit as an Account-based Pension (where there is no person presently entitled to receive the pension as a reversionary Beneficiary) the Trustee must pay to the Dependants and/or Legal Personal Representative of the Member or former Member in respect of whom a benefit was first credited to the relevant Benefit Account, in such manner and in such proportions (if paying into more than one) as the Trustee determines, a benefit equal to the Net Balance of the Benefit Account of the Beneficiary. The Trustee may provide a benefit or part of a benefit payable as a lump sum by transferring to the relevant Beneficiary an asset or assets of the Plan equal in value, as determined by the Trustee, to the benefit or part of the benefit so payable. For each financial year (or part of a financial year), any pension or Allocated Pension payments to a Beneficiary under rule 7.4 must not be smaller than the minimum payment limits (or pro-rata minimum payments) are, or will be, met. The selection must be in a manner approved by the Trustee. Where the minimum payment limits (or pro-rata minimum payments) may not be met for a financial year (or part year), the Trustee may adjust the level of payments up to the minimum level. As at the time a member joins the Plan and each 1 July, the Trustee must, if required by the Relevant Law, notify the Member of the minimum levels for pension payments for the financial year in which that date occurs. At any time during a financial year, a Member receiving a pension or Allocated Pension under rule 7.4 may select the level of pension payments for that financial year, provided that the minimum payment limits (or pro-rata minimum payments) are, or will be, met. The selection must be in a manner approved by the Trustee. Where the minimum payments limits (or pro-rata minimum payments) may not be met for a financial year (or part year), the Trustee may adjust the level of payments up to the minimum level. 8. Insurance The Trustee may effect and maintain policies of insurance, annuities or allocated annuities, with one or more insurers or assurers on the life of any Member and secure by such policies the whole or any part of the benefit payable from the Plan to such Member. The Trustee may agree from time to time or at any time with the insurer for any such policy or contract to be varied, modified or surrendered. For the purposes of paragraph : where sufficient funds are not available in the Member's Benefit Accounts to enable premiums or other costs payable in respect of a policy on the life of a particular Member to be paid by the Trustee in accordance with the Deed, the Trustee is not liable to pay such premiums or other costs and all not incur any liability to the Member for failing to pay such premiums or costs; and Trust Deed for Retirement Wrap page 122

124 if the Trustee is not able to effect a policy on standard terms made available from time to time by the insurer, the Trustee may elect to not effect the policy or to effect the policy on such terms as it determines. The Trustee may effect and maintain policies of professional indemnity insurance to cover its own liability and/or the liability of its directors directly or indirectly related to their responsibilities in respect of the Plan, as it considers appropriate. Premiums in respect of such cover are payable from the Trustee's own resources. 9. Instructions from Third Parties The Trustee may, subject to any conditions it thinks fit, act, or decline to act, in accordance with an instruction from a person who, to the Trustee's satisfaction, appears to be appropriately authorised by the Member to so instruct the Trustee, including instructions of the following kinds: (d) an application for additional units; a request for a withdrawal of the Member's benefit; a request for a transfer of the Member's benefit to another superannuation fund; and an enquiry about the Member's investment, and a request for any related documents, but not including instructions of the following kinds: (e) (f) (g) (h) a request for a third party cheque to be drawn from the Member's account; a change of the Member's address; an authorisation of another third party to give instructions on behalf of the Member to the Trustee; or where the person instructing the Trustee is the Member's financial adviser, a change of any adviser fee or charge or of the payment bank account details. 10. Trustee Covenants and Liabilities of Members 10.1 Trustee Covenants The Trustee covenants that: it will exercise all due diligence and vigilance in carrying out its functions and duties and in protecting the rights and interests of Members and Beneficiaries; subject to the Deed, it will keep the assets of the Plan separate from the assets, investments and other property vested in or held by the Trustee; it will perform its functions and exercise its powers under this Deed in the best interests of Members and Beneficiaries and not in the interests of the Trustee if those interests are not the same as those of Members and Beneficiaries Liability of Members Notwithstanding any other provision of the Deed, no Member or Beneficiary will by virtue of any contribution or transfer to the Plan have any liability to make any further contribution to the Plan or payment to the Trustee. No Member or Beneficiary is under any obligation to indemnify the Trustee or any creditor of it in relation to the Plan. Trust Deed for Retirement Wrap page 123

