Trust Deed - AMP · PDF fileAMP Wealth Management New Zealand Limited Level 21, AMP Centre 29...

AMP Wealth Management New Zealand Limited

Level 21, AMP Centre

29 Customs Street West Auckland 1010

Trust Deed

relating to

AMP New Zealand Personal Superannuation Fund

AMP Services (NZ) Limited (Trustee)

AMP Wealth Management New Zealand

Limited (the Manager)

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CONTENTS

1 INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation 8 1.3 Implied terms 9 1.4 Frameworks or methodologies 9

2 PERPETUITIES 10

3 AMENDMENT OF THE DEED 10 3.1 Amendment 10

4 RESIGNATION OF TRUSTEE; APPOINTMENT AND REMOVAL OF SUPERVISOR

10 4.1 Resignation of Trustee 10 4.2 Appointment of Supervisor 10 4.3 Removal 10 4.4 Retirement 11 4.5 Restrictions on retirement or removal 11 4.6 New appointment 11 4.7 Restrictions on new appointment 11 4.8 Retiring Supervisor released 11 4.9 Appointment not exclusive 12

5 APPOINTMENT AND REMOVAL OF MANAGER 12 5.1 Appointment 12 5.2 Removal 12 5.3 Retirement 12 5.4 Restrictions on retirement 12 5.5 New Manager appointment 12 5.6 Release of Manager 13 5.7 Appointment not exclusive 13 5.8 Former Managers must hand over records and give reasonable assistance 13

6 LIABILITY AND INDEMNITY 13 6.1 No liability 13 6.2 Power to indemnify investment managers and administration managers 13 6.3 Power to indemnify custodians 14 6.4 Reliance on Manager by Supervisor 14 6.5 Reliance upon documents 14 6.6 Indemnity 14 6.7 Indemnity Limits 15

7 POWERS OF THE SUPERVISOR 15 7.1 Supervisor’s Powers and Duties 15 7.2 Delegation by Supervisor 15 7.3 Appointment of Custodian 15 7.4 Appointment of Sub-custodians 16 7.5 Fees and reimbursement for Custodians and Sub-custodians 16

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8 MANAGEMENT OF THE SCHEME 16 8.1 Manager’s responsibilities 16 8.2 Manager may appoint Investment Managers and Administration Managers 18 8.3 Powers and discretions 18 8.4 Delegation by Manager 18 8.5 Disputes as to interpretation 19 8.6 May rely on professional advice 19 8.7 Original Management Agreement ceases to have effect 19

9 INVESTMENTS 19 9.1 SIPO 19 9.2 Investment directions by the Manager 19 9.3 Supervisor’s limited duty to refuse to act 20 9.4 Policy to fund insured benefits 20 9.5 Policy terms subject to availability 21 9.6 Exercise of Policy options 21 9.7 Payments direct from AMP 21 9.8 Group life insurance 21 9.9 Contrary intention 22 9.10 Related Party Benefits 22 9.11 Where powers exercisable 22 9.12 Powers exercisable over assets 22 9.13 Membership of other schemes 22

10 SCHEME STRUCTURE 22 10.1 Continuation and Purpose 22 10.2 Name of Scheme 22 10.3 Plan Schedules 23

11 MEMBERSHIP 23 11.2 Cessation of membership 23 11.3 Transfer out 24 11.4 Membership does not confer specific interests 24

12 UNITS 24 12.1 Allocation Prices and Release Prices binding 24 12.2 Determining prices 24 12.3 Not transferrable 24

13 CONTRIBUTIONS 25 13.1 Amount of contributions 25 13.2 Member’s Account 25 13.3 Assets in trust to provide benefits 26 13.4 Uncleared funds 26 13.5 Units issued in error 26

14 VALUATIONS 26 14.1 Net Asset Value of Fund 26 14.2 Determining Market Value 26 14.3 Determining Liabilities 27

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14.4 Reliance by Supervisor 27

15 BENEFITS 27 15.1 Benefits funded by investments 27 15.2 Benefits funded by Policy 27 15.3 Member not to charge benefits 27 15.4 Absolute forfeiture on bankruptcy 28 15.5 Unable to manage own affairs 28 15.6 Payment of benefit on Maturity, Permanent Incapacity, permanent emigration or

early retirement 28 15.7 Calculation of benefits on Maturity, Permanent Incapacity, permanent emigration or

early retirement 28 15.8 Policy in lieu of payment 29 15.9 Payment of access benefit on request of Member 29 15.10 Amount of access benefit 29 15.11 Payment of access benefits 29 15.12 Payment of benefit on death 30 15.13 To whom benefit on death is payable 30 15.14 Advance to personal representatives 31 15.15 Provisions in respect of a Plan apply 31

16 AMP SHARE ENTITLEMENT 31 16.1 Vesting of right to proceeds 31 16.2 Rights of Eligible Former Members 31 16.3 Application of proceeds 31 16.4 Unclaimed entitlements 31

17 REIMBURSEMENT OF EXPENSES AND CHARGES 32 17.1 Costs associated with investments 32 17.2 Reimbursement of charges and expenses 33 17.3 Withholdings and deductions 33 17.4 Deductions for life insurance premiums or any other amounts 33 17.5 Deductions advised by Actuary 33 17.6 Net fees and expenses 33

18 REMUNERATION OF THE MANAGER AND SUPERVISOR 35 18.1 Manager’s fees 35 18.2 Supervisor’s annual fee 35 18.3 GST etc 35 18.4 Special fees 36

19 RESERVE ACCOUNT AND BANK ACCOUNT 36 19.1 Reserve Account 36 19.2 Bank accounts 36

20 AUDITOR 36 20.1 Appointment and remuneration 36 20.2 Removal/Retirement 36 20.3 New appointment 37 20.4 Restrictions on Auditor 37

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20.5 Compliance with FMCA auditor requirements 37

21 REGISTER AND CONFIDENTIALITY 37 21.1 Register to be maintained 37 21.2 Details in Registers of Members 37 21.3 Confidentiality 37

22 WINDING UP 38 22.1 Supervisor notification of the Scheme wind up 38 22.2 Member notification 38 22.3 Winding Up Entitlements may be satisfied through the distribution of units in another

scheme or fund 38 22.4 Supervisor Review 39 22.5 Default Fund option 40

23 PROCEDURE ON WINDING UP 40 23.1 Winding up 40

24 NOTICES 43 24.1 To Member 43 24.2 Public Notice to Members determined to be “Gone with No Address” 43 24.3 Notice between Manager and Supervisor 43 24.4 Manner of notice 44 24.5 Signature of notice 44 24.6 Receipt of notice 44 24.7 Calculation of notice period 44

25 MEETINGS 44

26 GOVERNING LAW 44

SCHEDULE 1 – PORTFOLIO PLAN 46

SCHEDULE 2 – INVESTMENT-LINKED ULA/J PLAN 50

SCHEDULE 3 – INVESTMENT-LINKED ULR PLAN 54

SCHEDULE 4 – INVESTMENT-LINKED ULRS PLAN 59

TRUST DEED - AMP NEW ZEALAND PERSONAL SUPERANNUATION FUND

Date: 2016

PARTY

AMP Services (NZ) Limited ("Trustee")

AMP Wealth Management New Zealand Limited ("Manager")

BACKGROUND

A The AMP New Zealand Personal Superannuation Fund ("Scheme") was established by a trust deed dated 10 February 1981, as subsequently amended on 24 September 1982, 31 December 1982, 30 March 1984, 25 March 1986, 19 February 1987, 16 March 1988, 3 April 1990, 5 December 1990, 4 December 1991, 10 February 1992, 30 November 1992, 15 September 1993, 22 December 1993, 31 December 1997, 28 June 1999, 2 April 2013 and 10 October 2016 ("Original Deed").

B Pursuant to the former Part 6 of the Superannuation Schemes Act 1989 and the amendments to the Original Deed on 4 December 1991, the Scheme was converted from a life-insurance-policy-backed superannuation scheme into an assets-backed superannuation scheme.

C The Scheme is a legacy superannuation scheme and is closed to new members since 1997.

D The Scheme currently consists of four Plans:

(i) Portfolio Plan;

(ii) Investment-Linked ULA/J Plan;

(iii) Investment-Linked ULR Plan; and

(iv) Investment-Linked ULRS Plan.

E Members participate in the Scheme through one of the Plans, and their membership in the Scheme is governed by this Deed augmented by the rules set out in the relevant Schedule applicable to the relevant Plan.

F Members of all Plans invest in one or more of the following Funds (as defined below):

(i) A Unit: Managed Balanced;

(ii) B Unit: Managed Balanced (UL);

(iii) T Unit: Managed Conservative; and

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TRUST DEED – AMP NEW ZEALAND PERSONAL SUPERANNUATION FUND

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(iv) U Unit: Managed Performance.

G The Trustee wishes to amend the Original Deed by substituting this Deed for the

Original Deed in order to comply with the requirements of the Financial Markets

Conduct Act 2013 (“FMCA”) and all other relevant legislation, and to:

(a) reflect that the Scheme is a legacy superannuation scheme, and is closed to

new members;

(b) provide for the role of a supervisor of the Scheme for the purposes of the

FMCA;

(c) provide for the role of a manager of the Scheme for the purposes of the FMCA

and to appoint AMP Wealth Management New Zealand Limited to that role;

(d) reflect any relevant terms of the Original Management Agreement into this

Deed; and

(e) make a number of other minor amendments to the Original Deed as a

consequence of the introduction of the FMCA and amendments to other

applicable legislation or for the more efficient operation of the Scheme.

H The Trustee will resign as trustee of the Scheme, and The New Zealand Guardian

Trust Company Limited will be appointed as the supervisor of the Scheme pursuant

to a Deed of Resignation of Trustee and Appointment of Supervisor dated on or

around the date of this Deed and such resignation and appointment shall take effect

on the Effective Date. Upon such appointment taking effect, The New Zealand

Guardian Trust Company Limited will become the Supervisor of the Scheme and

become responsible for the functions of the supervisor under this Deed.

I The Trustee is satisfied that the amendments contained in this Deed are permitted

under clause 3.1 of the Original Deed, and prior to entering into this Deed, the

Trustee obtained from its solicitors a certificate in terms of clause 3.2 of the Original

Deed and section 12 of the Superannuation Schemes Act 1989.

BY THIS DEED:

In accordance with the powers of amendment contained in clause 3.1 of the Original Deed,

it is declared that with effect from the Effective Date, the Original Deed is amended by

substituting the provisions of the Original Deed with all of the provisions of this Deed so

that from the Effective Date, the Scheme will be operated, administered, and governed in

accordance with the provisions of this Deed.

1 INTERPRETATION

1.1 Definitions

In this Deed the following words and expressions shall, unless the context otherwise

requires, have the following meanings:

A Unit means a Unit in the Fund called “A Unit: Managed Balanced”.

Actuary means the Chief Actuary for AMP or his or her nominee from time to time.


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Allocation Price means, in respect of Units, the allocation price for those Units

determined by reference to the Schedule applicable to the relevant Plan (and in

respect of the Investment-Linked ULRS Plan only, means the Release Price

determined by reference to Schedule 4).

AMP means AMP Life Limited.

AMP Share Entitlement means the shares in AMP Limited, if any, issued to the

Trustee as trustee of the Scheme on or near 1 January 1998, as a consequence of

AMP converting from a mutual society to a shareholder-owned company.

Annual Plan Fees means, in respect of a Plan, the annual plan fee calculated in

accordance with, and payable to the Manager in the manner set out in, Rule 6 of

Schedule 1, Rule 7 of Schedule 2, Rule 7 of Schedule 3 and Rule 8 of Schedule 4.

asset means any tangible or intangible asset held for or by the Scheme as an

investment or otherwise; and without limiting the generality of the foregoing

includes the following:

(a) cash on hand or deposited with or credited at a bank or other institution that

accepts deposits;

(b) any policy of life insurance;

(c) amounts owing to the Scheme by debtors (excluding any bad or doubtful

debts);

(d) any prepayment of expenditure;

(e) the proceeds of any borrowing;

(f) income accruing on or from other assets or investments; and

(g) any interest in any managed investment scheme.

Associated Person has the meaning given to it by the FMCA.1

Auditor means the auditor of the Scheme appointed pursuant to clause 20.

B Unit means a Unit in the Fund called “B Unit: Managed Balanced (UL)”.

Base CPI means, for purposes of calculating adjustment to the Annual Plan Fee

payable by a Member, the CPI for the September quarter in the calendar year

preceding the commencement of membership of that Member.

Business Day means a day, other than a Saturday or Sunday, on which registered

banks are open for business in Auckland and Wellington.

1 Section 12(1) of the FMCA.


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Cash Value Factor means, in respect of a Plan (other than the Portfolio Plan), the

cash value factor determined in accordance with Rule 3.1(b) of Schedules 2, 3 and

4.

Contribution means an amount paid by or in respect of a Member as a contribution

to the Scheme.

CPI means the All Groups index number of the New Zealand Consumers’ Price Index

as certified by the Government Statistician or, if that Index is discontinued or varied

substantially, any other index selected by the Manager.

Custodian means a person appointed to hold the Scheme property under clause 7.3

and includes, to the extent the context permits, any sub-custodian appointed by the

Custodian to hold any such Scheme property under clause 7.4.

Deed means this Deed and the Schedules and any amendments or additions made

to them.

Dependant means:

(a) the wife, husband, widow, widower, child (which expression shall include an

adopted child, a step-child, or an ex-nuptial child) of a Member; or

(b) any other person who in the opinion of the Manager is or has at any time

been dependent on a Member.

Early Benefit means a benefit (whether in full or in part) provided under the Scheme

other than a benefit payable pursuant to clause 15.6(a) or 15.6(c) or 15.12.

Effective Date means the date immediately following the date on which the

transition period for the Scheme ends, as determined by clause 35(3) of Schedule 4

to the FMCA.

Electronic Communication means a transmission of an instruction, request, notice or

information by telephone, facsimile, computer, videophone or other electronic

medium approved by the Manager subject to such conditions as the Manager

considers appropriate as to identification of the person making the communication or

verification of the content of the communication.

FMA means the Financial Markets Authority or any successor entity.

FMCA means the Financial Markets Conduct Act 2013.

FMC Regulations means the Financial Markets Conduct Regulations 2014.

Fund means each of the investment funds established by the Original Deed

(previously represented by Investment Units) and governed by this Deed, being:




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GST means goods and services tax chargeable in accordance with the Goods and

Services Tax Act 1985.

Initial Units means Units established under Schedules 2, 3 and 4 in relation to the

Investment-Linked ULA/J Plan, Investment-Linked ULR Plan or the Investment-

Linked ULRS Plan and entitled “Initial Units”, and includes a part share of such Units.

Initial Unit Obligation means, in respect of a Plan (other than the Portfolio Plan), the

initial unit obligation determined in accordance with Rule 3.1(a) of Schedules 2, 3

and 4.

Insured Benefit means, in respect of a Member whose life is insured under any

Policy effected by the Manager for the purposes of the Scheme, an amount equal to

the group life insurance for that Member.

Investment Fees means, in respect of a Plan, the investment fee calculated in

accordance with, and payable to the Manager in the manner set out in Rule 8 of

Schedule 1, Rule 8 of Schedule 2, Rule 8 of Schedule 3 and Rule 9 of Schedule 4.

Investment-Linked ULA/J Plan means that part of the Scheme which is governed by

the provisions set out in Schedule 2 and, where not inconsistent with that Schedule,

the terms of this Deed, and for which (until the Transfer Date) a life insurance policy

on the life of each member was effected with AMP under Table ULA (including Table

ULASP) or Table ULJ.

