services agreement · australian financial services licence (afsl) and are not being ......

HERBERT SMITH FREEH ILLS

Services Agreement (also known as superannuation business services agreement)

NULIS Nominees (Australia) Limited

National Wealth Management Services Limited

ASIC.0038.0001.1286 NN0.0010.0001.1282

Agreement

Execution Version

ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia T ~1 2 9225 5000 F +61 2 9322 4000 GPO BoK 4227 Sydney NSW 2001 Auslralia herbertsmithfreehllls.com DX 361 Sydney

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HERBERT SMITH FREEHILLS

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Employees performing a financial service

23 A person used by the Service Provider In providing the services (Superannuation Staff) who, under this agreement, provides:

• financial services to external recipients {eg a beneficiary or an employer sponsor of the Fund) that require authorisation under an Australian financial services licence (AFSL) and are not being provided under an AFSL of a party that is not the Trustee (AFSL Services), does so on behalf of the Trustee and under its AFSL;

• all other services (including financial services that do not require authorisation under an AFSL) to the Trustee, does so on behalf of the Service Provider.

24 The Service Provider is not appointed in its own right to perform AFSL Services but has obligations to ensure that (including by providing appropriate training, monitoring and supervision) applicable Superannuation Staff perform AFSL Services in accordance with this agreement, Including the applicable service level schedules.

25 At the date of commencement of this agreement, the services under this agreement do not require the Service Provider to provide personal advice (as defined in the Corporalions Act 2001 (Cth)) but to procure personal financial advice from an appropriately authorised third party provider.

Terms of the agreement

26 The Trustee is satisfied that the arrangement between the parties will be conducted on an arm's length basis and in the best interests of the beneficiaries of the Fund because:

• the Service Provider will be liable to the Trustee for any loss caused to the Trustee by the Service Provider's failure to provide the services in accordance with the terms of this agreement;

• the Service Provider is providing those services at cost (the amount of which will also reflect the economies of scale that the Service Provider can achieve) and for the purposes of transparency, the Service Provider will calculate and categorise the costs it incurs for providing the services to the Trustee, by separating the relevant cost into the categories stated in recital 22;

• the ORFR target amount wi ll initially be funded by NAB (through NWMHL and ACN) thereby avoiding any need to deduct that amount from the Fund assets;

• the Trustee will receive fee income from which it can deduct amounts to rectify or remediate administrative errors that will:

- reduce the dividends that are payable to NWMHL and in turn NAB; and ·

- avoid the need for the Trustee to seek damages for breach of contract which can be time consuming and costly;

• the Trustee controls the details of the services that are provided by the Service Provider by agreeing to the relevant

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service level schedules; and

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• the terms of employment of certain employees in the NAB group that the Service Provider uses lo perform the services must include key performance criteria, performance assessment and, where applicable, remuneration outcomes that, at least in part, depend on the Service Provider's achievement of the service levels.

27 In the context of the arrangements for the Fund:

• the Trustee wishes to appoint the Service Provider to provide services supporting the administration of the Fund; and

• the Service Provider wishes to provide services supporting the Trustee for the administration of the Fund,

on the terms that are set out in this agreement.

The parties agree as follows:

Services Agreement pages

1

1.1

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Definitions, interpretation and agreement components

Definitions

The meanings of the terms used in this agreement are set out below.

Term

Accounts

Accounting Records

Meaning

includes:

• profit and loss accounts and balance sheets;

• statement of cash flows; and

• statements, reports and notes attached to, or intended to be read with, any document referred to above, including auditors' reports and directors' reports.

includes:

• invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents supporting and substantiating transactions;

• any record that records or explains transactions or financial positions and from which Accounts can be prepared; and

• any record that explains the methods or calculations used in preparing Accounts.

ADC Australian Disputes Centre (ABN 87 003 042 840).

Adequate Financial has the same meaning as in paragraph 36 of SPS 220 and includes Resources adequate levels of insurance for the Service Provider, including business

insurance for the Service Provider in respect of its business as service provider to the Trustee.

Adequate Human has lhe same meaning as in paragraph 37 of SPS 220. Resources

Adequate has lhe same meaning as in paragraph 38 of SPS 220. Technical Resources

Administration the hardware, equipment, software, management systems,


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Term

Systems

AFSL

AFSL Services

APRA

ATO

BCM

ASIC

Beneficiary

Books and Records

Business Day

Business Hours Period

Confidential Information

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Meaning

administrative processes and other systems and processes owned by the Service Provider or used under licence from a third party, to perform the Services.

an Australian financial services licence as that term is used in the Corporations Act.

financial services that require authorisation under an AFSL that are provided to external recipients (eg a beneficiary or an employer sponsor of the Fund).

the Australian Prudential Regulation Authority.

Australian Taxation Office.

has the same meaning as in paragraph 12 of SPS 232.

the Austral ian Securities and Investments Commission.

a beneficiary of the Fund.

includes Accounts, Accounting Records, documents, registers and other records, however compiled, recorded or stored and whether or not they are in electronic form.

a day on which banks are open for business in Sydney and Melbourne excluding a Saturday, Sunday or public holiday in that city.

the period between 9.00am and 5.00pm (addressee's time) on a Business Day.

the confidential information of a party that provided the information of any kind (whether oral or in writing or consisting of drawings, specifications or graphics, or contained on tape, disc, computer program, slide film or any other medium), whether disclosed before or after the date of this agreement:

• relating or belonging to that party;

• which comes into the possession of the recipient of the information or


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Term

Connected Entity

Contract Material

Corporations Act

Data Integrity

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Meaning

the recipient's officers, employees, contractors, consultants or agents; and

• which is treated by the provider as confidential, or which the recipient reasonably ought to know is confidential,

and includes, without limitation:

• all infonnation relating to the business affairs and operations of the provider which is not generally known to the public, including the Fund Data;

• any specific documentation supplied to the recipient by or on behalf of the provider and marked 'confidential';

• processes, intellectual property (whether registrable or not), design rights, patents, trademarks, copyright, circuit layout, systems and application architecture, computer programs, software and technology, designs, data manuals, databases, computer hardware, business proc.esses, computer source and object codes, administration processes, specifications, technology and programs, report formats, reports, models, plans, drawings, financial information, arrangements and agreements with third parties, client and customer infonnation and lists of financial planners and other financial advisers; and

• all other information relating to the affairs of the provider or used by it in undertaking its business activities and disclosed to the recipient which is not in the public domain.

has the same meaning as in the SIS Act.

means:

• any material or document created or prepared by the Service Provider for the purposes of performing the Services excluding Fund Data and any material or documents containing any Fund Data;

• all software used by the Service Provider to provide the Services and includes any update of, enhancement to, modification of or new releases or versions or additional modules of that software; and

• all source code, object code, user manuals, design documents, specifications, or any other document item or thing associated in any way with the functionality of the software listed in the bullet point above.

the Corporations Act 2001 (Cth).

means the capture, recording and maintenanc.e of complete, accurate, relevant, secure and useful data which can be accessed quickly and efficiently by authorised persons.

