asp.002.001.2148 aon

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Aon Master Trust

Administration Agreement

Between

Aon Superannuation Pty Limited (ABN 83 057 982 822)

and

Aon Hewitt Limited (ABN 48 002 288 646)

ASP.002.001.2148

AON

ASP.002.001.2149

AON Table of Contents

1. Definitions 3

2. Trustee Appoints the Administrator 6

3. The Administrator's Services 7

4. The Administrator's Fees 7

5. Service Standards 8

6. Trustee's & Employer's Responsibilities - Employer-Sponsored Members 8

7. Trustee's & Employer's Responsibilities - Secure Internet Access Services 9

8. Trustee's Duties - Non-Employer Sponsored Members and Pension Members 9

9. Compliance 10

10. Anti-Money Laundering and Counter-Terrorism Financing 10

11. Business Continuity Plan 11

12. Indemnity & Insurance 12

13. Limit of liability 12

14. Confidentiality & Privacy 13

15. Amendment of this Agreement 15

16. Term of this Agreement 15

17. Termination of this Agreement 15

18. Intellectual Property 17

19. Audit 17

20. Trustee & APRA Access to Information and Premises 18

21. Goods & Services Tax 19

22. Notices 19

23. Interpretation 21

24. Agreement 23

Schedule 1A- Fees - Personal and Corporate Super

Schedule 1 B - Fees - Corporate Super - Defined Benefit Sub-Plans

Schedule 1C - Fees· Pension

Schedule 2 - Services

Schedule 3 - Service Standards

Schedule 4 - Privacy Notice

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ASP.002.001.2150

AON THIS AGREEMENT is made the day of 2015

BETWEEN AON SUPERANNUATION PTY LIMITED (AFSL 237465) (ABN 83 057 982 822) Level 33, Aon Tower, 201 Kent Street, Sydney NSW 2000 (the Trustee)

AND AON HEWITI LIMITED (AFSL 236667) {ABN 48 002 288 646) Level 33, Aon Tower, 201 Kent Street, Sydney NSW 2000 (Administrator)

RECITALS

A. The Trustee is the trustee of the Aon Master Trust {the Fund).

B. The Administrator is the current administrator of the Fund under an Administration Agreement dated 1 January 2011 (the 2011 Agreement).

C. The parties have agreed to replace the 2011 Agreement as from the Effective Date, but otherwise confirm the appointment of the Administrator.

D. The Trustee's appointment of the Administrator to provide administration services (the Services) to the Fund is as set out in this Agreement.

E. The Adm inistrator has agreed to accept that appointment on the terms set out in this Agreement.

NOW IT IS AGREED AS FOLLOWS

1. Definitions

Administrative Fee Schedules means the fee schedules applicable to the provision of the Services as set out in Schedules 1 A, 1 B and 1 C, or as agreed between the parties from time to time.

AMUCTF Act means the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth).

AMUCTF Compliance Program means an anti-money laundering and counter-terrorism financing program as defined in Section 5 of the AML/CTF Act.

Annual Review means the annual update of Member records as at the end of the Annual Review Year.

Annual Review Year means the Fund year from 1 July to 30 June.

APRA means the Australian Prudential Regulation Authority or any other relevant government authority which is responsible for the prudential supervision or regulation of the Fund or the Trustee under Relevant Law.

ASIC means the Australian Securities and Investment Commission or any other relevant government authority, which is responsible for financial services regulation and for the licensing and monitoring of the Trustee under Relevant Law.

ATO means the Australian Taxation Office.

Auditor has the same meaning as in the Trust Deed.

AUSTRAC means the Australian Transactions Reports and Analysis Centre.

Average Weekly Earnings means the movement over one year in Australian Full Time Adult Weekly Ordinary Time Earnings as published by the Australian Bureau of Statistics in its most recent report.

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AON Benefit Payment Statement means a statement issued to Members upon the payment of benefits satisfying the requirements of the Relevant Law.

Benefit Statement means a statement issued to Members effective at the end of each Annual Review Year to satisfy the requirements of the Relevant Law.

Business Continuity Plan means the Administrator's business continuity and disaster recovery procedures in respect of the Services as set out in Clause 11.

Business Day means Business Hours during Monday to Friday excluding Australian national holidays, and public holidays and bank holidays in New South Wales.

Business Hour means the hours between 9am to 5pm on a Business Day EST.

Claim's Report means a report in relation to each claim advising the name of the Member and the date of death or disablement and a summary of the Trustee's obligations as set out in the Trust Deed and a summary of the claim and a copy of the relevant evidence and/or correspondence in relation to the claim.

Commencement Date or Effective Date means 1 January 2015.

Confidential Information means any or all information which the parties may reasonably expect to be confidential including but not limited to:

(a) all information about Members of the Fund that the Employer and/or the Trustee and/or a Member gives to the Administrator;

(b) information about the Services;

(c) the contents of this Agreement; and

(d) information held in connection with this Agreement;

but does not include information that:

(e) is in the public domain, otherwise than because of any breach of this Agreement;

(f) the recipient or holder can demonstrate was known to it prior to the disclosure to it by the other party;

(g) is developed by the recipient or holder outside the scope of the Agreement;

(h) obtained by the recipient or holder from a third party having the legal right to disclose that information to the recipient or holder; or

(i) is disclosed in accordance with the order of, or direction by, any court, tribunal or governmental authority.

Consideration has the meaning given by the GST Law.

Corporations Act means the Corporations Act 2001 (Cth).

Custodian means any company appointed as the custodian of Fund assets under the Trust Deed.

Disaster means the occurrence of one or more events which materially impacts on the delivery of any Services as defined in the Administrator's Business Continuity Plan.

Disaster Recovery Plan means the Administrator's disaster recovery procedures in respect of the Services as set out in Clause 11 .

Employee has the same meaning as in the Trust Deed.

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AON Employer has the same meaning as the Trust Deed.

Fees means the fee(s) provided for in Clause 2.2 and as set out in the Administration Fee Schedule Schedules 1 A, 1 B and 1 C of this Agreement.

Fund means the Aon Master Trust as constituted by trust deed dated 25 June 1990 (as amended).

Fund's Bank Account means the bank account established by the Trustee under Schedule 2 Rule 6 of this Agreement.

Fund Data means all books and records of the Fund and or the Trustee other than the Software Packages and Documentation described in Clause 18.

GST has the meaning given by the GST Law.

GST Amount has the meaning given by the GST Law.

GST Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth), or, if that Act does not exist means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

Initial Term means the period commencing on the Commencement Date and ending on 31 December 2018.

Input Tax Credit has the meaning given by the GST Law.

Intellectual Property Rights means intellectual property rights in any trade name, copyright, invention, discovery, know-how, patent, trade secret, software, technology, database or any other industrial property or right whether registered or not, and in the case of the Administrator, the form and contents of each report or advice which it provides to the Trustee.

Investment Manager means each person(s) or firm, as advised to the Administrator by the Trustee in writing from time to time, appointed by the Trustee to manage part or all of the investments of the Fund.

Member has the same meaning as in the Trust Deed.

PDS means any Product Disclosure Statement issued by the Trustee.

Privacy Act means the Privacy Act 1988 (Cth).

Records includes notices, correspondence, statements, forms, certificates, reports, returns, software, supporting documentation, instructions, procedures, policies, files, the contents of the Fund's website(s) and any other documents whether in written, electronic or any other form generated, produced, received or maintained by the Administrator in providing the Services.

Relevant Law means any:

(a) law, regulation, by-law or ordinance of Australia or any State or Territory of Australia;

(b) rulings or guidelines issued by APRA;

(c) rulings or guidelines issued by ASIC; and

{d) statements by government announcing proposed changes to the law with which the Trustee or the Fund must comply or with which, in the reasonable opinion of the Trustee, the Trustee must comply.

Services means the administration services specified in Clause 3 that the Administrator provides for the Trustee in respect of the Fund and excludes other services irrespective of whether they are the subject of separate agreement(s ).

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AON Service Provider means a person (other than the Administrator) who provides any advice or service, matter or thing to or for the benefit of the Trustee of the Fund.

Service Standards means the time standards for the provision of Services provided for in Clause 5 and set out in Schedule 3, or as agreed between the parties from time to time.

Supply has the meaning given by GST Law.

Supplies means the plural term given to Supply.

Tax Invoice has the meaning given by GST Law.

Term means the Initial Term and any extension of the Initial Term.

Trust Deed means the trust deed governing the operation of the Fund.

2. Trustee Appoints the Administrator

2.1 The Trustee appoints the Administrator to provide the Services on the terms set out in this Agreement.

2.2 In consideration for the payment of the Fees, and other obligations of the Trustee under this Agreement, the Administrator accepts the appointment made under Clause 2.1.

2.3 Subject to Clause 15, the Trustee and the Administrator agree that this Agreement:

(a) constitutes the whole of their agreement; and

(b) overrides any other statement, representation, understanding or agreement which either may have made to or with the other which conflicts with or relates to any matter with which this Agreement deals.

2.4 The Trustee and the Administrator agree that nothing in this Agreement prevents the Administrator from providing to any other person(s) services identical or similar to those agreed under this Agreement.

2.5 The Administrator agrees that it will perform its duties with reasonable skill and diligence.

2.6 The Trustee and the Administrator agree that this Agreement does not prevent the Administrator from sub-contracting any or all of the Services, provided that the Administrator:

(a) receives prior consent from the Trustee; and

(b) remains responsible for the provision of the Services to the Trustee.

2.7 The Trustee and the Adm inistrator agree that this Agreement does not prevent the Administrator from entering into any offshoring agreement involving any or all of the Services, provided that the Administrator:

(a) receives prior consent from the Trustee; and

(b) remains responsible for the provision of the Services to the Trustee.

2.8 The Trustee and the Administrator agree that for the purposes of this Agreement the Administrator is not under any fiduciary duty to the Trustee or to any of the Members.

2.9 Until and unless the Administrator gives written notice to the contrary, the Administrator will administer the Fund in accordance with the requirements of any PDS and the Trust Deed.

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AON 3. The Administrator's Services

3.1 The Adm inistrator will provide the Services outlined in Schedule 2 (as applicable) in accordance with the Service Standards described in Schedule 3.

3.2 Subject to any limitations, restrictions or instructions which the Trustee specifies in writing from time to time, the Administrator shall have the following powers:

(a) the power to enter into such transactions, and incur such expenditures, on behalf of the Trustee as authorised by the Trustee and as required in the management of the Fund in accordance with this Agreement; and

{b) any other powers necessary for the proper performance of the Adm inistrator's duties under this Agreement.

3.3 The Administrator agrees to deal with all Service Providers on an arm's length basis.

3.4 The Administrator may change the name of the Services at any time, but this change of name will not diminish in any way the content of those activities set out in Schedule 2.

3.5 The Administrator will pay from its Fees any amount that the Trustee agrees (or which it agrees on behalf of the Trustee) with any other Service Provider (including any financial advisor to a Member or an Employer).