Investment-Linked ULR Plan means that part of the Scheme which is governed by


the terms of this Deed.

Investment-Linked ULRS Plan means that part of the Scheme which is governed by


the terms of this Deed.

Investment Units means Units established under the Schedules in respect of a Plan

and entitled “Investment Units”, and includes a part share of such Units.

Liabilities (where capitalised) means, (subject to clause 14.3) in relation to a Fund,

debts and other obligations of the Supervisor acting in its capacity as supervisor of

the Scheme payable from the Fund (including in particular but without limitation all

taxes or duties payable by or in respect of the Fund) but excludes contingent

liabilities (except to the extent that the Manager with the approval of the Auditor

decides that an allowance should be made for such liabilities) and such debts and

other obligations of the Supervisor in respect of which by the terms of this Deed the

Supervisor is not entitled to be indemnified out of the Fund, in all cases to be

allocated across the Funds on an equitable basis. For the avoidance of doubt,

Liabilities shall include any fees, expenses and charges payable to the Manager

pursuant to this Deed to the extent they have not been met by the deduction of


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Units from Member’s Accounts, and such fees, expenses and charges shall accrue on

a daily basis.

Management Agreement means the agreement between the Supervisor and the

Manager entered into on 18 March 2016 (as amended from time to time) which sets

out the Manager's reporting obligations and other agreements in respect of the

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 pursuant to

clause 5.

Maturity means in respect of a Member, an age selected by that Member being not

less than 60 years and (in the case of the Investment-Linked ULRS Plan) not more

than 70 years, or such other date as agreed between the Manager and the Member.

Member means a person who is for the time being a member of the Scheme.

Member’s Account means the account maintained by the Manager in respect of each

Member recording the nature and value of the Member’s interest in the Scheme

from time to time.

Membership Certificate means the certificate issued to a person who has been

admitted to membership of the Scheme, and where such a certificate has not been

issued, means the Schedule to the policy referred to in the definition of Portfolio Plan

or Investment-Linked ULA/J Plan as may be appropriate.

Net Asset Value means the net value of a Fund’s assets and Liabilities as calculated

under clause 14.1 on a Valuation Day.

New CPI means, for purposes of calculating adjustment to the Annual Plan Fee

payable by a Member, the CPI for the September quarter in the calendar year

preceding the relevant anniversary of the commencement of membership of that

Member.

Original Deed has the meaning given to it in Background A.

Original Management Agreement means the management agreement dated 31

October 1996 in relation to the Scheme, between AMP Superannuation (N.Z.)

Limited and AMP Superannuation Management (NZ) Limited, each of which have

been amalgamated into the Trustee.

Permanent Incapacity means permanent physical or mental incapacity suffered by

any person that is of such an extent that, having regard to the previous employment

and other characteristics of that person, he or she is unlikely to have a significant

earning capacity in the future, and Permanently Incapacitated has a corresponding

meaning.

Personal Representatives means the person or persons to whom probate of a

Member’s will or letters of administration of his or her estate or other court order is

or are to be granted.


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Plan means any of the Portfolio Plan, the Investment-Linked ULA/J Plan, the

Investment-Linked ULR Plan, or the Investment-Linked ULRS Plan.

Policy means a Policy effected with AMP in accordance with this Deed to provide

benefits under this Deed.

Portfolio Plan means that part of the Scheme which is governed by the provisions set

out in Schedule 1 and, where not inconsistent with that Schedule, the terms of this

Deed, and for which (until the Transfer Date) a life insurance policy on the life of

each member was effected with AMP under Table UL.

Previous CPI means, for purposes of calculating adjustment to the Annual Plan Fee

payable by a Member, the CPI for the September quarter last preceding the

September quarter mentioned in the definition of New CPI as it applies to that

Member.

Register means the register of Members maintained for the Scheme pursuant to the

FMCA.2

Registered Scheme has the meaning given to it in the FMCA.3

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

Release Price means, in respect of Units, the release price for those Units

determined by reference to the Schedule applicable to the relevant Plan.

Reserve Account means the account provided for in clause 19.

Retirement Scheme means a KiwiSaver scheme, superannuation scheme or

workplace 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

Rules means the Rules contained in the Schedules to this Deed and any additions or

alterations to them.

Scheme means the AMP New Zealand Personal Superannuation Fund established by

the Original Deed and now governed by this Deed.

Scheme Property has the meaning given to it by the FMCA.7

SIPO has the meaning given to it by the FMC Regulations.8

2 Section 215 of the FMCA.







8

Superannuation Schemes Act means the Superannuation Schemes Act 1989.

Supervisor means The New Zealand Guardian Trust Company Limited with effect

from the Effective Date, or such other person as is for the time being appointed to

act as supervisor of the Scheme in accordance with clause 4 and, where the context

requires or allows, includes any Custodian.

T Unit means a Unit in the Fund called “T Unit: Managed Conservative”.

Tax means all kinds of taxes, deductions, duties and charges imposed by a

government or quasi-government authority, together with interest and penalties.

Tax Act means the Income Tax Act 2007.

Term means in respect of a Member, the term stated in the Membership Certificate,

from the commencement of membership until the Maturity.

Transfer Date means the date on which the assets of the Scheme were transferred

under former Part 6 of the Superannuation Schemes Act.

Trustee means AMP Services (NZ) Limited.

U Unit means a Unit in the Fund called “U Unit: Managed Performance”.

Unit means an undivided part or share in a Fund as described in clause 12 being an

A Unit, a B Unit, a T Unit or a U Unit, and for the avoidance of doubt, Units can be

categorised as either Initial Units or Investment Units, and includes parts of a Unit.

Valuation Day means a day on which the Manager values the assets and Liabilities of

a Fund under clause 14.1.

Winding Up Entitlements means, in respect of the Scheme or a Plan 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 Scheme’s assets (or in the case

of a Plan, assets attributable to that Plan) after allowing for the deduction of all

amounts under clause 23.1(c) which is equal to the proportion of that Member’s

interests in the Scheme or that Plan (as the case may be).

1.2 Interpretation

In this Deed:

(a) The headings are for convenience of reference only and shall not affect the

interpretation of this Deed.

(b) Words importing the singular number include the plural and vice versa and

words importing the masculine, feminine or neuter genders include all

genders as the case may require.

(c) The words and expressions defined are indicated by capital letters for

convenience. The absence of a capital letter shall not alone imply that the

8 Regulation 5 of the FMC Regulations.


9

word or expression is used with a meaning different from that given by its

definition.

(d) Any reference to a statute (or to any particular part or section or definition)

shall (subject to any other provisions of this Deed) include a reference to any

regulations made under the statute, and to any subsequent modification,

consolidation, re-enactment or replacements of the statute or regulations.

(e) All amounts payable under this Deed shall be calculated in New Zealand

Dollars. If it shall be necessary for any of the purposes of this Deed to

determine the equivalent at any date in New Zealand Dollars of any amount

denominated in any other currency, that equivalent shall be determined by

the Manager on the basis of such rate of exchange prevailing as at that date

as the Manager may select.

(f) Footnotes used in this Deed do not form part of this Deed, are a guide only

and where they refer to legislative provisions, are not intended to incorporate

those provisions in this Deed or affect the interpretation of this Deed.

However, often they will refer to the legislative provisions which have

prompted the inclusion of the reference in this Deed to comply with a

particular Act or legislation generally.

(g) where:

(i) a provision of this Deed replicates a specific compulsory requirement of

the FMCA (whether or not in its entirety); but

(ii) such requirement of the FMCA is subsequently repealed, replaced, or

amended, or an exemption or other regulatory relief from that

requirement applies to the Scheme or a Fund,

the provisions of this Deed dealing with that requirement shall be deemed to

be modified to the extent necessary to make this 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 Deed under the FMCA will apply for so long as they are

implied in this Deed under the FMCA despite anything to the contrary in this Deed,

and any provision in this Deed that is contrary to any such implied term will be void

to the extent that it is contrary.

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

Deed, the provisions of this Deed dealing with such matters shall be deemed to 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).


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2 PERPETUITIES

In the event that the Scheme shall cease to qualify under the provisions of section

19 of the Perpetuities Act 1964, the Manager may take such action as it thinks fit

including the re-establishment of the trust of the Scheme and the payment over of

the Scheme Property to a new supervisor so as to prevent the operation of any rule

of law relating to perpetuities which might otherwise invalidate or might be taken to

invalidate the trust of the Scheme or any disposition made under it or for its

purposes.

3 AMENDMENT OF THE DEED

3.1 Amendment

Subject to the provisions of the FMCA and any other applicable legislation, the

Supervisor and the Manager may at any time by deed amend all or any of the

provisions of this Deed.9

4 RESIGNATION OF TRUSTEE; APPOINTMENT AND REMOVAL OF SUPERVISOR

4.1 Resignation of Trustee

The office of Trustee becomes vacant (and for the avoidance of doubt, will not be

required to be filled) upon the coming into effect of a Deed of Resignation of Trustee

and Appointment of Supervisor which, among other things, shall provide for the

resignation of the Trustee as trustee of the Scheme and the appointment of the

Supervisor as supervisor of the Scheme with effect on and from the Effective Date.

4.2 Appointment of Supervisor

The Supervisor is responsible for the functions for which responsibility is attributed

to it as supervisor of the Scheme under the FMCA.10 The Supervisor agrees to hold,

or cause to be held by a Custodian, the Scheme Property in trust for the Members

upon and subject to the terms and conditions contained or implied in this Deed.

There shall be one Supervisor only holding office at any one time, who:

(a) must not be an Associated Person of the Manager;11 and

(b) must otherwise be a person entitled by law to act as the supervisor of the

Scheme.

4.3 Removal

(a) Subject to clause 4.5, the Manager may remove the Supervisor from office

with the FMA’s prior consent:

(i) 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

9 Sections 139 and 140 of the FMCA. 10 Section 152 of the FMCA. 11 Section 127(1)(e) of the FMCA.


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(ii) otherwise upon giving the Supervisor not less than six months’ written

notice of such removal.

(b) Subject to clause 4.5, the Supervisor may be removed from office otherwise

in the circumstances prescribed in the FMCA.12

(c) 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 2011.

4.4 Retirement

Subject to clause 4.5, and to all applicable legislation, the Supervisor may retire at

any time upon giving the Manager not less than three months' written notice of its

intention to do so.

4.5 Restrictions on retirement or removal

No removal or retirement under clause 4.3 or 4.4 will take effect unless:

(a) the requirements for such removal or retirement, and for any new supervisor

under the FMCA or any other applicable legislation have been met;13

(b) any new supervisor has executed the deed referred to in clause 4.7; and

(c) all of the investments of the Scheme have been transferred to the new

supervisor, or a custodian(s) who holds all of the investments of the Scheme

has acknowledged in its capacity as custodian for the Scheme, that it is acting

for the new supervisor.

4.6 New appointment

The power of appointing a new supervisor of the Scheme (in place of a supervisor

which has been removed from office or retired) is vested in the Manager.

4.7 Restrictions on new appointment

Any new supervisor must forthwith upon appointment execute a deed in such form

as the Manager may require whereby the new supervisor undertakes to the Manager

and the Members to be bound by all the covenants on the part of the former

supervisor under this Deed from the date of such appointment.

4.8 Retiring Supervisor released

From the date of execution by the new supervisor of a deed in accordance with

clause 4.7, the retiring supervisor is absolved and released from all liabilities and

obligations under this Deed (except in respect of prior breach) and the new

supervisor must thereafter exercise all powers and enjoy and exercise all the rights,

and is subject to all the duties and obligations, of the supervisor under this Deed in

all respects as if such supervisor had been originally named as a party to this Deed.

12 Section 193(1) of the FMCA. 13 Section 193(2) of the FMCA.


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4.9 Appointment not exclusive

Nothing contained in this Deed shall be construed as preventing the Supervisor from

establishing, or acting as supervisor in relation to, another Retirement Scheme or

similar scheme.

5 APPOINTMENT AND REMOVAL OF MANAGER

5.1 Appointment

The Manager is appointed and accepts appointment as manager of the Scheme upon

and subject to the terms and conditions contained or implied in or prescribed

pursuant to this Deed, the FMCA and any applicable legislation, and will observe and

perform the manager obligations under this Deed, the FMCA and any applicable

legislation. The Scheme shall have a manager, who:

(a) must not be an Associated Person of the Supervisor; and

(b) must otherwise be a person entitled in accordance with the FMCA14 and

otherwise by law to act as the manager of the Scheme.

5.2 Removal

The Manager shall be removed from office in the circumstances set out in the

FMCA.15

5.3 Retirement

Subject to all applicable legislation, the Manager may retire at any time upon giving

not less than three months' notice in writing to the Supervisor of its intention to do

so (or upon giving not less than one month’s notice in writing to the Supervisor

where the new manager is an Associated Person of the Manager).

5.4 Restrictions on retirement

No removal or retirement under clause 5.2 or clause 5.3 will take effect until a new

manager that is qualified for appointment under clause 5.1 has been appointed

pursuant to clause 5.5.

5.5 New Manager appointment

(a) The power to appoint a temporary manager under the FMCA16 shall apply

upon the occurrence of a vacancy in the office of manager of the Scheme.

(b) Subject to all applicable legislation, the power of appointing a new permanent

manager of the Scheme shall be vested in the retiring manager, but no new

permanent manager shall be so appointed without the approval of the

Supervisor (such approval not to be unreasonably withheld).

(c) Where the Manager does not exercise its power to appoint a new permanent

manager within 10 Business Days of a vacancy in the office of Manager of the

Scheme occurring, the Supervisor may exercise the power to appoint a new

permanent manager of the Scheme.

14 Sections 127(1)(c) and 135(1)(h) of the FMCA.

15 Sections 185, 209 and 210 of the FMCA.

16 Sections 186, 187, 189 and 191 of the FMCA.


13

5.6 Release of Manager

Subject to all applicable legislation,17 from the date of appointment of a new

permanent manager, the retiring Manager is absolved and released from all such

covenants under this Deed. For the avoidance of doubt, the retiring Manager shall

be entitled to payment of all fees, and reimbursement of any expenses, accrued up

to and including the date on which it ceases to hold office under this Deed.

5.7 Appointment not exclusive

Nothing contained in this Deed shall be construed to prevent the Manager from

establishing, or acting as manager, administration manager or investment manager

in relation to, another Retirement Scheme or similar scheme.

5.8 Former Managers must hand over records and give reasonable assistance

A former manager must hand over records and give reasonable assistance to the

new manager in accordance with the requirements of the FMCA.18

6 LIABILITY AND INDEMNITY

6.1 No liability

Neither the Manager nor the Supervisor shall be liable for:

(a) any losses except losses arising from its own wilful default or the wilful default

of any of their respective directors or officers; or

(b) any act or acts done in exercise of or pursuant to any discretion vested in it

under this Deed; or

(c) the neglect or default of any solicitor, banker, accountant, or other agent

employed in good faith by the Manager or the Supervisor (as the case may

be); or

(d) any default on the part of any insurer or reinsurer to provide insurance to

Members on the terms and conditions obtained by the Manager or the

Supervisor (as the case may be) pursuant to this Deed.