Services Agreement pages

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Term

Relevant Law

Representative

Responsible Person

Roles and Responsibilities Charter

RSE Licence

Service Level

Service Level Schedules

Services

SIS Act

SPS 220

SPS 231

SPS232

SPS520

Superannuation Staff

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Meaning

has the same meaning as under the Trust Deed.

has the same meaning as in section 91 OA of the Corporations Act.

has the same meaning as under paragraph 11 of SPS 520.

the charter agreed between the Service Provider, the Trustee and NAB which sets out the roles and responsibilities of those entities.

has the same meaning as in the SIS Act.

has the same meaning as in the Service Level Schedule.

the service level schedules, set out in Schedule 3 to Schedule 8 or such other service level schedule as agreed bet\veen the Trustee and the Service Provider for the purpose of this agreement that sets out further detail as to the provision of the Services such as the level and frequency of the Services.

the services specified in clause 3.1.

the Superannuation Industry SupelVision Act 1993 (Cth).

Superannuation Prudential Standard SPS 220 'Risk Managemenr.

Superannuation Prudential Standard SPS 231 'Outsourcing'.

Superannuation Prudential Standard SPS 232 'Business Continuity Managemenf.

Superannuation Prudential Standard SPS 520 'Fit and Proper.

a person used by the Service Provider in providing Services.

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2 Appointment of Seivice Provider

(I) No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision.

(m) A reference to a body, other than a party to this agreement (including an institute, association or authority), whether statutory or not:

(1) which ceases to exist; or

(2) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(n) A reference to a position, title, role, committee, policy, business division or business within the NAB Group includes any position, title, role committee, policy, business division or business within the NAB Group which succeeds or replaces it.

1.3 Interpretation of inclusive expressions

Specifying anything in this agreement after the words 'include' or 'for example' or similar expressions does not limit what else is included.

1.4 Business Day

Where the day on or by which any thing is lo be done is not a Business Day, that thing must be done on or by the next Business Day.

1.5 Agreement components

This agreement includes any schedule including all Service Level Schedules.

2 Appointment of Service Provider

(a) The Trustee appoints the Service Provider to provide the Services from the Effective Date.

(b) The Service Provider accepts the appointment in clause 2(a).

3 Services and performance

3.1 Scope of Services

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The Service Provider must in accordance with clauses 3.3 and 3.4:

(a) provide the services:

( 1) the categories of which are specified in Schedule 1; and

(2) the details of which are included in the relevant Service Level Schedules; and



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Services and performance

(b) provide such other services as the Service Provider and the Trustee agree from time to time in writing.

3.2 Provision of a financial service - overriding clause

(a) This clause 3.2 overrides any other provision of this agreement.

(b) Subject to clause 3.2(c), clause 3.2(e) applies to the extent that:

(1) a Service is a financial service that requires authorisation under an AFSL; and

(2) the Trustee is authorised under its AFSL to provide that financial service.

(c) Clause 3.2(e) does not apply where the Service provided by the Service Provider is limited to procuring a third party to provide a financial service, including Member Advice Services, under an AFSL or alternative financial services authorisation held by that third party.

(d) The parties anticipate that, clause 3.2(e) will apply only to a financial service provided by Superannuation Staff members employed by an entity in the Group, to third parties outside of the Group, including a beneficiary and employer sponsor of the Fund.

(e) If clause 3.2(b) applies:

(1) in accordance with section 9118(1 )(a) of the Corporations Act, the Superannuation Staff that are employed by an entity in the Group, performing those Services do so as a Representative of the Trustee;

(2) the Service Provider is not appointed to perform those Services;

(3) the Service Provider must ensure (and provide appropriate training, monitoring and supervision of the relevant staff to ensure) that the Superannuation Staff that are employed by an entity in the Group, perform those Services in accordance with the Service Levels set out in the Service Level Schedules; and

(4) the Services can only be performed by a third party who is not Superannuation Staff employed by an entity in the Group, if the Service Provider and the Trustee agree that the Services will be performed by that third party, and the third party is appropriately authorised under an AFSL to perform those Services.

(f) The parties acknowledge that, following the application of clause 3.2(e), as at the date of this agreement, the Services that are financial services and provided by the Service Provider to the Trustee are not required by the Corporations Act to be provided under an AFSL.

3.3 Standard of care

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(a) The Service Provider must perform its obligations under this agreement with the degree of care. skill and diligence reasonably expected of a prudent service provider performing the relevant functions in relation to a superannuation fund such as the Fund.

(b) The Service Provider must use its best endeavours to continually evolve towards best practice in the provision of the Services.


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4 Term of appointment

3.5 Conflicts of interest and duties

(a) In addition to complying with clause 3.4(c)(4), the Service Provider must direct each Superannuation staff member that, in the performance of their employment duties in relation to another entity in the Group, if they consider that the interests of that other entity in the Group or their duties to the other entity in the Group are, may be or could be perceived to be in conflict with the interests of the Service Provider or the Trustee, the Superannuation Staff member must notify:

(1) the Service Provider; and

(2) the other entity in the Group.

(b) If the Service Provider is notified under clause 3.5(a)(1 ), the Service Provider must immediately notify the Trustee.

(c) If the Service Provider is notified under clause 3.5(a)(1 ), the Service Provider and the Trustee must (after consulting with the other entity in the Group) agree how the perceived conflict will be managed.

(d) In addition to complying with its obligations to notify the Trustee under clause 3.S(b), the Service Provider must provide to the Trustee, as soon as practicable, notice of any conflict of interests or duties that may arise, wholly or partially, in relation to the Services or this agreement and the steps the Service Provider has taken, or will take, to avoid or manage the conflict, as appropriate.

3.6 Compliance procedures

(a) The Service Provider must implement appropriate measurement and monitoring of the provision of its Services to enable it to detect any breach of clause 3.4 or 3.5.

(b) If the Service Provider becomes aware that there is a breach of clause 3.4 or 3.5, the Service Provider must take all steps necessary to:

(1) minimise the impact of the breach, including by providing reasonable assistance to the Trustee to address the consequences of the breach;

(2) rectify the breach as soon as practicable or within such time as agreed between the parties; and

(3) put in place policies and procedures to minimise the risk of the breach being repeated.

3. 7 Provision of information

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Subject to:

(a) any confidentiality obligation owed to a third party; and

(b) the requirements of the Privacy Law,

each party must provide the other party with all information and assistance reasonably requested by the party in order for the requesting party to carry out an obligation under this agreement.


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4.1 Initial term

Subject to clause 19, the Service Provider's appointment is for a period of 3 years commencing on the Effective Date.

4.2 Extension of the initial term

The appointment of the Service Provider may be extended by such further period and subject to such terms as are agreed by the Trustee and the Service Provider.

