1 September 2009 Mercer Self-Managed Super Administration Service Agreement Contents 1. Important Information 2 Introduction 2 Definitions 2 Appointment 3 Termination 3 Effect of termination 3 Indemnity 4 Limited recourse 4 2. Trustee s obligations 4 Overview 4 Trust Deed and Constitution 4 Banking and cash Transactions 5 Taxes, fees and operating expenses 5 Relevant Authority 5 Investments and share trading 6 3. Administrator s obligations 6 Records and accounts 6 Lump sum benefit payments 7 Pensions 7 4. Miscellaneous Provisions 8 Force majeure 8 Intellectual property 8 Governing law 8 Notices 8 Assignment 8 Amendment 8 Severability 8 Waiver and exercise of rights 8 Rights cumulative 8 Further assurance 8 Entire understanding 8 5. Schedule 1 Fees and Costs 9 6. Acceptance Notification 10 Contact details: Telephone 1800 650 430 Mail Mercer Self-Managed Super Service Email selfmanagedsuper@mercer.com Internet mercerwealthsolutions.com.au This communication is prepared and sent by Mercer (Australia) Pty Ltd ABN 32 005 315 917, as a corporate authorised representative #260851 of, and on behalf of, Mercer Investment Nominees Limited (MINL) ABN 79 004 717 533, AFS Licence #235906. Mercer Wealth Solutions and the petal logo are registered trademarks of MINL.
1. Important Information Introduction Mercer Investment Nominees Limited ( MINL ) holds an Australian Financial Services Licence No. 235906 and is a wholly owned subsidiary of Mercer (Australia) Pty Ltd ( Mercer ). Mercer Wealth Solutions is a registered trademark of MINL. The Mercer Self-Managed Super Service is an administration service for persons wishing to establish and operate a self-managed super fund. This Service Agreement contains details of the administration services which will be provided by or on behalf of MINL to the trustee(s) of a Mercer Self-Managed Super Fund. MINL reserves the right to revise or cease providing any of the services described in this Service Agreement at MINL s discretion, by providing at least thirty (30) days advance notice in writing to the trustee(s) of a Mercer Self-Managed Super Fund. This Service Agreement does not relate to financial advisory services or other types of personal financial advice, products or services that MINL or authorised representatives of MINL may provide. Other financial services MINL provides and products in relation to which MINL provides financial services have their own Financial Services Guide (FSG) and/or Product Disclosure Statement (PDS). Please refer to the FSG and/or PDS of the relevant service or product for these details. MINL has appointed Mercer to conduct the day to day management of the Mercer Self-Managed Super Service. MINL has also appointed an external provider to provide some of the Services described in this Service Agreement on behalf of MINL. MINL reserves the right to replace any provider at MINL s discretion and without notice to trustees. If MINL replaces a provider with another service provider, some of the services described in this Service Agreement may be provided to trustees by another service provider on behalf of MINL. In any event MINL remains responsible to trustees for the provision of the Services. Definitions Definitions used in this Service Agreement appear below: Administrator means MINL. Application Form means the completed application form submitted to establish the Fund. APRA means the Australian Prudential Regulation Authority. ATO means the Australian Taxation Office. Australian Financial Services Licence has the same meaning as provided in the Corporations Act. Auditor means the auditor engaged by the Administrator, who performs the audit of the Fund in accordance with the Relevant Requirements. Constitution means the form of the constitution of a corporate trustee provided by the Administrator as part of the Mercer Self-Managed Super Service and where referred to in this Service Agreement, the Constitution applicable to the Trustee. Conventional Investment means an Investment made available within the jurisdiction of Australia which is a security listed on the Australian Stock Exchange, a Registered Scheme or a financial product available through a Product Disclosure Statement (terms used in this definition have the same meaning as in the Corporations Act). Corporations Act means the Corporations Act 2001(Cth). Enquiry Authority means an authority from the Trustee that enables the Administrator to access information about the Primary Operating Account for the Fund. Excessive Investment Activity means more than ten (10) Investment Transactions initiated by the Trustee during a calendar month. Fee Authority means an authority from the Trustee that enables the Administrator to withdraw from the Primary Operating Account the Fees using online and electronic services or any other method agreed to in writing. Fees means the fees payable by the Trustee for the Mercer Self-Managed Super Service set out in Schedule 1. Fund means the Mercer Self-Managed Super Fund to which the Trustee is appointed and this Service Agreement applies. Investment means any asset in which the Trustee is permitted to invest in accordance with the Relevant Requirements. Managed Real Property means a