3.6 If requested, the Administrator has the responsibility to provide each Employee or individual on becoming eligible to join the Fund, the following documents which may include:

(a) a copy of the current PDS for the Employee's or individual's category of membership.

{b) reasonable access to the Trust Deed, financial statements and auditor's report; and

(c) any other document as may be supplied from time to time by the Trustee for distribution to prospective members.

4. The Administrator's Fees

4.1 Fee Schedules

4.1.1 The Administration Fee Schedules as at the Effective Date are attached and marked Schedules 1A, 1 B and 1C (as appropriate).

4.1 .2 The Administration Fee Schedules will be indexed on each anniversary of the Annual Review in accordance with the Average Weekly Earnings.

4.1.3 The Administration Fee Schedules; after indexation, will be issued at the beginning of each Annual Review Year.

4.1.4 The new Fee scales contained within any new or amended Administration Fee Schedule will take effect from the beginning of each Annual Review Year despite any delay by the Administrator in issuing the new Administration Fee Schedules.

4.1.5 This Agreement automatically authorises the Administrator to organise the payment of Fees each month.

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AON 4.2 Administrator's Fees

4.2.1 The Trustee will pay the Fees as set out in the Administration Fee Schedules. Where applicable, GST will be included.

4.2.2 Subject to Clause 4.3, the Fees described in the Administration Fee Schedules may be changed by written agreement between the Trustee and the Administrator.

4.2.3 The Fees are payable monthly in arrears within thirty (30) days following receipt of the appropriate invoice. Where the Trustee has a genuine dispute about an amount payable, the parties will use their best endeavours to resolve that dispute in a reasonable time and the Trustee will pay the undisputed portion and the Administrator wi ll continue to perform its obligations under this Agreement.

4.3 Right to Change Administration Fees

4.3.1 The Administrator reserves the right to make changes, other than indexation, to its Administration Fee Schedules by giving three (3) months' prior notice in writing to the Trustee at any time for any reason, including but not limited to, to compensate for:

(a) significant new or additional requirements imposed by Relevant Law;

(b) significant variations to its income or taxation obligations due to changes or proposed changes to the existing system of income taxation in Australia;

(c) significant variation to the Services as agreed between the Trustee and the Administrator; or

(d) significant work which the Administrator is required to undertake due to the failure of any other person (including the Trustee, an employer, investment advisor, Investment Manager, insurer, banker, auditor or accountant) to carry out its normal duties in accordance with normal industry practice.

4.3.2 Any changes in Fees will be subject to Clauses 1.2 and 1.3 of Schedules 1 A and 1 B, and Clause 1.2 of Schedule 1 C.

4.4 Fees Payable

The Fees are payable as set out in this Clause and as set out in the Administration Fee Schedules.

5. Service Standards

5.1 The Administrator will use its best endeavours to provide the Services in accordance with the time standards detailed in Schedule 3 subject to the specific requirements of the Trustee and the Relevant Law.

5.2 The Trustee acknowledges that the Administrator's Service Standards will be affected detrimentally by any failure and/or delay by an Employer or itself completing its obligations under Clauses 6, 7 and 8 and the parties will adjust the Service Standards fairly to compensate for these delays.

6. Trustee's & Employer's Responsibilities - Employer-Sponsored Members

6.1 In the case of employer-sponsored members, the Trustee acknowledges that performance of the responsibilities referred to in Clause 6.3 are essential to the efficient and timely operation of the Fund and acknowledges that the Employer's failure to carry out those responsibilities in an efficient and timely manner will result in delays including delays in the Administrator's performance under Clause 5.2 and Schedule 2.

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AON 6.2 The parties agree that the actions set out in Clause 6.3:

(a) are necessary for the proper administration of the Fund; and

(b) are the responsibility of the Employer.

6.3 In accordance with Clause 6.1, the Trustee agrees that it shall not hold the Administrator liable for the performance by the Employer of the following functions:

(a) promptly forwarding completed new Member documentation to the Administrator in accordance with the requirements of the Administrator, as notified by the Administrator;

(b) notifying the Administrator about any changes to the individual Member information referred to above;

(c) remitting Employer and Member contributions to the Administrator with appropriate data in the Administrator's required format, ensuring that Member contributions are remitted within twenty eight (28) days of the end of the month in which they have been deducted;

(d) supplying Annual Review data to the Administrator in the Administrator's required format in accordance with the Annual Review timetable agreed with the Administrator and the Trustee;

(e) advising the Administrator promptly upon any Member ceasing work due to injury or illness in relation to a salary continuance insurance benefit claim;

(f) promptly advising the Administrator in respect of each Member leaving service a termination advice in accordance with the Administrator's requirements as notified by the Administrator;

(g) assisting Members and the Administrator in relation to medical evidence and claims for insured benefits, if necessary;

(h) directing any Member with a complaint about the administration of the Fund to the Administrator and promptly forwarding any written complaints received from Members to the Administrator; and

(i) discharging other duties of the Employer as set out in the administration procedures manual provided by the Administrator, as updated from time to time.

7. Trustee's & Employer's Responsibilities - Secure Internet Access Services

7.1 The Trustee undertakes that it has arranged, or will arrange, with the Employer, or another person, if applicable, in respect of secure internet access services provided by the Administrator:

(a) to keep confidential log-in name(s) and password(s) their relevant employer sponsors have access to, and agree to provide log-in names and passwords to relevant employer-sponsored Fund Members in a secure manner;

(b) to use the secure internet access services for the sole purpose of providing and reviewing superannuation information to, or in respect of, Members of the Fund to the Administrator; and

(c) to utilise (at their own cost) the internet browser software specified by the Administrator (from time to time) to gain access to the Services set out in Schedule 2.

8. Trustee's Duties - Non-Employer Sponsored Members and Pension Members

8.1 The Trustee agrees to do everything reasonably required to be done by the Trustee to discharge its obligations under this Agreement.

8.2 In performing its obligations under Clause 8.1, the Trustee may delegate its responsibilities.

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AON 9. Compliance

9.1 The Administrator will ensure that the Fund is administered in accordance with this Agreement and the provisions of the Trust Deed, Relevant Law and any compliance procedures which the Trustee may establish from time to time and will ensure that its administration of the Fund meets all the requirements of Relevant Law to the extent that this is within its reasonable power.

9.2 The Trustee acknowledges that the Administrator does not provide legal services to the Fund and that the Administrator does not warrant that either the Trust Deed or the procedures of the Trustee comply with the Relevant Law.

9.3 The Administrator will notify the Trustee when it becomes aware of any Significant Event (as defined under Relevant Law) within three (3) business days of so becoming aware.

9.4 The Administrator will take all reasonable measures to ensure that Personal Information relating to Members, including tax file numbers, held in connection with the Agreement is collected, stored and disclosed only in accordance with Relevant Law and is protected against loss, unauthorised access and misuse.

9.5 The Administrator will provide the Trustee with a report following the completion of each Annual Review in respect of the administration services, including but not limited to information relating to any failure to meet performance standards.

9.6 The Administrator shall keep accurate books and records as required under this Agreement and by Relevant Law. The Trustee shall have the right to inspect such books and records on reasonable notice at its expense but no more frequently than twice per year so that an independent auditor may check and confirm the validity of reports submitted by the Administrator to the Trustee.

9.7 The Administrator will not issue Benefit Statements or written material for the completion of the Annual Review without the prior written approval of the Trustee.

10. Anti-Money Laundering and Counter-Terrorism Financing

10.1 Compliance

The Administrator must provide the Services consistent with, and in accordance with, the Trustee's obligations under the AML/CTF Act and the Trustee's AML/CTF Compliance Program, including:

(a) implementing Member identification and verification procedures in accordance with the AML/CTF Act and the Trustee's AML/CTF Compliance Program;

(b) identifying, and reporting to the Trustee, suspicious matters, as defined in the AML/CTF Act and in accordance with the Trustee's AML/CTF Compliance Program to enable the Administrator or the Trustee to make a suspicious matter report to APRA, ASIC, ATO or AUSTRAC (as required) within the timeframe prescribed under the AML/CTF Act;

(c) where the Trustee's AML/CTF Compliance Program sets out procedures for dealing with suspicious matter reporting obligations, complying with those procedures;

{d) maintaining Member identification and transaction Records, as required under the AML/CTF Act and the Trustee's AML/CTF Compliance Program;

(e) ensuring that administration staff receive relevant adequate training regarding the Trustee's obligations under the AML/CTF Act and the Trustee's AML/CTF Compliance Program; and

(f) providing such compliance certifications as the Trustee reasonably requires in order to satisfy APRA, ASIC, ATO or AUSTRAC (as required) that the Trustee complies with the AML/CTF Act and the Trustee's AML/CTF Compliance Program.

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AON 10.2 No disclosure of suspicious matter reporting

The Administrator must not disclose or communicate to any person other than the Trustee:

{a) that a suspicious matter reporting obligation, as defined in the AML/CTF Act, may have arisen; or

(b) that it has advised the Trustee that it considers that a suspicious matter reporting obligation, as defined in the AML/CTF Act, may have arisen; or

{c) any other information from which the person to whom the information is disclosed could reasonably be expected to infer that a suspicious matter reporting obligation may have arisen.

11. Business Continuity Plan

11 .1 The Adm inistrator will at all times maintain a Business Continuity Plan in relation to the Services, which will be used to provide business continuity and disaster recovery of the Services.

11.2 At all times during the continuation of this Agreement, the Administrator must maintain an adequate Business Continuity Plan and must ensure it covers:

{a) the key contacts and the communications protocols to be used in the event of a Disaster;

(b) business continuity arrangements under (a) above, including the facilities and the process; and

{c) procedures for the daily backup and recording of all data and files.

11 .3 The Administrator must:

(a) ensure that the Business Continuity Plan is reviewed at least annually with any audit reports produced to be provided to the Trustee;

(b) provide to the Trustee any modifications, updates, revisions or amendments to the Business Continuity Plan as soon as practicable from the date that the amendments become effective;

(c) ensure that the Disaster facilities identified in the Business Continuity Plan are available at all times to ensure data {including Member data) and software may be recovered or reproduced following a Disaster in accordance with the Business Continuity Plan;

(d) test the Administrator's Disaster faci lities in accordance with the Business Continuity Plan to ensure that those Disaster facilities meet the Administrator's operational requirements and provide the Trustee with a formal report of any key issues to the extent relevant to this Agreement, with recommendations for rectification {if applicable} and confirmation that fol low-up items have been successfully resolved (if applicable};

(e) if a Disaster occurs, the Administrator must use its best endeavours to reinstate all affected Services within the earliest reasonable time by using all reasonable means and in any event, reinstate the affected Services as required by the Business Continuity Plan; and

(f) use best endeavours to ensure that parties to whom the Administrator subcontracts material services (as defined in Relevant Law) maintain business continuity and disaster recovery procedures that comply with Relevant Law.

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AON 12. Indemnity & Insurance

12.1 Subject to Clause 13, the Administrator hereby indemnifies the Trustee for the benefit of the Fund against all liabilities, demands, costs, actions and other proceedings arising as a result of or in connection with any fraud or, breach of this Agreement by the Administrator, its servants or agents.