6.2 Power to indemnify investment managers and administration managers

The Manager may agree:

(a) to limit the liability (in connection with its services in respect of the Scheme)

of; and/or

(b) to indemnify and reimburse out of the Scheme’s property,

any investment manager or administration manager appointed in respect of the

Scheme, to the fullest extent permitted by the FMCA, in respect of any debt, liability

or obligation incurred by or on behalf of the investment manager or administration

manager in respect of the Scheme or any action taken or omitted to be taken in




14

connection with the Scheme (including, without limitation, legal fees and

disbursements).19

6.3 Power to indemnify custodians

The Supervisor may agree:

(a) to limit the liability (in connection with its services in respect of the Scheme),

of; and/or

(b) to indemnify and reimburse out of the Scheme’s property,

any Custodian appointed in respect of the Scheme, to the fullest extent permitted by

the FMCA, in respect of any debt, liability or obligation incurred by or on behalf of

the Custodian in respect of the Scheme or any action taken or omitted to be taken in

connection with the Scheme (including without limitation, legal fees and

disbursements).20

6.4 Reliance on Manager by Supervisor

Subject to the provisions of the FMCA and the Trustee Act 1956, the Supervisor will

not be responsible for any loss incurred as a result of any act, omission, deceit,

neglect, mistake or default of the Manager or any agent of the Manager or for

checking any information, document, form or list supplied to it by the Manager or by

any agent of the Manager that is reasonably believed by the Supervisor to be

genuine (notwithstanding that an error in the information, document, form or list is

reproduced by the Supervisor in any step taken by it).

6.5 Reliance upon documents

Whenever pursuant to any provision of this Deed, any certificate, notice, instruction,

direction or other communication shall be given:

(a) by the Manager to the Supervisor, the Supervisor may accept as sufficient

evidence thereof a document signed on behalf of the Manager by any one of

its directors or by any other person or persons duly authorised by the

Manager; and

(b) by the Supervisor to the Manager, the Manager may accept as sufficient

evidence thereof a document signed on behalf of the Supervisor by any one of

its directors or by any other person or persons duly authorised by the

Supervisor.

6.6 Indemnity

(a) Subject to the indemnity limitations under the FMCA,21 the Manager and the

Supervisor shall be indemnified out of the assets of the Scheme, and to the extent

applicable out of the assets of the relevant Fund or Funds, against all liabilities

incurred by or imposed upon them in the execution of their duties under this Deed.

(b) Without limiting the generality of clause 6.6(a) the indemnity provided shall apply in

respect of any payment made to any person whom the Manager or the Supervisor

19 Section 135(1)(f) and 136(2) of the FMCA.

20 Sections 135(1)(f) and 136(2) of the FMCA.

21 Sections 135(1)(f) and 136(1)(b) of the FMCA.


15

bona fide believes to be entitled to the same although that person was not in fact

entitled to the same.

(c) The Supervisor shall have a lien on the Scheme for its indemnity under this clause.

6.7 Indemnity Limits

No provision of clauses 6.1 to 6.6 or any other provision of this Deed shall have the

effect of relieving, exempting or excusing the Supervisor or Manager, or any of their

respective directors or officers, from, or indemnifying the Supervisor or the Manager

or any of their respective directors or officers to the extent that doing so would be

void under the FMCA22 or any other applicable legislation.

7 POWERS OF THE SUPERVISOR

7.1 Supervisor’s Powers and Duties

(a) The Supervisor shall have the powers conferred on it by the FMCA, and when

exercising its powers and performing its functions and duties as the

supervisor of the Scheme, it must comply at all times with its duties under the

FMCA.23

(b) In addition to any other powers granted under this Deed, the FMCA or by law,

but subject to the FMCA, the Supervisor may do anything the Supervisor

considers necessary or expedient to enable it to discharge the Supervisor’s

statutory duties in relation to the Scheme.

7.2 Delegation by Supervisor

In addition to any other powers granted under this Deed, the FMCA or by law, but

subject to the FMCA, the Supervisor may:

(a) delegate the performance of all or any of its powers, authorities, functions

and discretions under this Deed to its officers and employees; and

(b) subject to the written approval of the Manager to the appointment or removal

(such approval not to be unreasonably withheld), appoint and remove any

person (including the Manager or an Associated Person of the Manager) as an

advisory trustee or agent on terms and conditions and with such powers,

duties, discretions, indemnities and remuneration as are agreed by the

Supervisor and the other person.

The Supervisor may also engage an expert in accordance with the requirements of

the FMCA.24

7.3 Appointment of Custodian

The Supervisor may, subject to obtaining the prior written approval of the Manager

(which shall not be unreasonably withheld), nominate, in writing, any one or more

persons (other than the Manager or an Associated Person of the Manager) to be

Custodians in which any Scheme Property is to be vested. The Custodian must meet


23 Section 153 to 154 and section 160 of the FMCA.



16

the requirements for such person under the FMCA.25 The Supervisor shall be jointly

and severally liable with the Custodian for the performance by the Custodian of the

functions (and subject to the same duties and restrictions) imposed on it pursuant to

this clause 7.3 and the FMCA26 with respect to the Scheme.

7.4 Appointment of Sub-custodians

If authorised in writing by the Supervisor (subject to obtaining the prior written

approval of the Manager, which shall not be unreasonably withheld), a Custodian

appointed under clause 7.3 may itself appoint one or more sub-custodians in which

any Scheme Property is to be vested. Any sub-custodian appointed under this

clause 7.4 must meet the requirements for such a person under the FMCA.27 The

Supervisor and the Custodian shall be jointly and severally liable with the appointed

sub-custodian for the performance by the sub-custodian of the functions (and

subject to the same duties and restrictions) imposed on it pursuant to this

clause 7.4 and the FMCA28 with respect to the Scheme.

7.5 Fees and reimbursement for Custodians and Sub-custodians

The Supervisor may agree with the Custodian or sub-custodian appointed pursuant

to clauses 7.3 and 7.4 (subject to obtaining the prior written approval of the

Manager, which shall not be unreasonably withheld), the fees that may be charged

and the extent to which expenses will be reimbursed.

8 MANAGEMENT OF THE SCHEME

8.1 Manager’s responsibilities

The Manager is designated as the manager of the Scheme and is responsible for

performing the functions for which responsibility is attributed to it as manager under

the FMCA.29

Without limiting the generality of the foregoing, the Manager shall perform the

following specific functions:

(a) maintaining the Register, and maintaining records for all accounts, in

accordance with the requirements of the FMCA;30

(b) arranging for the receipt and acceptance of Contributions and other monies

payable to the Scheme in accordance with clause 13;

(c) providing Members with information, notices and disclosures required to be

given to them under the FMCA;31

(d) keeping complete and accurate records of all investments of the Scheme and

each Fund;

25 Sections 127(1)(f) , 156 and 158 of the FMCA.

26 Sections 156 to 159 of the FMCA and Regulations 86 to 88 of the FMC Regulations.


28 Sections 156 to 159 of the FMCA.

29 Sections 133 and 142 of the FMCA.

30 Subpart 4 of Part 4 of the FMCA.

31 Sections 96, 97 and 100 of the FMCA and Regulations 56, 62 and 65 of the FMC Regulations.


17

(e) effecting switches between Funds pursuant to Rule 3.3 of each of Schedules

2, 3 and 4;

(f) discharging its obligations under clauses 12, 14 and 15 with respect to

unitisation, valuations and benefit calculations;

(g) determining the terms of all contracts to be entered into in respect of the

Scheme provided that the Manager must ensure that at all times, to the

extent possible having regard to the FMCA and the law relating to trusts and

trustees, the liability of the Supervisor in relation to any contract is limited to

the assets of the Scheme or the relevant Fund (as applicable);

(h) subject to the requirements of the FMCA, determining whether benefits are

payable and arranging for the payment of benefits to or in respect of

Members, and for transfers to other Retirement Schemes;

(i) appointing and engaging solicitors and other consultants, advisers,

investment managers, and administration managers on such terms as the

Manager determines, and the Auditor, subject to the terms in clause 20;

(j) reporting and providing information to the Supervisor32 (including, for the

avoidance of doubt, in relation to SIPO limit breaks, unit pricing errors and

non-compliances with the applicable unit pricing methodology for Units) to the

extent required by the FMCA and complying in all respects with the Manager’s

obligations under the Management Agreement;33

(k) altering a Member’s Unit holding to address partly or entirely the impact of

any unit pricing error34 provided such alteration does not adversely affect the

Member’s Unit holding or the position of other Members, as compared with

the position such Member or Members would have been in had the unit pricing

error not occurred;

(l) correcting unit pricing errors or non-compliances with a unit pricing

methodology for Units to the extent required by the FMCA, provided that

where (after all relevant Unit adjustments and set offs have been made under

clause 8.1(k) or otherwise) the amount of any reimbursement or

compensation required is less than any minimum level of reimbursement or

compensation which is determined in accordance with the Management

Agreement, then no reimbursement or compensation shall be required to be

provided;35

(m) ensuring compliance by the Scheme with the requirements of the FMCA, the

Financial Reporting Act 2013 and other applicable legislation;

(n) ensuring compliance by the Scheme with all Tax obligations;

32 Regulation 94 of the FMC Regulations.

33 Sections 147 to 151, 167 and 168 of the FMCA and Regulations 83, 94 to 98 and 100 of the FMC Regulations.


35 Section 168 of the FMCA and Regulation 99 of the FMC Regulations.


18

(o) maintaining all accounting records for the Scheme and allowing for inspection

of those records to the extent required by the FMCA;36

(p) arranging for the preparation, audit and lodgement of the financial statements

for the Scheme, and the preparation of the Scheme’s annual reports in

accordance with the requirements of the FMCA;37

(q) undertaking all administrative functions in relation to any Policy, including

those administrative functions applicable to the Supervisor; and

(r) exercising such other powers, authorities, functions and discretions as are

granted or imposed by the FMCA or incidental to the above functions.

In performing the above functions, the Manager shall act in accordance with the

terms of this Deed and the FMCA.38

8.2 Manager may appoint Investment Managers and Administration Managers

The Manager may appoint in respect of the Scheme:

(a) one or more administration managers (including any Associated Person of the

Manager) to assist with the administration and management of the Scheme;

(b) one or more investment managers (including any Associated Person of the

Manager) to manage the Scheme’s property; and

(c) any other experts for the provision of services relevant to the Scheme;

and (subject to clause 9.10 in relation to Related Party Benefits) agree with such

party the fees that may be charged and the extent to which expenses will be

reimbursed.39

8.3 Powers and discretions

The Manager in the exercise of the authorities, powers, and discretions vested in it

by this Deed may exercise or enforce all or any of those authorities, powers, or

discretions from time to time and at any time or may refrain from exercising all or

any of those authorities, powers, or discretions from time to time or at all.

8.4 Delegation by Manager

Any authority, power, or discretion vested in the Manager under the FMCA or this

Deed may be delegated to any of its officers and employees or to any other person

nominated by the Manager, including any Associated Person of the Manager but the

Manager remains liable for the acts and omissions of any such officer, employee or

person whether or not the delegate is acting within the terms of the delegated

authority.


37 Sections 461A, 461D and 461H of the FMCA, and Regulations 62 and 63 of the FMC Regulations.


39 Sections 135(1)(f), 146 and 172 to 175 of the FMCA.


19

8.5 Disputes as to interpretation

The decisions as to the interpretation and effect of this Deed by the Manager shall

be final, provided that, in relation to any difference, dispute or doubt as to the

interpretation of any of the provisions of this Deed or the rights between a Member

and the Supervisor, the Manager must first consult with the Supervisor.

8.6 May rely on professional advice

The Manager and the Supervisor may each accept and act on the advice or opinion

of any actuary, barrister, solicitor, broker, accountant, medical practitioner or other

person appointed by the Supervisor or the Manager and believed by the Supervisor

of the Manager to be expert in relation to the matters on which that person is

consulted (whether or not such advice or opinion shall be or have been obtained by

it). Neither the Manager nor the Supervisor shall be responsible for anything done

or not done or suffered by it in good faith in reliance upon such opinion, advice,

statements or information.

8.7 Original Management Agreement ceases to have effect

The Manager and the Trustee hereby agree that the Original Management

Agreement ceases to have effect as of the Effective Date.

9 INVESTMENTS

9.1 SIPO

(a) The Manager shall prepare a written SIPO for the Scheme which covers each

Fund and complies with the requirements of the FMCA,40 which SIPO may be

altered by the Manager from time to time subject to the requirements of the

FMCA,41 and all moneys available for investment in a Fund shall be invested in

accordance with the provisions of the SIPO for the Scheme which apply to

that Fund. The Manager shall provide a copy of the proposed SIPO (or any

alteration to that SIPO) to the Supervisor in accordance with the timeframes

specified in the Management Agreement, and must lodge the SIPO or

alteration (as applicable) with the Registrar of Financial Service Providers to

the extent required by the FMCA.42

(b) This clause 9.1 shall not be construed so as to prohibit the Manager from

transferring amounts between Funds to accommodate the Scheme being a

single taxpayer.

9.2 Investment directions by the Manager

Subject to this clause 9 and to compliance with the Scheme’s SIPO which applies to

each relevant Fund, the Manager shall manage the investments of the Scheme and

each Fund and may, in order to perform its functions under clause 8.1 and the

FMCA,43 direct the Supervisor, or a Custodian on behalf of the Supervisor, in writing

to:

(a) purchase, acquire, sell, transfer or dispose of the investments and property;






20

(b) enter into any commitments or liabilities in respect of investments and

property;

(c) subject to the relevant SIPO, borrow or raise by any lawful means whatsoever

on behalf of the Scheme, including, without limiting the generality of the

foregoing, by entering into any form of credit facility or other financial

accommodation or by selling, discounting or dealing with bills of exchange or

other financial instruments;

(d) execute and deliver such contracts or other instruments as may be necessary

in respect of the foregoing; and

(e) take any other action which may be required in respect of investments and

property,

and the Supervisor shall (and, when a Custodian has been appointed, procure that

the Custodian shall) from time to time, to the extent of the respective funds in its

hands or control, do all things necessary on its part to act as directed in writing by

the Manager.

9.3 Supervisor’s limited duty to refuse to act

(a) The Supervisor must refuse to act (and must direct any Custodian to refuse to

act) on a direction of the Manager in the circumstances where such a refusal

is required by the FMCA44 and the Supervisor shall not be liable to Members or

the Manager for so refusing to act (or for directing any Custodian to so refuse

to act).

(b) If the Supervisor refuses pursuant to clause 9.3(a) to act (or directs any

Custodian to refuse to act) on a direction from the Manager, the Supervisor

must notify the Manager and the FMA in writing of that fact and the

Supervisor’s reasons for refusal or direction.45

(c) Subject to clause 6.7, neither the Manager nor the Supervisor shall be

responsible to any Member for the investment performance of the Scheme or

a Fund arising as a result of the Scheme or a Fund being invested in

accordance with the SIPO.

9.4 Policy to fund insured benefits

To fund Insured Benefits provided under the Scheme, the Manager may effect or

acquire through AMP an insurance Policy in the name of the Custodian or Supervisor

on the life of a Member:

(a) in such amount;

(b) payable at such time;

(c) carrying such rights and benefits; and

(d) in consideration of such premium payable at such times,




21

as the Manager has been able to arrange and Contributions of the relevant Members

shall be applied by the Manager to the extent necessary in payment of the

premiums payable by that Member under the relevant Policy.

9.5 Policy terms subject to availability

The discretion of the Manager under clause 9.4 to obtain in respect of a Member

insurance of the type and with the benefits and on the conditions required by the

Member shall be conditional upon the Member (whenever requested by the

Manager) submitting to such medical examination as AMP requires and to the

Manager being able to obtain insurance on the terms desired. In default of

obtaining the insurance desired the Manager may (without being under any

obligation or liability to provide insurance to the Member) at its discretion obtain

such other insurance as shall be agreed between the Manager and the Member.

9.6 Exercise of Policy options

The exercise of any option included in a Policy by which further insurance may be

effected may be exercised by the Member without the consent of the Manager

subject to the Member's Contribution to the Scheme increasing appropriately as

notified to the Member by the Manager.