real property Investment managed by a licensed real estate agent or on-site residential property manager and owned by the Trustee directly as an asset of the Fund and not through a trust, such as a unit trust or a collective investment or other arrangement. Member means a member of the Fund. Mercer means Mercer (Australia) Pty Ltd ABN 32 005 315 917. Mercer Self-Managed Super Fund means a self-managed superannuation fund established and administered by MINL. as part of the Mercer Self-Managed Super Service. Mercer Self-Managed Super Service means the selfmanaged superannuation establishment and administration service made available by MINL to the Trustee. MINL means Mercer Investment Nominees Limited ABN 79 004 717 533 Non-conventional Investment means any Investment which is not a Conventional Investment or Managed Real Property, including direct property that is not a Managed Real Property; assets held in a bare trust; unit trusts which are not widely held unit trusts as defined in the Relevant Requirements; any asset defined as an in-house asset in the Relevant Requirements; collectables; foreign assets; synthetic and derivative products. Primary Operating Account means an account in the Macquarie Cash Management Trust with an Enquiry Authority, Fee Authority and Tax Payment Authority or any other bank account or cash management facility agreed between MINL and the Trustee from time to time. Relevant Authority means any body which has responsibility for the administration of the Relevant Requirements or a Taxation Law. 2
Relevant Requirements means a requirement of the Trust Deed, the Corporations Act, the SIS Act, the Tax Act, Privacy Law, Part VIIIB of the Family Law Act 1975, Anti- Money Laundering Act and Counter Terrorism Act and other legislation governing the administration of self-managed superannuation funds, regulations made under that legislation, and requirements of any regulatory authority for the time being having responsibility for the regulation of self-managed superannuation funds. Services means the services provided under this Service Agreement. Service Agreement means this agreement as amended from time to time. Share Trading Account means an account with Macquarie DirecTrade or any other listed security trading account facility providing for CHESS sponsorship and direct settlement of trades agreed between MINL and the Trustee from time to time. SIS Act means the Superannuation Industry (Supervision) Act 1993 (Cth). SIS Regulations means the Superannuation Industry (Supervision) Regulations 1994 (Cth). Taxation includes any form of taxation or impost or charge imposed by a government on the assets or income of the Fund or any activity of a Trustee and includes income tax, GST, stamp duty and any other taxation or impost. Taxation Laws mean any law which imposes or otherwise relates to Taxation. Tax Payment Authority means an authority from the Trustee which enables the Administrator to make withdrawals from the Primary Operating Account to make tax payments on behalf of the Trustee using online and electronic services or any other method agreed to in writing. Transaction means receipt, purchase, acquisition, sale, disbursement or disposal. Trustee means the trustee of or agent to a self-managed super fund which may be an individual or a constitutional corporation and where referred to in this Service Agreement, the trustee appointed or agent nominated in respect of the Fund. Trust Deed means the trust deed provided by the Administrator that governs the operation of a Fund and where referred to in this Service Agreement means the trust deed governing the Fund. Appointment The Trustee appoints the Administrator to provide the Services in relation to the Fund and the Administrator agrees to provide the Services subject to the terms of this Service Agreement. The Administrator may sub contract any part of the Services however the Administrator remains responsible to the Trustee for the provision of the Services. The Administrator may in its absolute discretion replace any sub contractor at any time without notice to the Trustee. Termination The Trustee may terminate this Service Agreement: 1. At any time by providing at least thirty (30) days advance notice in writing to the Administrator. 2. Immediately upon the Administrator entering liquidation, being dissolved, wound up or placed under the official management of a receiver or manager. 3. If the Administrator breaches this Service Agreement and fails to rectify such breach within a reasonable period of having been requested to do so by the Trustee. 4. At any time and in any circumstance if required by a Relevant Authority or the Relevant Requirements. The Administrator may terminate this Service Agreement: 1. At any time by providing at least thirty (30) days advance notice in writing to the Trustee. 2. Immediately if, in the Administrator s opinion, the Trustee or any of its agents fail to act and operate the Fund in accordance with the Relevant Requirements or fail to perform any of the Trustee s obligations set out in this Service Agreement. 