12.2 The Administrator will maintain professional indemnity insurance cover of at least $5 million or such other sum as is agreed by the parties at all times during the term of this Agreement and will provide a certificate of currency to the Trustee on request at intervals of twelve (12) months.

12.3 The Administrator undertakes to maintain at all times professional indemnity insurance as notified to the Trustee and to advise the Trustee immediately upon any reduction in the level of cover.

12.4 The Trustee will maintain professional indemnity insurance as required by APRA from time to time.

12.5 The Administrator acknowledges that:

(a) each party may incur liability for any negligence it may commit in the performance of this Agreement; and

(b) such negligence may result in the other party incurring a loss, claim, damage, expense, cost (including legal costs), proceedings, liability or charge (a Liability).

12.6 Where the Trustee, the Employers or a Fund Member incurs a liability by using the Software Package, Documentation or Services, where such use infringes in the Intellectual Property Rights of a third party, (an IP Liability), the Administrator will indemnify that user in accordance with this Clause 12.

12. 7 Each party further acknowledges that in the event that any court of competent jurisdiction finds that a party's negligence has caused or contributed to a Liability, or an IP Liability; that party will pay to the other party the amount which that court decides is directly caused or contributed by the first party.

12.8 Nothing in this Clause limits either party's rights of appeal against the decision of a court in those matters.

12.9 Except for obligations of payment of Fees under this Agreement, neither the Adm inistrator nor the Trustee is liable for any failure to perform or delay in performance under this Agreement if:

(a) the failure or delay is due to causes beyond its reasonable control; and

(b) any delay is of no greater scope or of no longer duration than required by the circumstances.

13. Limit of liability

13.1 The Administrator acknowledges that the Trustee enters this Agreement in its capacity as trustee of the Fund and the Trustee's liability under this Agreement is limited to the available assets of the Fund vested in the Trustee except where such liability arises from the Trustee's own fraud, wilful neglect or such other circumstances as the Relevant Law prescribes as circumstances in which the Trustee is not entitled to indemnity from the Fund.

13.2 The Adm inistrator will not have any liability for losses arising from:

(a) inaccuracies or delays in staff data details or changes of membership which are communicated to the Administrator by the Trustee or the Employer(s);

(b) inaccuracies or delays in relevant information which are communicated to the Administrator by the Trustee, the Employer(s) and/or the Investment Managers;

(c) any actions or omissions by the Investment Manager, an insurer, the Employer(s) or the Trustee;

(d) any advice given or actions given or taken by any independent professional advisers not employed by the Administrator; or

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AON (e) errors or delays caused by a Member's instructions to the Administrator in relation to the

investment of his/her interest in the Fund.

14. Confidentiality & Privacy

14.1 The parties acknowledge that Confidential Information is valuable and each undertakes to keep the Confidential Information secret and to protect and preserve the confidential nature and secrecy of all Confidential Information.

14.2 The parties agree that they:

(a) must not disclose Confidential Information to any person except for the purposes of this Agreement and to complete the parties' respective duties under this Agreement. Otherwise, the parties must not disclose Confidential Information except with the written consent of the other party;

(b) must not make, assist or permit any person to make any unauthorised use, disclosure or reproduction of the Confidential Information;

(c) must take reasonable steps to:

(i) ensure that any person who has access to Confidential Information does not make any unauthorised use, reproduction or disclosure of that information;

(ii) enforce the confidentiality obligations imposed or required to be imposed by this Agreement, including diligently prosecuting at its cost, any breach or threatened breach of such confidentiality obligations by a person to whom it has disclosed Confidential Information of the other party and, where appropriate, making applications for interim or interlocutory relief; and

(d) must co-operate with the other parties in any action taken to protect the Confidential Information of those parties.

14.3 The Trustee agrees that this Agreement (including any annexures) contain Confidential Information and that it will not disclose or release the Fees charged under this Agreement to any other person, including but not limited to, industry surveys, without the Administrator's written consent.

14.4 The obligation of confidentiality does not apply to Confidential Information which is required to be disclosed bylaw.

14.5 The Administrator asserts its Intellectual Property Rights to the form and the contents of any reports and the Trustee agrees that it will not copy or disseminate any reports other than for purposes reasonably necessary for the good management of the Fund.

14.6 The Administrator may use Confidential Information gained from the Trustee or the Fund in an anonymous way and for statistical purposes, subject to compliance with Relevant Law.

14. 7 Either party shall be entitled to retain Confidential Information in its correspondence files and other working papers to the extent reasonably necessary to meet the requirements of that party's professional indemnity arrangements and any applicable legal or regulatory obligations, but the provisions of this Agreement shall continue to apply to any Confidential Information so retained.

14.8 The Administrator agrees that where it receives information which is Personal Information (as that term is defined in the Privacy Act regarding a Member of the Fund), it must only use that Personal Information for purposes directly relevant to the performance of its obligations under this Agreement.

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AON 14.9 The Administrator will:

(a) comply with all applicable laws, regulations and codes of conduct, including, without limitation, the Privacy Act;

(b) comply with any privacy compliance plan or code as advised by the Trustee to the Administrator from time to time;

(c) comply with any reasonable directions from the Trustee as to compliance with the Privacy Act, including, without limitation, the requirement for the Administrator to give certain information to the staff members when the Administrator receives their Personal Information or to allow staff members to have access to their Personal Information, and assist the Trustee in ensuring compliance with the Privacy Act;

(d) immediately notify the Trustee if it receives a complaint in relation to the Privacy Act and cooperate with all reasonable directions of the Trustee in resolving that complaint;

(e) ensure that any Personal Information regarding a Member of the Fund held by it is protected from unauthorised use, access and disclosure; and

(f) have and maintain procedures and systems reasonably acceptable to the Trustee, including, without limitation, a privacy compliance plan on terms reasonably satisfactory to the Trustee, to ensure that it complies with the standards and obligations of the Privacy Act as if all provisions of the Privacy Act are in force at the date of this Agreement.

14.10 Each party must:

(a) comply with the Privacy Act and any other applicable privacy and data protection laws as may be in force from time to time which regulate the collection, storage, use and disclosure of Personal Information, including the Spam Act 2003 (Cth) and Do Not Call Register Act 2006 (Cth) (collectively, the "Privacy Law"); and

(b) do all that is reasonably needed on its part to enable the other party to comply with them.

14.11 If, as a result of this Agreement, the Administrator is provided access to any Personal Information held by or on the Trustee's behalf then:

(a) the Trustee warrants that:

(i) the Personal Information has been collected in accordance with the Privacy Act;

(ii) the Administrator is authorised to collect the information from the Trustee (including any sensitive information as defined under the Privacy Act) and use the information for the purposes of this Agreement and, to the extent legally permitted, in accordance with the terms of the Aon's Group Privacy Policy unless otherwise advised in writing to the Administrator; and

(iii) the Trustee has received a copy of Aon's Privacy Notice (set out in Schedule 4) and agrees that the Administrator may handle any Personal Information received from the Trustee in accordance with the terms of this notice as well, unless otherwise advised in writing to the Administrator;

(b) the Administrator agrees to:

(i) take reasonable steps to ensure that any Personal Information is protected against misuse, interference, loss, unauthorised access, modification or disclosure however the Trustee acknowledges and agrees that no data protection and security measures are completely secure and despite all measures the Administrator has put in place the Administrator cannot guarantee the security of information, particularly in relation to transmissions over the internet;

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AON (ii) promptly notify the Trustee if the Administrator becomes aware of any actual or potential

misuse, interference, loss, unauthorised access, modification or disclosure of Personal Information and work co-operatively with the Trustee to resolve any such complaint in a manner consistent with the Administrator's applicable privacy and security policies from time to time as well as the Privacy Law; and

(iii) provide the Trustee with reasonable assistance in resolving any complaint under or relating to any appl icable Privacy Law (whether by the Australian Information Privacy Commissioner or an ind ividual);

(c) the Administrator may disclose, transfer or otherwise allow third party contractors (which may be based locally or overseas) to use Personal Information in accordance with this Agreement. While the Administrator will take reasonable steps to ensure that any such third parties comply with the Privacy Act when handling Personal Information, it cannot guarantee that such parties will be subject to the Privacy Act (or a comparable privacy law to the Privacy Act) and to the extent permitted by law, will not be liable to the Trustee or any other party in relation to any breach of the Privacy Act by such parties.

14.12 Clause 14 applies to any agreement or arrangement that the Administrator enters into with another service provider for the performance of a material business activity under the Agreement, as if the agreement or arrangement were a material outsourcing agreement.

14.13 The obligations contained in this Clause 14 shall survive termination of this Agreement.

15. Amendment of this Agreement

The parties may vary, amend or replace this Agreement by instrument in writing signed by both of them or on behalf of both of them by two properly authorised persons.

16. Term of this Agreement

16.1 This Agreement commences on the Commencement Date and continues in force for the Term until terminated under this Clause.

16.2 Extension of Term

(a) If at the end of the Initial Term, neither party has given notice to terminate this Agreement under the provisions of Clause 17, the Initial Term shall be extended by a year or such longer period agreed by the parties in writing.

(b) The Term will be extended on a year to year basis where neither party has given notice to terminate this Agreement under the provisions of Clause 17, at the end of any extended Term.

(c) Unless otherwise agreed, the terms of the Agreement shall apply during any extension of the Term.

17. Termination of this Agreement

17 .1 Either party may terminate this Agreement at any time immediately by giving written notice (in accordance with Clause 22) to the other party ("Other Party") on any of the following grounds:

(a) a resolution is passed approving:

(i) the winding up, dissolution, or administration of the Other Party; or

(ii) the Other Party entering into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them, except for the purposes of a solvent reconstruction or amalgamation; or

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AON (b) a receiver, a receiver and manager, or other controller, administrator or similar officer is appointed

with respect to or takes control of the Other Party of any of its assets and undertakings; or

(c) the Other Party ceases to carry on business or sells or transfers or makes any agreement for the sale or transfer of the main business, of which performance of the Services forms part, other than to a related body corporate.

17.2 Despite any other provision of this Agreement, either party may terminate this Agreement by giving the other party six {6) months' written notice in accordance with Clause 22. Any Fees paid to the Administrator will not be refunded.

17.3 Termination by the Trustee

The Trustee may terminate this Agreement by giving three {3) months' written notice to the Administrator (in accordance with Clause 22) if the Administrator:

(a) is in breach of any of its material obligations under this Agreement; and

(b) has been given written notice by the Trustee (in accordance with Clause 22) specifying the breach and requiring it to be remedied within a reasonable period (of not less than thirty (30) Business Days); and

(c) fails to remedy that breach to the reasonable satisfaction of the Trustee within that time; or

(d) ceases to be qualified under Relevant Law to provide the Services.

17.4 Termination by the Administrator

The Administrator may terminate this Agreement by giving three (3) months' written notice to the Trustee (in accordance with Clause 22) of its intention to terminate if the Trustee fails to pay an amount which is:

(a) due and payable; and

(b) not the subject of a bona fide dispute; and

(c) overdue for a period of six (6) months.

