Trust Deed. AMP Wealth Management New Zealand Limited. Manager. The New Zealand Guardian Trust Company Limited. Supervisor.

Transcription

1 AMP Wealth Management New Zealand Limited Manager The New Zealand Guardian Trust Company Limited Supervisor Trust Deed relating to the New Zealand Retirement Trust AMP Wealth Management New Zealand Limited Level 21, AMP Centre 29 Customs Street West Auckland 1010

2 CONTENTS 1 INTERPRETATION 1 2 THE SCHEME 9 3 ADMISSION OF EMPLOYERS AND MEMBERS 10 4 ESTABLISHING OF ACCOUNTS 12 5 UNITISATION 13 6 VALUATIONS 16 7 CONTRIBUTIONS TO THE SCHEME 17 8 RETIREMENT BENEFITS 17 9 DEATH BENEFITS WITHDRAWING FUNDS ADDITIONAL BENEFITS LIFE INSURANCE TERMINATION BENEFITS FOR WHOLESALE MEMBERS GENERAL PROVISIONS ABOUT BENEFITS APPOINTMENT AND REMOVAL OF SUPERVISOR APPOINTMENT AND REMOVAL OF MANAGER MANAGER'S DUTIES AND RESPONSIBILITIES MANAGER'S ADDITIONAL POWERS REMUNERATION OF SUPERVISOR REMUNERATION OF MANAGER SUPERVISOR'S POWERS, DUTIES AND RESPONSIBILITIES LIABILITIES AND INDEMNITIES AUDITOR MEETINGS /

3 25 MANAGER'S POWER TO INVEST ESTABLISHMENT OF FUNDS TAXATION REIMBURSEMENT OF EXPENSES OF THE SCHEME TRANSFERS TO AND FROM THE SCHEME AMENDMENTS MEMBERS BOUND BY THIS TRUST DEED WINDING UP PROCEDURE ON WINDING UP NOTICES AND INFORMATION TO MEMBERS 50 SCHEDULE 1 WORKPLACE SAVINGS RULES 53 SCHEDULE 2 PERSONAL MEMBER RULES 61 SCHEDULE 3 QROPS MEMBER RULES /

4 Trust Deed relating to the New Zealand Retirement Trust Dated 0 b (-\?( 1 \ 2017 PARTIES AMP Wealth Management New Zealand Limited at Auckland (Manager) The New Zealand Guardian Trust Company Limited at Auckland (the Supervisor) BACKGROUND A B C D The New Zealand Retirement Trust (Scheme) was established by a deed dated 17 July 1995 and is currently governed by a deed dated 15 November 2016 (Existing Deed). The Manager is the current manager of the Scheme and the Supervisor is the current supervisor of the Scheme. Under clause 30.1 of the Existing Deed, the Manager and the Supervisor wish to amend the Ex isting Deed as a consequence of changes to the UK legislation governing QROPS. The Superv isor is satisfied that the amendments contained in this Deed are permitted under clause 30.1 of the Existing Deed. Prior to entering into this Deed the Supervisor obtained a certificate from solicitors as required by section 139(2) of the FMCA. By this Trust Deed: In accordance with the power of amendment contained in clause 30.1 of the Existing Deed, it is declared that with effect on and from the date of this Trust Deed, the Existing Deed is amended by substituting the provisions of the Ex isting Deed with all of the provisions of this Trust Deed so that on and from the date of this Trust Deed the Scheme will be operated, administered and governed in accordance with the provisions of this Trust Deed. OPERATIVE PROVISIONS 1 INTERPRETATION 1.1 Definitions In this Trust Deed, unless the context otherwise requires: /

5 Account means the Member Account, Salary Sacrifice Account, Voluntary Account, and Employer Account or any other account for a Member that may be establi shed and maintained by the Manager under clause 4. Associated Person has the meaning given to it by the FMCA. 1 Attributed Tax means tax payable by the Scheme, the Manager or the Supervisor (whether cu rrent or deferred) which is: attributed under the Income Tax Act to a Member; or determined by the Manager to be attributable to a Member. Auditor means the auditor of the Scheme appointed pursuant to clause 23. Business Day means a day other than Saturday or Sunday on which registered banks are open for general banking business in Auckland and Wellington. Commissioner means the Commissioner of Inland Revenue as defined in section 3(1) of the Tax Administration Act 1994; Custodian means a person appointed to hold the Scheme property under clause 21.2 and includes, to the extent the context permits, any sub-custodian appointed by the Custodian to hold such Scheme property under clause Effective Date has the meaning given to that term in clause 16(1) of Schedule 4 to the FMCA. Employee Member means a Member of the Workplace Savings Section who is a natural person and is employed or sponsored by an Employer. Employer Account means, in respect of an Employee Member, the Employer Account established under clause 4.1 and maintained for that Member. Employer means any person who has entered into an Employer Agreement with the Manager and, in relation to an Employee Member, it means the Employer who at the relevant time employs or sponsors the Member in terms of the Scheme. Employer Agreement means the agreement between the Employer and the Manager (including any benefit schedules) and which includes all such agreements entered into by the Manager (or any of its Related Parties) in its capacity as trustee of the Scheme prior to the Effective Date, which sets out the terms and conditions of the Employer's participation in the Scheme and, in relation to an Employee Member, it means the Employer Agreement (if any) of the Employer who at the relevant time employs or sponsors the Employee Member in terms of the Scheme. Existing Deed has the meaning given t o it in I ntroduction A. Section 12(1) of the FMCA /