9.7 Payments direct from AMP

Where in accordance with this Deed an amount is payable by the Manager from the

Scheme in respect of a Member pursuant to a Policy to:

(a) the Member;

(b) a Retirement Scheme;

(c) a life insurance company to purchase an annuity;

(d) an AMP Policy of life insurance nominated by the Member; or

(e) any other person authorised to receive the amount in terms of this Deed,

then the Manager may instruct AMP to pay or transfer such amount direct from the

proceeds of the Policy in respect of that Member.

9.8 Group life insurance

Group life insurance may be arranged by the Manager and provided to the

Supervisor by AMP and, if so arranged, the Manager shall administer that group life

insurance and in particular shall:

(a) advise Members in respect of whom group life insurance cover will be

provided, on the level of cover and the terms under which cover is to be

provided;

(b) arrange for the collection of premiums payable by Members and for the

payment of reinsurance premiums; and

(c) credit payments as a result of claims being made under the reinsurance

policies to the relevant Member’s Account.


22

9.9 Contrary intention

The investment obligations of the Manager or the Supervisor in relation to any Fund

under this Deed shall constitute a contrary intention for the purposes of sections

2(5) and 2(5A) of the Trustee Act 1956. However, any direction by a Member in

terms of this clause 9.9 will not exempt the Manager from its responsibilities under

the FMCA.46

9.10 Related Party Benefits

(a) The Manager and any Related Party must not enter into a transaction that

provides for a Related Party Benefit to be given except as permitted by the

FMCA.47

(b) The Manager must give notice to the Supervisor in respect of any transaction

which provides for a Related Party Benefit, in accordance with the

Management Agreement.

(c) Neither the Manager nor any such Related Party shall be liable to account to

the Supervisor or any Member for any profit arising from any such

transaction.

(d) A failure to comply with clause 9.10(a) does not affect the validity of a

transaction (subject to any Court order to the contrary).48

9.11 Where powers exercisable

The Manager or the Supervisor may exercise any of its powers of investment or

other powers within New Zealand or in any other country.

9.12 Powers exercisable over assets

Any of the Manager’s or the Supervisor's powers contained in this Deed may be

exercised by the Manager or the Supervisor (as the case may be) in respect of all or

any of the assets of the Scheme.

9.13 Membership of other schemes

Without limiting the generality of clause 9.2, the Supervisor may become a member

of any other Retirement Scheme or similar scheme, and in that event membership of

that other scheme shall be regarded as an investment of the Fund.

10 SCHEME STRUCTURE

10.1 Continuation and Purpose

The Scheme is closed to new members and is continuing now as a legacy

superannuation scheme in accordance with the FMCA, effective on and from the

Effective Date, on the basis set out in this Deed. The principal purpose of the

Scheme is to provide for retirement benefits directly or indirectly to individuals.

10.2 Name of Scheme

(a) The Scheme shall be known as the AMP New Zealand Personal

Superannuation Fund or, subject to compliance with all applicable legislation





23

and any other relevant regulatory requirement, by such other name as the

Manager may from time to time determine.

(b) The Scheme currently consists of four Plans:

(i) Portfolio Plan;

(ii) Investment-Linked ULA/J Plan;

(iii) Investment-Linked ULR Plan; and

(iv) Investment-Linked ULRS Plan.

(c) Members of all Plans invest in one of the following Funds as provided by the

relevant Schedule applicable to the relevant Plan:





10.3 Plan Schedules

A Member's investment in the Scheme shall be governed by the additional provisions

set out in Schedule 1 to Schedule 4 according to the Plan through which the Member

participates in the Scheme.

11 MEMBERSHIP

11.1 Members bound by this Deed

A person on becoming a Member shall be deemed to have approved of and shall be

bound by all the provisions of this Deed. Except where expressly provided in this

Deed to the contrary or where the context does not so permit, all the benefits and

provisions (including but not limited to those benefits and provisions which are

expressed to enure for the benefit of and are binding on each Member) contained in

this Deed, enure for the benefit of and are binding on each Member and legally

enforceable as between the Manager, the Supervisor and Members.

11.2 Cessation of membership

The Member shall cease to be a Member and no benefit will be payable from the

Scheme:

(a) if the Member's Account has reduced through any circumstance to the extent

that the value of the Member's Account is zero;

(b) upon final payment of his or her benefit under clause 15;

(c) immediately, if any Contribution is not paid within one calendar month of its

due date and the Manager is not entitled to pay an Early Benefit in respect of

Initial Units in accordance with the provisions of the relevant Plan; or


24

(d) at the expiration of one calendar month, if at any time the value of the Units

holdings in respect of the Member is insufficient to pay any fees, charges

and/or Policy premium in respect of that Member which has become payable

in accordance with this Deed.

11.3 Transfer out

The Manager may (in addition to its right to transfer Members under the FMCA49) at

its and AMP’s absolute discretion upon the written request of a Member transfer all

the moneys (if any) payable to the Member to an AMP Policy of life insurance

nominated by the Member (subject to AMP's consent) or to another Retirement

Scheme (subject to the relevant manager's consent), and:

(a) that Member shall thereupon cease to be a member of the Scheme; and

(b) the Manager shall not be required to see to the subsequent application of the

assets so transferred.

11.4 Membership does not confer specific interests

Membership in the Scheme does not confer any interest in any particular investment

comprised in a Fund or the Scheme, and no Member shall be entitled to require the

transfer to the Member of any of the investments of any Fund or the Scheme or

otherwise give directions in relation to any of the investments of a Fund or the

Scheme.

12 UNITS

12.1 Allocation Prices and Release Prices binding

Allocation Prices and Release Prices determined pursuant to this Deed are, in the

absence of an error (and subject to clauses 8.1(k) and 8.1(l)), final and binding on

all Members and any other persons claiming a beneficial interest in the Scheme

Property.

12.2 Determining prices

The Manager shall determine the Allocation Price, and Release Price for an Initial

Unit or an Investment Unit (as the case may be) on each Valuation Day (which shall

be at least once every 5 Business Days) in accordance with Rule 3 of Schedule 1 and

Rule 4 of each of Schedules 2 to 4 (as applicable), and rounding the Allocation Price

and Release Prices 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.

12.3 Not transferrable

Units are not transferrable to another person.



25

13 CONTRIBUTIONS

13.1 Amount of contributions

A Member shall contribute such amounts at such times as are agreed between the

Manager and the Member from time to time, subject to such minimum amounts as

are determined by the Manager from time to time, including without limitation, in

accordance with the provisions of the relevant Schedule in respect of a Plan.

13.2 Member’s Account

(a) The Manager shall establish and maintain a Member's Account for the

purposes of receiving Contributions and other amounts paid in respect of the

Member, paying moneys to the Member and paying premiums, fees and

charges due and payable by the Member.

(b) All amounts received by the Manager from or on behalf of a Member are

represented by the Initial Units and/or Investments Units (as the case may

be) described in Rule 2 of each of Schedules 1 to 4. These Investment Units

are allocated at their Allocation Price next determined after payment is

received by the Manager.

(c) The value of a Member's Account at any time is represented by:

(i) the number of Investment Units held at their Release Price; and

(ii) where the Member’s Plan requires an Initial Unit Obligation, the number

of Initial Units held at their Release Price reduced by application of a

Cash Value Factor described in Rule 3.1(b) of each of Schedules 2 to 4.

(d) There shall be paid into the Member's Account:

(i) any amount paid as a Contribution which amount shall be paid into the

Member's Account on that day it is received by the Manager (or any

person appointed by the Manager to receive Contributions on its

behalf);

(ii) any amount (including Insured Benefits) payable or provided by the

Manager in accordance with the provisions of this Deed; and

(iii) any amount payable to the Member pursuant to clause 16.3.

(e) There shall be paid out of the Member's Account, in each case in full or in

part:

(i) premiums or instalments in respect of the Insured Benefits, the amount

of such premiums or instalments being ascertained in accordance with

the Membership Certificate and the relevant insurance policy;

(ii) any fees, expenses and charges payable to the Manager under clauses

17 and 18; and

(iii) any benefits payable in accordance with clause 15.


26

(f) Each month Investment Units will be released from a Member's Account to

pay for any fees, expenses and charges payable to the Manager under clause

13.2(e)(ii). Investment Units will also be released to pay any Insured Benefit

premiums or instalments which fall due and are unpaid. If no Investment

Units are held then Initial Units (if any are held) will be released to make

these payments.

(g) There shall be paid to the Member out of the Member's Account any amount

payable in accordance with the provisions of this Deed (other than any

amount payable under any “Waiver of Premium Benefit” referred to in the

relevant Membership Certificate).

13.3 Assets in trust to provide benefits

All Contributions to a Member’s Account and any other moneys or property forming

part of the Scheme which are received by the Manager (or applied as directed by the

Manager) shall be held in trust by the Supervisor or a Custodian appointed in

accordance with clause 7.3 or 7.4. Contributions to the Scheme by a Member shall

be applied in accordance with this Deed to provide benefits for or in respect of that

Member.

13.4 Uncleared funds

The Manager shall treat any Units issued against any Contribution provided other

than in cleared funds that do not subsequently clear as a withdrawal from the

Scheme.

13.5 Units issued in error

Subject to clauses 8.1(k) and 8.1(l), Units that the Manager determines have been

issued in error will be treated at the time of any such determination as being subject

to a withdrawal, and the Manager shall effect a withdrawal from the Scheme

accordingly.

14 VALUATIONS50

14.1 Net Asset Value of Fund

Pursuant to clause 8.1, the Manager shall calculate the Net Asset Value of each Fund

as frequently as the Manager may consider necessary or desirable from time 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.

14.2 Determining Market Value

For the purpose of determining the Net Asset Value of each Fund under clause 14.1,

the Manager shall determine the market value of each asset in 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 (subject

to Rule 3 of Schedule 1 in respect of B Units), (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

50 Section 135(1)(d) of the FMCA.


27

qualified person for the purpose of fixing the market value of any such asset (but is

not under any duty to do so).

14.3 Determining Liabilities

For the purpose of determining the Net Asset Value of a Fund under clause 14.1, 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:

(a) apportion the Liabilities of the Fund generally among the Funds on such basis

as the Manager considers appropriate and fair and equitable for Members;

(b) take account of each debt, Liability, provision, cost, charge, expense,

outgoing, Tax obligation or other matter as the Manager considers

appropriate; and

(c) without limitation to the above, take account of the amount of the Manager’s

fees determined in accordance with clause 18.1,

and, for the avoidance of doubt, may exclude certain liabilities from the Liabilities

taken into account, or expenses charged to accounts (whether or not those amounts

are required to be treated as liabilities for accounting purposes).

14.4 Reliance by Supervisor

The Supervisor shall be entitled to rely on the Manager’s calculations under this

clause 14, 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.

15 BENEFITS

15.1 Benefits funded by investments

Where the Manager has effected or acquired investments to fund the benefits

provided under the Scheme, the benefit of a Member shall consist of the value of the

Member's Account as determined from time to time or at any relevant time by the

Manager in accordance with the provisions of the relevant Schedule in respect of a

Plan to which the Member belongs, and the benefit shall be paid or applied in

accordance with the provisions of this Deed.

15.2 Benefits funded by Policy

Where the Manager has effected or acquired a Policy or Policies to fund benefits

provided under the Scheme in addition to any other investments made pursuant to

the provisions of this Deed, the benefit of a Member under the Scheme shall include

the amount (if any) payable under the Policy in respect of that Member, and the

benefit shall be paid or applied in accordance with the provisions of this Deed.

15.3 Member not to charge benefits

The benefits under a Fund are strictly personal and shall not in any way be assigned,

charged, alienated, or borrowed against by a Member.


28

15.4 Absolute forfeiture on bankruptcy

To the extent permissible by applicable law, the benefits being provided under the

Scheme in respect of a Member shall be absolutely forfeited if the Member becomes

bankrupt on or after the date on which a benefit becomes payable and the Manager

may in its absolute discretion pay or apply the whole or any part of the benefits

which have in accordance with this clause 15.4 been forfeited to or for the benefit of

any one or more of the Member or his or her dependants in such shares and

proportions and in such manner as the Manager shall in its absolute discretion

determine.

15.5 Unable to manage own affairs

If in the opinion of the Manager the Member is unable to manage his or her own

affairs, the benefits being provided under the Scheme in respect of that Member

may be administered by the Manager on that Member's behalf on or after the date

on which a benefit becomes payable under this Deed in respect of that Member.

15.6 Payment of benefit on Maturity, Permanent Incapacity, permanent

emigration or early retirement

Subject to the other provisions of this Deed, the Member's benefit from the Scheme

shall be payable in the event and at the time and to the persons set out in this

clause 15.6:

(a) a Member at Maturity;

(b) a Member permanently (in the opinion of the Manager) emigrating from

New Zealand;

(c) (except in the case of the Portfolio Plan) a Member becoming (in the opinion

of the Manager) Permanently Incapacitated; or

(d) (except in the case of the Investment-Linked ULRS Plan) a Member ceasing

full time employment prior to age 60,

to the Member upon his or her request in writing for such payment (or, in the case

of clause 15.6(c), to a person having authority to administer the estate of a person

who is subject to a court order under the Protection of Personal and Property Rights

Act 1988) provided that if a request by a Member pursuant to this clause 15.6 shall

require payment of some but not the whole of the benefit (and the terms of the

Policy (if any) funding the benefit permit) then such part only shall be paid pursuant

to this clause 15.6 and the remainder of the investments held on behalf of that

Member including the remainder of the Policy (if any) funding the Member's benefits

shall continue to be held as directed by the Manager until the Member's further

request.

15.7 Calculation of benefits on Maturity, Permanent Incapacity, permanent

emigration or early retirement

Upon the occurrence of the following circumstances, benefits shall be payable to a

Member as follows:

(a) on that Member’s Maturity, the Manager will arrange for the release of all

Investment Units and Initial Units (if any) held in that Member’s Member’s


29

Account at their Release Price next determined and for the cash value to be

paid as a benefit;

(b) in the circumstance specified in clause 15.6(c), the Manager will pay as a

benefit the sum obtained by releasing all Investment Units and Initial Units (if

any) held in that Member’s Member’s Account at the Release Price next

determined after the Manager receives all necessary information; and

(c) in any of the circumstances specified in clause 15.6(b) or 15.6(d), the

Manager will pay as an Early Benefit the amount calculated in accordance with

Rule 5.3 of Schedule 2, Rule 5.3 of Schedule 3 or Rule 6.3 of Schedule 4, as

the case may be in the relevant Schedule applicable to the relevant Plan.

15.8 Policy in lieu of payment

A Member who has become presently entitled to receive any benefit from the

Scheme under clause 15.6 may take a lump sum or, with the prior approval of the

Manager and of the relevant insurer, accept a policy (including an annuity policy) in

lieu of the whole or any part of the benefit.

15.9 Payment of access benefit on request of Member

(a) Subject to clauses 15.9(b) and 15.15, if the Member prior to Maturity

requests to withdraw a benefit from the Scheme (other than by reason of

circumstances in which a benefit becomes payable in accordance with clauses

15.6, 15.12 and 15.13) then an access benefit will be payable and the amount

and the payment of the benefit shall subject to the other provisions of this

Deed be determined in accordance with clause 15.10.

(b) In the case of the Investment-Linked ULRS Plan, notwithstanding anything in

clause 15.9(a) an access benefit shall not be payable prior to the anniversary

of the commencement of the Member’s membership of that Plan occurring

five years preceding Maturity, except as may otherwise be permitted by the

Manager (in its absolute discretion).