17.5 Fees Payable

17.5.1 If:

(a) the Termination Date falls within the period three (3) months after the Fund's Annual Review Year, and

(b) the Trustee terminates this Agreement within that time;

the Trustee wil l pay the Administrator an additional fee calculated in accordance with this Agreement as if the Administrator continued to provide the Services required by this Agreement for an additional three (3) month period.

17.5.2 Where the Agreement is terminated by the Trustee under Clauses 17.1, 17.2or17.3, the Trustee will pay the Administrator on the Administrator's time-cost basis (current as at the date of termination) for all work involved in transferring the administration records, preparing additional accounts or statutory returns or winding-up the Fund. This work lies outside the Services covered in this Agreement.

17.5.3 The administration fee payable in respect of the termination of Services or wind-up of the Fund will become due and payable when all Services due to be delivered under this Agreement or, by written instruction from the Trustee, are in fact delivered.

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AON 17.5.4 The Administrator is entitled to claim payment on a monthly progress basis by supplying to the Trustee

evidence of the time spent and work done.

17.5.5 Subject to Clause 18, the Administrator agrees that on termination of this Agreement for any reason it will return to the Trustee or its nominees any books and records of the Trustee.

18. Intellectual Property

18.1 The Administrator shall own all existing and future Intellectual Property Rights (including without limitation copyright) in respect of the Software Package or Software Packages and the Documentation (including any documents, computer software, data collection or processing systems and any other material stored by any means) developed or owned by the Administrator to complete its obligations under this Agreement. This Clause constitutes an acknowledgement by the Trustee of the Administrator's rights. However, the Administrator does not warrant that it has or can enforce its rights against all third parties including software suppliers.

18.2 For the purposes of this Agreement:

(a) Documentation means written materials and manuals (and machine-readable text subject to display and printout) describing the functional processes, assumptions, specifications and principles of operation of the computer programs to the Software Package; and

(b) Software Package or Software Packages means the collection(s) of computer programs and modules developed or owned by the Administrator and includes all related materials supplied under this Agreement including, but not limited to, Documentation, development language, source code, object codes, specifications and any materials of any type whatsoever whether written or electronic which incorporates any aspect of the design, specifications, or workings of those programs and any changes, additions or enhancements provided by or required by this Agreement and any amendment to this Agreement.

18.3 The Trustee agrees that on termination of this Agreement, the Adm inistrator will not be required to give or deliver to the Trustee or any nominee of the Trustee any Software Package, Software Packages or Documentation.

18.4 In the event that the Administrator ceases to exist (other than due to amalgamation, merger or reconstruction) any Software Package, Software Packages and/or Documentation which the Administrator uses to administer the Fund will immediately and automatically become available to the Trustee on a nonexclusive basis.

18.5 Nothing in this Clause gives the Administrator any rights to the branding, logos or name of the Employer, the Trustee, the Fund or their related entities. On the termination of this Agreement, the Administrator will not use any such brand, logo or name or other data held for the Fund and will remove it from the site and return it to the Trustee.

19. Audit

19.1 The Administrator must, on the written request of the Trustee and/or APRA, and within a time specified in the request that is reasonable in the circumstances, permit an audit of its business activities under the Agreement conducted by an independent auditor.

19.2 Clause 19.1 applies to any agreement or arrangement that the Administrator enters into with another Administrator for the performance of a material business activity under the Agreement, as if the agreement or arrangement were a material outsourcing agreement.

19.3 The Trustee or Administrator must not charge APRA a fee for the conduct of an independent audit requested under Clause 19.1.

19.4 The Trustee must, if requested by APRA, take all reasonable steps to enforce the Agreement against the Administrator in relation to Clause 19.1 .

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AON 19.5 Where any additional audit is requested by the Trustee and/or APRA which is outside the scope of the

audits set out in Schedule 2, the Trustee will be liable for any reasonable costs associated with conduct of the requested audit.

19.6 The parties agree that any Employer may request the Trustee to allow the Employer to appoint an auditor {whether or not that person or organisation is a registered company auditor) for the purposes of reviewing or auditing the Services relating to the Fund. In that case, the Administrator will give that auditor reasonable access to its premises and all Fund information that relates to the Fund subject to:

(a) such limitation as the Trustee may place on that access to reasonably secure the confidentiality and privacy of Members; and

{b) the Employer agreeing to meet the reasonable requirements of the Administrator (which the Administrator may impose) in respect of the use or acceptance of such office space by the auditor and meeting the reasonable costs of the Administrator.

19.7 The parties agree that the Trustee and its internal or external auditors have the right at any time, on reasonable notice to the Administrator, to audit all documents, data records, information, books and accounts (together called "information" in this Clause) relating to the Fund. The Trustee and its internal or external auditors will be provided with full access to the Administrator's premises and the information if required by the Trustee.

20. Trustee & APRA Access to Information and Premises

20.1 The Trustee undertakes to furnish to the Administrator such returns, records and information as are in its possession and that may reasonably be required to perform its duties under this Agreement.

20.2 The Trustee will advise the Administrator of any changes to Investment Managers, Custodians, insurers or Auditors of the Fund.

20.3 The Trustee authorises the Administrator to release Fund Data to the Fund's Investment Managers, Custodians, insurers or Auditors where such information is required by these entities in order to perform their function.

20.4 The Administrator must, on the written request of the Trustee and/or APRA, and within a time and at a place specified in the request that is reasonable in the circumstances, provide the Trustee and/or APRA, as requested, with any documents or information in its possession relating to the Agreement or the material business activity performed under the Agreement.

20.5 The Administrator must, on the written request of the Trustee and/or APRA, and at a time that is reasonable in the circumstances, allow the Trustee and/or APRA, as requested, to conduct on-site visits to the Administrator's premises and access any documents or information relating to the Fund held at those premises.

20.6 Clauses 20.4 and 20.5 applies to any agreement or arrangement that the Administrator enters into with another Administrator for the performance of a material business activity under the Agreement, as if the agreement or arrangement were a material outsourcing agreement.

20.7 The Trustee or Administrator must not charge APRA a fee for any of the following:

(a) the provision of, or provision of access to, any documents or information under Clause 20.4; and

(b) the provision of access to Administrator's premises under Clause 20.5.

20.8 The Trustee must, if requested by APRA, take all reasonable steps to enforce the Agreement against the Administrator in relation to Clauses 20.4, 20.5 and 20.6.

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AON 20.9 Where any additional audit is requested by the Trustee and/or APRA which is outside the scope of the

audits set out in Schedule 2, the Trustee will be liable for any reasonable costs associated with the provision of, and access to any documents or information requested.

20.10 This Clause 20 shall have no effect in relation to the Administrator's internal working documents, documents protected from disclosure as a result of legal professional privilege and any other documents not required by the Relevant Law to be disclosed.

21. Goods & Services Tax

21 .1 For the purposes of this Clause, the terms "GST", "Supply", "Consideration", "Input Tax Credit", "Adjustment Note" and "Tax Invoice" have the meanings given to those terms in Section 195-1 of A New Tax System (Goods and Services Tax) Act 1999. Supplies have the plural meaning given to supply.

21.2 The amount payable or Consideration provided for the Supply of any goods, services or other things under this Agreement has not been calculated to include any GST.

21 .3 If GST is imposed on any Supply made under this Agreement, the party which is the recipient of the Supply must pay the supplier, in addition to the GST- exclusive Consideration an amount equal to the GST payable by the supplier in respect of the Supply (without any deduction or set-off). Any amount payable under this Clause is payable on the day that payment of the Consideration (or part of the Consideration) for the Supply that has given rise to the obligation to pay GST, is required under this Agreement, or where the Consideration is non-monetary Consideration 14 days after the recipient has received a Tax Invoice or a document that would be a valid Tax Invoice on payment by the recipient.

21 .4 If the Consideration is determined by reference to any cost, expense or liability incurred by the supplier less the amount of any GST Input Tax Credit the supplier is entitled to claim the GST Input Tax Credit in respect of that cost, expense or liability.

21 .5 If the Consideration is expressly stated to be inclusive of any GST and if any law increases or decreases the rate of GST, then the Consideration (inclusive of GST) must be increased or decreased in proportion to that increase or decrease in the rate of GST applicable at the Effective Date.

21 .6 The parties agree to use reasonable efforts to issue a Tax Invoice, Adjustment Note or other document as required by the relevant GST legislation or any ATO Ruling, and to do anything else which may be required to enable or assist the other party to claim or verify any input tax credit, set off, rebate or refund in respect of any GST paid or payable in connection with Supplies under this Agreement in a timely manner.

22. Notices

22.1 Form

Unless expressly stated otherwise in this Agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this Agreement must be in writing, signed by the sender (if an individual) or an authorised officer of the sender and marked for attention as set out or referred to in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

22.2 Delivery

(a) Notices must be:

(i) left at the address set out or referred to in the Clause 22.3;

(ii) sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in Clause 22.3;

(iii) sent by fax to the fax number set out or referred to in Clause 22.3;

(iv) if sent by email to the email address set out or referred to in Clause 22.3; or

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AON (v) given in any other way permitted by law.

(b) However, if the intended recipient has notified a changed postal address, changed fax number or changed email address, then the communication must be to that address or number.

22.3 Notice Details

(a) Trustee:

Office of the Trustee Aon Superannuation Pty Limited Level 33, 201 Kent Street, Sydney NSW 2000 GPO Box 4189, Sydney NSW 2001 Email: [email protected] Phone: (02) 9253 7000 Fax: {02} 9253 7103

(b) Administrator:

Aon Master Trust Operations Aon Hewitt Limited Level 33, 201 Kent Street, Sydney NSW 2000 GPO Box 4189, Sydney NSW 2001 Email: [email protected] Phone: (02) 9253 7000 Fax: (02) 9253 7101

22.4 When effective

They take effect from the time they are received unless a later time is specified.

22.5 Receipt - postal

If sent by post, they are taken to be received three days after posting (or seven days after posting if sent to or from a place outside Australia).

22.6 Receipt - fax

If sent by fax, they are taken to be received at the time shown in the transmission report as the time that the whole fax was sent.

22. 7 Receipt - email

If sent by email, they are taken to have been given on the first Business Day after sending except if the notice is sent out of normal business hours it will be taken to be received at 9.00 am on the next Business Day.

22.8 Receipt - general

Despite Clauses 22.5, 22.6 and 22.7, if they are received after 5.00pm in the place of receipt or on a nonBusiness Day, they are to be taken to be received at 9.00am on the next Business Day

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AON 23. Interpretation

23.1 General

(a) The headings in this Agreement are for convenience only and do not affect the interpretation of this Agreement.

(b) In this Agreement the words:

(i) which are singular or indicate singular number, include their plural;

(ii) which are plural or indicate the plural number, include their singular;

(iii) which are or indicate the feminine, masculine or neuter gender includes each other gender.

(c) In this Agreement unless the context requires otherwise those words and expressions contained in Clause 1 have those meanings as defined in Clause 1.