6 TRUST DEED RELATING TO THE NEW ZEALAND RETIREME NT TRUST FMA means the Financial Markets Authority, or any su ccessor entit y. FMCA means the Financial Markets Conduct Act FMC Regulations means the Financial Market s Conduct Regulations Fund means an investment fund established by the Manager under clause 26. Income Tax Act means the Income Tax Act 2007, and, where the context requires, includes the Tax Administration Act Insurer means a life insurance company. Investment Direction means an investment direction given to the Manager by an Employer and/or Member in relation to a Fund. KiwiSaver Exempt Scheme means an Employer's participation in the Scheme where that Employer continues as an exempt employer in terms of section 147 of the KiwiSaver Act Management Agreement m eans the agreement between the Supervisor and the Manager entered into on 18 March 2016 (as amended from time to t ime) which set s out the Manager's reporting obligations and other agreements in respect of t he Scheme from time to time. Manager means AMP Wealth Management New Zealand Limited or such other person as may be appointed as the manager for the time being of the Scheme in accordance with clause 16. Member means: a natural person who has joined the Scheme and includes Employee Members, My Super Members, Personal Members and Personal Superannuation Section Members; or a Wholesale Member. Member Account in respect of a Member means the Member Account maintained under the Trust Deed for that Member. Member Application means t he agreement between a Member and the Manager which sets out the terms and conditions of the Member's membership of the Scheme. Member's Balance means, in respect of a Member, the total net value of the Member Account balance, plus (if applicable) the Salary Sacrifice Account balance and the Voluntary Account balance and any Employer Account ba lance (vested or unvested) /

7 Member's Entitlement means, in respect of a Member, the total net value of the Member Account balance, plus (if applicable) the Salary Sacrifice Account balance and the Voluntary Account ba lance and the vested component of any Employer Account balance. Minimum Amount means a minimum amount as the Manager may determine from time to time with respect t o t he Account of the Member; My Super Member means a Member who, upon leaving the service of or no longer being sponsored by an Employer, continues as a Member of the Workplace Savings Section, but excludes any Member who, upon leaving the service of an Employer, continues to be sponsored by that Employer. Net Asset Value means the value of a Fund as calculated under clause 6.1 on a Valuation Day. Normal Retirement Age in respect of an Employee Member means the Member's 65th birthday. Personal Member means a natural person who has joined the Personal Section. Personal Member Rules means the rules at Schedule 2 of the Trust Deed, which apply to Personal Members. Personal Section means the section of the Scheme that is a legacy superannuation scheme under the FMCA. Personal Superannuation Section Member means a natural person who, on or after the Effective Date, joins the Personal Superannuation Section. Personal Superannuation Section means the section of the Scheme maintained for Personal Superannuation Section Members, which is a superannuation scheme under the FMCA. 2 PIE means a portfolio investment entity as defined in the Income Tax Act. PIE Legislation means the provisions of the Income Tax Act and the Tax Administration Act 1994 that relate to a PIE. PIE Tax Liability means the tax liability for the Scheme as calculated under the PIE Legislation. Prescribed Investor Rate has the meaning given to that term by the Income Tax Act; QROPS means a retirement scheme recognised as a qualifying recognised overseas pension scheme under UK law. Section 129 of the FMCA /

8 QROPS Account means the sub-account of the Member Account of a QROPS Member which comprises funds or assets that have been transferred into the Scheme pursuant to rule 5.1 of Schedule 3, any other amounts received by or payable to the Scheme in respect of the Member which the Manager considers should be credited to the QROPS Account, and any amounts derived from such amounts while they are invested in the Scheme (which is subject to the provisions of Schedule 3 and in particular the restrictions in rule 6 of Schedule 3). QROPS Member means a Personal Member or a Personal Superannuation Section Member in respect of whom funds are transferred into the Scheme pursuant to rule 5.1 of Schedule 3 and credited to a QROPS Account. Register means the register of Members maintained for the Scheme pursuant to the FMCA. 3 Registered Scheme has the meaning ascribed to it in the FMCA ; Related Party has the meaning given to it by the FMCA. 4 Related Party Benefit has the meaning given to it by the FMCA. 5 Reserve Account means any Reserve Account established under clause 4.1. Retirement Scheme means a KiwiSaver scheme, superannuation scheme, or workpla ce savings scheme as defined in the FMCA, a superannuation scheme registered under the Superannuation Schemes Act, or any overseas superannuation scheme, in respect of which transfers to or from the Scheme are permissible. 6 Salary Sacrifice Account in respect of a Member means the Salary Sacrifice Account maintained under the Trust Deed for that Member. Scheme means the New Zealand Retirement Trust established by the Existing Deed and now governed by this Trust Deed and comprising all of the Funds from time to time. Section means a section of the Scheme. SIPO has the meaning given to it by the FMC Regulations. 7 State Sector Employer means an employer in the state services within the meaning of the State Sector Act 1988 or any other person or organisation that participates in the Scheme for the purposes of establishing a superannuation scheme for its officers or employees under section 84A of the State Sector Act Section 215 of the FMCA. 4 6 Section 172(2) of the FMCA. Section 172(1) of the FMCA. Section 6 of the FMCA. Regulation 5 of the FMC Regulations /