15.10 Amount of access benefit

(a) Subject to clauses 15.9(b) and 15.15, the Member may withdraw some or all

of the Member’s benefit from the Scheme by making application in writing in a

form approved by the Manager. Such withdrawal will be subject to a

minimum of the lesser of an amount determined by the Manager from time to

time, and the total value of the Member’s benefit from the Scheme on the

date of receipt by the Manager of a duly completed application for payment.

(b) Where clause 15.11(a)(ii) applies to the payment of a Member’s benefit, the

amount of each instalment of the benefit will be determined according to the

value of the Member’s Account at the time the instalment is to be paid. The

total value of the Member’s benefit from the Scheme will be the aggregate

value of the instalments paid.

15.11 Payment of access benefits

Any benefit payable under clause 15.9:

(a) (i) shall, subject to clauses 15.11(a)(ii) and 15.15, be paid upon receipt by

the Manager of a duly completed application for payment and such


30

further evidence of entitlement to payment as the Manager may

require; and

(ii) shall, in the case of:

a Member who has agreed to pay an initial lump sum Contribution

only under the Investment-Linked ULA Plan established on or after

the 10th day of February 1992;

an Investment-Linked ULA/J Plan established on or after the 10th

day of February 1992 pursuant to a transfer into the Scheme in

accordance with the Original Deed;

an Investment-Linked ULA/J Plan in respect of which this

subparagraph has been applied by the Manager pursuant to

Rule 2.3 of Schedule 2;

an Investment-Linked ULR Plan; or

an Investment-Linked ULRS Plan,

be paid in such instalments and over such periods as the Manager may

determine from time to time; or

(b) at the Member's written request and with the approval of the Manager and

AMP shall be transferred to an AMP policy of life insurance (including an

annuity policy) in lieu of the whole or any part of the benefit.

15.12 Payment of benefit on death

Upon a Member dying before Maturity or after his or her benefit from the Scheme

has become payable under clauses 15.6 to 15.11 above but before he or she has

received the whole of that benefit then that benefit or so much of it as remains

unpaid shall be paid or applied in accordance with clauses 15.13 and 15.14. On that

Member’s death, the Manager will pay as a benefit the sum obtained by releasing all

Investment Units and Initial Units (if any) held in that Member’s Member’s Account

at the Release Price next determined after the Manager receives all relevant

information.

15.13 To whom benefit on death is payable

The Manager shall pay or apply the amount payable under clause 15.12 in respect of

the Member in either or both of the following ways and in such shares and

proportions as the Manager may in its absolute discretion determine, subject to any

requirements of applicable law:

(a) in payment to the personal representatives of the deceased Member;

(b) in payment to or for the benefit of any one or more of the dependants of the

deceased Member in such shares and proportions as the Manager in its

absolute discretion determines,

and he or she shall thereupon cease to be a Member of the Scheme.


31

15.14 Advance to personal representatives

Where any amount is to be paid to the personal representatives of a deceased

Member, the Manager may advance to such personal representatives upon such

terms and conditions as the Manager may determine such part of the benefit as the

Manager may decide will enable the personal representatives to discharge any death

succession probate estate or other duties payable on or by reason of that Member's

death prior to probate or letters of administration being granted.

15.15 Provisions in respect of a Plan apply

A Schedule may specify provisions in relation to payment of benefits provided by a

Plan, in addition to, in place of or by way of amendment to, this clause 15. In the

event of any inconsistency between this clause 15 and the terms of the Schedule for

a Plan, the Schedule will prevail in respect of that Plan.

16 AMP SHARE ENTITLEMENT

16.1 Vesting of right to proceeds

Without limiting any other provision of this Deed, with effect from 11 December

1996 Members to whom a portion of the AMP Share Entitlement is attributable

(“Eligible Members”) shall have a contingent right to receive the proceeds from

the AMP Share Entitlement (less any expenses deducted under clause 16.3) in

equitable proportions as determined by the Manager in its sole discretion. That right

shall vest in the Eligible Members when the AMP Share Entitlement has been sold in

its entirety.

16.2 Rights of Eligible Former Members

Eligible Members whose membership of the Scheme has otherwise terminated over

the period between 11 December 1996 and the date when the AMP Share

Entitlement is sold in its entirety (“Eligible Former Members”) shall remain

Members up to and including the latter date for the sole purpose of obtaining a

vested right to receive their equitable proportions (as determined by the Manager in

its sole discretion) of the proceeds from the AMP Share Entitlement.

16.3 Application of proceeds

The Manager may at its discretion (at such time or times, over such period or

periods and in such manner as it thinks fit) sell, or direct or approve the sale of, the

AMP Share Entitlement and shall pay the proceeds into Eligible Members' Member’s

Account or directly to Eligible Former Members (as the case may be) as soon as

practicable after sale of the entire AMP Share Entitlement, in each case in proportion

to the level of the Eligible Member's or Eligible Former Member's entitlements under

clause 16.1 and after the Manager has reimbursed itself for the expenses reasonably

incurred in holding and dealing with the AMP Share Entitlement.

16.4 Unclaimed entitlements

The Manager may (instead of dealing with them in accordance with clause 16.3) pay

an Eligible Member’s or Eligible Former Member's AMP Share Entitlement under

clause 16.3 in full satisfaction of such person’s AMP Share Entitlement:

(a) to the Crown pursuant to section 77 of the Trustee Act 1956;

(b) provided the Manager has used reasonable endeavours to identify and locate

the relevant person entitled to the AMP Share Entitlement and has failed to


32

identify and/or locate that person, into the Reserve Account in accordance

with clause 19.1; or

(c) into a bank account with a registered bank in New Zealand established and

maintained by the Manager, provided the Manager has declared that amounts

held in that bank account will be held on a separate bare trust for the persons

entitled to the deposited amounts until that person can be located and such

amounts paid to that person (without any obligation on the Manager to invest

such amounts further). For the avoidance of doubt:

(i) money paid into such bank account will be treated as distributed for the

purposes of clause 16.3;

(ii) the balances of such bank account shall not form part of the Scheme

Property;

(iii) the obligations of the Manager under this Deed shall not apply in

respect of the amounts held in such bank account;

(iv) more than one person’s AMP Share Entitlements may be deposited in

such bank account;

(v) such bank account may be the same bank account as referred to in

clause 23.1(e);

(vi) following the deposit of any unclaimed AMP Share Entitlements into

such bank account, the Manager shall use reasonable endeavours to

identify and locate persons entitled to the deposited amounts and upon

receipt of satisfactory evidence (in the Manager’s sole discretion) of

such AMP Share Entitlement, pay the relevant amounts to such

persons; and

(vii) the rights of the Manager under this clause 16.4 are without prejudice

to its rights under any applicable law, including without limitation, its

right to pay any unclaimed AMP Share Entitlements to the Crown

pursuant to section 77 of the Trustee Act 1956.

17 REIMBURSEMENT OF EXPENSES AND CHARGES

17.1 Costs associated with investments

All costs, Taxes and legal fees and other fees, disbursements and expenses incurred

by the Manager and the Supervisor or any other person:

(a) in connection with the investigation of, negotiation for and acquisition of any

asset or in connection with any sale, transfer, exchange, replacement or other

dealing with or disposal of any asset; or

(b) in respect of the Scheme or the assets including a contribution towards the

cost of establishing and maintaining any office premises, equipment, or

employees by the Manager or the Supervisor or any other person;


33

shall be payable by the Scheme.

17.2 Reimbursement of charges and expenses

The Manager and the Supervisor shall be paid such amounts by way of

reimbursement to them for all Taxes and other charges and expenses (including

amounts payable to agents or advisers but excluding Taxes levied on the Manager

on its taxable income) directly incurred by or on behalf of the Manager or Supervisor

in or about the due and proper performance of its functions and duties under this

Deed.

17.3 Withholdings and deductions

The Manager or the Supervisor may from time to time make provision (which shall

include making any withholding or deduction from any amount or a Member’s

Account) in relation to the Scheme, or any asset of the Scheme, or any Member, for

any income or other Tax (including deferred tax or any withholding tax) which is or

is expected to be a liability of or to become payable by:

(a) the Scheme;

(b) the Manager or the Supervisor in respect of such asset;

(c) the Manager or the Supervisor on behalf of the Scheme; or

(d) the Manager or the Supervisor on behalf of any Member.

The Manager or the Supervisor (as the case may be) shall pay any such amounts so

deducted to the relevant authority entitled to such amounts and any amounts

payable to a Member by the Manager or the Supervisor (as the case may be) shall

be the net amount after any such deductions have been made.

17.4 Deductions for life insurance premiums or any other amounts

The Manager may deduct from a Member's Account life insurance premiums and any

other amounts, fees, and charges payable under this Deed to the Manager, AMP,

any investment manager or any administration manager.

17.5 Deductions advised by Actuary

The Manager may deduct from the Scheme from time to time as a charge the

amount of the difference between the total value of the Scheme (after allowing for

all Contributions and all fees and charges payable under this Deed) and the sum of

the reserves held from time to time by the Manager in respect of the Members on

the advice of the Actuary as sufficient to meet the obligations to the Members in

terms of this Deed.

17.6 Net fees and expenses

All amounts payable by the Manager in the course of the administration of this Deed

including:

(a) fees and charges payable pursuant to this Deed (except any investment

charges provided for in Rule 8 of Schedule 1, Rule 8 of Schedule 2, Rule 8 of

Schedule 3, and Rule 9 of Schedule 4 to the extent that such charges are

gross charges); and


34

(b) as a result of the application of the Cash Value Factor (as described in Rule

3.1(b) of each of Schedules 2 to 4),

(together called the “Net Fees”) are payable as a cost to the relevant Fund or

Member's Account and calculated after allowing for deductions for Taxes available to

the relevant Fund at the time of payment. In addition to the Net Fees the Manager

will also be paid wholly or in part from the relevant Funds (to the extent equitable

between Members), or from the Release Prices payable to the relevant Member, or

from the relevant Member’s Member’s Account in accordance with clauses 13.2(e)(ii)

and 17.4, an amount that is the difference between the Net Fees and the Gross Fees

where the Gross Fees (“Gross Fees”) are calculated in accordance with the

following formula:

Gross Fees = Net Fees x [1]

[1-Tax]

Where:

Gross

Fees

- is the gross amount payable from the Scheme’s

assets to the Manager.

Net

Fees

- bears the meaning given to that expression in this

clause and includes any alteration to such fees

arising from the operation of Schedule 1 or

Schedule 2 or Schedule 3

Tax - is the highest marginal rate of Tax applicable to the

relevant Plan at the time of payment of the Net

Fees to the Manager.

17.7 The difference between the Net Fees and the Gross Fees shall be paid wholly or in

part to the Manager for its benefit from the relevant Funds (to the extent equitable

between Members), or from the Release Prices payable to the relevant Member, or

from the relevant Member’s Member’s Account in accordance with clauses 13.2(e)(ii)

and 17.4, at the same time as payment of the Net Fees is made pursuant to this

Deed.

17.8 Any Plan related cost to be met by Member

Where the provisions of this Deed require the Manager:

(a) to pay any charge on Contributions or premiums, any Plan or Policy fee, any

charge on full or partial Early Benefit payments, any charge on assets, or any

other amount in the nature of a fee or charge;

(b) to pay any Taxes; or

(c) to supply at the Manager's expense any evidence as to that Member's state of

health, or otherwise,

such amounts or such evidence shall be paid or supplied by that Member, as the

case may require, without cost to the Manager.


35

18 REMUNERATION OF THE MANAGER AND SUPERVISOR

18.1 Manager’s fees

(a) The Manager shall be paid fees in consideration for the services performed by

it (including the Annual Plan Fee) and other charges provided for in Rule 8 of

Schedules 1 to 3, or Rule 9 of Schedule 4 (as applicable) directly incurred by

or on behalf of the Manager in or about the due and proper performance of its

functions and duties under this Deed.

(b) The Manager shall be entitled to be paid and to retain the differential between

Allocation Prices and Release Prices of Initial Units and Investment Units

provided for in Rule 3 of Schedule 1 and Rule 4 of Schedules 2 and 3.

(c) The Manager shall be entitled (at its discretion) to wholly or in part deduct

any of the following from the Release Prices of Units in the Funds or from a

Member’s Account in accordance with clause 13.2(e)(ii):

(i) any Initial Unit Obligation provided for in Rule 3.1 of each of Schedules

2 to 4;

(ii) switching and redemption charges made pursuant to Rules 2.3 and

5.2(a) of Schedule 2, Rules 2.3 and 5.2(a) of Schedule 3, and Rule 2.3

and 6.2(b) of Schedule 4;

(iii) any amounts remaining after the application of the Cash Value Factors

provided for in Rule 3.1(b) of each of Schedules 2 to 4;

(iv) the amounts deducted pursuant to clause 17.5;

(v) the amounts payable to the Manager pursuant to clauses 17.6 and

17.7.

18.2 Supervisor’s annual fee51

The Manager shall pay an annual fee to the Supervisor, calculated in such a manner

and of such amount, as the Supervisor and the Manager may agree from time to

time, provided that notwithstanding any other provision of this Deed, the Supervisor

shall make no charge to Members for its services, except that where the Supervisor

performs services in respect of the Scheme that were previously performed under

the Original Management Agreement by an administration manager, the Supervisor

shall be entitled to be remunerated on the same basis as that administration

manager was entitled to remuneration. The Manager shall not be entitled to seek

reimbursement from the Scheme Property in respect of all or any part of such fees

paid by the Manager to the Supervisor.

18.3 GST etc

The Supervisor and the Manager are entitled to receive, in addition to the fees

referred to in this clause 18, any GST or similar Tax payable in respect of such fees,

to be calculated on the Gross Fees payable.

51 Section 135(1)(f) of the FMCA.


36

18.4 Special fees

In addition to any fee payable to the Supervisor under clause 18.2, the Supervisor is

entitled to charge in respect of the Scheme such special fees, on a time cost and

reasonable disbursements basis, as the Manager may agree from time to time

(which agreement shall not be unreasonably withheld), provided that the Manager

shall not be entitled to seek reimbursement from the Scheme Property in respect of

all or any part of such fees paid by the Manager to the Supervisor.

19 RESERVE ACCOUNT AND BANK ACCOUNT

19.1 Reserve Account

The Manager may set aside and establish in respect of the Scheme from its assets or

from any unclaimed amounts such sum or sums as the Manager considers

appropriate to an account to be known as the Reserve Account. The amount

standing to the credit of such account shall be held by the Manager as a reserve or

contingency fund and may be applied in whole or in part from time to time at the

discretion of the Manager in or towards:

(a) satisfying any expenses or liabilities of the Scheme where the Manager

considers that such expenses or liabilities should be paid in whole or in part

from such Reserve Account;

(b) making ex gratia payments to any Member; and/or

(c) transferring to the Scheme generally any amount the Manager considers to be

in excess of the Manager's requirement for the Reserve Account.

19.2 Bank accounts

A bank account or accounts in the name of the Supervisor or a Custodian appointed

in accordance with clause 7.3 or 7.4 may be opened and maintained for the Scheme.

All moneys held for the Scheme, shall be paid to the credit of such bank account or

bank accounts, or such other account as may be agreed by the Supervisor and be

permitted by law. The Supervisor shall determine the persons authorised to operate

such bank accounts.

20 AUDITOR

20.1 Appointment and remuneration

A licensed auditor or registered audit firm selected by the Manager after consultation

with the Supervisor and entitled by law to act as such,52 must be appointed as

Auditor of the Scheme. The Manager and the Supervisor must agree upon the

services to be performed and reports to be provided by the Auditor and their scope,

having regard to requirements under the FMCA53 and in accordance with the

Management Agreement. The remuneration of the Auditor shall be determined by

the Manager on an arm’s length basis.