4.3 Automatic extension unless subsequent agreement

If at the expiry of a period as provided above, no agreement for an extension of the appointment of the Service Provider is reached, this agreement will continue on the same terms as were in force immediately before the expiry, unless a party gives written notice to the other party of its intention to terminate this agreement in accordance with clause 19 in which case the agreement is terminated in accordance with clause 19.

5 Sub-contracting

5.1 Service Provider may sub-contract

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(a) Subject to this clause 5.1, the Service Provider may sub-contract the performance of a Service (or part of a Service) to any other party competent to perform that Service.

(b) Subject to clauses 5.4 and 5.1 ( e ), the Service Provider must obtain the prior written consent of the Trustee to enter into or amend a sub-contract if:

(1) the sub-contract is for the performance of a Service (or part of a Service) that is a Material Business Activity; and

(2) the sub-contract is entered into or amended on or after the commencement of this agreement.

(c) The Service Provider must provide the Trustee with periodic reporting (in a form that is to be agreed between the parties), if the Service Provider enters into or amends a sub-contract after the commencement of this agreement if the subcontract is for the performance of a Service (or part of a Service} that:

(1) the Trustee could have performed; and

(2) is not a Material Business Activity.

(d) Nothing in this clause 5 prevents the Service Provider using facilities, equipment or other services provided to the Service Provider by another party to enable the Service Provider to perform the Services.

(e) Subject to clause 5.1 (f), the Trustee may, by notice to the Service Provider, require that:

(1) a particular Service or part of a Service; or

(2) a particular type of Service or part of a Service,

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5

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Sub-contracting

(b) the contract with the sub-contractor must contain terms that are required to ensure the Service Provider can comply with the terms of this agreement: and

(c) the contract with the sub-contractor must:

( 1) comply with the requirements for the content of an outsourcing agreement in SPS 231 ;

(2) not delegate beyond the limits of what has been delegated to the Service Provider under this agreement;

(3) impose on the sub-contractor obligations equivalent to, and no less onerous than those imposed on the Service Provider under this agreement, including obligations in respect of:

(A) compliance with the Relevant Law;

(B) security and confidentiality of information;

(C) any proposal for the performance of any of the Services to be conducted outside Australia (including, but not limited to, where the physical location of the activity is outside of that country);

(D) a Regulator's access to information; and

(E) the development and maintenance of a business continuity plan and disaster recovery plan which complies with the requirements in this agreement; and

(F) the Trustee's outsourcing policy and information technology protocols and policy;

(4) ensure that the remuneration arrangements of a Responsible Person employed by the sub-contractor are structured to:

(A) be consistent with the Trustee's remuneration policy; and

(B) encourage behaviour that supports the sub-contractor's compliance with its obligations under the sul:rcontract, including performance of the services in accordance with the service levels; and

(5) prevent the sub-contractor from itself appointing any other subcontractor to perfonn a Material Business Activity, without the Trustee's and the Service Provider's prior written consent.

5.5 Off shoring

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If the proposed sub-contract would involve an Offshoring {if the Trustee had entered into the contract instead of the Service Provider), the Service Provider must:

(a) comply with obligations relating to the control and disclosure of Fund Data under the Relevant Law and must not, without the Trustee's prior written consent:

(1) disclose Fund Data to a person who is not in Australia or an external Territory; or

(2) hold Fund Data outside of Australia or an external Territory; and

(b) make available to the Trustee all information that the Trustee or APRA may require to understand and assess the impact of the proposed Offshoring arrangement on the Trustee or the Fund, which may include:


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7 Pricing

(b) For the avoidance of doubt a delegation for the purposes of this agreement will include the appointment of a delegate or agent by the Trustee to monitor and oversee the receipt of SeNices from the Service Provider, on terms determined by the Trustee.

(c) Any Trustee delegation for the purposes of this agreement (including delegations under clauses 6.1 (a) and 6.1 {b)) only bind the Trustee if the delegation is either recorded in:

(1) final written Trustee board minutes;

(2) the OTT Charter; or

(3) the Delegation List.

(d) The Trustee must:

(1) promptly update the Delegation List when Trustee delegations are made from time to time;

(2) make the Delegation List available for inspection in response to any reasonable request by the Service Provider; and

(3) ensure that the Delegation List is, at all times, an accurate and up-todate list of Trustee delegations made for purposes of this agreement.

6.2 Trustee must consider a request from the Service Provider

If the Service Provider requests, the Trustee must consider appointing the Service Provider, one or more Responsible Persons or Superannuation Staff as either:

(a) a delegate to exercise one or more of the Trustee's powers; or

(b) agent of the Trustee.

6.3 Appointed delegate or agent of the Trustee

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(a) Unless otherwise agreed between the parties, the Service Provider must maintain the OTT function.

(b) The Service Provider must do all things reasonably required to enable the OTT to:

(1) carry out its role and responsibilities in accordance with the OTT Charter as determined and approved by the Trustee; and

(2) perform the Services specified in the Service Level Schedule.

(c) The Service Provider acknowledges that the Trustee may appoint the OTT to act as its delegate or agent in relation to some or all of the Trustee's responsibilities under this agreement or Relevant Law.


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7 Pricing

7 Pricing

7 .1 Cost recovery

Subject to clause 7.2:

(a) the Trustee must pay the Service Provider all costs and expenses incurred directly and indirectly by the Service Provider that are attributable to the provision of the Services;

(b) the Service Provider may, from time to time, debit the costs and expenses that are referred to in clause 7.1(a) to Fund accounts agreed with the Trustee from time to time; and

(c) to the extent that the Service Provider debits costs and expenses to Fund accounts in accordance with clause 7.1(b), the Trustee's debt under clause 7.1(a), is satisfied.

7.2 Calculation, reporting and categorisation of costs and expenses

The costs and expenses incurred by the Service Provider that are referred to in clause 7.1:

(a) will be calculated using the methodologies to be agreed between the parties in accordance with the Roles and Responsibilities Charter;

(b) will be reported on a quarterly basis by the Service Provider to the Trustee and categorised in accordance with Schedule 2; and

(c) will not include, unless expressly agreed in writing by the Trustee:

(1) costs or expenses incurred by the Service Provider in taking the necessary steps for rectification under clause 3.6(b)(2) or clause 12.9(f); or

(2) a payment made by the Service Provider under clause 21.2.

7.3 Assurance

The amounts charged by the Service Provider under clause 7.1 will be audited as part of the statutory auditing required for and on behalf of the Trustee.

8 Resources and training

8.1 Adequacy of resources

(a) The Service Provider must ensure that it has available to it:

(1} Adequate Human Resources;

(2) Adequate Technical Resources; and

(3) Adequate Financial Resources

to enable the Service Provider to:

(4) provide the Services; and

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9 Fit and Proper requirements

8.4 Training on provision of timely information to the Trustee

Without limiting any training obligations specified in a Service Level Schedule, the Service Provider must ensure that Superannuation Staff are advised of the importance of providing the Trustee with timely information relating to the business of the Fund in a manner which allows the Trustee, its directors and Responsible Persons to properly discharge, and comply with, their duties and responsibilities under Relevant Law.