9 Subscription Bank Account means, in relation to the Scheme, the bank account established for the Scheme in the name of the Supervisor or its Custodian in accordance with clause 25.6; Subscription Bank Account Balance means, in relation to a Subscription Bank Account, the balance of the Subscription Bank Account at that time; Superannuation Schemes Act means the Superannuation Schemes Act Superannuation Scheme Rules means the Superannuation Scheme Rules set out at Schedule 12 of the FMC Regulations. Supervisor means The New Zealand Guardian Trust Company Limited or such other person as is for the time being appointed to act as supervisor of the Scheme in accordance with clause 15 and, where the context requires or allows, includes any Custodian. Tax means all kinds of taxes, deductions, duties and charges imposed by a government or quasi-government authority, together with interest and penalties (including, but not limited to, any tax liability paid or payable by the Supervisor or the Manager on behalf of or in respect of the Scheme or a Member under the Income Tax Act) including Attributed Tax. Tax Bank Account means, in relation to the Scheme, the bank account established for the Scheme by the Supervisor or its Custodian and managed by the Manager in accordance with clause Tax Bank Account Balance means, in relation to a Tax Bank Account, at any time, the balance of the Tax Bank Account at that time. Trust Deed means this trust deed and, in relation to each Employee Member, the relevant Employer Agreement (other than that part of the Employer Agreement containing the Investment Direction made by the Employer) as amended from time to time. 8 Unit means a unit in a Fund as referred to in clause 5. Unit Price means the price which is from time to t ime determined under clause 5.3. Valuation Day means a day on which the Manager values a Fund under clause 6. Voluntary Account in respect of a Member means the Voluntary Account maintained under the Trust Deed for that Member. Winding Up Entitlements means, in respect of a Fund being wound up as part of the winding up of a Scheme and a Member, assets (including, where relevant, cash) equal in value to a proportion of the Fund's assets after allowing for the deduction of Section 6 of the FMCA /

10 all amounts under clause 33.3, which is equal to the proportion of Units held by the Member in the Fund; Workplace Savings Rules means the rules at Schedule 1 of the Trust Deed, and in relation to an Employer Agreement means the particular rules referred to in that Employer Agreement. Workplace Savings Section means the section of the Scheme that is a workplace savings scheme 9 under the FMCA. Wholesale Member means a Member who is a Member as the trustee or trustees or manager of a Retirement Scheme and includes the successor of any such Member, and is a member of the Workplace Savings Section. 1.2 Construction In the construction of the Trust Deed, unless the context otherwise requires: (d) (e) (f) (g) (h) (i) headings appear as a matter of convenience and shall not affect construction; references to clauses and Schedules are to clauses and Schedules of the Trust Deed, and references in a Schedule to rules are to rules in that Schedule; references to money are references to New Zealand currency; the singular includes the plural and vice versa; references to any statutes, regulations and other statutory instruments include all amendments, re-enactments and replacements thereof and, when the context requires, any regulations made under them; references to any deed, agreement or other instrument shall be read as referring to such deed, agreement or other instrument as from time to time modified, supplemented or novated; notwithstanding any provision of this Trust Deed, Units are not to be treated as liabilities for any purpose under this Trust Deed; the word "including" and other similar words do not imply any limitation; and footnotes used in this Trust Deed do not form part of this Trust Deed, are a guide only and, where they refer to legislative provisions, they are not intended to incorporate those provisions in this Trust Deed or affect the interpretation of this Trust Deed. However, often they will refer to the legislative provisions which have prompted the inclusion of the reference in this Trust Deed to comply with a particular Act or legislation generally; and Section 130 of the FMCA and FMC Regulation /

11 TRUST DEED RELATING TO TH E NEW ZEALAND RETIREMENT TRUST (j) where: (i) (ii) a provision of this Trust Deed replicates a specific compulsory requirement of the FMCA (whether or not in its entirety); but such requirement of the FMCA is subsequently repealed, replaced, or amended, or an exemption or other regulatory relief from that requirement subsequently applies to the Scheme or a Fund, the provisions of this Trust Deed dealing with that requirement shall be deemed to be modified to the extent necessary to make this Trust Deed consistent with such amended requirement other than to the extent that doing so would be void under the FMCA (including section 139 of the FMCA). 1.3 Implied Terms Terms implied into this Trust Deed under the FMCA will apply for so long as they are implied in this Trust Deed under the FMCA despite anything to the contrary in this Trust Deed, and any provision in this Trust Deed that is contrary to any such implied term (while it is so implied) will be void to the extent that it is inconsistent with such implied terms. 1.4 Frameworks or methodologies Where any framework or methodologies are specified in notices issued by the FMA under subpart 4 of part 9 of the FMCA, apply to the Scheme or a Fund and relate to any matter which is required by the FMCA to be provided for adequately in this Trust Deed, the provisions of this Trust Deed dealing with such matters shall be deemed t o be modified to the extent necessary to adopt such frameworks or methodologies in respect of such matters for the Scheme or the relevant Fund (as the case may be). 1.5 Currency Where, for the purposes of any provision of this Trust Deed, it is necessary to determine the New Zealand currency equivalent at any date of a sum expressed in a non-new Zealand currency, such sum shall be converted to New Zealand currency on the basis of such rate of exchange prevailing as at that date as the Manager may reasonably select (except that the Manager may t ake account of any contractual arrangement in force for covering the risk of currency fluctuations). 1.6 Generally accepted accounting practice Notwithstanding any provision of this Trust Deed, where a matter is to be or may be interpreted pursuant to any provision of this Trust Deed by reference to generally accepted accounting practice or the New Zealand equivalents to international financial reporting standards either expressly or implicitly (other than in relation to the preparation and audit of financial statements, but including when valuing any assets or net assets for any other purpose), the Manager may, at its discretion, following consultation with the Supervisor, elect not to follow such generally accepted accounting practice or the New Zealand equivalents to international financial reporting standards /