125 11. Records, Financial Accounts and Reports 11.1 Fund Records The Trustee will keep, or cause to be kept, the following records in respect of the Plan: records of all Members and Beneficiaries and of all deaths, withdrawals, retirements and all other matters necessary for the proper administration of the Plan; proper accounts to show the income, expenditure, assets and liabilities of, and dealings in relation to, the Plan; and any other records required to be kept under the Relevant Law Auditor The Trustee must appoint an auditor of the Plan who will have access to all accounts, records and other information relating to the Plan. The Trustee must instruct the auditor to: audit the accounts and records of the Plan; provide reports to the Trustee in respect of the Plan in accordance with the requirements of the Relevant Law; and otherwise provide services to the Plan as specified by the Trustee. The appointment of the auditor will be on such terms as the Trustee may determine, and the Trustee may remove the auditor at any time and appoint another auditor. The remuneration of the auditor must be paid by the Trustee from its own resources Disclosure and Reporting Requirements The Trustee will make available, provide or cause to be provided to each Member, prospective Member, former Member or other Beneficiary, as the case may be, such information (including a copy of the Deed) in such manner and form and at such times as shall be required to comply with the Relevant Law. 12. Administration and Investment Costs 12.1 Appointment of Administrator and Advisers The Trustee may appoint a competent person or organisation as administrator for the Plan and must pay the fees of such administrator or administrators from its own resources and not from the assets of the Plan (although administration costs incurred by the administrator or administrators may be met pursuant to rule 12.2). If necessary to perform functions which are required under the Relevant Law, or which the Trustee considers desirable for the proper administration of the Plan, the Trustee may appoint an actuary, investment managers, solicitors, counsel, brokers, agents, consultants or such other advisers as the Trustee considers to be appropriate Expenses and Investment Costs Other than fees paid to a professional investment adviser, which must be paid by the Trustee from its own resources and not from the assets of the Plan, all costs and expenses in connection with the investment of moneys comprising the Plan, or of any realisation, transposition or variation of investments, or the raising of authorised loans are costs of investment and borne by the Plan on the basis specified in the Rules. Trust Deed for Retirement Wrap page 124

126 12.3 Administration Costs All costs, charges, insurance premiums, Trustee fees and expenses incurred in connection with the establishment, maintenance, administration and operation of the Plan other than: fees paid to an administrator appointed under rule 12.1; fees paid to the auditor under rule 11.2; and investment costs provided for under rule 12.2, will be borne by the Plan on the basis specified in the Rules Redeeming Units to Satisfy Administration Costs The Trustee: may, to meet any administration costs to be borne by the Plan under rule 12.3 which are not otherwise dealt with in these Rules; and must, for the purposes of rule 12.6; redeem Units in the Benefit Accounts of a Member or Beneficiary. Such redemptions will be made on the basis set out in the Participation Agreement or, if there is no Participation Agreement or no such basis is specified, on the basis the Trustee determines Insurance Premiums The Trustee may deduct from contributions or redeem Units in the Member's Accounts to pay any insurance premiums payable in respect of the Member's Insured Benefit on the basis set out in the Participation Agreement or, if no such basis is specified, on the basis that the Trustee determines Additional Services The Trustee may, at the request of a Member, provide administrative services additional to those which it is required to provide under the Rules (additional services). Subject to paragraph, where the Trustee provides additional services to a Member, it is entitled to be reimbursed for expenses incurred in providing the additional services. Any reimbursement of the Trustee for the provision of additional services to a Member must not be borne by the Plan but must be borne by the Member. 13. Fees and Charges 13.1 Contribution Charge The Trustee may deduct from each contribution a contribution charge of 5% of the contribution or, if the Trustee determines, a dollar fee in lieu of the 5% charge Trustee and Administration Charges The Trustee is entitled to deduct from the Plan fees and charges calculated in accordance with the following: (d) the product of $10 and the number of Members on 31 March in the relevant year; 0.53% of the aggregate value of the investments of the Fund determined on 30 June in the relevant year; the product of $10 and the number of Members on 30 September in the relevant year; and 0.53% of the aggregate value of the investments of the Fund determined on 31 December in the relevant year. Trust Deed for Retirement Wrap page 125