20.2 Removal/Retirement

The Auditor may at any time and from time to time be removed by the Manager with

notice to the Supervisor. The Manager must remove the Auditor if the Supervisor

52 Section 461E of the FMCA.

53 Section 218 of the FMCA and Regulations 108 and 109 of the FMC Regulations.


37

believes it to be in the best interests of the Scheme and/or Members and instructs

the Manager to remove the Auditor.

The Auditor may retire upon giving the Manager 30 days’ notice in writing.

20.3 New appointment

Any vacancy in the office of the Auditor occurring must be filled by the Manager,

subject to the approval of the Supervisor, appointing as Auditor a licensed auditor or

registered audit firm entitled by law to act as such.

20.4 Restrictions on Auditor

The Auditor may be the Auditor of the Manager, or of the Supervisor, or of an

Associated Person of either the Manager or the Supervisor or of any other scheme or

fund whether of a similar nature to the Scheme or otherwise.

20.5 Compliance with FMCA auditor requirements

The Manager must comply with the requirements in the FMCA relating to the

appointment of the Auditor and the Auditor’s obligation to report to the Supervisor.54

21 REGISTER AND CONFIDENTIALITY

21.1 Register to be maintained

The Manager shall keep and maintain or cause to be kept and maintained in respect

of the Scheme an up-to-date register of Members in the Scheme. Such registers

shall:

(a) be kept in the manner;

(b) contain the content;

(c) be audited; and

(d) be available for inspection,

as required by the FMCA.55

21.2 Details in Registers of Members

The Register of Members shall show the full names and addresses and particulars of

the benefits of each Member under the Scheme.

21.3 Confidentiality

Except where required by law, the Manager and the Supervisor shall regard as

confidential all information disclosed to it in connection with the administration of

the Scheme and all related matters, PROVIDED THAT the information may be passed

to those directly concerned with the administration of the Scheme or payment of

benefits under the Scheme.

54 Clauses 1 to 3 of Schedule 13 to the FMC Regulations.

55 Sections 215 to 223 of the FMCA and Regulations 109 and 110 of the FMC Regulations.


38

22 WINDING UP

22.1 Supervisor notification of the Scheme wind up

The Scheme or a Plan within the Scheme shall be wound up if the Manager gives 60

days’ written notice (or such other notice as the Supervisor shall agree with the

Manager) to the Supervisor that the Scheme or Plan is to be wound up, the

Scheme’s registration is cancelled or if the Scheme is required to be wound up under

the FMCA.56 If the Manager notifies the Supervisor that the Scheme or Plan is to be

wound up, the wind-up shall take effect on the date (Wind-up Date) specified for

that purpose in the notice. Where the Scheme is being wound up, the provisions of

the FMCA, relating to the winding up of the Scheme, shall apply to the winding up of

the Scheme.57

22.2 Member notification

Where the Scheme or a Plan within the Scheme is being wound up, the Manager

must give to each Member who has an interest in the Scheme or that Plan written

notice of the winding up at least one (1) month prior to the Wind-up Date and of the

intention of the Supervisor to distribute to Members the assets of the Scheme or

assets attributable to that Plan (as applicable).

22.3 Winding Up Entitlements may be satisfied through the distribution of units

in another scheme or fund

Where the Manager believes it is in the best interests of Members of the Scheme or

Plan (as the case may be) generally to do so, the Manager may (subject to clause

22.4) provide those Members with the choice of having their Winding Up

Entitlements paid in cash or through the distribution (in specie) of units in another

Registered Scheme or a fund of another Registered Scheme in accordance with this

clause (“Default Option”). If the Manager makes such an election, the notice given

by the Manager pursuant to clause 22.2 shall invite the relevant Members to elect,

within such reasonable period as the Manager may prescribe:

(a) to receive payment in cash; or

(b) to have the Member’s Winding Up Entitlements satisfied by the distribution (in

specie) of units in a Registered Scheme or a fund of another Registered

Scheme specified in respect of the Member in the notice given by the Manager

pursuant to clause 22.2 in respect of the Member’s Units, which Registered

Scheme or fund (“Default Fund”) must:

(i) allow units to be redeemed at any time (subject, if at all, only to the

Manager’s right to suspend redemptions in specified circumstances) in

respect of the relevant Member;

(ii) have a similar investment choices or funds to the Funds made available

to the relevant Plan and be able to invest in similar asset categories (as

prescribed by clause 1(4) of Schedule 4 to the FMC Regulations), and in

similar proportions, to those in which the relevant Fund made available

to the relevant Plan is permitted to invest under the Scheme’s SIPO;


57 Sections 171, 212 and 213 of the FMCA.


39

(iii) have the Manager or a person Related to the Manager (within the

meaning of the FMCA) as the manager;

(iv) be continuously offered and redeemed on a basis calculated wholly or

mainly on the value of the Default Fund’s property;

(v) not be a superannuation scheme or fund in a superannuation scheme

as defined in the FMCA;

(vi) not require affected Members to pay withdrawal fees upon the

Manager’s distribution (in specie) of units in the Default Fund in

accordance with clause 22.5;

(vii) not have higher overall fees than the Scheme or relevant Plan or have

individual withdrawal fees which would exceed those applying to the

Members; and

(viii) not have (under its terms, due to waiver or otherwise) individual

contribution fees on the units to be issued for the purpose of the

distribution in specie pursuant to this clause 22.

22.4 Supervisor Review

(a) Where the Manager proposes to utilise the Default Option in respect of the

Scheme or a Plan, the Manager must, before giving notice to the Members in

accordance with clause 22.2, provide to the Supervisor for review:

(i) a statement of the grounds upon which the Manager has determined

that offering the Default Option is in the best interests of affected

Members generally;

(ii) details of each Default Fund, including details as to its satisfaction of

the conditions set out in clause 22.3(b)(i) to 22.3(b)(viii); and

(iii) an engagement plan (“Engagement Plan”) setting out the steps the

Manager will take to ensure that it has used all reasonable endeavours

in the circumstances to make contact with the relevant Members and

encourage them to make an election under clause 22.3 in respect of

their Winding Up Entitlements,

(together, the “Default Option Plan”).

(b) Upon receipt of the Default Option Plan, the Supervisor shall review the

Manager’s decision to utilise the Default Option and the proposed process for

doing so, to determine whether in doing so the Manager has:

(i) complied with its obligations under this Deed and the FMCA; and

(ii) acted reasonably and fairly in determining that offering the Default

Option is in the best interests of Members in the Scheme or the

relevant Plan.


40

(c) If the Supervisor does not notify the Manager within 15 Business Days of

receipt of the above information (“Default Period”), or such other period of

time that the Supervisor reasonably requires to carry out its review under

paragraph 22.4(b) as agreed between the Supervisor and the Manager prior

to the end of the Default Period (“Alternative Period”), that it believes the

Manager has not or may not comply with its obligations under this Deed or

the FMCA, or has not acted reasonably and fairly in determining that offering

the Default Option is in the best interests of the Members in the Scheme or

the relevant Plan, the Manager may give notice to the Members in accordance

with clause 22.2.

(d) If the Supervisor does notify the Manager within the Default Period or

Alternative Period (as applicable) that it believes the Manager has not or may

not comply with its obligations under this Deed or the FMCA, or has not acted

reasonably and fairly in determining that offering the Default Option is in the

best interests of the Members in the Scheme or the relevant Plan, then the

Manager will consider the reasons provided by the Supervisor for giving that

notification, and will notify the Supervisor of the actions the Manager intends

to take as a result, which may be to do any of the following:

(i) proceed with the wind up of the Scheme or the relevant Plan, in which

case, unless paragraphs (ii) or (iii) below apply, the Manager must pay

each Member’s Winding Up Entitlements in cash only;

(ii) submit replacement information under paragraph 22.4(a), in which

case the process set out in this clause 22.4 shall be followed in respect

of that replacement information; or

(iii) subject to compliance with this Deed and the FMCA and the

Supervisor’s rights under the FMCA and the Financial Markets

Supervisors Act 2011, take any other action it considers appropriate in

the circumstances.

22.5 Default Fund option

Where:

(a) the notice given by the Manager pursuant to clause 22.2 specifies a Default

Fund for a Member in respect of the Scheme or a Plan; and

(b) after implementation of the Engagement Plan, no election is received from the

Member by the end of the prescribed notice period,

the Manager shall cause the Member’s Winding Up Entitlements in respect of the

Scheme or that Plan to be satisfied by the distribution (in specie) of units in the

relevant Default Fund.

23 PROCEDURE ON WINDING UP

23.1 Winding up

(a) From and after the Wind Up Date of the Scheme or a Plan, the Supervisor

shall:


41

(i) sell and realise the assets of the Scheme, or assets of the relevant

Plan, maintained under the Deed and make provision for any debts and

benefits due but unpaid and the costs of winding up other than units in

a Default Fund to be distributed to Members in satisfaction of their

Winding Up Entitlements; and

(ii) acquire such units in a Default Fund to be distributed (in specie) to

Members in satisfaction of their Winding Up Entitlements,

as soon as reasonably practicable.

(b) A Member shall be entitled in satisfaction of the Member’s entitlements on a

winding up of the Scheme or a Plan to the distribution of either cash or units

in the relevant Default Fund equal in value to the Member’s Winding Up

Entitlements.

(c) On a winding up of the Scheme or a Plan, the Supervisor shall:

(i) First, pay or retain all costs, charges, expenses, Tax and liabilities

incurred and payments made by or on behalf of the Supervisor or the

Manager and payable from the Scheme and of all remuneration payable

to the Manager;

(ii) Secondly, pay an amount equal to the Winding Up Entitlements of

Members (including holders of fractional units) whose Winding Up

Entitlements are to be paid in cash, and distribute to any Member who:

(A) has elected to receive units in a Default Fund pursuant to clause

22.3; or

(B) not made an election and whose Member’s Winding Up

Entitlements are to be satisfied by the distribution of units in a

Default Fund pursuant to clause 22.5,

units in the relevant Default Fund equal in value to the Member’s

Winding Up Entitlements for the Member’s Units in the relevant Fund, in

satisfaction of those entitlements.

(d) If in the opinion of the Supervisor it shall be expedient to do so (including,

without limitation, in circumstances where final audited accounts have not

been prepared or distributed in accordance with applicable laws), the

Supervisor may make interim payments or distributions on account of the

moneys to be distributed in accordance with clause 23.1(c).

(e) The Manager may pay a Member’s Member’s Winding Up Entitlements

pursuant to clauses 23.1(c)(ii) and 23.1(d) in full satisfaction of such Winding

Up Entitlements or interim payment of such Winding Up Entitlements:

(i) to the Crown pursuant to section 77 of the Trustee Act 1956;

(ii) provided the Manager has used reasonable endeavours to identify and

locate the Member entitled to their Member’s Winding Up Entitlements


42

or interim payment of such Winding Up Entitlements and has failed to

identify and/or locate that Member, into the Reserve Account in

accordance with and for the purposes set out in clause 19.1; or

(iii) into a bank account with a registered bank in New Zealand established

and maintained by the Manager, provided the Manager has declared

that amounts held in that bank account will be held on a separate bare

trust for the persons entitled to the deposited amounts until that

person can be located and such amounts paid to that person (without

any obligation on the Manager to invest such amounts further). For the

avoidance of doubt:

(A) money paid into such bank account will be treated as distributed

for the purposes of clause 23.1;

(B) the balances of such bank account shall not form part of the

assets of the Scheme;

(C) the obligations of the Manager under this Deed shall not apply in

respect of the amounts held in such bank account;

(D) more than one Member’s Winding Up Entitlements may be

deposited in such bank account;

(E) the Manager may deduct fees for maintaining such bank account

pursuant to this clause 23.1(e) from the balance of such bank

account provided that such fees would not be greater than the

fees and charges payable to the Manager pursuant to this Deed

had the Member’s Winding Up Entitlements continued to be held

within the Scheme, and provided further that such deduction

does not reduce the amount of Member’s Winding Up

Entitlements payable to any relevant Member;

(F) following the deposit of any Member’s Winding Up Entitlements

into such bank account, the Manager shall use reasonable

endeavours to identify and locate persons entitled to the

deposited amounts and upon receipt of satisfactory evidence (in

the Manager’s sole discretion) of such entitlement, pay the

relevant amounts to such persons; and

(G) the rights of the Manager under this clause 16.4 are without

prejudice to its rights under any applicable law, including without

limitation, its right to pay any unclaimed Eligible Former

Member’s entitlements to the Crown pursuant to section 77 of

the Trustee Act 1956.

(f) Each distribution shall be made only against delivery to the Supervisor of such

form of receipt and discharge as may be required by the Supervisor.

(g) The Supervisor must provide all the reports and comply with all of the

requirements set out in the FMCA and any other applicable legislation when

the Scheme is wound up.


43

(h) If the Scheme is to be wound up then the Manager shall after deducting costs

and expenses of winding up distribute any moneys remaining in proportion to

the amounts standing to the credit of each of the Member’s Accounts. Each

Member shall be advised in writing by the Manager of the amount standing to

the credit of the Member’s Account.

24 NOTICES

24.1 To Member

Any notice under this Deed, and any other Scheme-related communication intended

for a Member may be given to the Member personally by:

(a) leaving it at the Member’s registered address; or

(b) sending it addressed to the Member at the Member’s registered address by

ordinary prepaid post, or, if that address is outside New Zealand, by airmail,

prepaid post or advertisement; or

(c) subject to the member having given his or her electronic address to the

Manager or having otherwise consented to accept Scheme-related information

in an electronic form, by means of an Electronic Communication.

A Member must notify the Manager of any change to the Member’s registered or

electronic address and the Register shall be altered accordingly. Any notice given to

Members by the Manager must be copied to the Supervisor by the Manager provided

that, where notices are given to Members in substantially the same form but with

personalised details in respect of each Member, it shall be sufficient to provide the

Supervisor with a sample of such a notice.

24.2 Public Notice to Members determined to be “Gone with No Address”

Where a Member has not provided a registered or electronic address, or where the

Manager reasonably believes the Member is no longer residing at, or receiving

communication from, the address on the Register for that Member, the Manager

shall be deemed to have discharged its obligation of giving notice to that Member by

giving a public notice in accordance with this clause 24.2. Public notice must be

given by:

(a) publishing notice of the matter in at least one issue of a newspaper circulating

in Auckland, Wellington, and (if available) in the area of that Member’s last

registered address recorded on the Register; and

(b) ensuring a copy of the notice referred to in clause is available on the website

of the Manager for a period of not less than 20 Business Days.

24.3 Notice between Manager and Supervisor

Any certificate, notice, communication or information required by this Deed to be

given by the Manager to the Supervisor or by the Supervisor to the Manager must

be given in writing or by facsimile communication or electronic communication

acceptable to the recipient and addressed to an appropriate person within the party

to whom it is intended to be given at its registered office or other usual place of

business (or such other address as may from time to time be notified by one party


44

to the other as the address for service of notices pursuant to this Deed) and must be

signed by a duly authorised officer on behalf of the party giving it.

24.4 Manner of notice

Any notice sent by post will be deemed to have been given at the expiration of 2

Business Days after posting, and in proving service it will be sufficient to prove that

the envelope or wrapper containing the notice was properly addressed and posted.

Without limiting section 11(a) of the Electronic Transactions Act 2002, a notice sent

by email will be deemed to have been received on the day of transmission if a

confirmation of transmission or receipt is obtained (and if the date of transmission is

not a Business Day, or the transmission is sent after 5 p.m. on a Business Day, then

the notice will be deemed to have been given on the next Business Day after the

date of confirmation of transmission).

24.5 Signature of notice

The signature to any notice to be given by the Manager or the Supervisor may be

written or printed or otherwise provided in accordance with the Electronic

Transactions Act 2002.