12 2 THE SCHEME 2.1 Continuation of trusts The Scheme was established with effect from 17 July The trusts established in accordance with the Existing Deed continue after the date of this Trust Deed on the terms contained in this Trust Deed. The Scheme will be administered in accordance with the Trust Deed provided that for an Employee Member, terms and conditions relating to contributions and benefits specified in the Employer Agreement override those specified in the Trust Deed to the extent of any inconsistency. The continuation of any Employer Agreement entered into in accordance with the Existing Deed is confirmed under this Trust Deed (which may be amended from time to time). 2.2 Purposes of each Section The purpose or purposes of each respective section of the Scheme are: in the case of the Workplace Savings Section, to provide: 10 (i) (ii) retirement benefits directly or indirectly to individuals; and benefits to eligible individuals on ceasing employment or engagement with an Employer (whether immediately on ceasing that employment or engagement, or subsequently); in the case of the Personal Section, principally to provide retirement benefits directly or indirectly to individuals who are Members on the Effective Date; 11 and in the case of the Personal Superannuation Section, to provide retirement benefits directly or indirectly to individuals Name The Scheme, Sections and Funds sha ll be known by such names or names as the Manager sha ll decide from time to time, as long as the names are consistent with any applicable Orders in Council Contributions and other assets held on trust Subject to clause 21. 2, all contributions and other assets of the Scheme shall be held on trust in accordance with the terms of the Trust Deed and all applicable legislation Section 130(1) of the FMCA. 11 Section 129(3) of the FMCA. 12 Section 129(1) of the FMCA. 13 Section 127(1) of the FMCA. 14 Sections 152(1), 156 to 158 of the FMCA /

13 2.5 Perpetuities If the Scheme ceases to qualify under the provisions of section 19 of the Perpetuities Act 1964, the Manager may take such action as it thinks fit (including re-establishing the trusts of the Scheme and paying over the assets of the Scheme to a new supervisor) in order to prevent the operation of any rule of law relating to perpetuities which might otherwise invalidate any of the trusts of the Scheme. 3 ADMISSION OF EMPLOYERS AND MEMBERS Sections of the Scheme Except where expressly provided otherwise, the terms and conditions in this Trust Deed shall apply to all Members of the Scheme. Additional terms and conditions of membership will apply to certain Sections, as follows: Workplace Savings Section: the Workplace Savings Rules and clauses 7 to 10 will apply to Employee Members and My Super Members, and clause 13 applies to Wholesale Members; Personal Section: 16 clauses 7 to 10 and the Personal Member Rules in Schedule 2 will continue to apply to Personal Members; and Personal Superannuation Section: clauses 7 to 10 and the Superannuation Scheme Rules will apply to Personal Superannuation Section Members Application to join the Workplace Savings Section In respect of the Workplace Savings Section: any person may apply to participate in the Scheme as an Employer by completing an Employer Agreement; and any natural person who is employed or sponsored by an Employer or the manager, trustee or trustees of another Retirement Scheme may apply to j oin the Workplace Savings Section as a Member by completing a Member Application. 3.3 Personal Section closed The Personal Section is closed to new Members, except as may be permitted for the Personal Section from time to time (despite its legacy superannuation scheme status) under or pursuant to the FMCA. 3.4 Application to join Personal Superannuation Section In respect of the Personal Superannuation Section, a natural person may apply to join the Scheme as a Member by completing a Member Application. The Manager at its discretion may refuse any application without giving reasons for any refusal Section 135(1) of the FMCA. Section 129(3) of the FMCA. 17 Regulation 81 of the FMC Regulations /