(d) All references to statutes and sections of statutes include all statutes and sections amending, consolidating or replacing these statutes and sections.

(e) A reference to a party includes the party's employees, agents, administrators, successors, legal personal representatives and perm itted assigns.

(f) A reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other legal entity.

23.2 Severance

(a) If any provision of this Agreement is void, voidable, unenforceable or illegal, but would not be void, voidable, unenforceable or illegal if read in a way which diminishes the effect of that provision, the Trustee or the Administrator must do so.

(b) If despite reading the provision in a way which diminishes its effect any word or words render the provision void, voidable, unenforceable or illegal the Trustee or the Administrator must sever that word or those words.

(c) If despite severing any word or words, the whole provision is void, voidable, unenforceable or illegal, the Trustee or the Administrator must sever the whole of the provision.

(d) If either the Trustee or the Administrator believes in good faith that any severance of a provision of this Agreement materially affects its rights which this Agreement intends to confer, it also agrees that it will use its best endeavours to agree with the other to replace the severed provision so that the position of each is unaffected by the severance.

(e} Clause 23.2(d} must not be used in a way which:

(i} alters the basic intention of the parties;

(ii) reduces the Fees payable to the Administrator; or

(iii) is illegal.

23.3 Governing Law

This Agreement must be interpreted according to the laws of New South Wales.

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AON 23.4 Force Majeure

Neither the Trustee nor the Administrator will be liable for any delay or failure to comply with this Agreement where:

(a) the delay or fai lure is caused by reasons beyond its control;

(b) the delay is remedied as soon as is reasonable in the circumstances; or

(c) the party claiming the benefit of this Clause uses its bona fide efforts to remove, fix or avoid (as the case may be) the cause of the delay or failure and resumes its obligations under this Agreement as soon as is reasonably possible.

23.5 Agreement to Mediate

(a) If a dispute arises out of or relates to this Agreement, or the breach, termination, validity or subject matter of this Agreement, the parties agree to submit that dispute to mediation administered by, and in accordance with the Commercial Mediation Guidelines of the Australian Commercial Disputes Centre (ACDC).

(b) ACDC will assist the parties by providing a list of suggested mediators.

(c) The parties agree to appoint a single person as the mediator.

(d) If the parties fail to agree on an appropriate mediator, ACDC will appoint the mediator.

(e) The mediation will be held in Sydney.

(f) The parties will share the costs of the mediation equally.

23. 6 Assignment

(a) No party to this Agreement may assign its rights under this Agreement without prior written consent of the other. Such consent may not be unreasonably withheld.

(b) The Trustee enters into this Agreement for itself and its successors.

23. 7 Further Assurance

Each party must, at its own expense, whenever reasonably requested by the other party, promptly do or arrange for others to do, everything reasonably necessary or desirable to give full effect to this Agreement and the transaction contemplated by this Agreement.

23.B Waiver

(a) Waiver of any right arising from a breach of this Agreement must be in writing and signed by the party granting the waiver.

(b) A failure or a delay in exercise, or partial exercise, of a right arising from a breach of the Agreement does not result in a waiver of that right or power.

(c) A party is not entitled to rely on a delay in the exercise or non-exercise of a right arising from a breach of this Agreement as constituting a waiver of that right.

(d) A party may not rely on any conduct of another party as a defence to exercise of a right by that other party.

(e) This Clause may not itself be waived except in writing.

Page22 of 55

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AON 23.9 Legal Status

The Administrator enters into this Agreement as an independent.

23.10 Representations and Warranty

23.11

The Administrator warrants that:

(a)

(b)

(c)

(d)

Other

(a)

(b)

it will provide the Services with due skill and care;

it will comply with all relevant laws;

use of the Software Package(s), the Documentation and the Services will not infringe the Intellectual Property Rights of any third party; and

it has and will maintain all systems, operations, information technology platforms and staff resources capable of providing the Services in accordance with this Agreement.

References to any party in this Agreement include its successors and assigns.

The parties agree that no rule of laws or interpretation applies to the disadvantage of the party which prepared this Agreement.

24. Agreement

24.1 This Agreement is the entire agreement of the parties about the subject matter of this Agreement and supersedes all other representations, negotiations, arrangements, understandings or agreements and all other communications. No party has entered into this Agreement relying on any representations made by or on behalf of another, other than those expressly made in this Agreement.

24.2 Both parties have executed this Agreement on the date set out below to confirm their agreement to the terms and conditions specified in this Agreement.

of 55

Executed for and on behalf of Aon Hewitt Limited by:

Fe"DRf\ ~INlO,:) Name of Director

Date: ~\bl 2.o 15

STEVEN Name of Director

Date: 2..3 / 0 lo / I 5

Executed for and on behalf of Aon Superannuation pty Limited by:

cli'°o ~~ Ue~ Name of Director

:.Pn/ce_ Se~{,ef?$:;-Name of Director

Date: )__;;;._/'/IS- Date: ;; ;)_I ,6/;;01:s-

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AON

ASP.002.001.2172

AON SCHEDULE 1A- FEES - PERSONAL AND CORPORATE SUPER

AON MASTER TRUST

Administration Fee Schedule

For Year Commencing 1January2015

1.1 Subject to Clause 4 of the Agreement, the annual administration fee will comprise the following charges:

1.2 Any fees are subject to any maxima that apply under a PDS or under a special agreement in writing with any particular Employer (on behalf of one or more Members), any Member or any financial adviser (on behalf of any one or more Members).

Where a cl ient seeks a rebate of fees in compensation for not complying with service standards, the fees will be rebated by the Administrator.

1.3 These fees may be replaced by other fees which the Trustee and the Administrator may agree in writing.

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SCHEDULE 18- FEES - CORPORATE SUPER- DEFINED BENEFIT SUB-PLANS

AON MASTER TRUST

Administration Fee Schedule - Administration Retainer

For Year Commencing 1January2015

1.1 Subject to Clause 4 of the Agreement, the following administration retainers will be charged:

1.2 The administrator may seek approval from the Trustee to apply additional fees under special circumstances.

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AON

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AON SCHEDULE 1C- FEES - PENSION

AON MASTER TRUST

Administration Fee Schedule - Pension Members

For Year Commencing 1 January 2015

1.1 Subject to Clause 4 of the Agreement, the annual administration fee will comprise the following charges:

Service Pension

1.2 Any fees are subject to any maxima that apply under a PDS or under a special agreement in writing with any particular association (on behalf of one or more Members), any Member or any financial adviser (on behalf of any one or more Members).

Where a client seeks a rebate of fees in compensation for not complying with service standards, the fees will be rebated by the Administrator.

1.3 These fees may be replaced by other fees which the Trustee and the Administrator may agree in writing.

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AON SCHEDULE 2 - SERVICES

AON MASTER TRUST

Services

As required by Clause 3 of the Agreement, the Administrator will provide the Services set out in this Schedule as follows:

1. Member Administration

1.1 Maintenance of Member Records

1.1.1 Maintain Member and Employer data including all data required to administer the Fund such that the Fund continues to meet the requirements of Relevant Law and is able to correctly calculate and report upon benefits, fees, tax and preservation status.

1.1.2 Make modifications to Member and Employer records as advised including, but not limited to, updates to:

• contact details;

• beneficiary nominations;

• salary and service;

• category and employment status;

• investment strategy nominations.

1.2 Establishing New Members

1.2.1 Process new entrant membership applications and other related forms.

1.2.2 Arrange insurances and associated underwriting (as applicable).

1.2.3 Establish membership records ensuring all mandatory data requirements are captured .

1.2.4 Prepare and issue to the new Member a welcome pack showing all details required under Relevant Law, or as agreed with the Trustee.

1.2.5 Provide a PDS and any other documentation required by Relevant Law, or as agreed with the Trustee.

1.3 Contributions

1.3.1 Receive, allocate and reconcile contributions to Member accounts including, but not limited to, the following:

• SG and additional employer contributions, including defined benefit contributions;

• Member contributions;

• Government co-contributions and low-income earner contributions;

• Spouse contributions;

• Self-employed contributions (Subdivision 290-C).

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1.3.2 Where a contribution cannot be allocated, allocate to the suspense account and follow up any outstanding requirements to allow the contribution to be allocated. Minimise unallocated contributions, and process contribution refunds as per the Trustee policy and within the required legislative timeframes.

1.3.3 Provide written acknowledgment to Members or provide a standing website facility which allows Members to view the contributions (no written confirmation is provided to Members for additional contributions).

1.3.4 Process Subdivision 290-C notices and send acknowledgements to individual Members. Upon receipt of an amended Subdivision290-C notice, amend contributions and issue an amended letter of receipt to the Member.

1.3.5 Arrange for splitting of contributions between Member and spouse on request of Member.

1.4 Rollovers In

1.4.1 Receive, allocate and reconcile rollovers from another fund in respect of a Member and issue confirmation of the rollover to the Member.

1.4.2 Receive requests for rollovers from Members and organise rollover from paying funds. Attend to any enquiries from the trustee of the transferor fund to facilitate the rollover.

1.5 Transfers In

1.5.1 With Trustee approval, receive a transfer from another fund in respect of a Member.

1.5.2 Attend to any enquiries from the trustee of the transferor fund to facilitate the transfer.

1.5.3 Manage transfer of funds from Qualifying Recognised Overseas Pension Scheme (QROPS).

1.6 Account Consolidation

1.6.1 On an annual basis, perform an lntrafund Account Consolidation exercise in accordance with the Relevant Law and the Trustee's Policy.

1.7 Benefit Quotations

1. 7.1 At request of the Fund actuary or any other relevant Fund representative, Member or Member's authorised Adviser, calculate a benefit quotation, including preservation and taxation components. The quotation may be provided in writing, over the phone or via the website.

1.8 Benefit Payments

1.8.1 On receipt of Member instructions, and following validation of the request, calculate benefit and tax to date of payment, organise payment of benefit and write to Member and/or rollover institution with details of payment. When considered necessary, obtain confirmation from the relevant regulator in respect of any rollovers to another superannuation fund, that the recipient fund is a regulated fund and subject to Relevant Law.

1.8.2 For all benefit payments to self-managed superannuation funds, the Administrator will adhere to the Trustee Policy and Relevant Law.

1.8.3 Prepare and issue all documentation required by the Relevant Law including a Benefit Payment Statement, Rollover Benefit Statement and PAYG payment summary where applicable.

1.8.4 Attend to the administration and accounting associated with preparing cheques or electronic funds transfers (EFTs) for benefit payments, and remitting tax to the ATO.

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AON 1.8.5 Upon termination of employment, review benefits which remain unpaid for at least 60 days and

transfer benefits to the Retained category of the Corporate Division or ERF (as applicable) and supply data to the Retained category or ERF in the required format.

1.8.6 Submit death, total and permanent disability and salary continuance claims to insurer and Trustee for approval, liaise with Member, Employer, insurer and Trustee in respect of the claim to completion and inform the Trustee of the progress of the claim.