8.5 Group matters

(a) As the Service Provider does not employ all of the Superannuation Staff to whom clauses 8.2, 8.3 or 8.4 will apply, it must ensure that any sub-contract with an employer of a Superannuation Staff member in the Group allows it comply with clauses 8.2, 8.3 or 8.4.

(b) As the performance management processes for Superannuation Staff employed by an entity in the Group are Group processes:

(1) the parties acknowledge that this clause 8 does not limit any changes being made to those processes from time to time; and

(2) if there is a conflict between a Group performance management process and this agreement (including this clause 8), unless otherwise agreed, and evidenced in the records of the Trustee, the Group performance management process will prevail and this agreement is invalid to the extent of the inconsistency.

9 Fit and Proper requirements

9.1 Must be fit and proper

The Service Provider must ensure that each person who:

(a) the Service Provider uses to perform the Services; and

(b) is a Responsible Person,

is Fit and Proper.

9.2 Regularly check fitness and propriety

The Service Provider must have processes for regularly checking that each person who must be Fit and Proper under clause 9.1 continues to be Fit and Proper and for dealing with and removing such a person who is not Fit and Proper.

10 Risk management

The Service Provider must:

(a) develop and maintain adequate internal risk management objectives, policies and procedures for the Administration Systems (including but not limited to information procuring, compliance and auditing systems) to minimise the risk of

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13 Intellectual property

(2) rectify those deficiencies in the Services within that reasonable timetable.

(g) The Service Provider's internal audit function must cover any arrangements to outsource a Material Business Activity and auditors must annually review and report to the Trustee's Board or Board Audit Committee on compliance with and the adequacy of the Trustee's outsourcing policy.

(h) The Service Provider must provide a copy of any audit report to the Trustee.

(i) The Service Provider must provide all information, resources, and services reasonably requested by the Trustee's Board and any other Board committee.

13 Intellectual property

13.1 Form and ownership

(a) Data, Books and Records relating to the Fund (including Fund Data) must be held in forms that are appropriate and consistent with industry standards for such data, Books and Records, whether in electronic, photographic or hard copy form.

(b) The parties acknowledge that the Trustee owns all data, Books and Records relating to the Fund, including all:

(1) Fund Data and other Trustee, Employer and Beneficiary information, data and communications, including all disclosure documents for the Fund;

(2) asset, investment and financial information and records relating to the Fund: and

(3) Personal Information relating to Beneficiaries,

held in electronic, photographic or hard copy form.

(c) The Trustee acknowledges that the Trustee does not, other than as expressly and separately agreed by the parties in writing by virtue of this agreement obtain any right (by way of copyright or otherwise) or licence (whether exclusive or otherwise) to use in Australia or elsewhere any Administration System used by the Service Provider in the performance of the Services.

(d) All Intellectual Property owned by the Service Provider or the Trustee and used for the purposes of this agreement remains the property of the party owning that Intellectual Property.

13.2 Protection

The Trustee and the Service Provider agree, when exercising their respective rights under this agreement, not to take any action which would adversely affect the value of the Intellectual Property rights of the other party without first obtaining the written consent of the other party.


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16 Security measures HERBERT SMITH FREEH ILLS

(3) it is required to notify a Regulator of a breach of a Privacy Law if that breach relates to the Services provided under this agreement;

(4) any law prevents or may prevent it from performing its obligations under this clause: or

(5) it receives a request for access by an individual to Personal Information about the individual that is held by the Service Provider.

16 Security measures

(a) The Service Provider must:

(1) establish and maintain effective security measures which are in accordance with industry best practice, and in any event in accordance with the provisions of the Information Security Code of Practice to safeguard information, including Fund Data that comes into its hands (which either relates to the Services or was otherwise received pursuant to this agreement) from access, use, disclosure or modification not authorised under this agreement;

(2) keep information referred to in clause 16(a)(1) under the Service Provider's control; and

(3) promptly notify the Trustee of any suspected or actual unauthorised use, copying or disclosure of information referred to in clause 16(a)(1).

(b) The Service Provider must provide assistance reasonably requested by the Trustee in relation to any proceedings the Trustee may take against any person for unauthorised use, copying or disclosure of information referred to in clause 16(a).

(c) Without limiting clause 12.9, when requested by the Trustee or by a Regulator in accordance with Relevant Law, the Service Provider must co-operate with any investigation or audit relating to security carried out by or on behalf of the Trustee or by any Regulator (as applicable), including providing access to information or material in the Service Provider's possession or control to the Trustee or Regulator (as applicable).

17 Data integrity

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(a} The Trustee and the Service Provider will cooperate in good faith, acting reasonably to jointly develop procedures and protocols relating to the Data Integrity of Fund Data including:

(1) procedures and protocols addressing the standard of Data Integrity to be applied to Fund Data;

(2) inspections or inquiries the Service Provider must make in relation to Fund Data;

(3) regular review or audit of Data Integrity internally, externally or both; and

(4) rectification of any deficiencies.


NNO.0010.0001.1321ASIC.0038.0001.1325

NNO.0010.0001.1322ASIC.0038.0001.1326

NNO.0010.0001.1323ASIC.0038.0001.1327

NNO.0010.0001.1324ASIC.0038.0001.1328

ASIC.0038.0001.1329 NN0.0010.0001.1325


21 Liability and indemnities

(a) all documents, records and information relating to the business of the Trustee, the Fund or any Beneficiary, in its possession or in the possession of any of its sub-contractors;

(b) any other property of the Trustee in its possession or in the possession of any of its or sub-contractors; and

(c) all electronic data relating to the business of the Trustee or the Fund as the Trustee reasonably requires in a format suitable for transfer of such data to another compatible computer system.

20.4 Accrued rights

The termination of the appointment of the Service Provider (whether by its own actions or by the action of the Trustee) is without prejudice to the accrued rights or remedies of either party.

20.5 Insolvency Event of the Service Provider

if this agreement is terminated by the Trustee because of an Insolvency Event in relation to the Service Provider, the Service Provider must permit the Trustee to acquire at fair market value ownership of or a licence to use the Administration System or those parts of it identified by the Trustee as desirable to enable it to efficiently operate and administer the Fund.

20.6 Payment of the Service Provider

The requirements for payment of costs and expenses under clause 7 will continue to apply for any period of transition under clause 20.1.

21 Liability and indemnities

21.1 Trustee indemnity

53882432

(a) Subject to clause 21 .1 (d), the Trustee indemnifies the Service Provider, its directors, officers and employees on a full indemnity basis against any Loss suffered or incurred or any payment made by the Service Provider or any officer or employee of the Service Provider arising directly as a result of or in connection with:

(1) any negligence, fraud, dishonesty or wilful misconduct by the Trustee, its directors, officers, agents or employees; or

(2) any breach of this agreement by the Trustee,

except to the extent that the Loss is caused or contributed to by any negligence, fraud, dishonesty, wilful misconduct or a breach of this agreement by the Service Provider.