3. Immediately if the Primary Operating Account balance is insufficient to pay Fees, operating expenses, Taxation or any other amount due for payment by the Trustee or the Fund. 4. At any time and in any circumstance if required by a Relevant Authority or the Relevant Requirements. Effect of termination The notice of termination shall specify the effective date of termination ( Termination Date ) having regard to the conditions and requirements of termination referred to above. Provided the notice period is sufficient (as agreed between the Trustee and the Administrator), the Trustee may request and the Administrator may agree to complete the accounts for the Fund and arrange completion of an audit of those accounts in respect of the last completed reporting period prior to the Termination Date. The Administrator will deliver to the Trustee (or such other person as the Trustee shall direct) the Fund records held by the Administrator in a timely manner, after receipt of the termination fee set out in Schedule 1 and any other Fees due for Services provided up until the Termination Date. The Administrator may also retain copies of Fund records for its own purposes. 3
Indemnity To the extent permitted by law, the Trustee shall hold harmless and keep indemnified the Administrator and any sub contractor appointed by the Administrator from time to time ( Administrator Parties ), against any loss, claim or liability (including legal costs) suffered or incurred as a result of: 1. the Trustee failing to act in accordance with the Relevant Requirements or the obligations of the Trustee set out in this Service Agreement; or, 2. the Trustee, agent of the Trustee, Relevant Authority or other third party whom it is reasonable for the Administrator to rely on, providing to the Administrator information or a document which is incomplete or otherwise inaccurate; or, 3. the Trustee withholding Transaction information or failing to cooperate with the Administrator; or, 4. any negligent, wilful or unlawful act or omission of the Trustee or agent of the Trustee. Notwithstanding the above as between the Administrator and the Trustee it is agreed that the liability of the Administrator to any person, party or entity for loss arising out of or contributed to by: any act, error, misrepresentation or omission concerning or arising out of the Services; or any breach of this Service Agreement or any duty of any kind owed in connection with or arising out of this Service Agreement or the provision of Services is limited to and shall not exceed a total of $2 million in the aggregate and the Trustee agrees that once the $2 million cap is exhausted the Trustee shall have no right to make any further claim against any of the Administrator Parties. The limitation on liability referred to above does not apply to any liability of the Administrator Parties which arises from their dishonesty, fraud or intentional breach of this Services Agreement. The above provision shall continue to have effect after termination of this Agreement. Limited recourse The Trustee enters into this Service Agreement in its capacity as Trustee of the Fund and in no other capacity. The Administrator acknowledges that the obligations of the Trustee set out in this Service Agreement are incurred solely in its capacity as Trustee of the Fund. The Trustee is not liable to pay or satisfy any of its obligations under this Service Agreement out of its own assets other than those assets to which it is entitled to be indemnified in respect of any liability incurred by it as Trustee of the Fund. 4
2. Trustee s obligations Overview The Trustee acknowledges and understands that: (a) whilst the Mercer Self-Managed Super Service aims to assist the Trustee to operate the Fund in accordance with the Relevant Requirements, it is ultimately the responsibility of the Trustee to ensure that the Fund operates in accordance with the Relevant Requirements; (b) the Fund must either have a constitutional corporation as its trustee or provide old aged pensions. Where old aged pensions are the dominant purpose, all Members shall fulfil the role as Trustee. Where a corporate entity is the Trustee, all Members shall be directors (unless otherwise permitted); (c) the Trustee has total and absolute responsibility for the development and implementation of the Fund s investment strategy in accordance with the Relevant Requirements, including responsibility for where to invest; with whom to invest and how much to invest; (d) the Trustee is the signatory on statutory returns, Transactions and other relevant documentation. An agent may be appointed to undertake a signatory function only if permitted by the Relevant Requirements; (e) the Trustee cannot abrogate its legal responsibilities unless otherwise permitted by the Relevant Requirements; and (f) the successful administration and compliance of the Fund is dependant on the full and true disclosure of Fund information and the cooperation between the Trustee and Administrator. The Trustee agrees: (a) to provide Members with the Product Information Statement for the Fund which is provided as part of the Mercer Self-Managed Super Service; (b) to adhere to all guidelines, rulings, announcements and publications issued by the Relevant Authority in relation to the operation of self-managed