24.6 Receipt of notice

Any notice or document delivered or sent by post or Electronic Communication to or

left at the registered address for service of any Member in pursuance of the

provisions of this Deed will (notwithstanding that the Member is then deceased and

whether or not the Manager has notice of such deceased Member’s death) be

deemed to have been duly given until some other person is registered in the place of

the Member.

24.7 Calculation of notice period

Where a specified number of days’ notice is required to be given, the day on which it

is served or deemed to be served and, in the case of a notice of meeting, the day for

which it is given, shall be excluded in calculating such number of days.

25 MEETINGS

When required by the FMCA, the Manager must call a meeting of Members in the

manner and on the basis set out in the FMCA and the FMC Regulations.58 A meeting

of Members shall be conducted in accordance with the requirements of the FMCA.

26 GOVERNING LAW

This Deed shall be governed by and construed in accordance with the law of New

Zealand.

58 Sections 161 to 163 of the FMCA and Regulations 83 and 91 of the FMC Regulations.

TRUST DEED - AMP NEW ZEALAND PERSONAL SUPERANNUATION FUND

EXECUTION

Executed as a deed by

AMP Services (NZ) Limited

:~,.~ Elaine Campbell

Director's name

Executed as a deed by

AMP Wealth Management New Zealand Limite

byflW~jj v~ v/\L'\

Director 's signature

Elaine Campbell Director 's name

Director's name

~~vt..5 "- S ,v..0 l,. ~ ..... Director's name

45


46

SCHEDULE 1 – PORTFOLIO PLAN

1 CONTRIBUTIONS

1.1 Contributions shall be payable at the times agreed between the Manager and the

Member.

1.2 Notwithstanding Rule 1.1 of this Schedule 1 any additional amount may at any time

be paid as an informal Contribution to the Member's Account in accordance with

clause 13.

1.3 If at any time the sum of the Contributions paid by the Member exceeds the sum of

the Contributions which have fallen due by an amount equal to more than twice the

amount of the Contributions falling due in one year an additional expense charge

shall become payable to the Manager in accordance with Rule 6 of this Schedule 1.

2 UNITS

2.1 The Manager shall maintain ‘B Units’ in the Fund called “B Unit: Managed Balanced

(UL)”. Each Member’s Account shall be invested in Investment Units in that Fund.

2.2 The determination of Allocation and Release Prices of Units of the Fund, and the

method and timing of valuing the investments within the Fund, shall be as

determined in accordance with clause 14 of this Deed and Rule 4 of this Schedule, or

otherwise as determined from time to time by the Manager provided that prior

notice has been given to the Supervisor.

3 ALLOCATION PRICE AND RELEASE PRICE OF UNITS

3.1 The Allocation Price of a B Unit shall be determined as at each Valuation Day by

dividing:

(a) the total Net Asset Value of the B Units, valuing the investments within the

Fund at their Allocation Price on that day, by

(b) the total number of B Units,

or by such other method of calculation as the Manager reasonably believes gives the

same result provided that prior notice has been given to the Supervisor.

3.2 The Release Price of a B Unit as at each Valuation Day shall be not less than an

amount determined by dividing:

(a) the total Net Asset Value of the B Units, valuing the investments within the

Fund at their Release Price on that day, by

(b) the total number of B Units,

or by such other method of calculation as the Manager reasonably believes gives the

same result provided that prior notice has been given to the Supervisor.


47

4 CONVERSION

4.1 Any amount to the credit of a Member's Account shall be converted into B Units to

be held in respect of the Member by dividing that amount by the Allocation Price

applicable to one B Unit next determined on the Valuation Day after payment is

received by the Manager.

5 PAYMENT OF BENEFITS OTHER THAN ON MATURITY OR DEATH

5.1 The following provisions apply with respect to the payment of benefits, in addition to

those provisions set out in clause 15 of this Deed (other than pursuant to clause

15.6(a) or 15.12).

5.2 The Manager will pay, upon receipt of a Member's written request for such payment,

as a benefit:

(a) an amount ascertained by multiplying the number of B Units held in respect of

the Member on the date mentioned below by the Release Price of a B Unit; or

(b) such lesser amount as may be requested by the Member and agreed by the

Manager and in respect of which the number of B Units to be converted to

money shall be ascertained by dividing the amount to be paid from the

Member's Account by the Release Price of one B Unit.

For the purposes of this paragraph the Release Price of a B Unit shall be that as last

determined by the Manager on the date on which all evidence required by the

Manager has been received by the Manager.

6 ANNUAL PLAN FEE

6.1 The following expense charges shall be payable to the Manager and may, as the

Manager decides, be wholly or in part deducted from the Release Prices of B Units,

or wholly or in part out of the Member's Account in accordance with clauses 13.2(e)

and 13.2(f) of this Deed:

(a) An annual expense charge of the amount shown in the Membership Certificate

shall be payable on the commencement of membership and on each

anniversary, PROVIDED THAT if in any calendar year there has been a

percentage increase in the CPI in respect of the September quarter in that

year as compared with the CPI for the September quarter in the immediately

preceding year the Manager may fix the annual expense charge payable in the

next following calendar year at an amount not exceeding the amount last

charged increased by such percentage increase in the CPI.

(b) The Manager may at any time vary the provisions of this Rule from a date not

earlier than two calendar years after the commencement of membership.

6.2 There shall be payable establishment expense charges:

(a) of the amounts shown in the Membership Certificate at monthly intervals from

the commencement of membership and for the periods shown in the

Membership Certificate; and


48

(b) of the amounts shown in any memorandum from the Manager documenting a

formal increase in Contributions at monthly intervals from the date upon

which the formal increase in Contributions becomes effective and for the

periods shown in the memorandum.

6.3 An additional expense charge at such rate of excess Contribution as the Manager

may from time to time determine shall become payable immediately in the

circumstances described in Rule 1.3 of this Schedule 1. For the purposes of this

paragraph:

(a) the term ‘excess Contribution’ at any time shall mean the amount by which

the sum of the Contributions which have been paid exceeds the sum of the

Contributions which have fallen due by more than the amount of the

Contributions falling due in one year; and

(b) the amount of Contributions falling due in one year shall be determined in

accordance with the amount of the Contribution payable and the frequency of

payment at the Contribution due date coincident with or next preceding the

day on which the determination is being made.

Where such additional expense charge has become payable in respect of an amount

of excess Contribution the amount of that excess Contribution shall for the purpose

only of this paragraph from then on be deemed to be a Contribution which has fallen

due.

7 INCOME TAX

The Manager may make such provision as it considers appropriate and equitable for

any Taxes as more fully provided for in clause 17 of this Deed.

8 INVESTMENT FEES

The following fees, charges or reimbursements shall be payable to the Manager and

may, as the Manager decides, be wholly or in part deducted from the Release Prices

of B Units, or from the Member’s Account in accordance with clauses 13.2(e) and

13.2(f) of this Deed:

8.1 Investment charges

Investment charges shall be payable to the Manager and shall be charged against

the assets of the Fund called “B Unit: Managed Balanced (UL)” and shall be payable

at such rates and such times as shall be determined from time to time by the

Manager.

8.2 Fees for brokerage, commission and other costs

Fees out of which all brokerage, commission and other costs payable by the

Manager in respect of the:

(a) purchase; or

(b) sale, exchange or other disposal,


49

of assets of the Scheme shall be paid, shall be payable to the Manager and shall be

charged against the assets of the Fund called “B Unit: Managed Balanced (UL)” and

shall be payable at such rates and such times as shall be determined from time to

time by the Manager.


50

SCHEDULE 2 – INVESTMENT-LINKED ULA/J PLAN

1 CONTRIBUTIONS


Member.



clause 13.

1.3 Where a Member has agreed to pay regular periodic Contributions, the Contributions

will be increased on each anniversary of the commencement of membership as

follows:

Existing Contribution x New CPI

Previous CPI

1.4 The Contributions will not be increased pursuant to Rule 1.3 of this Schedule 2:

(a) unless New CPI exceeds Previous CPI: or

(b) where a Waiver of Premium Benefit is specified in a Member's Membership

Certificate and becomes payable, during any period in which Contributions

may be waived after the six months' period referred to in the definition of

Total Disablement in the Waiver of Premium Benefit.

1.5 Contribution increase

Unless the Member advises the Manager in writing each year before the anniversary

of the commencement of membership that he or she does not want an increase in

Contributions, they will be increased automatically pursuant to Rule 1.3 of this

Schedule 2.

2 UNITS

2.1 The Manager shall maintain “A Units” in the Fund called “A Unit: Managed

Balanced”, “T Units” in the Fund called “T Unit: Managed Conservative”, and “U

Units” in the Fund called “U Units: Managed Performance”. Each Member’s Account

shall be invested in Initial Units or Investment Units (as provided in Rule 3 of this

Schedule) in one of those Funds as selected by the Member.

2.2 The determination of Allocation and Release Prices of A Units, T Units and U Units,

and the method and timing of valuing the investments within each Fund shall be as




2.3 A Member may at any time and from time to time apply to the Manager to switch

the whole of his or her Member's Account from investment in one of the Funds

maintained pursuant to Rule 2.1 of this Schedule 2 into Units in a different Fund.

The Manager may in its absolute discretion grant any such application, upon such

terms and conditions (including the payment of a switching fee not exceeding 1% of


51

the value of the Member's Account, and the application of clause 15.11(a)(ii) of this

Deed) as the Manager shall from time to time determine.

3 INITAL AND INVESTMENT UNITS

3.1 Initial Unit Obligation

(a) Where a Member has agreed to pay regular periodic Contributions, an amount

of each Contribution shall be used to acquire and hold Initial Units in the

Member's Account. This amount is called the Initial Unit Obligation. The

number or proportion of Initial Units to be acquired and held is stated in the

Membership Certificate and is increased in any year by the amount of any

increase in Contributions arising from an increase in the CPI under Rule 1.3 of

this Schedule 2 times the number of payments in a calendar year. An Initial

Unit Obligation also arises upon any formal increase in Contributions and is

calculated according to the amount of the increase in Contribution. The Initial

Unit Obligation is reduced as Initial Units are allocated from Contributions

paid. The obligation to allocate Initial Units is to allow the Manager to recover

expenses incurred by deducting a higher rate of charges for Initial Units than

for Investment Units during the Term stated in the Membership Certificate. If

Initial Units are released before the end of the Term, the balance of these

expenses are recovered by applying the Cash Value Factor provided for in

Rule 3.1(b) below.

(b) The Cash Value Factor is calculated actuarially and varies between zero and

one dependent upon the period from the date the Cash Value Factor is to be

applied until Maturity. The table of Cash Value Factors shall be notified to

Members and may be varied by the Manager from time to time.

3.2 After any outstanding Initial Unit Obligation has been met, any balance of

Contributions paid are applied to the Member acquiring and holding Investment

Units in the Member's Account.

3.3 Where a Member has agreed to pay an initial lump sum Contribution only, the whole

of each Contribution shall be used to hold Investment Units in the Member's

Account.


4.1 Release Prices for Investment Units and Initial Units shall be determined from the

Net Asset Value of the Fund to which the Investment Unit and Initial Unit relate, or

by such other method of calculation as the Manager reasonably believes gives the

same result provided that prior notice has been given to the Supervisor. Release

Prices are determined at least once every 5 Business Days.

4.2 The Allocation Price for an Investment Unit or for an Initial Unit is equal to its

respective Release Price divided by 0.965, or is calculated by such other method of

calculation as the Manager reasonably believes gives the same result provided that

prior notice has been given to the Supervisor. The difference between Allocation

and Release Price results in an amount of each Contribution being retained by the

Manager to meet fees and charges to cover expenses including brokerage and costs

associated with the purchase and sale of assets.


52

5 PAYMENT OF BENEFITS

5.1 Application of provisions in Deed

The following provisions apply with respect to the payment of benefits, in addition to

those provisions set out in clause 15 of this Deed.

5.2 Early Benefit

(a) Full or part Early Benefit

If a partial Early Benefit is requested in writing, the Manager will first release

Investment Units held and, if necessary, release Initial Units (if any). If only part of

the Member's Account is to be withdrawn as an Early Benefit the Manager may make

a redemption charge on the balance. The maximum redemption charge will be the

greater of 1% of the amount paid under the Early Benefit and the value at Release

Price of 10 Investment Units.

(b) Restriction on Early Benefit of Initial Units

The Manager will not pay an Early Benefit in respect of Initial Units until:

(i) contributions at least equal to the Initial Unit Obligation shown in the

Membership Certificate are paid; or

(ii) Investment Units have been allocated to the Member's Account.

5.3 Release Price of Units cancelled for Early Benefits

(a) Investment Units

Subject to clause 15.10 of this Deed, the Release Price of an Investment Unit which

is cancelled for an Early Benefit is the Release Price next determined after all

evidence required by the Manager has been received by the Manager.

(b) Initial Units

Subject to clause 15.10 of this Deed, the Release Price of an Initial Unit which is

cancelled for an Early Benefit is the Release Price next determined after all evidence

required by the Manager has been received by the Manager, multiplied by the Cash

Value Factor provided for in Rule 3.1(b) of this Schedule 2.

6 ELECTION TO CONTINUE PLAN BEYOND MATURITY

Any Insured Benefits shall cease at Maturity. However, before that date, the

Manager may arrange for the balance of benefits under the Member's Account to

continue in force after that date. From that date:

(a) The Member's Account will continue in force for five years and thereafter as

the Manager agrees.

(b) The Annual Plan Fee will continue to be charged.

(c) Contributions need not be paid but may be paid at the Member's election.

(d) All Initial Units (if any) held under the Member's Account will be replaced by

Investment Units to the same value at their next determined Release Prices.


53

7 ANNUAL PLAN FEE AND ADJUSTMENTS

7.1 Annual Plan Fee payment

An Annual Plan Fee is payable each year in 12 equal monthly instalments. To pay

each instalment the Manager, as it decides in its discretion, will deduct wholly or in

part such instalment from the Release Prices of Units in the Funds, or from the

Member’s Account in accordance with clauses 13.2(e) and 13.2(f) of this Deed.

7.2 Annual Plan Fee adjustment

In the first year the Annual Plan Fee is as shown in the Membership Certificate. In

following years the Manager may increase the Annual Plan Fee from the anniversary

of the commencement of membership to cover costs but the Annual Plan Fee will not

be more than:

Base Annual Plan Fee x New CPI

Base CPI

7.3 Additional Annual Plan Fee adjustments

The Manager may also increase this Annual Plan Fee by the amount of any new or

increased licence fee or other Tax which is related to a Member's Account.

8 INVESTMENT FEES

The following charges may, as the Manager decides, be wholly or in part deducted

from the value of assets or income in determining the Release Prices or from the

Member’s Account in accordance with clauses 13.2(e) and 13.2(f) of this Deed:

(a) In the case of Investment Units:

a charge of up to 2% per annum of the value of the assets. The Manager

decides the exact percentage periodically and collects it in instalments.

(b) In the case of Initial Units:

a charge of 5% per annum of the value of the assets collected in instalments.

(c) In the case of Initial Units and Investment Units:

(i) Any provisions made for Taxes under Rule 9 of this Schedule 2.

(ii) A fee out of which the Manager meets costs of buying and selling assets

including reinvesting investment income. The Manager determines this

fee periodically but it shall not exceed 5% of the amount invested or

realised.

9 TAXES




54

SCHEDULE 3 – INVESTMENT-LINKED ULR PLAN

1 CONTRIBUTIONS


Member.



clause 13 within minimum and maximum limits determined by the Manager from

time to time.