(b) The Service Provider must take any action that may be reasonably required to mitigate its Loss.

(c) The Service Provider holds the benefit of the indemnity in favour of its directors, officers and employees on trust for them.


NNO.0010.0001.1326ASIC.0038.0001.1330

NNO.0010.0001.1327ASIC.0038.0001.1331

NNO.0010.0001.1328ASIC.0038.0001.1332

NNO.0010.0001.1329ASIC.0038.0001.1333

NNO.0010.0001.1330ASIC.0038.0001.1334

NNO.0010.0001.1331ASIC.0038.0001.1335

ASIC.0038.0001.1336 NN0.0010.0001.1332


Email address: brlan _ [email protected] .au

28 General

[email protected]

27 .2 How Notice must be given and when Notice is received

(a) A Notice must be given by one of the methods set out in the table below.

(b) A Notice is regarded as given and received at the time set out in the table below.

However, if this means the Notice would be regarded as given and received outside Business Hours Period, then the Notice will instead be regarded as given and received at the start of the following Business Hours Period.

Method of giving Notice

By hand to the nominated address

By pre-paid post to the nominated address

By fax to the nominated fax number

By email to the nominated email address

When Notice is regarded as given and received

When delivered to the nominated address

At 9.00am (addressee's time) on the sixth Business Day after the date of posting

At the time indicated by the sending party's transmission equipment as the time that the fax was sent in its entirety.

However, if the recipient party informs the sending party within 4 hours after that time that the fax transmission was illegible or incomplete, then the Notice will not be regarded as given or received. When calculating this 4 hour period, only time within a business hours period is to be included.

When the email (including any attachment) comes to the attention of the recipient party or a person acting on its behalf.

27.3 Notice must not be given by electronic communication

A Notice must not be given by electronic means of communication (other than fax and email as permitted in clause 27.2).

28 General

28.1 Governing law and jurisdiction

(a) This agreement is governed by the law in force in New South Wales.

53882432 Services Agreement page46

ASIC.0038.0001.1337 NN0.0010.0001.1333


28 General

(b) Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement.

(c) Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

28.2 Invalidity and enforceability

(a) If any provision of this agreement is invalid under the law of any jurisdiction the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

(b) Clause 28.2(a) does not apply where enforcement of the provision of this agreement in accordance with clause 28.2(a) would materially affect the nature or effect of the parties' obligations under this agreement.

28.3 Waiver

No party to this agreement may rely on the words or conduct (including a delay in the exercise of a right) of any other party as a waiver of any right arising under or in connection with this agreement (including the right to rely on this clause) unless the waiver is in writing and signed by the party granting the waiver.

28.4 Amendment

An amendment of any term of this agreement must be agreed in writing by the parties.

28.5 Assignment of rights and novation of arrangements

(a} Rights arising out of or under this agreement are not assignable by a party without the prior written consent of the other party.

(b) A breach of clause 28.S(a) by a party entitles the other party to terminate this agreement.

(c) Clause 28.S(b} does not affect the construction of any other part of this agreement.

(d} On request from the Trustee, the Service Provider will use its best endeavours to arrange for the novation of the Services Agreement (administration of insurance in super) between the Service Provider and MLC dated on or around 1 July 2016 to be between MLC and the Trustee, or another person nominated by the Trustee.

28.6 Further action to be taken

Each party must do all things and execute all documents necessary to give full effect to this agreement and the transactions contemplated by it.

28.7 Entire agreement

53862432

This agreement states all the express terms of the agreement between the parties in respect of its subject matter. It supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.


ASIC.0038.0001.1338 NN0.0010.0001.1334


28 General

28.8 No reliance

Neither party has relied on any statement by the other party not expressly included in this agreement.

28.9 Counterparts

(a) This agreement may be executed in any number of counterparts.

(b) All counterparts, taken together, constitute one instrument.

(c) A party may execute this agreement by signing any counterpart.

28.1 O Relationship of the parties

Nothing in this agreement imposes any fiduciary duties on a party in relation to any other party.

28.11 Exercise of rights

53882432

(a) Unless expressly required by the terms of this agreement, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this agreement.

(b) A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this agreement. Any conditions must be complied with by the party relying on the consent, approval or waiver.



Services (clause 3.1(a))

ASIC.0038.0001.1339

NN0.0010.0001.1335

Schedule 1

The Service Provider will provide the Trustee with the following Services in accordance with the Service Levels that are set out in the Service Level Schedules. The detail of Services to be provided will be included in the relevant Service Level Schedules.

1 Mandatory obligations

1.1 Superannuation trustee obligations

(a) Adequacy of Resources Framework

(b) Internal Control Framework

(c) Business Continuity Management Framework

(d) Risk Management Framework

(e) Benchmarking

(f) Compliance with AFSL

(g) Compliance with RSE licence

(h) Remuneration framework

1.2 Attestation/Declaration requirements

(a) Adequacy of Resources attestation

(b) Compliance with Insurance Governance Policy

(c) Compliance with Product Governance Framework

(d) Insurance Reporting to APRA

(e) Changes to Services

(f) Service Breaches

(g) Breaches and events

(h) Services Compliance

(i) Regulatory Compliance

0) GS007 Internal Controls Administration Report

{k) Integrity of internal control framework

{I) Risk Management Declaration

(m) Incident Reporting to APRA


NNO.0010.0001.1336ASIC.0038.0001.1340


(c) Regulatory Management

(d) Risk Workshop

(e) Maintain Trustee Policies

(f) Operational risk financial requirement (ORFR)

(g) ORFR Reporting to APRA

(h) Risk Review (Outsourcing, material contracts and material sub-contracts)

(i) Outsourcing Risk for Trustee

(j) Outsourcing Risk for the Service Provider

(k) Business Continuity Management

ASIC.0038.0001.1341 NN0.0010.0001.1337

(d) Independent reviews of the effectiveness of the Risk Management Framework

(e) Breach Management process

(f) Controls Plan and Testing

(g) Event Management Policy

4 Investment

4.1 Investment Governance

(a) Investment Governance Policy

(b) Investment Strategy Review

(c) Derivatives Policy

4.2 Investment Operations

(a) Investment Governance management

(b) Appointment and monitoring of investment advisers or implemented asset consultants - directly managed options