super funds; and (c) If requested by the Administrator, to use its best endeavours to procure assistance from and liaise with any agent of the Trustee, Relevant Authority or other third party whom it is reasonable for the Administrator to rely on, in relation to the provision of information, the signing of documents and any other matters which are reasonably required by the Administrator and which are necessary for the Administrator to properly and efficiently perform its obligations in accordance with this Service Agreement. Trust Deed and Constitution The Trustee will adopt and maintain use of the Trust Deed and Constitution (if any) provided by the Administrator unless otherwise agreed by the Administrator. The Trustee will adopt suggested changes to the Trust Deed and Constitution (if any) that, in the opinion of the Administrator are necessary for the Fund to continue to comply with the Relevant Requirements. The Trustee will obtain advice from a qualified and licensed professional in regards to suggested changes to the Trust Deed and Constitution (if any). Where a change is necessary and depending on the nature and extent of the change, the Trust Deed upgrade fee set out in Schedule 1 will apply. Banking and cash Transactions The Trustee s obligations to the Administrator in regards to banking and cash Transactions appear below: 1. The Trustee will open and operate a Primary Operating Account for the Fund, in accordance with the terms and conditions specified in the disclosure document of the Primary Operating Account issued by the provider of the Primary Operating Account. 2. The Trustee shall ensure that the Fund address for banking purposes shall be and remain at all times during the term of this Service Agreement: <Trustee Name(s)> <Fund Name> 3. The Trustee will provide an Enquiry Authority, Fee Authority and Tax Authority to the Administrator in regards to the Primary Operating Account. 4. The Trustee will nominate the Administrator as the Advisor on the Primary Operating Account in accordance with the terms of the disclosure document issued by the provider of the Primary Operating Account. 5. The Trustee will provide any deposit books of the Primary Operating Account to the Administrator. 6. The Trustee will ensure that all payments from the Primary Operating Account are in accordance with the Relevant Requirements. The Trustee can make a payment from the Primary Operating Account either directly by BPAY or by request to the Administrator for a cheque requisition or an electronic funds transfer requisition. The Trustee will provide the Administrator with all of the information reasonably required by the Administrator to record that the payment is in accordance with the Relevant Requirements. 7. The Trustee will ensure that sufficient cash is available and maintained in the Primary Operating Account to pay for all Investment Transactions, Fees, operating expenses and any other amount required to be disbursed from the Primary Operating Account from time to time. 8. The Trustee will deposit all contributions and rollovers into the Primary Operating Account either via electronic funds transfer or via cheque deposit sent to: <Trustee Name(s)> <Fund Name> 9. The Trustee will provide the Administrator with all information reasonably required by the Administrator to record that the deposit is in accordance with the Relevant Requirements. 5
Taxes, fees and operating expenses The Trustee s obligations to the Administrator in regards to taxes and operating expenses appear below: 1. The Trustee authorises the Administrator to debit 1/12 of the administration fee set out in Schedule 1 from the Primary Operating Account on or around the first business day of each month. 2. The Trustee authorises the Administrator to pay all other fees and operating expenses set out in Schedule 1 from the Primary Operating Account. 3. The Trustee will provide a Tax Payment Authority to the Administrator which permits the Administrator to pay any Taxation due from the Primary Operating Account. 4. The Trustee acknowledges that: (a) T axation and operating expenses may change at anytime due to legislative or regulatory changes or other circumstances beyond the control of the Administrator, without notice to the Trustee; and (b) the Administrator may change the Fees at any time, by providing at least thirty (30) days advance notice in writing to the Trustee. Relevant Authority The Trustee s obligations to the Administrator in regards to the Relevant Authority appear below: 1. The Trustee will obtain advice from a qualified and licensed professional where necessary to act in accordance with the Relevant Requirements. 2. The Trustee shall ensure that the registered address for any correspondence from the Relevant Authority shall be and remain at all times during the term of this Service Agreement: <Trustee Name(s)> <Fund Name> 3. The Trustee will co-operate in providing information and assistance in answering or dealing with any questions raised by the Relevant Authority or investigations made by the Relevant Authority arising out of the activities of the parties under this Service Agreement or in connection with the Fund. 4. The Trustee will promptly notify the Administrator in writing on becoming aware of any matter which may affect its ability to carry out any of its obligations under this Service Agreement or the Relevant Requirements. Investments and share trading The Trustee s obligations to the Administrator in regards to Investments and share trading appear below: 1. The Trustee must as soon as practicable formulate and give effect to an investment strategy for the Fund and Member(s) in accordance with the Relevant Requirements. 