14 3.5 Where two or more trustees/supervisors or managers of a Retirem ent Scheme join, they are deemed to be one Member Where two or more trustees/supervisors or managers of a Retirement Scheme j oin the Scheme as a Wholesale Member, they will be deemed to be one Member for the purposes of the Trust Deed and the following provisions will (subject to the Member Application) apply in respect of them: (d) (e) (f) (g) each trust ee/supervisor or manager will be j oint ly and severally liable in respect of all contributions and other amounts payable by the Wholesale Mem ber under t he Trust Deed; any one of t he trustees/supervisors or managers may give receipts for any benefit or other amounts payable to the Wholesale Member under the Trust Deed; the trustees/supervisors or managers will give the Manager a common address to be used for all notices to the Wholesale Member under the Deed ; the trustees/supervisors or managers will immediately advise the Manager in writing of any change in the trustees of the Wholesale Member's scheme; the trustees/supervisors or managers wi ll immediately advise t he Manager in writing if the Wholesale Member's scheme ceases to be a Retirement Scheme; if the Wholesale Member's scheme ceases to be a Retirement Scheme and the Wholesale Member does not immediately advise the Manager in writing, the Wholesale Member will indemnify the Manager against any losses, costs and expenses incurred by the Manager as a result of the Wholesale Member's scheme ceasing to be a Retirement Scheme; and it is the responsibility of t he Wholesale Member (and not the Manager or Supervisor) to ensure that the Wholesale Member's scheme's funds are invested in accordance with legislative requirements and the trust deed of the Wholesale Member's scheme. 3.6 Employer to comply with reasonable information requests An Employer must comply with all reasonable information requests from the Manager for the purpose of enabling the Manager to comply w ith its obligations under the Trust Deed and any applicable legislation or to administer the Scheme. 3.7 Cessation of Membership 18 A person shall cease to be a Member on the first to occur of: the person receiving the Member's Entitlement at the date of payment; or the person transferring from the Scheme to another Retirement Scheme in accordance with this Trust Deed and any applicable legislation 19 ; or 18 Section 135(1) of the FMCA /

15 the Member's Entitlement has reached zero, or where the Member has made a partial withdrawal pursuant to clause 10.2, and the balance falls below any Minimum Amount. 3.8 Manager may wind up a Section If the Manager winds up a Section, Members of that Section may elect to t ransfer from that Section to anot her Section, provided that: a Member of the Workplace Savings Sect ion can transfer only to t he Personal Superannuation Section; 20 a Member of the Personal Section can transfer only to the Personal Superannuation Section; a Member of the Personal Superannuation Section can transfer only to another personal superannuation section if one was established, (and in respect of a QROPS Member and the balance in their QROPS Account, can transfer that balance only to another QROPS section within the Scheme, if one was established). 21 Fol lowing transfer by t hose Members who elect to transfer in accordance with the relevant provisions of this Trust Deed and applicable law, t he relevant Section shall be wound up, and the provisions of clauses 32 and 33 shall apply mutatis mutandis to t he winding up as if the Section was a Fund, provided that t he transfer restrictions referred to in clause 3.8 to are satisfied. 4 ESTABLISHING OF ACCOUNTS 4.1 Member Accounts, Salary Sacrifice Accounts, Voluntary Accounts, Employer Accounts and Reserve Accounts Pursuant to clause 17.1 (and the Workplace Savings Rules, if applicable), the Manager may establish and maintain: for each Member, one or more Member Accounts, Salary Sacrifice Accounts or Voluntary Accounts denominated in Unit s and designated (where t here are two or m ore such accounts) in such a m anner as the Manager considers appropriate, for t he pu rpose of ca lcu lating the benefits attributable to the Member's cont ributions; for any Member other than a Wholesale Member, one or more Employer Accounts, denominated in Units and designated (where there are two or more such accounts) in such a manner as the Manager considers appropriate; and 19 Sections 178 to 182 of the FMCA, FMC Regulation 82, and clause 12 of Schedule 12 of the FMC Regulations, where relevant. 20 Regulation 82(2) of the FMC Regulations. 21 Clause 12 of Schedule 12 of the FMC Regulations /

16 for an Employer, one or more Reserve Accounts, denominated in Units and designated (where there are two or more such accounts) in such a manner as the Manager considers appropriate. 4.2 Varying accounts The Manager may from t ime to time establish other accounts or establish subaccounts within accounts or amalgamate two or more accounts, in each case on such terms and conditions as the Manager considers appropriate. 4.3 Transferring Units between accounts The Manager may from t ime to t ime t ransfer Units between accounts on such terms and conditions as the Manager considers appropriate. 5 UNITISATION Funds Unitised Pursuant to clause 17.1, the Manager shall operate each Fund on a unitised basis, with the beneficial interests in each Fund divided into Units. 5.2 Equal but not specific interests Units referable to a Fund: shall be of one class and shall confer identical rights and interests; shall not confer any interest in any particular investment comprised in the Fund to which they relate (with the result that no Member will be entitled to require the transfer of any of the investments to the Member); and shall not confer any right or interest in the assets of any other Fund. 5.3 Determining Unit Prices The Manager shall determine for each Fund on each Valuation Day a Unit Price, by dividing the Net Asset Value of the Fund by the number of Units on issue in respect of that Fund and rounding the product in the manner, and to the number of decimal places, as the Manager may decide in its absolute discretion. The Manager shall notify the Supervisor in accordance with the Management Agreement when there is a change in the number of decimal places the product is rounded to or the rounding manner to be adopted. 5.4 Unit Prices Binding In the absence of an error (and subject to clauses 17.1(o) and 17.1(p)) Unit Prices determined pursuant to t his Trust Deed shall be final and binding on all Members and all other persons cla iming beneficial interests in the assets of the Scheme. 22 Section 135(1) of the FMCA /