1.8.7 Submit all Financial Hardship and Compassionate Grounds claims to the Trustee for approval.

1.8.8 Submit all Terminal Illness and Permanent Incapacity claims to the Trustee for approval.

1.8.9 Manage and pay all claims approved by the Trustee.

1.9 Maintenance of Insurance

1.9.1 Calculate and deduct premiums due from Member accounts and remit to insurers on a monthly basis. Provide insurer with data on Members for whom insurance premiums have been deducted on a monthly basis.

1.9.2 Process Member applications for insurance cover. Manage all underwriting requirements between the Member and the insurer, and follow up until underwriting decision is finalised. Upon notification of the underwriting decision, update the Member's record accordingly and issue a confirmation.

1.9.3 Process Member applications to reduce or opt-out of default insurance cover. Update the Member's record accordingly and issue a confirmation.

1.9.4 Arrange annual renewal of group insurances including calculation of sum insured, notifying members of underwriting requirements, and associated administration and accounting. Provide to insurer financial information and Fund demographic data on Members for whom insurance prem iums have been deducted.

1.9.5 Determine those Members whose insurance cover is about to lapse as per the group policies and send a letter warning of the possible expiry of insurance cover. Following the letter of warning, determine those Members whose insurance cover has lapsed and send them a letter advising of the cancellation of insurance cover.

1.10 Transfers to ERF

1.10.1 Transfer Members with small account balances to the ERF on a monthly basis, as per the Trustee's policy.

1.11 Lost Member Reporting and Unclaimed Money

1.11.1 Report all lost members, as defined by the Trustee and Relevant Law, to the ATO in the timeframe required.

1.11 .2 Transfer the benefits of all members with unclaimed money, as defined by the Trustee and Relevant Law, to the ATO in the timeframe required.

1.12 Family Law

1.12.1 Comply with Family Law legislation including the issuing of information concerning Members' accounts, reviewing draft court orders for procedural fairness purposes and the splitting and flagging of benefits.

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AON 1.13 Fee Calculation and Collection

1.13.1 On a monthly basis calculate and deduct all applicable fees from Member accounts as per the PDS, Member application or Employer application agreement as appropriate.

1 .14 Pensions

1.14.1 Process pension payments in accordance with Member instructions.

1.14.2 Send PAYG payment summaries and pension payment election forms to pension Members each year.

1.14.3 Calculate new minimum and maximum pension amounts annually and advise pension Members.

1.14.4 Give effect to commutation and rollover out requests, as required. Issue confirmation to Members along with any documentation required by Relevant Law, or as agreed with the Trustee.

1.14.5 Administer the consolidation accounts.

1.15 Investment Choice

1.15.1 Process Member investment choice switches within agreed timeframe and issue confirmation to Member either in writing or via website.

1 .16 Annual Review

1.16.1 Establish a timetable for completion of all required tasks related to the Annual Review, incorporating, but not limited to, the following:

• Issuing a salary and employment status update schedule to the Employer prior to the Annual Review Year;

• Checking that defined benefit contributions are paid in line with contribution rates recommended by the Fund actuary;

• Updating membership records with new salaries and employment status. revising death disability, and salary continuance benefits (as applicable), and calculating all allocated account balances with final unit prices;

• Distributing Benefit Statements and the Annual Report to Members either in writing or electronically;

• Preparing annual Fund accounts and APRA returns as per Schedule 2 Rule 7.

1.17 Mail Processing

1.17.1 Maintain a dedicated, adequately-sized "reply paid" postal mailbox.

1.17.2 Implement procedures for handling returned mail, including annual statements and any other regular Member communications, including any agreed process for minimising non-contactable Members.

1.17.3 Ensure that all returned mail received is flagged in Member accounts and, if the address in the Member account differs from the returned correspondence, update the address and resend the correspondence.

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ASP.002.001.2179

AON 2. Member Communication

2.1 Telephone, Email and Mail Enquiries

2.1.1 Provide dedicated telephone numbers.

2.1.2 Arrange and pay for appropriate telephone directory entries in all States and Territories in Australia.

2.1.3 Provide accurate telephone responses to queries between 0700 - 1900 AEST on Business Days, or for such hours as agreed with Trustee.

2.1.4 Provide announcements, messaging and recording services for outside call centre business hours.

2.1.5 Record all telephone calls and store for no less than 7 years (or as agreed with the Trustee).

2.1.6 Provide appropriate support for other forms of Member communication such as email and mail to the Fund.

2.2 Response to Enquiries and Complaints

2.2.1 Provide accurate responses to enquiries (whether by phone, email or in writing).

2.2.2 Provide accurate responses to complaints (whether by phone, email or in writing) in accordance with the Trustee's Inquiries and Complaints Policy.

2.2.3 Develop and maintain a complaints procedure in accordance with Relevant Law and the Trustee's Inquiries and Complaints Policy.

2.2.4 Record complaints (including verbal complaints) in the Complaints Register and advise the Trustee of each and every complaint.

2.2.5 Assist the Trustee in relation to any complaints that are taken to the Superannuation Complaints Tribunal.

2.2.6 Report to the Trustee any key issues raised by Members in their complaints.

2.3 Fund Publications

2.3.1 Prepare, review, update and maintain a suite of documents as required by Relevant Law, or as requested by the Trustee, including, but not limited to, the following:

• Product Disclosure Statements;

• Annual Report to Members;

• Standard Benefit Statement shell and notes;

• Member Forms;

• Newsletters;

• Significant Event Notices;

• Factsheets.

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AON 3. Employer Services

3.1 Admit new Employers to the Fund upon completion of relevant application/forms and provide welcome pack including all documents required under Relevant Law, or as agreed with the Trustee.

3.2 Maintain Employer pack, including policy committee guide and Plan Outlines.

3.3 Assist the Trustee in providing written advice to Employers about operational aspects of legislative and Fund changes.

3.4 Provide procedures, training and support to Employers to provide data to the Fund electronically and actively encourage Employers to use electronic data transmission procedures.

3.5 Support various payment options for Employers as agreed with the Trustee, including BPA Y, cheque, EFT, and direct debit.

3.6 Distribute monthly fee schedule to Employers (where applicable).

3.7 Provide a dedicated contact to each Employer sponsor who can assist with resolving Member and Employer enquiries/escalations, provide general assistance and advice on operational and legislative matters.

3.8 Conduct general and tailored member information sessions and prepare associated presentations and support activities.

3.9 Conduct policy committee elections.

3.10 Produce employer or policy committee reports.

3.11 Run policy committee meetings and provide any Fund specific advice required .

3.12 Co-ordinate transition of new accounts into the Fund. This will include providing advice in relation to the transition process and managing the overall process, production of transitions communications to Members, and conducting introductory Member information sessions.

3.13 Provide the Employer with all relevant documents necessary to meet its responsibilities under Clause 6, and to advise the Fund actuary or any other relevant Fund representative in the event of any material failings by the Employer in meeting those responsibilities.

4. Adviser Services

4.1 Admit new Advisers to the Fund upon completion of relevant application/forms and provide welcome email.

4.2 Facilitate the delivery by Advisers of Fund products.

4.3 Educate and promote the capabilities, features and benefits of the Fund suite to Advisers at conferences, professional development days, one-on-one meetings or as otherwise required.

4.4 Develop and review frequently, communication material to assist Advisers which may facilitate the promotion of the Fund as a suitable solution for their clients.

4.5 Assist the Trustee in providing written advice to Advisers about operational aspects of legislative and Fund changes.

4.6 Arrange for monthly commission payments to be paid to Advisers as per their dealership agreement and as allowed by Relevant Law.

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AON 5. Unit Pricing

5.1 The Administrator will adhere to the Trustee's unit pricing policy.

5.2 The Adm inistrator will ensure unit prices are struck on a daily basis as per the calculation methodology specified in the unit pricing policy.

5.3 The Administrator will ensure the unit price for the day will be calculated based on the Trustee's unit pricing policy. The unit prices for each investment option will be automatically updated on the unit registry each morning.

5.4 The Administrator will ensure the unit price used will be the unit price effective on the day the transaction is performed on the unit registry.

5.5 The Administrator will perform daily tolerance checks as specified in the Trustee's unit pricing policy ..

5.6 The Administrator will perform daily bank reconciliation. The reconciliation ensures that all cash flows are monitored through the unit registry or the unit pricing system.

5.7 The Administrator must inform the Trustee when a significant event (as defined in the unit pricing policy) occurs. The Administrator will also have an escalation process for unit pricing decisions should the tolerance checks reveal any issues.

5.8 On a monthly basis, a fu ll rebalance of investments is conducted such that investments and redemptions are made from the investment products to ensure that the options are in line with the strategic asset allocations of the Fund. A rebalance recommendation will be prepared by the Administrator and implemented following Trustee approval.

5.9 The Administrator wi ll adhere to the Trustee's policy of no backdating of transactions and will inform the Trustee if any compensation is required due to non-adherence.

5.1 O The Administrator wi ll report all errors and omissions to the Trustee and provide a recommendation for corrective action. The recommendation will be in line with the Trustee's principle to return the members to the same financial position they would have been in had the error not occurred taking into account materiality (as defined in the unit pricing policy).

6. Fund's Bank Account

6.1 The Trustee will use the bank account or accounts as agreed between the Trustee and the Administrator from time to time.

6.2 The Trustee has delegated operation of the bank account to the Administrator. The Administrator may determine from time to time who will be signatory to the account in accordance with the Administrator's documented approval procedure.

6.3 The Administrator will follow the rules which the Trustee may establish for the operation of the Fund's bank account from time to time.

6.4 The Administrator will perform a daily bank reconcil iation that will be provided to the Trustee each quarter.

6.5 The Administrator wi ll prepare a cashflow forecast and monitor and manage the cashflow in the bank account. The forecast will be used to identify any potential shortfalls in the operating account in advance and develop strategic preventative actions to avoid a liquidity crisis. Once the actual figures are known, the Administrator compares these to the forecast figures to determine how the operating account is tracking against the forecast, and if necessary, will revise the forecast to bring the cashflow forecast analysis more closely in line with the actual cashflows.

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AON 7. Fund Accounting and Reporting

7.1 Subject to Schedule 2 Rule 6, the Administrator will oversee the payment of recurring expenditure including professional fees, adviser fees, administration fees, taxes and insurance premiums as approved by the Trustee.

7.2 Pay Service Providers as approved by the Trustee.

7.3 Refer expenditure of a non-recurring nature to the Trustee for instructions.

7.4 Advise the Trustee of any changes to accounting policies and controls.

7.5 Maintain and reconcile general ledger.

7.6 Handle the banking of Fund income with the nominated bank account and reconcile bank statement to general ledger daily.

7.7 Reconcile funds under management by investment option to the Custodian's figures on a daily basis;.

7.8 Advise Custodian of cashflow and allocation on a daily basis. Transfer or request funds from the Custodian (as required) following cashflow reconci liation .

7.9 Obtain information required to maintain financial records for the Fund from the Custodian.

7.10 Monitor the cash flow of the Fund and, subject to Schedule 2 Rule 6, recall monies from the Investment Managers as required to meet cash flow requirements as authorised by the Trustee.