(c) Investment Governance management

(d) Investment performance monitoring

(e) Investment Strategy management

(f) Amendments to Investments

(g) Stress testing

(h) Liquidity

(i) Proxy voting

G) Implement Liquidity Management Plan

(k) Policies and procedures

(I) Assess the suitability of prospective investment options

(m) Establish investment fee rebate agreements

(n) Monitor investment fee rebate agreements



(o) Relationship management

(p) Investment disclosure

(q) Material change disclosure

(r) Board I Committee attendance

5 Insurance

5.1 Insurance Governance

(a) Insurance Management Framework

(b) Insurance Policies governing insured benefits

(c) Trustee Claims team

(d) Insurer Monitoring

(e) Maintenance of Insurance capability

5.2 Insurance Operations

(a) Insurance administration and management

(b) Application for claim decisions

(c} Appointment or reappointment of a new insurer

(d) Termination or change of insurer

(e) Insurance Administration Reporting

(f) Assessment and payment of claims and benefits

(g) Pending claims payment

(h) Manage external insurers

(i) Insurer management process

(j) Data management

(k) Re-rate Review

(I) Tax deductions

(m) Collection and payment of premiums

ASIC.0038.0001.1342 NN0.0010.0001.1338

(n) Management of insurance reserves for Defined Benefit and Self-insurance

( o) Management of Anti-detriment arrangements

(p) Disclosures and communications

(q) Self- Insurance

(r) Training

( s) Reporting

(t) Tender of Insurance arrangements


6

6.1


Product

Product Governance

(a) Competitive and compliant

(b) Product promotion and marketing policies

(c} Product Governance Framework

6.2 Product Operations

(a) Product Benefit Refresh

(b) New business opportunities

(c) Promotional material (all media)

{d} Successor fund transfers

(e} Participation Schedules

(f) Non-standard Arrangements Report

(g) Reserve Accounts

(h) Communication to Members and Employers (all media)

(i) Communication to Members

G) Disclosure Record Keeping

(k) Corporate - Relationship Management

(I) Product Support Services (Retail)