17 5.5 Unitising Contributions Subject to clause 5.6, in respect of: each contribution and other amount accepted into the Scheme under clause 7; any other amount accepted or payable into the Scheme which the Manager considers should give rise to the issue of Units; and any amount switched from one Fund to another Fund pursuant to a Member amending their Investment Direction in accordance with clause 26.6; the Manager shall issue Units in the relevant Fund or Funds: (d) (e) by a Valuation Day that is no later than 10 Business Days from the next Valuation Day; or if and to the extent that the Manager determines that (for administrative or other reasons) it is not reasonably practicable to issue Units in a particular Fund or Funds by a Valuation Day that is no later than 10 Business Days from the next Valuation Day, by what the Manager considers to be the next reasonably practicable Valuation Day (provided that the Manager may not invoke this clause 5.5(e) with respect to any amount accepted or payable or switched without the Supervisor's prior agreement, which sha ll not be unreasonably withheld). Units issued under this clause 5.5 shall be based upon the amount accepted or payable or switched, net of any amount that the Manager considers appropriate to deduct for fees, expenses, Taxes (subject to clause 27.1) or other liabilities, and the relevant Unit Price or Unit Prices applying for the purpose of issuing Units on the day when the Units are issued. 5.6 Delaying unitisation Without limiting clause 5.5, the Manager may delay the conversion into Units under clause 5.5 of any contributions accepted into the Scheme in respect of any Member or group of Members until such time as the Manager is reasonably satisfied that those contributions: do not exceed the amount required to be paid to the Scheme in respect of that Member, or those Members collectively, under this Trust Deed; and have not otherwise been paid in error; and if the Manager concludes that those contributions exceed the amount required to be paid under this Trust Deed, or were otherwise paid in error, the Manager shall refund the amount of those contributions to the relevant Employers or Members as applicable from time to time /

18 5.7 Ceasing to issue Units Without limiting clause 5.6 or any other provision of this Trust Deed, the Manager may notify the Supervisor at any time or times that from a date specified in that notice, no further Units will be issued pursuant to this Trust Deed, or in relation to a specified Fund or Funds, either: for any period specified in the notice; or until the relevant Fund or Funds, or the Scheme, is or are terminated; and in that case the Manager shall not, after the date specified in the notice and for the period contemplated by paragraph or paragraph (as applicable), issue any further Units under this Trust Deed or in relation to such Fund or Funds. 5.8 Cancelling Units In respect of amounts debited, transferred or withdrawn from accounts pursuant to clause 4 (excluding clause 4.3), the Manager shall cancel the number of Units determined by dividing the amount debited, transferred or withdrawn in respect of the relevant Fund or Funds by the relevant Unit Price or Unit Prices applying for the purpose of cancell ing Units on a day no later than the next Valuation Day after the Manager makes a final determination that the debit, transfer or withdrawal shall be made (provided that, for amounts debited on account of Tax payable, the Manager may use the Valuation Day on which the Manager finally determines the amounts of Tax payable). 5.9 Uncleared funds Units issued against cleared funds may be treated as void if the funds are not subsequently cleared Units issued in error Units that the Manager determines have been issued: in respect of contributions that exceeded the amount required to be paid to the Scheme under this Trust Deed; or in respect of contributions that were otherwise paid to the Scheme in error; may be treated as void unless a Member has altered his or her position in good faith to the Member's detriment in reliance on the validity of those Units (in circumstances where relevant law does not require the Units to be treated as void) Refunds and void allotments In respect of the voidance of Units under clause 5.9 or clause 5.10, the Manager shall as soon as practicable refund the value of those Units. The refund shall be paid to the Member that: exceeded the amount required to be paid to the Scheme under this Trust Deed, or was otherwise paid to the Scheme in error; or /

19 is a contribution in respect of which a refund is otherwise permissible under this Trust Deed. Where money has been refunded pursuant to this clause 5.11, subject to compliance with relevant law and maintenance of equity as between Members, the Manager shall have all powers necessary to restore the Scheme to the position it would have been in if the Units determined to be void had never been issued Part Units etc. For the purposes of this clause 5, the Manager may at any time and from time to time: create and cancel part Units; and consolidate or divide Units; in each case in such manner as the Manager may determine from time to time. 6 VALUATIONS Net Asset Value of Fund Pursuant to clause 17.1, the Manager shall ca lculate the Net Asset Value of each Fund as frequently as the Manager may consider necessary or desirable from t ime to time (but at least once every 5 Business Days, or at such longer intervals as the Manager may determine from time to time subject to the Supervisor's prior agreement, which shall not be unreasonably withheld) by deducting the liabilities attributable to that Fund from the market value of its assets (other than the Tax Bank Account Balance and the Subscription Bank Account Balance to the extent they have been included in the market value of its assets). 6.2 Determining Market Value For the purpose of determining the Net Asset Value of a Fund under clause 6.1, the Manager shall determine the market value of each asset in the Fund on such basis as the Manager considers to be fa ir and equitable having regard to generally accepted accounting practice as defined by the Financial Reporting Act 2013 (except to the extent that the Manager, following consultation with the Supervisor, elects not to have regard to such practice) and may from time to time engage any valuer or other suitably qualified person for the purpose of fixing the market v alue of any such asset (but is not under any duty to do so). 6.3 Determining liabilities For the purpose of determining the Net Asset Va lue of a Fund under clause 6.1 the Manager shall determine the liabilities attributable to the Fund on such basis as the Manager considers to be fair and equitable having regard to generally accepted accounting practice as defined by the Financial Reporting Act 2013 (except to the extent that the Manager, following consultation with the Supervisor, elects not to have regard to such practice) and in doing so may (subject to clause (26.3): 23 Section 135(1)(d) of the FMCA /