1.3 The Contributions will be increased on each anniversary of the commencement of

membership as follows:


Previous CPI

1.4 The Contributions will not be increased:

(a) unless New CPI exceeds Previous CPI; or





1.5 Contribution increase

Unless the Member advises the Manager in writing each year before the anniversary



Schedule 3.

2 UNITS






2.2 The determination of Allocation and Release Prices of Units of the Funds, and the

method and timing of valuing the investments within each Fund shall be as




2.3 A Member may at any time and from time to time request the Manager to switch the

whole of his or her Member's Account from investment in one of the Funds

maintained pursuant to Rule 2.1 of this Schedule 3 into Units in a different Fund.

The Manager may in its absolute discretion agree to any such request, upon such

terms and conditions (including the payment of a switching fee not exceeding 1% of


55

the value of the Member's Account) as the Manager shall from time to time

determine.

3 INITIAL AND INVESTMENT UNITS


(a) An amount of each Contribution shall be used to acquire and hold Initial Units

in the Member's Account. This amount is called the Initial Unit Obligation.

The number or proportion of Initial Units to be acquired and held is stated in

the Membership Certificate and is increased in any year by the amount of any


this Schedule 3, times the number of payments in a calendar year. An Initial


calculated by multiplying the annual amount of the increase in Contribution by

the factor in the Table below which corresponds to the unexpired portion of

the Term at the time the increase in Contribution is effected. The Initial Unit

Obligation is reduced as Initial Units are allocated from Contributions paid.

The obligation to allocate Initial Units is to allow the Manager to recover

expenses incurred by deducting a higher rate of charges for Initial Units than

for Investment Units during the Term stated in the Membership Certificate. If

Initial Units are released before the end of the Term, the balance of these

expenses is recovered by applying the Cash Value Factor provided for in Rule

3.1(b) below.

Table of Initial Unit Obligation Factors

Term Initial Unit

Obligation Factor

Term Initial Unit

Obligation Factor

10 or less 1.25 26 1.45

11 1.25 27 1.48

12 1.25 28 1.50

13 1.25 29 1.50

14 1.25 30 1.50

15 1.25 31 1.50

16 1.25 32 1.50

17 1.25 33 1.50

18 1.25 34 1.50

19 1.25 35 1.50

20 1.25 36 1.50

21 1.28 37 1.50


56

Term Initial Unit

Obligation Factor

Term Initial Unit

Obligation Factor

22 1.32 38 1.50

23 1.35 39 1.50

24 1.38 40 or more 1.50

25 1.42









4.1 Release Prices for Investment Units and Initial Units shall be determined from the




Prices are determined at least every 5 Business Days.

4.2 The Allocation Price for an Investment Unit or for an Initial Unit is equal to its

respective Release Price divided by 0.965, or is calculated by such other method of

calculation as the Manager reasonably believes gives the same result provided that

prior notice has been given to the Supervisor. The difference between Allocation

and Release Price results in an amount of each Contribution being retained by the

Manager to meet fees and charges to cover expenses including brokerage and costs

associated with the purchase and sale of assets.





5.2 Early Benefit

(a) Full or part Early Benefit

A partial Early Benefit will be within such minimum and maximum limits, and its full

or part proceeds will be paid in such instalments, as determined by the Manager

from time to time. If a part of a Member’s Account is requested in writing to be

withdrawn as an Early Benefit, the Manager will first release Investment Units held

and, if necessary, release Initial Units. If only part of the Member's Account is to be

withdrawn as an Early Benefit the Manager may make a redemption charge on the


57

balance. The maximum redemption charge will be the greater of 1% of the amount

paid under the Early Benefit and the value at Release Price of 10 Investment Units.

(b) Restriction on full or part Early Benefit


(i) any outstanding Initial Unit Obligation has been met; or


5.3 Release Price Value of Units cancelled for Early Benefits





(b) Initial Units






Any Insured Benefits shall cease at Maturity. However, before that date, the

Manager may arrange for the balance of benefits under the Member's Account to

continue in force after that date. From that date:


the Manager agrees.



(d) All Initial Units held under the Member's Account will be replaced by




An Annual Plan Fee is payable each year in 12 equal monthly instalments. To pay

each instalment the Manager, as it decides in its discretion, will deduct wholly or in

part such instalment from the Release Price of Units in the Funds, or from the

Member’s Account in accordance with clauses 13.2(e)(ii) and 13.2(f) of this Deed.


In the first year the Annual Plan Fee is as shown in the Membership Certificate. In

following years the Manager may increase the Annual Plan Fee from the anniversary

of the commencement of membership to cover costs but the Annual Plan Fee will not

be more than:


58


Base CPI




8 INVESTMENT FEES

The following charges may , as the Manager decides, be wholly or in part deducted


Member’s Account in accordance with clauses 13.2(e)(ii) and 13.2(f) of this Deed:

(a) in the case of Investment Units:

a charge of up to 2% per annum of the value of the assets. The Manager



a charge of 5% per annum of the value of the assets collected in instalments.

(c) In the case of Initial Units and Investment Units:

(i) Any provisions made for Taxes under Rule 9 of this Schedule 3.

(ii) A fee out of which the Manager meets costs of buying and selling assets

including reinvesting investment income. The Manager determines this

fee periodically but it shall not exceed 5% of the amount invested or

realised.

9 TAXES




59

SCHEDULE 4 – INVESTMENT-LINKED ULRS PLAN

1 CONTRIBUTIONS


Member.

1.2 Notwithstanding Rule 1.1 of this Schedule 4:

(a) any additional amount may at any time be paid as an informal Contribution to

the Member's Account within minimum and maximum limits determined by

the Manager from time to time; and

(b) Contributions may be formally increased at any time by the Member with the

consent of the Manager. If the amount of the increase in Contributions (or of

increase in premiums for any increase in Insured Benefits) is less than the

minimum determined by the Manager for the purpose from time to time, a fee

shall be payable by the Member equal to twice the amount of the Annual Plan

Fee then current.

1.3 The Contributions will be increased on each anniversary of the commencement of

membership as follows:


Previous CPI

1.4 The Contributions will not be increased:

(a) unless New CPI exceeds Previous CPI; or





1.5 Unless the Member advises the Manager in writing each year before the anniversary



Schedule 4.

2 UNITS






2.2 The determination of Allocation and Release Prices of Units of the Funds, and the

method and timing of valuing the investments within each Fund shall be as





60

2.3 A Member may at any time and from time to time, upon giving seven days’ notice,

request the Manager to switch the whole of his or her Member's Account from

investment in one of the Funds maintained pursuant to Rule 2.1 of this Schedule 4

into Units in a different Fund. The Manager may in its absolute discretion agree to

any such request, upon such terms and conditions as the Manager shall from time to

time determine.

3 INITIAL AND INVESTMENT UNITS


(a) An amount of each Contribution shall be used to acquire and hold Initial Units

in the Member's Account. This amount is called the Initial Unit Obligation.

The number or proportion of Initial Units to be acquired and held is stated in

the Membership Certificate. It is increased in any year during the Term up to

but not including the five years prior to Maturity by the amount of any


this Schedule 4, times the number of payments in a calendar year. An Initial


calculated by multiplying the annual amount of the increase in Contribution by

a factor of 1.5. The Initial Unit Obligation is reduced as Initial Units are

allocated from Contributions paid. The obligation to allocate Initial Units is to

allow the Manager to recover expenses incurred by deducting a higher rate of

charges for Initial Units than for Investment Units during the Term stated in

the Membership Certificate. If Initial Units are released before the end of the

Term, the balance of these expenses is recovered by applying the Cash Value

Factor provided for in Rule 3.1(b) below.








4 RELEASE PRICE OF UNITS

Release Prices for Investment Units and Initial Units shall be determined from the




Prices are determined at least every 5 Business Days.

5 LOYALTY AND MATURITY BONUSES

5.1 Loyalty Bonus

(a) On the anniversary of the commencement of membership five years preceding

Maturity, the Manager will credit the Member's Account with a Loyalty Bonus in the

form of additional Investment Units, upon the following conditions:


61

(i) the Member has been a member of the Investment-Linked ULRS Plan, and the

Member's Account has been in force, for a continuous period of not less than

ten years; and

(ii) total Contributions due from the commencement of membership (whether

paid or unpaid) do not exceed total Contributions paid by two times or more

the annual Contribution then current.

(b) Subject to Rule 5.3 of this Schedule 4, the amount of the Loyalty Bonus shall be a

percentage of the value of the Member's Account at that anniversary of

membership. The percentage that shall apply will be the percentage obtained from

the following Table, having regard to the Term.

Loyalty Bonus

Full Plan Term

(in years)

Percentage of

Member’s

Account value

(less ANE)

Full Plan Term

(in years)

Percentage of

Member’s

Account value

(less ANE)

10 0% 34 6.8%

11 0% 35 7.0%

12 0% 36 7.2%

13 0% 37 7.4%

14 0% 38 7.6%

15 3.0% 39 7.8%

16 3.2% 40 8.0%

17 3.4% 41 8.2%

18 3.6% 42 8.4%

19 3.8% 43 8.6%

20 4.0% 44 8.8%

21 4.2% 45 9.0%

22 4.4% 46 9.2%

23 4.6% 47 9.4%

24 4.8% 48 9.6%

25 5.0% 49 9.8%

26 5.2% 50 10.0%


62

Full Plan Term

(in years)

Percentage of

Member’s

Account value

(less ANE)

Full Plan Term

(in years)

Percentage of

Member’s

Account value

(less ANE)

27 5.4% 51 10.2%

28 5.6% 52 10.4%

29 5.8% 53 10.6%

30 6.0% 54 10.8%

31 6.2% 55 11.0%

32 6.4% 56 11.2%

33 6.6%

In this Table, ANE means the amount not eligible for bonus. See Rule 5.3 of this

Schedule 4.

5.2 Maturity Bonus

(a) At Maturity the Manager will credit the Member's Account with a Maturity Bonus in

the form of additional Investment Units, upon the following conditions:

(i) the Member has been a member of the Investment-Linked ULRS Plan, and the

Member's Account has been in force, for a continuous period of not less than

ten years; and

(ii) total Contributions due from the commencement of membership (whether

paid or unpaid) do not exceed total Contributions paid by two times or more

the annual Contribution then current.

(b) Subject to Rule 5.3 of this Schedule 4 below, the amount of the Maturity Bonus shall

be a percentage of the value of the Member's Account at Maturity. The percentage

that shall apply will be the percentage obtained from the following table, having

regard to the Term.

Maturity Bonus

Full Plan Term

(in years)

Percentage of

Member’s

Account value

(less ANE)

Full Plan Term

(in years)

Percentage of

Member’s

Account value

(less ANE)

10 3.0% 34 10.2%

11 3.3% 35 10.5%

12 3.6% 36 10.8%

13 3.9% 37 11.1%


63

Full Plan Term

(in years)

Percentage of

Member’s

Account value

(less ANE)

Full Plan Term

(in years)

Percentage of

Member’s

Account value

(less ANE)

14 4.2% 38 11.4%

15 4.5% 39 11.7%

16 4.8% 40 12.0%

17 5.1% 41 12.3%

18 5.4% 42 12.6%

19 5.7% 43 12.9%

20 6.0% 44 13.2%

21 6.3% 45 13.5%

22 6.6% 46 13.8%

23 6.9% 47 14.1%

24 7.2% 48 14.4%

25 7.5% 49 14.7%

26 7.8% 50 15.0%

27 8.1% 51 15.3%

28 8.4% 52 15.6%

29 8.7% 53 15.9%

30 9.0% 54 16.2%

31 9.3% 55 16.5%

32 9.6% 56 16.8%

33 9.9%

In this Table, ANE means the amount not available for bonus calculation. See

Rule 5.3 of this Schedule 4.

5.3 Amount Not Eligible for Bonus

An amount of the Member's Account will not be taken into account in determining

Loyalty and Maturity Bonuses pursuant to Rule 5.1 or 5.2 of this Schedule 4

respectively. This amount is referred to as the Amount Not Eligible for Bonus (ANE).

The ANE is calculated yearly at the anniversary of the commencement of

membership, before payment of any bonus due, in accordance with the following

formula:


64

ANEt* = ANEt-1+ (Pt-Ot) x (2t-n)

n

If no Early Benefit has been paid within the immediately preceding year, then:

ANEt= ANEt*

If any such Early Benefit has been paid, then the following additional formula is

applied:

ANEt= ANEt* - Min [Wt x (2t-n)

n, Max (ANEt*, 0)]

where:

ANEt = Amount Not Eligible for Bonus.

ANEt* = Amount Not Eligible for Bonus prior to allowance for any Early

Benefit.

ANEt-1 = Amount Not Eligible for Bonus at the immediately preceding

anniversary.

Pt = Contributions paid during the year plus any occasional

payments and formal increases (including CPI increases).

Ot = Original Plan Contribution increased by any CPI increases

accepted by the Member, but not including any formal

increases, decreases or occasional payments.

n = Term (in years).

t = The number of the anniversary of the commencement of

membership.

Wt = Amounts of Early Benefit during the year.

If at the time of eligibility for a bonus, the ANE is equal to or less than zero, the full

value of the Member's Account will be taken into account in determining the bonus.

Members, in respect of whom the ANE is greater than zero, who withdraw an

amount from their Member's Account by way of a partial Early Benefit, will have the

ANE reduced in accordance with the additional formula above. However, the ANE

may not be reduced to equal to or less than zero by a partial Early Benefit.






65

6.2 Early Benefit

(a) Restriction on Early Benefit

Full or partial Early Benefit shall be permitted only on the grounds or in the

circumstances set out in clauses 15.6, 15.7 and 15.9(b) of this Deed.

(b) Full or partial Early Benefit

A partial Early Benefit will be within such minimum and maximum limits, and its full

or partial proceeds will be paid in such instalments, as determined by the Manager

from time to time. If a part of a Member’s Account is requested in writing to be

withdrawn as an Early Benefit, the Manager will first release Investment Units held

and, if necessary, release Initial Units. If only part of the Member's Account is to be

withdrawn as an Early Benefit the Manager may make a redemption charge on the

balance. The maximum redemption charge will be the greater of 1% of the amount

paid under the Early Benefit and the value at Release Price of 10 Investment Units.

(c) Restriction on Early Benefit of Initial Units


(i) any outstanding Initial Unit Obligation has been met; or


6.3 Release Price of Units cancelled for Early Benefit





(b) Initial Units






Any Insured Benefits and eligibility for loyalty and maturity bonuses shall cease at

Maturity. However, before that date, the Manager may arrange for the balance of

benefits under the Member's Account to continue in force after that date. From that

date:


the Manager agrees.



(d) All Initial Units held under the Member's Account will be replaced by



66



An Annual Plan Fee is payable each year in 12 equal monthly instalments in

advance. To pay each instalment the Manager, as it decides in its discretion, will

deduct wholly or in part such instalment from the Release Price of Units in the

Funds, or from the Member’s Account in accordance with clauses 13.2(e)(ii) and

13.2(f) of this Deed.


In the first year the Annual Plan Fee (Base Annual Plan Fee) is as shown in the

Membership Certificate. In following years the Manager may increase the Annual

Plan Fee from the anniversary of the commencement of membership to cover costs

but the Annual Plan Fee will not be more than:


Base CPI




9 INVESTMENT FEES

The following charges may, as the Manager decides, be wholly or in part deducted


Member’s Account in accordance with clauses 13.2(e)(ii) and 13.2(f) of this Deed:

(a) In the case of Investment Units:

A charge of up to 2% per annum of the value of the assets. The Manager



A charge of 5% per annum of the value of the assets collected in instalments.

(c) In the case of Initial Units and Investment Units any provisions made for

Taxes under Rule 10 of this Schedule 4.

10 TAXES



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