(m) ATO Reporting

(n) Compliance systems and processes

(o) Regulatory Compliance

ASIC.0038.0001.1343 NN0.0010.0001.1339

(p) Provision of superannuation business services of Bundled products

6.3 Defined Benefit Governance

(a) Defined Benefit funding policies

(b) Corporate plan actuaries

6.4 Defined Benefit Operations

(a) Defined Benefit funding management

(b) Shortfall limit

(c) Actuarial investigations

(d) Employer acceptance of recommendation

(e) Unsatisfactory financial position

(f) Funding and Solvency Certificate

(g) Restoration Plan

53882432 Seivices Agreement page 53

-~~w~ HERBERT ;::::: ::::: SMITH ~ ~ FREEHILLS ~Iii~~

(h) Self-insurance

(i) Annual & Interim Crediting Rates

0) Member servicing

(k) Employer servicing

(I) Services for Corporate Plans

7 Member

7.1 Member Governance

(a) Administration and Operating Policies

(b) Complaints resolution policy and procedure

(c) Complaints escalation policy

(d) Performance analysis

(e) Intra-fund Consolidation procedure

7 .2 Member Operations

(a) Administration management

(b) Member transactions & record keeping

(c) Employer record keeping

(d) Financial transaction management

(e) Website and online facilities

(f) Call Centre

(g) Mail handling

(h) Adviser record keeping

(i) Systems Provision & Maintenance

(j) Systems Management

(k) Operation of the administration systems

(I) Complaints handling

(m) Escalated complaints

(n) Member disclosure

(o) Member communications - Relationship Management

(p) Member education resources

(q) Member advice delivery

(r) Clearing house facility

(s) Intra-fund Consolidation

53882432

ASIC.0038.0001.1344 NN0.0010.0001.1340

Seivices Agreement page 54

7.3


ASIC.0038.0001.1345 NN0.0010.0001.1341

Additional Member Operations - specific to BHP Billiton Corporate Plan



(c) Call Centre

(d) Mail handling

(e) Member disclosure

(f) Member communications - Relationship Management

(g) Relationship Management

(h) Member education resources

(i) Member advice delivery

(j) Employer consulting services

(k) Employer consulting services

(I) Employer consulting services

(m) Travel

(n) Insurance management

7 .4 Additional Member Operations - specific to Worsley Alumina Corporate Plan



(c) Call Centre

(d) Mail handling

(e) Member disclosure

(f) Member communications - Relationship Management

(g) Relationship Management

(h) Member education resources

(i) Member advice delivery

0) Employer consulting services

(k) Employer consulting services

(1) Employer consulting services

(m) Travel

(n) Insurance management


NNO.0010.0001.1342ASIC.0038.0001.1346

9

9.1

9.2


(cc) Anti-detriment claims

(dd) Investment of Fund assets

(ee) Adviser remuneration arrangement

(ff) RSE Reseives

(gg) Trustee Financial plan

Taxation

Taxation Operations

(a) Tax return preparation - Annual returns

(b) Tax payments

(c) Taxation compliance

(d) Regulatory change

(e) Taxation advice

(f) Anti-detriment claims

Internal Audit Operations

(a) Trustee Internal Audit plan

(b) Internal Audit Reviews

(c) Compliance Reviews

(d) Outsourcing activities review

(e) Outsourcing arrangements

10 Legal

10.1 Legal Operations

(a) In-house tegat personnel

11 Procuring other service providers

(a) Member Advice Services

(b) Clearing house providers - SuperEzy and SuperPay

53882432

ASIC.0038.0001.1347 NN0.0010.0001.1343


NNO.0010.0001.1344ASIC.0038.0001.1348

NNO.0010.0001.1345ASIC.0038.0001.1349

NNO.0010.0001.1346ASIC.0038.0001.1350

NNO.0010.0001.1347ASIC.0038.0001.1351

NNO.0010.0001.1348ASIC.0038.0001.1352

NNO.0010.0001.1349ASIC.0038.0001.1353

NNO.0010.0001.1350ASIC.0038.0001.1354

NNO.0010.0001.1351ASIC.0038.0001.1355

NNO.0010.0001.1352ASIC.0038.0001.1356

NNO.0010.0001.1353ASIC.0038.0001.1357

NNO.0010.0001.1354ASIC.0038.0001.1358

NNO.0010.0001.1355ASIC.0038.0001.1359

NNO.0010.0001.1356ASIC.0038.0001.1360

NNO.0010.0001.1357ASIC.0038.0001.1361

NNO.0010.0001.1358ASIC.0038.0001.1362

NNO.0010.0001.1359ASIC.0038.0001.1363

NNO.0010.0001.1360ASIC.0038.0001.1364

NNO.0010.0001.1361ASIC.0038.0001.1365

NNO.0010.0001.1362ASIC.0038.0001.1366

NNO.0010.0001.1363ASIC.0038.0001.1367

NNO.0010.0001.1364ASIC.0038.0001.1368

NNO.0010.0001.1365ASIC.0038.0001.1369

NNO.0010.0001.1366ASIC.0038.0001.1370

NNO.0010.0001.1367ASIC.0038.0001.1371

NNO.0010.0001.1368ASIC.0038.0001.1372

NNO.0010.0001.1369ASIC.0038.0001.1373

NNO.0010.0001.1370ASIC.0038.0001.1374

NNO.0010.0001.1371ASIC.0038.0001.1375

NNO.0010.0001.1372ASIC.0038.0001.1376

NNO.0010.0001.1373ASIC.0038.0001.1377

NNO.0010.0001.1374ASIC.0038.0001.1378

NNO.0010.0001.1375ASIC.0038.0001.1379

NNO.0010.0001.1376ASIC.0038.0001.1380

NNO.0010.0001.1377ASIC.0038.0001.1381

NNO.0010.0001.1378ASIC.0038.0001.1382

NNO.0010.0001.1379ASIC.0038.0001.1383

NNO.0010.0001.1380ASIC.0038.0001.1384

NNO.0010.0001.1381ASIC.0038.0001.1385

NNO.0010.0001.1382ASIC.0038.0001.1386

NNO.0010.0001.1383ASIC.0038.0001.1387

NNO.0010.0001.1384ASIC.0038.0001.1388

NNO.0010.0001.1385ASIC.0038.0001.1389

NNO.0010.0001.1386ASIC.0038.0001.1390

NNO.0010.0001.1387ASIC.0038.0001.1391

NNO.0010.0001.1388ASIC.0038.0001.1392

NNO.0010.0001.1389ASIC.0038.0001.1393

NNO.0010.0001.1390ASIC.0038.0001.1394

NNO.0010.0001.1391ASIC.0038.0001.1395

NNO.0010.0001.1392ASIC.0038.0001.1396

NNO.0010.0001.1393ASIC.0038.0001.1397

NNO.0010.0001.1394ASIC.0038.0001.1398

NNO.0010.0001.1395ASIC.0038.0001.1399

NNO.0010.0001.1396ASIC.0038.0001.1400

NNO.0010.0001.1397ASIC.0038.0001.1401

NNO.0010.0001.1398ASIC.0038.0001.1402

NNO.0010.0001.1399ASIC.0038.0001.1403

NNO.0010.0001.1400ASIC.0038.0001.1404

NNO.0010.0001.1401ASIC.0038.0001.1405

NNO.0010.0001.1402ASIC.0038.0001.1406

NNO.0010.0001.1403ASIC.0038.0001.1407

NNO.0010.0001.1404ASIC.0038.0001.1408

NNO.0010.0001.1405ASIC.0038.0001.1409

NNO.0010.0001.1406ASIC.0038.0001.1410

NNO.0010.0001.1407ASIC.0038.0001.1411

NNO.0010.0001.1408ASIC.0038.0001.1412

NNO.0010.0001.1409ASIC.0038.0001.1413

NNO.0010.0001.1410ASIC.0038.0001.1414

NNO.0010.0001.1411ASIC.0038.0001.1415

NNO.0010.0001.1412ASIC.0038.0001.1416

NNO.0010.0001.1413ASIC.0038.0001.1417

NNO.0010.0001.1414ASIC.0038.0001.1418

NNO.0010.0001.1415ASIC.0038.0001.1419

NNO.0010.0001.1416ASIC.0038.0001.1420

NNO.0010.0001.1417ASIC.0038.0001.1421

NNO.0010.0001.1418ASIC.0038.0001.1422

NNO.0010.0001.1419ASIC.0038.0001.1423

NNO.0010.0001.1420ASIC.0038.0001.1424

NNO.0010.0001.1421ASIC.0038.0001.1425

NNO.0010.0001.1422ASIC.0038.0001.1426

NNO.0010.0001.1423ASIC.0038.0001.1427

NNO.0010.0001.1424ASIC.0038.0001.1428

NNO.0010.0001.1425ASIC.0038.0001.1429

NNO.0010.0001.1426ASIC.0038.0001.1430

NNO.0010.0001.1427ASIC.0038.0001.1431

NNO.0010.0001.1428ASIC.0038.0001.1432

NNO.0010.0001.1429ASIC.0038.0001.1433

NNO.0010.0001.1430ASIC.0038.0001.1434

NNO.0010.0001.1431ASIC.0038.0001.1435

NNO.0010.0001.1432ASIC.0038.0001.1436

NNO.0010.0001.1433ASIC.0038.0001.1437

NNO.0010.0001.1434ASIC.0038.0001.1438

NNO.0010.0001.1435ASIC.0038.0001.1439

NNO.0010.0001.1436ASIC.0038.0001.1440

NNO.0010.0001.1437ASIC.0038.0001.1441

NNO.0010.0001.1438ASIC.0038.0001.1442

NNO.0010.0001.1439ASIC.0038.0001.1443

NNO.0010.0001.1440ASIC.0038.0001.1444

NNO.0010.0001.1441ASIC.0038.0001.1445

NNO.0010.0001.1442ASIC.0038.0001.1446

NNO.0010.0001.1443ASIC.0038.0001.1447

NNO.0010.0001.1444ASIC.0038.0001.1448

NNO.0010.0001.1445ASIC.0038.0001.1449

NNO.0010.0001.1446ASIC.0038.0001.1450

NNO.0010.0001.1447ASIC.0038.0001.1451

NNO.0010.0001.1448ASIC.0038.0001.1452

NNO.0010.0001.1449ASIC.0038.0001.1453

NNO.0010.0001.1450ASIC.0038.0001.1454

NNO.0010.0001.1451ASIC.0038.0001.1455

NNO.0010.0001.1452ASIC.0038.0001.1456

NNO.0010.0001.1453ASIC.0038.0001.1457

NNO.0010.0001.1454ASIC.0038.0001.1458

NNO.0010.0001.1455ASIC.0038.0001.1459

NNO.0010.0001.1456ASIC.0038.0001.1460

NNO.0010.0001.1457ASIC.0038.0001.1461

NNO.0010.0001.1458ASIC.0038.0001.1462

NNO.0010.0001.1459ASIC.0038.0001.1463

NNO.0010.0001.1460ASIC.0038.0001.1464

NNO.0010.0001.1461ASIC.0038.0001.1465

NNO.0010.0001.1462ASIC.0038.0001.1466

NNO.0010.0001.1463ASIC.0038.0001.1467

NNO.0010.0001.1464ASIC.0038.0001.1468

NNO.0010.0001.1465ASIC.0038.0001.1469

NNO.0010.0001.1466ASIC.0038.0001.1470

NNO.0010.0001.1467ASIC.0038.0001.1471

NNO.0010.0001.1468ASIC.0038.0001.1472

NNO.0010.0001.1469ASIC.0038.0001.1473

NNO.0010.0001.1470ASIC.0038.0001.1474

NNO.0010.0001.1471ASIC.0038.0001.1475

NNO.0010.0001.1472ASIC.0038.0001.1476

NNO.0010.0001.1473ASIC.0038.0001.1477

NNO.0010.0001.1474ASIC.0038.0001.1478

NNO.0010.0001.1475ASIC.0038.0001.1479

NNO.0010.0001.1476ASIC.0038.0001.1480

NNO.0010.0001.1477ASIC.0038.0001.1481

NNO.0010.0001.1478ASIC.0038.0001.1482

NNO.0010.0001.1479ASIC.0038.0001.1483

NNO.0010.0001.1480ASIC.0038.0001.1484

NNO.0010.0001.1481ASIC.0038.0001.1485

NNO.0010.0001.1482ASIC.0038.0001.1486

NNO.0010.0001.1483ASIC.0038.0001.1487

NNO.0010.0001.1484ASIC.0038.0001.1488

NNO.0010.0001.1485ASIC.0038.0001.1489

Schedule 4 - SuperChoice Agreement

Superchoice Licence SuperChoice_Licence Superchoice_Ucence and services Agreem _and_Service_Agree1 _and_5ervices_AgreE