20 apportion the liabilities of the Scheme generally among the Funds on such basis as the Manager considers appropriate and fair and equitable for Members; and take account of each debt, liability, provision, cost, charge, expense, outgoing, Tax obligation or other matter as the Manager considers appropriate; and, for the avoidance of doubt, may exclude certain liabilities from the liabilities taken into account (such as Attributed Tax, or any deficit Tax Bank Account Balance) or expenses charged to accounts (whether or not those amounts are required to be treated as liabilities for accounting purposes). 6.4 Reliance by Supervisor The Supervisor shall be entitled to rely on the Manager's calculations under this clause 6, and will not be required to verify those calculations or the methods and procedures used by the Manager in relation to them, except to the extent that such verification is required in order for the Supervisor to meet its obligations under the FMCA. 7 CONTRIBUTIONS TO THE SCHEME Regular contributions Each Employee Member and Personal Member will make regular contributions if required under (and on the basis specified in) the Employer Agreement or the Member Application, as applicable. 7.2 Additional contributions A Member or any person on a Member's behalf may (if applicable) make additional contributions on the basis prescribed by the Manager from time to time. 7.3 Employer contributions Each Employer must make regular contributions if required under (and on the basis specified in) the Employer Agreement. 7.4 Personal Superannuation Section Member contributions Each Personal Superannuation Section Member wil l contribute on the basis specified in the Member Application and a Personal Superannuation Section Member's employer may contribute in respect of that Member as it may determine from time to time. Contributions paid by a Personal Superannuation Section Member or any other person on the Member's behalf under this clause 7.4 will be credited to the relevant Personal Superannuation Section Member's Member Account. 8 RETIREMENT BENEFITS 8.1 Member to be paid a retirement benefit Subject to the requirements of the FMCA in respect of Personal Superannuation Section Members and the Workplace Savings Rules in respect of Employee Members 24 Section 135(1) of the FMCA /

21 and My Super Members and Schedule 2 in respect of Personal Members, a Member will, at the request of the Member, be paid a retirement benefit. 8.2 Retirement benefit is the Member's Balance The retirement benefit will be the Member's Balance at the date of payment. 8.3 Personal Superannuation Section Members entitled to be paid a transitional retirement benefit A Personal Superannuation Section Member will, at the request of the Member and provided the criteria set out in clause 4 of Schedule 12 to the FMC Regulations are met, be paid a transitional retirement benefit in accordance with the ru les in clause 4 of Schedule 12 to the FMC Regulations. 9 DEATH BENEFITS 9.1 Death benefit payable on death of Member Subject to the requirements of the FMCA in respect of Personal Superannuation Section Members and the Wo rkplace Savings Rules in respect of Em ployee Members and My Super Members and Schedule 2 in respect of Personal Members, a death benefit will be payable on the death of a Member. 9.2 Death benefit is Member's Balance and a ny life insurance payable The death benefit will be the sum of: the Member's Balance at the date of payment; and any life insurance payable under clause Death benefit payable to legal persona l representative The death benefit will be paid to the legal personal representative of the deceased Member or, on the instructions of the legal personal representative of the deceased Member, to the deceased Member's solicitor. 10 WITHDRAWING FUNDS 10.1 A Member may withdraw funds Subject to the relevant Employer Agreement and the Workp lace Savings Ru les, the Personal Member Rules or Superannuation Scheme Rules (as applicable), a Member may from time to time elect to withdraw funds from the Member's Account Withdrawal conditions The following conditions apply in respect of withdrawals: an election must be in the form required by the Manager; an election cannot be for less than an amount the Manager decides from t ime to time or more than the Member's Entitlement at the date of payment; and a Member will cease to be a Member if the Member's Entitlement is withdrawn, or if the Member's Entitlement fal ls below any Minimum Amount in /

22 which case the Member's Entitlement will be paid to the Member and the Member will cease to be a Member following the payment Value of some withdrawal benefits for Personal Superannuation Section Members If a Personal Superannuation Section Member qualifies to: make a significant financial hardship withdrawal under clause 8 of Schedule 12 to the FMC Regulations, the maximum amount of the withdrawal (subject to the Supervisor's consent) is the Member's Balance; or make a serious illness withdrawal under clause 10 of Schedule 12 to the FMC Regulations, the maximum amount of the withdrawal is the Member's Balance. 11 ADDITIONAL BENEFITS Subject to the requirements in the FMCA, the Manager may provide additional or different benefits for an y Member on such terms and conditions as are agreed from time to time by the Member and the Manager. 12 LIFE INSURANCE 12.1 Manager may insure all or part of the benefit of the Scheme with an Insurer Th e Manager may insure all or part of the benefits of the Scheme with an I nsurer in the name of the Supervisor or Custodian on terms and conditions agreed from t ime to time by the Insurer and the Man ager Life insurance will be provided as agreed by the Manager and the Member The life insurance in respect of an Employee Member will be provided on a basis agreed from time to time by the Manager and the Member. In the event that either: the Employer declines to pay any amount in excess of a premium payable to an Insurer, where that amount is in addition to the premium the Employer has elected to pay in respect of that Member under the Employer Agreement; or the Em ployer has elected not to pay any insu rance premiums or any part of any insurance premiums in respect of the Member under the Employer Agreement, then no life insurance cover will be availa ble to that Member unless the Member agrees to pay the excess amount under 12.2 or the full premium or any part of any insurance premium under 12.2, as applicable Member to submit to any medical examination and deliver statement of health required by the Insurer Each Member will submit to any medical examination and deliver any statement of health required from time to time by the Insurer in connection wit h life insurance /