7.11 Arrange and provide information required for annual audit and answer Auditor queries.

7.12 Prepare financial statements in accordance with relevant Australian Accounting Standards.

7.13 Prepare detailed information for Tax Agent to prepare Fund tax returns and pay tax as required.

7.14 Attend to any requirements of APRA, ASIC, the ATO and other regulatory bo'dies in relation to the Fund's routine administration.

7.15 Prepare and submit quarterly and annual returns with Trustee approval to APRA.

7.16 Prepare compulsory returns and activity statements and lodge them with the ATO.

7.17 Remit Fund's tax to the ATO in accordance with the prescribed schedule.

8. Direct Investment Option (010)

8.1 Establish new Members in the Direct Investment Option (DIO) as per the relevant terms and conditions.

8.2 Maintain Member data as it pertains to DIO including, but not limited to, core registry data and DIO status of Members.

8.3 Facilitate switching of Member funds to and from 0 10.

8.4 Maintain and monitor the transfer of data between the core administration system and the 010 on-line system.

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AON 8.5 Maintain and monitor fund accounting related information and reconcile daily positions between the

Custodian and the DIO registry.

8.6 Integrate DIO related information into core systems for year-end accounts, statements, APRA reporting and benefit quotations.

8.7 Provide information to the relevant sub-committees and Trustee Board in relation to exchange traded fund (ETF) lists and panel of term deposit providers.

8.8 Co-ordinate research, information and decisions in relation to relevant corporate actions to ensure Trustee oversight.

9. Governance, Risk and Compliance Framework

9.1 Risk Management

9.1 .1 Report potential risk issues or risk incidents related to the Trustee or the Fund to the Office of the Trustee.

9.1.2 Provide audit reviews and reports in relation to risk management plans at request of the Trustee.

9.2 Trustee Strategic Plan

9.2.1 Provide a range of expertise in the areas required to fulfil the Trustee's Strategic Business Plan. These areas include:

Product Development;

• Operations;

Communication and Education;

• Client Services and Policy Committees;

Business Development;

• Marketing.

9.3 Investment Governance Framework

9.3.1 Provide guidance and recommendations to the Investment Sub-Committee on proposed changes to investment options including addition and closure of investment options.

9.3.2 Project manage any investment option changes approved by the Trustee, including determination of appropriate communication strategies.

9.3.3 Obtain feedback from Employers, Members and Advisers about investment related issues.

9.3.4 Day-to-day oversight of the investment administration and unit pricing operations.

9.4 Insurance Management Framework

9.4.1 Review and monitor the performance of all the Fund insurers and sub-contracted administrators.

9.4.2. Project manage any insurance changes approved by the Trustee, such as enhancing insurance design or changing premium rates.

9.4.3 Member record keeping, benefit payment calculations, claims handling, prem ium deductions and payment, and member enquiries.

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ASP.002.001.2184

9.5 Data Management Framework

9.5.1 Day-to-day oversight of the Trustee's data management strategy, including the data management program.

10. Website Services

10.1 Access to the Administrator's secure service which will be provided through a secure website (the Site) on the Administrator's system (as defined in Rule 10.5 below).

10.2 The Administrator will comply with all reasonable directions and requests from the Trustee from time to time regarding the use of the Trustee's intellectual property.

10.3 Online superannuation service will be available through the website linking to the Administrator's secure online service.

10.4 The Administrator undertakes to provide the following services:

10.4.1 Provide infrastructure for the Site and maintenance and development of such infrastructure to ensure that all functions operate correctly.

10.4.2 Ensure Member, Employer and Adviser access is secure.

10.4.3 Maintain client support and systems support.

10.4.4 Manage and maintain log-in names and passwords for existing and new Members on request.

10.4.5 Add new items of Fund Information, such as forms, factsheets and guides, to keep site current and informative.

10.4.6 Add new items as required by, and ensure Site functionality complies with, Relevant Law.

10.4.7 Issue passwords to Members, Employers and Advisers whenever original password is forgotten or invalid.

10.4.8 Provide client support and systems support during business hours on business days. Except for failure of the Administrator and/or users to access the internet, unplanned outages due to systems failure which could not have been prevented by the Administrator using reasonable diligence or planned maintenance (such maintenance not to exceed 10 hours per month during the hours of 07:00 to 19:00 AEST), the Site will be available 24 hours a day, 7 days a week.

10.4.9 In the event of a system failure, the Site is to be returned to normal operation within one day, or as agreed with the Trustee.

10.5 The Administrator's system

10.5.1 The Administrator does not represent that it owns the underlying software or that it has exclusive use of it.

10.5.2 The Administrator's system is protected by firewalls and other security devices established by the use of relevant computer hardware and software acceptable to the Administrator.

10.5.3 Nothing in this Agreement prevents the Administrator making any changes, upgrades or replacement to the Administrator's system or any firewall or other security system. However, The Administrator will not reduce the level of security without giving the Trustee at least 90 days' notice in writing of its intention to do so and, in any event, will not materially reduce the level of security of the Service from that provided at the date of this Agreement.

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ASP.002.001.2185

AON 11. Reporting to Trustee

11 .1 The Administrator will issue to the Trustee, within the timeframe agreed with the Office of the Trustee at the beginning of each calendar year, a quarterly administration report. The report will include:

Service performance against service standards, as set out in Schedule 3;

• Commentary on operational issues affecting the Fund;

Fund statistics;

• Member communication statistics;

Financial statements;

Breach report;

• Complaints report;

• Claims report;

• Project updates on major projects;

• Other matters required by the Trustee from time to time as agreed between the Trustee and the Administrator.

11 .2 A representative of the Administrator will attend Trustee and relevant sub-committee meetings at the request of the Trustee.

11.3 The Administrator will respond to requests for information from the Trustee.

12. Other Services

12.1 Product Development

12.1.1 Provide recommendations to the Trustee regarding improvements to product and service offerings that drive growth.

12.1.2 Provide advice to the Trustee on impact of legislative or proposed legislative changes.

12.1.3 Ensure required legislative changes are implemented by the required due date.

12.1 .4 Assist the Trustee with any strategic reviews it sees fit to undertake in order to support the sustainability, viability and/or market competitiveness of the Fund.

12.1.5 Implement strategically driven changes as agreed with and approved by the Trustee.

12.1.6 Project manage changes agreed with the Trustee with all required Service Providers.

12.1. 7 Promote the Fund to prospective new Employers.

12.1.8 Draft tender proposals.

12.1.9 Complete benchmarking surveys.

12.2 Marketing and Communications

12.2.1 Develop marketing campaigns and materials to drive the services offered by the Fund to its Members and prospective Members and Employers.

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12.2.2 Develop marketing materials, Frequently Asked Questions, and other explanatory and educative materials to guide Members use of Fund services and to seek to ensure that Members maximise potential use of the Fund's services.

12.2.3 Develop communication to Members and/or marketing that the Trustee may wish to commission or which it is required by Relevant Law to prepare and distribute other than as stipulated elsewhere in this Agreement.

12.3 Operations

12.3.1 Maintain computer records (including daily on-site and regular off-site back up records), files and accounts and any other records needed to manage the ongoing activity of the Fund and provide the Services described in Clause 3 of this Agreement.

12.3.2 Do everything within the Administrator's authority to ensure the Fund, to the best of the Administrator's knowledge and belief, complies with Relevant Law, including but not limited to updating forms, administration manuals and procedures in accordance with Relevant Law, within a reasonable period or as otherwise stipulated by Relevant Law.

12.3.3 Changes to computer programmes for the Fund due to changes in benefit and/or insurance design approved by the Trustee; and/or changes required to satisfy Relevant Law.

12.3.4 Changes to standard accounting formats in order to maintain compliance with relevant accounting standards.

12.3.5 Reporting on all tax related matters such as the impact of the ATO's and APRA's rulings and guidelines.

12.3.6 Assisting the Trustee in relation to providing information requested by APRA or ASIC for conduct of a Fund investigation. Attend any meetings requested by APRA or ASIC in order to complete the investigation. Assistance within the standard services is limited to normal APRA investigation audits at three (3) yearly intervals.

13. Services not covered by the administration fee

13.1 The Administrator may provide to the Trustee services in addition to those described in Clause 3 of this Agreement (additional services), or arrange to have such additional services provided by an appropriately qualified person.

13.2 Additional services will be provided only with the prior agreement of the Trustee.

13.3 The Trustee agrees to pay additional fees in respect of the additional services on the basis set out in Schedule 2 Rule 13.4 (below).

13.4 The fees for additional services will be calculated on a time cost and/or costs incurred and/or such other basis as agreed in writing by the Trustee at the time of requesting the additional services. If the Trustee has not agreed the basis for calculating fees for additional services, the Administrator may charge according to its time-cost basis applicable at the time.

13.5 Where changes in Fund design are requested by the Employer, the Administrator may charge a fee for additional services on a time cost and/or costs incurred and/or such other basis as agreed with the Employer, following Trustee approval to the Fund design change.

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SCHEDULE 3

AON MASTER TRUST

SERVICE ST AN DAROS

The Administrator will use its best endeavours to achieve the foltowing Service Standards - wherever the term 'day' or 'days' is used this means a normal business day in Sydney:

Primary Primary Secondary

Services Benchmark Target Measure Measure Benchmark

for Service Service Start Event Finish Event for Service Delivery Level Delivery

1. ONGOING ADMINISTRATION

Establish a Corporate or Personal Division Member Receipt of

account where all relevant information is received 3 days 95% completed System updated 5days documentation

Send welcome pack to new Personal and Corporate Receipt of

Mail out of 5 days 95% completed 7days

Members documentation welcome pack

Process personal detail amendment and mail documents to Member or Employer as necessary eg 5days

95% Receipt of all

System updated 7 days address, salary, beneficiary and name updates documentation

Process all Member roll-ins into the Fund provided al l Receipt of

3 days 100% money and all Letter sent NIA completed documentation is received

documentation

Within 1 day,

Process Member switches where day

100% Receipt of all

System updated NIA measured documentation from T+3

Mail switch confirmation letter to Member 5 days 98% Receipt of

Letter sent 7 days Member request

~400155

ASP.002.001.2187

AON

Secondary

Target

Service

Level

100%

100%

100%

NIA

N/A

100%

ASP.002.001.2188

AON Primary Primary Secondary Secondary

Services Benchmark Target Measure Measure Benchmark Target for Service Service Start Event Finish Event for Service Service

Delivery Level Delivery Level

Upon receipt of initial or amended 290C Notice, process Receipt of Member's claim in system and issue an 5days 95% Letter sent ?days 100%

acknowledgement letter notice

Upon receipt of an application where a Member needs Receipt of a

to be underwritten, the Member will be written to w ith 5days 98% correctly Letter sent to

7 days 100% advice ot requirements completed Member

aoolication

Upon receipt of a valid insurance instruction, forward Receipt of all

Letters sent to valid details to the insurer & mail documents to Member 5days 98% documentation insurer and 7 days 100% confirming insurance details Member