127 Those amounts are paid on or immediately after the specified date in the relevant year. The amounts will be debited against the Benefit Accounts and, where the Benefit Accounts are insufficient, the balance will be debited against the Plan as a whole Charging a Lesser Fee The Trustee may reduce the fees and charges payable under these Rules if it so determines and such reduced fees and charges will apply until: altered by the giving of at least 30 days' written notice of such alteration by the Trustee to all Members; or altered in accordance with terms specified by the Trustee upon the admission of a particular Member Family Law Fees The Trustee may charge and debit to a Member or a Non Member Spouse, as that term is defined in the SIS Regulations, the fees that the Trustee determines to charge for providing information or processing a transaction under the Family Law Act The Trustee may debit any such fees to a benefit or an interest that the Member or Non Member Spouse has in the Plan and, for that purpose, may redeem Units. The Trustee may add interest, at a rate that 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 Plan by redeeming Units Alternative Fees In substitution for the fees and expenses provided for under the Rules, the Trustee may charge any or all the fees and expenses that Westpac Life Insurance Services Limited was entitled to charge under the investment policy held by the Trustee as trustee of the Former Fund immediately before the Transfer Date to the extent that the Trustee is satisfied that the charging of such fees and expenses is consistent with or forms part of the rights that the Members had under the Former Fund in respect of the benefits of the Members transferred. 14. Taxation 14.1 Trustee's Power to make Provision for Tax Liability The Trustee may establish one or more taxation reserve accounts as it considers necessary or convenient for the purposes of the Plan, to which the Trustee may credit amounts which, in the Trustee's opinion, are required or may in the future be required to meet the taxation liabilities of the Plan, including: (d) (e) (f) income tax on contributions to the Plan; income tax on earnings of the Plan; income tax on benefits payable to Members and Beneficiaries from the Plan; an allowance for capital gains tax which may be payable in respect of unrealised gains on assets of the Plan; capital gains tax on realised assets; any other taxes payable by the Trustee. The taxation reserve accounts my be debited by the Trustee as required to pay tax and credited with tax credits and rebates, or to transfer to the Benefit Accounts, on an equitable basis, amounts set aside to pay tax but which are no longer required for such purpose. Trust Deed for Retirement Wrap page 126

128 14.2 Trustee's Power to Transfer Tax Liability The Trustee may, to the extent permissible under the Income Tax Assessment Act 1997, transfer the tax liability of the Plan to an institution or organisation which consents to such transfer Deduction of Tax The Trustee may deduct from the Fund, or from any Benefit or other payment made from the Fund, as appropriate, the amount of any tax, duty, or other impost it is lawfully required to pay, on the basis specified in the Rules Taxation For the purposes of this rule 14 the Trustee may: deduct from contributions, or redeem Units in the Benefit Accounts of a Member or Beneficiary, to pay any taxes, and other imposts payable or anticipated to be payable in respect of contributions, benefits or otherwise in respect of the Plan; credit by issue of Units to the Benefit Accounts of a Member or Beneficiary any amount which was held in respect of tax anticipated to be payable and which was not required to be paid. Such deductions and redemptions will be made on the basis set out in the Participation Agreement or, if there is no Participation Agreement or no such basis is specified, on the basis the Trustee determines. 15. Variation of Deed and Rules The Trustee may not amend the Deed if the amendment would: have the effect of varying the main purpose of the Plan; in the opinion of the Trustee, be or be likely to become prejudicial to a Member or Beneficiary or adversely alter: (iii) the amount of a benefit that has accrued or become payable to a Member or Beneficiary before the date of the proposed variation, or their right or claim to such benefit; or the amount of any other benefit that is, or may become, payable to a Member or Beneficiary in relation to the period before the date of the proposed variation; or benefits which have otherwise accrued, or become payable, to a Member or Beneficiary; unless the variation is: (iv) (v) (vi) (vii) (viii) required because of, and does not exceed the value of, any tax payable by the Trustee; or required to ensure the Plan complies with the Relevant Law; or approved in writing by the relevant Member or Beneficiary and relates only to such part of the Member's or Beneficiary's benefit as the Relevant Law permits; or approved in writing by the Regulator and relates only to such part of the relevant Member's or Beneficiary's benefit as the Relevant Law permits; or is otherwise permitted under the Relevant Law. Trust Deed for Retirement Wrap page 127