23 12.4 Insurer may decline to grant cover, admit a claim, or insure a Member If the Insurer: declines to grant all or part of the cover in respect of a Member on its standard terms and conditions; declines to admit all or part of a claim in respect of a Member; or declines at any time to insure for whatever reason all or part of the benefits in respect of any Member, then the benefit payable in respect of the Member will, unless the Manager decides otherwise, be reduced by the amount which the Insurer has declined to cover or to pay If a Member's age is incorrectly stated to an Insurer, the benefit will be corrected to take account of Member's correct age If a Member's age was incorrectly stated to an Insurer the benefit will, unless the Manager decides otherwise, be adjusted by the Manager to take account of the Member's correct age If information or evidence supplied by the Member is incorrect, the benefit will be adjusted to take account of the misstatement, error, mistake, omission or misstatement If any information or evidence supplied by a Member in connection with any benefits being provided in respect of the Member: is fraudulently untrue in any material way, the benefit will be adjusted by the Manager (after considering the advice of the Insurer) to take account of the true information or evidence; or contains any misstatement, error, mistake, omission or suppression in any material way the benefit will (unless the Manager decides otherwise) be adjusted to take account of the misstatement, error, mistake, omission or suppression. 13 TERMINATION BENEFITS FOR WHOLESALE MEMBERS 13.1 Termination of Wholesale Member's membership: A Wholesale Member's membership of the Scheme: will terminate if the scheme of which the Member is trustee or manager ceases to be a Retirement Scheme; and may be terminated by one month's notice given in writing by the Member to the Manager or vice versa Termination benefit to be paid on termination of membership On termination of membership the Wholesale Member will be paid a termination benefit /

24 13.3 Termination benefit will be the Member's Account and will be paid to the Wholesale Member, or transferred to another Retirement Scheme The termination benefit will be the Member's Account at the date of payment. 25 The termination benefit w il l be paid to the Wholesale Member or t ransferred to another Retirement Scheme as agreed between the Ma nager and the Member, and in accordance wit h clause GENERAL PROVISIONS ABOUT BENEFITS No assignment against the Member's benefits Subject to the Manager agreeing otherwise, a Member may not assign, charge or borrow against the Member's benefits under the Scheme Manager may deduct Tax from any benefit Subject to clause 27.1, the Manager may deduct from any benefit or other payment made under the Trust Deed any Tax payable in respect of the benefit or other payment If a Member dies and no beneficiary, or any person described section 77 of the Administration Act 1969, survives the Member, benefit payable is forfeited Notwithstanding any other provision of this Trust Deed, if a Member dies and is not survived by any beneficiary under the Member's will (if any) or by any person (excluding the Crown) described in section 77 of the Administration Act 1969, the benefit payable will be forfeited to the Scheme and appl ied as the Manager decides If a benefit is not claimed within six years from when the benefit became due, the benefit is forfeited Any benefit not claimed within six years from the date on which the benefit became due will (unless the Manager otherwise decides) be forfeited to the Scheme and applied as the Manager decides Manager may defer payment of amount due or giving effect to a new Investment Direction Subject to the requirements of the FM CA, t he Manager may defer payment of any amount due or giving effect to any new Investment Direction if the Manager determines that, having regard to the realisation of assets to make the payment, or to give effect to the new Investment Direction, earlier payment or effecting the new Investment Direction would be imprudent, provided that the Manager gets the approval of the Supervisor for any deferral of payments or deferral of giving effect to new Investment Directions that are for longer than 90 days. 25 Section 135(1) of the FM CA. 26 FMC Regulation Section 135(1)(e) of the FMCA. Section 170 of the FMCA /

25 15 APPOINTMENT AND REMOVAL OF SUPERVISOR Appoint ment The Supervisor is appointed, and accepts appointment, as supervisor of the Scheme for the purposes of the FMCA. The Supervisor is responsible for the functions for which responsibility is attributed to it as supervisor of the Scheme under the FMCA. The Scheme sha ll have a single supervisor who: must not be an Associated Person of the Manager 30 ; and must otherwise be a person entitled by law to act as the supervisor of the Scheme Removal Subject to clause 15.4, the Manager may remove the Supervisor from office with the FMA's prior consent: (i) (ii) with immediate effect, by giving the Supervisor written notice of such removal, if the Manager reasonably believes that the Scheme will be adversely affected if the Supervisor continues to hold office (such notice to specify the grounds on which the Manager has formed this belief); and otherwise upon giving the Supervisor not less than six months' written notice of such removal. Subject to clause 15.4, the Supervisor may be removed from office otherwise in the circumstances prescribed in the FMCA. 32 The Manager must not discharge or remove the Supervisor from office unless the Manager does so: (i) with the approval of the High Court; or (ii) under Part 2 of the Financial Markets Supervisors Act Retirement Subject to clause 15.4 and to all applicable laws, the Supervisor may retire at any time upon giving the Manager not less than three months' written notice of its intention to do so. 29 Section 152 of the FMCA. 30 Section 127(1)(e) of the FMCA. 31 Section 127(1)(d) of the FMCA. 32 Section 193(1) of the FMCA /