2. The Trustee will ensure all Investments are registered in the name of the Trustee in trust for the Fund and the address for any correspondence relating to Investments shall be and remain at all times during the term of this Service Agreement: <Trustee Name(s)> <Fund Name> 3. The Trustee will open and operate a Share Trading Account for the Fund, in accordance with the terms and conditions specified in the disclosure document of the Share Trading Account issued by the provider of the Share Trading Account. 4. To purchase Investments (other than securities listed on the Australian Stock Exchange or Investments purchased using BPAY ), the Trustee will notify the Administrator of the details of each Investment and request that the Administrator arrange for a cheque to be drawn from the Primary Operating Account or arrange for automated settlement. All requests shall be in writing, where facsimile transmissions or email are acceptable. 5. BPAY may be used by the Trustee to purchase an Investment. For any BPAY Transactions, the Trustee will provide the Administrator with all of the information reasonably required by the Administrator to record that the Transaction is in accordance with the Relevant Requirements including copies of invoices/ applications and BPAY references. 6. The Trustee will adhere to the investment strategy of the Fund and, prior to purchasing an Investment will obtain advice from a qualified and licensed professional to confirm that the Investment is in accordance with the Relevant Requirements. 6
3. Administrator s obligations Records and accounts The Administrator s obligations to the Trustee in regards to Fund records and accounts appear below: 1. The Administrator will establish and maintain all records and books of account on behalf of the Trustee in accordance with the Relevant Requirements in relation to the operation of the Fund so as to correctly reflect the financial position of the Fund and record and explain all items of receipt and expenditure (including contributions received, fund investments, insurance and benefit payments) for the purpose of determining and managing the taxation liability of the Fund and to meet reporting requirements under the Relevant Requirements. 2. The Administrator will, and will ensure that any sub contractors engaged by it under this Service Agreement, keep all information provided to it in relation to the Fund including Member information confidential and use it in connection with the Services or as otherwise permitted by the National Privacy Principles. This restriction does not apply to information required to be disclosed by law or which is in the public domain. 3. The Administrator will accept and deposit to the Primary Operating Account (where applicable), contributions made by either: (a) Cheque made payable to the Fund (or the Trustee as trustee of the Fund) and mailed to, Edgecliff, NSW, 2027. (b) Establishing a direct credit arrangement between the contributor s bank account and the Fund s Primary Operating Account. 4. Upon receipt of a statement from the Trustee detailing the nature of each contribution and to whom it relates, the Administrator will ensure all contributions are correctly recorded in the Fund s records taking into account concessional and non-concessional Member contributions and employer contributions. The Administrator will deposit any contribution cheques made payable to the Fund and mailed directly to the Administrator into the Primary Operating Account of the Fund. 5. The Administrator will determine the appropriate taxation treatment of each contribution, determine the maximum concessional age based contribution limits in respect of each Member and/or employer and advise Member s of same. 6. If any superannuation benefits are rolled over into the Fund, the Administrator will maintain each benefit class in accordance with details on the rollover documentation issued to the Trustee and provided to the Administrator. 7. The Administrator will prepare and issue statutory required documents in accordance with the Relevant Requirements including but not limited to: (a) operating statements; (b) statements of financial position; (c) notes to the accounts; (d) Trustee statement and Trustee report; (e) Investment summary report; (f) Investment history reports showing all realised/unrealised capital gains/losses); (g) Member statements; and (h) regulatory and tax returns. 8. At least quarterly, the Administrator will reconcile the Primary Operating Account of the Fund and provide to the Trustee investment summary reports, a general ledger report and a tax reconciliation report showing the Fund s current tax position (interim tax reconciliation reports may exclude the effects of indexation). 