129 16. Winding Up If the Trustee considers it to be in the best interests of Members and Beneficiaries, the Trustee may determine upon 1 month's notice to Members and Beneficiaries that the Plan will be dissolved and notify the final balance date for the Plan (the Closure Date) to the Members and Beneficiaries. All contributions to the Plan will cease on the day immediately prior to the Closure Date and any arrears in contributions and other payments to the Plan due up to the Closure Date must be paid forthwith. The Trustee must continue to administer the Plan in accordance with the provisions of the Deed and when all the entitlements of Members and Beneficiaries have been paid or applied in accordance with the Deed, the Plan will be deemed to be dissolved. Trust Deed for Retirement Wrap page 128

130 Schedule 6 Generic MySuper Product Rules 1. Interpretation 1.1 Application of these Rules This schedule applies to: the Generic MySuper Product; and 1.2 Definitions each Member of the Fund who holds an interest in the Generic MySuper Product, but only to the extent that the Member holds an interest in the Generic MySuper Product and not to the extent that the Member holds an interest in a Choice Product or the WGP MySuper Product. This schedule applies to the exclusion of the Plan Rules for the Member's Plan except to the extent that the Trustee determines in accordance with these Rules that the Plan Rules apply. In these Rules, unless the contrary intention appears: Insured Benefit means an amount received by the Trustee, in relation to a Member, pursuant to risk life insurance cover effected by the Trustee to provide a benefit to the Member, less any amount that the Trustee considers appropriate having regard to its powers under the Deed and the administration of the Fund. Member means any person who holds an interest in the MySuper Product other than the WGP MySuper Product. MySuper Lifestage Option means each Investment Option established under the Plan Rules set out in Schedule 1 or Schedule 3 which the Trustee determines satisfies the investment strategy for the MySuper Product. Plan Rules means the rules set out in a Schedule to the Deed for a Plan. Rules means the provisions of this Schedule 6. Withdrawal Benefit means the value of the Member's interest in the Generic MySuper Product as determined by the Trustee and any Insured Benefit. 2. Investment of MySuper Product assets 2.1 Investment in the MySuper Lifestage Options The Trustee must invest the assets of the Fund that are attributed to: the Generic MySuper Product, in the MySuper Lifestage Options; and a Member's interest in the Generic MySuper product, in the MySuper Lifestage Option for the Member based on the age of the Member and any other circumstances nominated by the Trustee in accordance with the Relevant Law. 3. Contributions A Member or any other person in respect of the Member may contribute any amount and at any time, except to the extent that the Relevant Law imposes or permits a limitation on the source or kind of contributions and, where the Relevant Law permits a limitation, as the Trustee determines. Trust Deed for Retirement Wrap page 129

131 4. Benefits 4.1 On request 4.2 Death A Member is entitled to a benefit equal to their Withdrawal Benefit on request. On the death of a Member, the Member's Withdrawal Benefit is payable to one or more of the Member's Dependants and Legal Personal Representative in accordance with business rules. 4.3 Total and permanent disablement A Member who ceases work on the grounds of permanent incapacity is entitled to their Withdrawal Benefit. 4.4 Temporary disablement If an Insured Benefit becomes payable in respect of a Member's temporary disablement, the Trustee must pay to the Member the Insured Benefit. 5. Fees and costs The Trustee must: adopt the same process in attributing amounts to Members of a MySuper Product except to the extent that a different process is necessary to allow for fee subsidisation by employers; ensure that any permitted fee subsidisation does not favour one Member of the MySuper Product who is an employee of a subsidising employer over another such Member of the MySuper Product who is an employee of that employer; and comply with the fee rules that apply to a MySuper Product under the Relevant Law including the general fee rules and the requirements for the administration fee exemption for employees of an employer-sponsor. Trust Deed for Retirement Wrap page 130