ASIC.0038.0001.1490 NN0.0010.0001.1486

NNO.0010.0001.1487ASIC.0038.0001.1491

NNO.0010.0001.1488ASIC.0038.0001.1492

NNO.0010.0001.1489ASIC.0038.0001.1493

NNO.0010.0001.1490ASIC.0038.0001.1494

NNO.0010.0001.1491ASIC.0038.0001.1495

NNO.0010.0001.1492ASIC.0038.0001.1496

NNO.0010.0001.1493ASIC.0038.0001.1497

NNO.0010.0001.1494ASIC.0038.0001.1498

NNO.0010.0001.1495ASIC.0038.0001.1499

NNO.0010.0001.1496ASIC.0038.0001.1500

NNO.0010.0001.1497ASIC.0038.0001.1501

NNO.0010.0001.1498ASIC.0038.0001.1502

NNO.0010.0001.1499ASIC.0038.0001.1503

NNO.0010.0001.1500ASIC.0038.0001.1504

NNO.0010.0001.1501ASIC.0038.0001.1505

NNO.0010.0001.1502ASIC.0038.0001.1506

NNO.0010.0001.1503ASIC.0038.0001.1507

NNO.0010.0001.1504ASIC.0038.0001.1508

NNO.0010.0001.1505ASIC.0038.0001.1509

NNO.0010.0001.1506ASIC.0038.0001.1510

NNO.0010.0001.1507ASIC.0038.0001.1511

NNO.0010.0001.1508ASIC.0038.0001.1512

NNO.0010.0001.1509ASIC.0038.0001.1513

NNO.0010.0001.1510ASIC.0038.0001.1514

NNO.0010.0001.1511ASIC.0038.0001.1515

NNO.0010.0001.1512ASIC.0038.0001.1516

NNO.0010.0001.1513ASIC.0038.0001.1517

NNO.0010.0001.1514ASIC.0038.0001.1518

NNO.0010.0001.1515ASIC.0038.0001.1519

NNO.0010.0001.1516ASIC.0038.0001.1520

NNO.0010.0001.1517ASIC.0038.0001.1521

NNO.0010.0001.1518ASIC.0038.0001.1522

NNO.0010.0001.1519ASIC.0038.0001.1523

NNO.0010.0001.1520ASIC.0038.0001.1524

NNO.0010.0001.1521ASIC.0038.0001.1525

NNO.0010.0001.1522ASIC.0038.0001.1526

NNO.0010.0001.1523ASIC.0038.0001.1527

NNO.0010.0001.1524ASIC.0038.0001.1528

NNO.0010.0001.1525ASIC.0038.0001.1529

NNO.0010.0001.1526ASIC.0038.0001.1530

NNO.0010.0001.1527ASIC.0038.0001.1531

NNO.0010.0001.1528ASIC.0038.0001.1532

NNO.0010.0001.1529ASIC.0038.0001.1533

NNO.0010.0001.1530ASIC.0038.0001.1534

NNO.0010.0001.1531ASIC.0038.0001.1535

NNO.0010.0001.1532ASIC.0038.0001.1536

NNO.0010.0001.1533ASIC.0038.0001.1537

NNO.0010.0001.1534ASIC.0038.0001.1538

NNO.0010.0001.1535ASIC.0038.0001.1539

NNO.0010.0001.1536ASIC.0038.0001.1540

NNO.0010.0001.1537ASIC.0038.0001.1541

NNO.0010.0001.1538ASIC.0038.0001.1542

NNO.0010.0001.1539ASIC.0038.0001.1543

NNO.0010.0001.1540ASIC.0038.0001.1544

NNO.0010.0001.1541ASIC.0038.0001.1545

NNO.0010.0001.1542ASIC.0038.0001.1546

NNO.0010.0001.1543ASIC.0038.0001.1547

NNO.0010.0001.1544ASIC.0038.0001.1548

NNO.0010.0001.1545ASIC.0038.0001.1549

NNO.0010.0001.1546ASIC.0038.0001.1550

NNO.0010.0001.1547ASIC.0038.0001.1551

NNO.0010.0001.1548ASIC.0038.0001.1552

NNO.0010.0001.1549ASIC.0038.0001.1553

NNO.0010.0001.1550ASIC.0038.0001.1554

NNO.0010.0001.1551ASIC.0038.0001.1555

NNO.0010.0001.1552ASIC.0038.0001.1556

NNO.0010.0001.1553ASIC.0038.0001.1557

NNO.0010.0001.1554ASIC.0038.0001.1558

NNO.0010.0001.1555ASIC.0038.0001.1559

NNO.0010.0001.1556ASIC.0038.0001.1560

NNO.0010.0001.1557ASIC.0038.0001.1561

NNO.0010.0001.1558ASIC.0038.0001.1562

NNO.0010.0001.1559ASIC.0038.0001.1563

NNO.0010.0001.1560ASIC.0038.0001.1564

NNO.0010.0001.1561ASIC.0038.0001.1565

NNO.0010.0001.1562ASIC.0038.0001.1566

NNO.0010.0001.1563ASIC.0038.0001.1567

NNO.0010.0001.1564ASIC.0038.0001.1568

NNO.0010.0001.1565ASIC.0038.0001.1569

NNO.0010.0001.1566ASIC.0038.0001.1570

NNO.0010.0001.1567ASIC.0038.0001.1571

NNO.0010.0001.1568ASIC.0038.0001.1572


Executed as an agreement

Signed for NULIS Nominees (Australia) Limited by its Attorney under Power of Attorney dated 28 June 2016

~"-· f P Attorney

~,. /.'1A.J1 .. print name ' bf""- ()/'fl'- ()ft...

Signed for National Wealth Management Services Limited by its Attorney under Power of Attorney dated 24 June 2016

~ .. ~. ~ -z£Ut; Atto y

print name LJ?l.41 J ~< A.nru:..

53882432

ASIC.0038.0001.1573 NN0 .0010.0001.1569

Signing page

in the presence of

sign here JI> -::ti... Witness·---·-·--------

print name __ S~..r.~.,.A~-1::~"'~....L~Y--""----

in the presence of

sign here JI> _L_

---------~~~-WI t n es s


services agreement · australian financial services licence (afsl) and are not being ......

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