9. The Administrator will prepare financial reports in accordance with the cash basis of accounting and Fund assets reporting at net market values (unless otherwise agreed). 10. The Administrator will separately identify all Fund assets showing purchase price, CPI indexed or discounted value where appropriate, percentage weighting and latest net market value (if available). 11. The Administrator will provide to the Trustee a full transaction history for each asset if required. 12. The Administrator will separately disclose all Fund expenses in the Fund s operating statement and general ledger by way of note. 13. The Administrator will retain all financial records for the required statutory period with provision of copies to the Trustee on an annual basis and at termination of this Service Agreement or the Fund, after receipt of the termination Fee set out in Schedule 1. 14. The Administrator will prepare taxation, surcharge and regulatory returns, business/instalment activity statements and forward these to the Trustee for review and signature. 15. The Administrator will provide access to Fund details and transactions via an online website facility ( Accounts Online ). 16. Provided that the Administrator receives signed documents from the Trustee within the Administrator s required timeframe, the Administrator will lodge relevant documents with the Relevant Authority in accordance with the Relevant Requirements. 17. The Administrator will arrange for the Fund accounts, statements and annual returns to be audited by the Auditor in accordance with the Relevant Requirements. 7
Lump sum benefit payments The Administrator s obligations to the Trustee in regards to lump sum benefit payments appear below: 1. Provided there are no cashing or other restrictions under the Relevant Requirements and instructions are given by the Member in the appropriate format, the Administrator will arrange for the payment of a Member s benefit by way of lump sum permitted by the Relevant Requirements. 2. The Administrator will provide all necessary and relevant documentation including PAYG Payment Summary Statement in accordance with the Relevant Requirements. 3. The Administrator will calculate, deduct from the Primary Operating Account and coordinate the remittance of any applicable Taxation. 4. The Administrator will register the Fund for withholding purposes, where required. Pensions The Administrator s obligations to the Trustee in regards to benefits paid in the form of a pension appear below: 1. Provided there are no restrictions and instructions are given by the Member in the appropriate format, after deducting the Pension Establishment fee from the Primary Operating Account, the Administrator will arrange for the payment of a Member s benefit by way of a pension permitted by the Relevant Requirements. 2. The Administrator will calculate (each year), the maximum and minimum annual pension payment amount and provide a pension quote. 3. The Administrator will prepare and lodge a TFN declaration (where applicable). 4. The Administrator will establish a pension payment program on either a monthly, quarterly but at least yearly basis, in accordance with instructions given by the Member. 5. The Administrator will register the Fund for PAYG withholding purposes, where required. 6. The Administrator will deduct any relevant tax from pension payments on a PAYG basis and prepare and lodge a PAYG payment summary individual non business certificates relating to pension payments. 7. The Administrator will coordinate any necessary actuarial certificates in accordance with the Relevant Requirements. 8
4. Miscellaneous Provisions Force majeure No party shall be liable for any delay or failure to perform its obligations pursuant to this Service Agreement if such delay is due to an act, omission or circumstances relied upon by that party as a force majeure event over which that party could not reasonably have exercised control. The parties shall discuss how any such delay may best be dealt with having regard to the nature of the obligation and the delay and the impact of the delay or failure upon the other party and how the costs of the actions to deal with the delay should be borne. Intellectual property All copyright and other intellectual property owned by the Administrator or a subcontractor engaged by the Administrator under this Service Agreement, and used in the provision of the Services, including intellectual property in material created or prepared by or on behalf of the Administrator and provided to the Trustee shall be and remain the property of the party owning that intellectual property. The Trustee shall be entitled to retain all material provided to it by or on behalf of the Administrator for its own internal use to enable it to obtain the benefit of the Services. Should the Trustee use the material for any other purpose, the Administrator shall not be responsible for such use or the consequences that may arise and the Trustee shall indemnify the Administrator for any liability which may flow as a result. The above provision shall continue to have effect after termination of this Agreement. Governing law This Service