132 Schedule 7 WGP MySuper Product Rules 1. Interpretation 1.1 Application of these Rules This schedule applies to: the WGP MySuper Product; and each Member of the Fund who holds an interest in the WGP MySuper Product, but only to the extent that the Member holds an interest in the WGP MySuper Product and not to the extent that the Member holds an interest in a Choice Product or the Generic MySuper Product. This schedule applies to the exclusion of the Plan Rules (including the Participation Agreement) for the Westpac Group Plan except to the extent that the Trustee determines in accordance with these Rules that the Plan Rules apply. 1.2 Definitions In these Rules, unless the contrary intention appears: Group Plan means the Westpac Group Plan established in the BT Super for Life Division. Insured Benefit means an amount received by the Trustee, in relation to a Member, pursuant to risk life insurance cover effected by the Trustee to provide a benefit to the Member, less any amount that the Trustee considers appropriate having regard to its powers under the Deed and the administration of the Fund. Member means any person who holds an interest in the WGP MySuper Product. MySuper Lifestage Option means each Investment Option established under the Plan Rules which the Trustee determines satisfies the investment strategy for the WGP MySuper Product. Plan Rules means the rules set out in Schedule 1 to this Deed and the Participation Agreement for the Group Plan. Rules means the provisions of this Schedule 7. Withdrawal Benefit means the value of the Member's interest in the WGP MySuper Product as determined by the Trustee and any Insured Benefit. 2. Application of Plan Rules 2.1 All Members of WGP MySuper Product Part 1 of Schedule 1 to the Participation Agreement for the Group Plan applies to each Member of the WGP MySuper Product and the Member is a Member of the Group Plan for all purposes under Part 1 of Schedule 1 to the Participation Agreement. 2.2 Members with an interest in the Choice Product Where a Member of the WGP MySuper Product also has an interest in a Choice Product in the Group Plan, the Plan Rules also apply to the Member for the purposes of their interest in the Choice Product even if the Member does not have an account balance in the Choice Product. Trust Deed for Retirement Wrap page 131

133 3. Investment of MySuper Product assets 3.1 Investment in the MySuper Lifestage Options The Trustee must invest the assets of the Fund that are attributed to: the WGP MySuper Product, in the MySuper Lifestage Options; and a Member's interest in the WGP MySuper product, in the MySuper Lifestage Option for the Member based on the age of the Member and any other circumstances nominated by the Trustee in accordance with the Relevant Law. 4. Contributions A Member or any other person in respect of the Member may contribute in any amount and at any time, except to the extent that the Relevant Law imposes or permits a limitation of the source or kind of contributions and, where the Relevant Law permits a limitation, as the Trustee determines. 5. Benefits 5.1 On request A Member is entitled to a benefit equal to their Withdrawal Benefit on request. 5.2 Death On the death of a Member, the Member's Withdrawal Benefit is payable to one or more of the Member's Dependants and Legal Personal Representative in accordance with the Plan Rules. 5.3 Total and permanent disablement A Member who ceases work on the grounds of permanent incapacity is entitled to their Withdrawal Benefit. 5.4 Temporary disablement If an Insured Benefit becomes payable in respect of a Member's temporary disablement, the Trustee must pay to the Member the Insured Benefit. 6. Fees and costs The Trustee must: adopt the same process in attributing amounts to Members of the WGP MySuper Product except to the extent that a different process is necessary to allow for fee subsidisation by employers; ensure that any permitted fee subsidisation does not favour one Member of the WGP MySuper Product who is an employee of a subsidising employer over another such Member who is an employee of that employer; and comply with the fee rules that apply to a MySuper product under the Relevant Law including the general fee rules and the requirements for the administration fee exemption for employees of an employer-sponsor. Trust Deed for Retirement Wrap page 132