Agreement is governed by and construed in accordance with the laws of the State of New South Wales. Notices A notice required or authorised to be given or served upon the Administrator pursuant to this Service Agreement shall be in writing and shall be addressed to the Administrator and: (a) delivered by hand to the Administrator s address; (b) sent by registered mail to the Administrator s address; (c) transmitted by facsimile to the Administrator s fax number; or (d) transmitted by email to the Administrator s email address. For the purpose of the above, the Administrator s address, fax number and email address are as set out below: Address: The Administrator Mercer Self-Managed Super Service Fax: (02) 9328 9327 Email: selfmanagedsuper@mercerwealthsolutions.com.au The above provisions are in addition to any other mode of service permitted by law. Assignment The Trustee may not assign the benefit of this Service Agreement except to another person who is the trustee or the successor trustee of the Fund or unless the written consent of the Administrator is first obtained. The Administrator may assign its obligations under this Agreement on giving prior written notice to the Trustee. Amendment This Service Agreement may only be amended by exchange of letters or other written documentation agreed by the parties. Severability In the event a provision of this Service Agreement is unenforceable, all of the provisions which operate independently of the unenforceable provision shall continue to be binding and enforceable. Waiver and exercise of rights A single or partial exercise or waiver of a right relating to this Service Agreement will not prevent any other exercise of that right or the exercise of any other right; A party will not be liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure or exercise or delay in the exercise of a right. Rights cumulative Subject to any express provision in this Service Agreement to the contrary, the rights of a party under this Service Agreement are cumulative and are in addition to any other rights of that party. Further assurance Each party shall promptly execute all documents and do all things that any other party from time to time reasonably requires of it to effect, perfect or complete the provisions of this Service Agreement and any transaction contemplated by it. Entire understanding This Service Agreement embodies the entire understanding and agreement between the parties as to the subject matter of this Service Agreement. All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to or in any way affecting the subject matter of this Service Agreement are merged in and superseded by this Service Agreement and shall be of no force. 9
Schedule 1 Fees and Costs The Administrator will deduct the fees and operating expenses set out below from the Primary Operating Account. Type of Fee or Cost Amount (inc. GST) How and when paid administration fee $3,960 pa. 1/12 deducted monthly in arrears on or around the first business day of each month. Trust Deed upgrade fee (per amendment) Excessive Investment Activity fee (per Transaction) $385 Deducted upon completion of a change to the Trust Deed or Constitution, as requested by the Trustee or in accordance with changes to the Relevant Requirements from time to time. $55 Deducted monthly in arrears on or around the first business day of each month. Applies to each Investment Transaction in excess of ten (10) Transactions, if more than ten (10) Investment Transactions are initiated by the Trustee during any calendar month. GST registration fee $330 pa 1/4 deducted quarterly in arrears on or around the first business day of each calendar quarter. Managed Real Property fee (per Managed Real Property) $550 pa 1/4 deducted quarterly in arrears on or around the first business day of each calendar quarter. membership change fee (per change) Individual Trustee(s) Corporate Trustee Non-conventional Investment fee (per Investment) $495 + $55 per Investment $495 Negotiable between the Trustee and MINL. Deducted when a member joins or leaves the Fund or when the Trustee requests a change to membership details. Negotiable between the Trustee and MINL. pension establishment fee (per pension) $550 Deducted upon receipt of a request from the Trustee to establish a pension for a Member. termination fee $825 Deducted upon receipt of a request from the Trustee to terminate the Service Agreement or Fund. operating expenses Include but are not limited to: 1) regulatory Levy $150 pa 2) audit costs $350 pa approx. 3) actuarial certificates 4) brokerage 5) adviser fees 6) other expenses Typically paid annually or as required from time to time to the Relevant Authority or in consideration for brokerage, adviser services or other services provided to the Trustee in regards to the Fund. The operating expenses (items and amounts) above may change at anytime due to legislative or regulatory changes or other circumstances beyond the control of the Administrator, without notice to the Trustee. Furthermore, the Administrator may change the fees set out above at any time, by providing at least thirty (30) days advance notice in writing to the Trustee. 9927 Service Agreement SMS_23092009 10