Receipt of When insurer advises of additional information required,

5days 98% requirements

Letter sent 7 days 100% I

send the Member a letter of further requirements from insurer '

Where incomplete underwriting documentation is Receipt of

Follow up letter 5 days 98% member 7 days 100%

received, follow up with the Member application

sent to Member

Once acceptance/decline notice has been received Receipt of from insurer update system and send the Member Letter sent

confirmation of insurance cover letter 5days 98% notice from 7 days 100% insurer

Process all Member elections to "opt our of automatic Receipt of System updated

cover or requesting reduction in cover for the Group Life 5 days 98% Member election and letter sent

7 days 100% and Group Salary Continuance Insurance policies

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ASP.002.001.2189




Issue de-link letter to Member upon advice of Receipt of

termination 10 days 98% termination Letter sent 15 days 100%

advice

Process transfer to Retained category and issue 60 days after System updated 10 days 98% issue of de-link 15 days 100% confirmation to Member letter and letter sent

2. PAYMENTS

Receipt of Paperwork sent Calculate and pay Member rollover benefits (including complete to Member and deduction of applicable benefit payment fees} and issue 3days 100% Member rollover N/A N/A required documentation payment

institution(s) instructions

Receipt of Calculate and pay other Member benefits (including complete Paperwork sent deduction of applicable benefrt payment fees) and issue 5days 95% Member to Member 6days 100% required documentation payment

instructions

3. PENSION

Periodic pension payments 15th of each

100% NIA Money issued to NIA NIA

month pensioners

Allocation of

Once rollover has been received create a new pension Receipt of rollover and

3days 95% welcome 5days 100% membership and send welcome documentation rollover documentation

sent

~42of55

ASP.002.001.2190


Services Benchmark Target Measure Measure Benchmark Target

for Service Service Start Event Finish Event for Service Service Delivery Level Delivery Level

Process Member's commutation request once all Receipt of

required documentation has been received 5 days 95% commutation Letter sent 6 days 100%

instructions

Process Member personal detail amendments, Receipt of including change in pension payment amount and 5days 95% amendment System updated ?days 100% drawdown options details

1 daywhere

Process Member switches day 100% Receipt of System updated NIA NIA

measured switch request from T+3

Mail switch confirmation letter to Member 5days 98% Receipt of Letter sent 7 days 100% Member request

4. LOST MEMBERS AND UNCLAIMED MONIES

Submission of

Lodgement of Lost Member and Unclaimed Money As required Lost and

byATO 100% NIA Unclaimed NJA NIA reporting to the ATO Money reporting

totheATO

5. COMMUNICATION

Personal response to a!! email messages and Receipt of correspondence received from Members, Employers or 3days 95% correspondence

Reply sent 4 days 100% Advisers

Answer all telephone calls 30 seconds 80% Initial ring Call answer Less than 4% 100% abandon rate

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Subject to the Trustee's approval and Trustee's prior 10 days PDS approved before agreement to fees, prepare, print and issue Product agreed due 95% N/A and available on Due date 100%

Disclosure Statements date the website

By31 Audited Report approved, Issue Fund Annual Report

December 100% accounts printed and NIA NIA available posted to web

3 days 100% Acknowledgment letter sent

Maintain a complaints handling process in accordance Every 15 100% Complaint Progress letter NIA NIA with Relevant Laws and as per Trustee policy days received sent

90 calendar 100% Resolution letter

days sent

6. EMPLOYER SERVICE STANDARD

Establish new Employer account, where all necessary Employer

3days 95% application System updated 5days 100% Fund documentation is received received

Employer Welcome pack Send Employer code and welcome pack to Employer 5days 95% application 7days 100%

received sent

Banking of monies received before 2.30pm Same day 99% Receipt of

money Money banked Next day 100%

Page44 of 55

ASP.002.001.2192

Primary Primary Secondary Secondary Services Benchmark Target Measure Measure Benchmark Target

for Service Service Start Event Finish Event for Service Service DeJivery Level Delivery Level

Apply all contributions to Members' accounts, where all requirements are received for all returns that meet the

Receipt of legislative data standards requirements from the Allocation of Employer, or electronically from the Member, or the

3days 95% complete contributions

5days 100%

ATO. Where incomplete instructions are provided, requirements

follow up with the Member or Employer as appropriate

Apply all contributions to Members' accounts, where all requirements are received for all returns that do not

4days meet the legislative data standards requirements from Receipt of

Allocation of the Employer. or in paper-based format from the 95% complete

contributions 6 days 100%

Member or the ATO. Where incomplete instructions are requirements provided, follow up with the Member or Employer as appropriate

Within 5 days of

Process all contribution refunds approved by the approval,

Receipt of provided 98% Refund sent 7 days 100%

Trustee within

refund approval

regulated timeframes

15th of the Schedules

Ensure employer paid fee schedules are issued to month for 95% N/A issued to

Last day of 100%

Employers prior month's Employers

the month deductions

7. ADVISER SERVICE STANDARDS

Establish Adviser account and send welcome pack Receipt of all

Welcome pack where all relevant information is received

3days 95% relevant sent

5days 100% information

I

Page45of 55

ASP.002.001.2193

Primary Primary Secondary Secondary



Process authority to advise forms and personal detail 5 days 98%

Receipt of System updated ?days 100% amendments from Advisers authority

Periodic Adviser commission payments 15th of each

100% NIA Payment of NIA NIA month commissions

Personal response to all email messages and 3 days 95%

Correspondence Reply to 4days 100% correspondence received from Advisers received correspondence

Provide Adviser with copy of transaction confirmation Completion of Correspondence

letter issued to Members for agreed transactions by 3 days 95% transaction issued to Adviser

5days 100% agreed communication method

8. END OF FINANCIAL YEAR PROCESS

Mail 290-170 notice to Members as agreed with Trustee As per EOY 100% NIA Mail notices NIA NIA

at end of financial year timetable

Issue Employer with annual pre-review listings As per EOY

100% NIA Send all pre-

NIA N/A timetable review listings

PAYG Despatch pension PAYG summaries and Centrelink 15July 100% NIA

summaries and NIA NIA schedules Centrelink

Schedules sent

I

Despatch Members' annual pension nomination forms 15 July I 100% 30 June Nomination

N/A N/A I

forms sent

Provide Insurers with updated sums insured including As per EOY 100% 30 June

Provision of NIA NIA

premium reconciliation timetable report

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ASP.002.001.2194




Produce and mail Member Benefit Statements and associated disclosure information to Members in the As per EOY

100% 30 June All statements

NIA NIA format agreed with the Trustee for periods ending 30 timetable sent June each year

9. ACCOUNTING AND TAXATION REPORTING

Reconciliation of bank account 1 day 100% Reconciliation Reconciliation

NIA NIA effective date completed

Generate and process insurance deductions to By 15th of the System updated

Members' accounts at month end & remit insurance month

100% End of month and premium NIA NIA payment to insurer at month end sent

Receipt of Reconcile Unallocated monies to be reconciled on a daily basis 1 day 100% unallocated unallocated NIA NIA

money money

Complete a reconciliation of PAYG taxation amounts '

withheld from payments in the prior month to the ' Complete general ledger and the PA YG payment summaries

10 days 100% End of month reconciliation

NIA NIA

issued for the period

Generate and deliver final year-end distribution and As per EOY 100% 30 June

Delivery of final NIA N/A

taxation schedules to Fund timetable schedules

Prepare and deliver tax return schedules to Trustee and As per EOY 100% 30 June

Delivery of tax N/A N/A

Fund's tax adviser in hard copy or other agreed format timetable return schedules

Receipt of Custodian

Completion of Quarterly management accounts 5 days 100% investment NIA NIA

I' accounting/tax

accounts

reports

ol55

ASP.002.001.2195




Unaudited draft annual accounts Per agreed

100% 30 June Finalise draft

NIA N/A timetable accounts

Extract and transmit the daily Cashflow by Investment 8.45am 100% N/A

Transmit daily NIA NIA and Unit on Issue (PC4.3 and PC 4.4) files files

Update all unit prices for eaoh option 7:00am 100% N/A System updated NIA NIA

'

As per EOY timetable,

Production of pro-fonna provided Receipt by NIA N/A

financial statements within 100% 30 June legislated Trustee

timeframes I

'

As perEOY timetable,

Production of audited annual financial accounts provided 100% 30 June Issue of certificate N/A N/A within by the Auditor

legislated timeframes

5 days before I

Payment of all taxes induding GST and Business Activity required End of each NIA NJA Statements lodgement 100% quarter Payment of taxes

date

Page 4a of 55

ASP.002.001.2196

Primary Primary Seoondary Seoondary


Delivery level Delivery level

10. TRUSTEE REPORTING

As per the report due

date agreed with the

Provide a quarterly report detailing performance, Fund Office of the End of each

Report sent to statistics and relevant commentary on issues affecting Trustee at 100%

quarter the Office of the NIA NIA

the Fund the Trustee beginning of

each calendar

year

Notify the Trustee upon a significant breach being 2 days 100% Identification of Notification to the

NIA NIA identified breach Trustee

Rectify breaches within agreed timeframe Agreed 100% Identification of Rectification of

NIA NIA timeframe breach breach

'

11. STATUTORY REPORTING

Generate and deliver APRA quarterly and annual As specified returns and other APRA survey fonns to APRA. Send by the 100% End of each Submission of NIA NIA relevant form to Trustee for sign-off in respect of APRA regulatory quarter returns to APRA annual and quarterly returns body

Generate and deliver Group Tax and BAS Returns and As required 100% NIA

Complete returns NIA NIA

remit relevant payments for Fund to ATO byATO and payment

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ASP.002.001.2197




Complete Member Contribution Statements (MCS) for As required 100% NIA Complete MCS NIA NIA

ATO byATO sent to ATO

Completion of Deliver annual reconciliation of PAYG withholding tax reconciliation together with payment (if required) to ATO for Fund 14 August 100% N/A and payment (if NIA N/A Members required) made

to the ATO

12. TECHNOLOGY SUPPORT

In the event of a system failure, processes must be in Within 1 day

place to return any individual system (induding or as agreed 100% System failure Return system to NIA NIA

with the normal operation websites) to normal operation Trustee

13. INVESTMENT

Reconciliation of Fund Manager reports 8days 100% End of each Reconciliation NIA NIA month completed

Effect appropriate investment disbursement to each Reconci liation of Disbursement Investment Manager in accordance with investment 2days 90% funds

instructions to 5days 100% strategy provided Trustee

Calculation of Fund returns for each investment option. As per EOY Receipt of Members NIA NIA

100% approval by accounts timetable

Trustee uodated

Daily portfolio valuation By 4pm daily 95% N/A Valuation End of day 100% delivered

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Cash statement By 10.30am

95% NIA Cash statement

End of day 100% daily delivered

Trial balance Agreed

100% Request Delivery of Trial

NIA NIA timeframe received balance

Movement of Fund Agreed

100% Request Delivery of

N/A NIA timeframe received reports

Transaction listings Agreed

100% Request Delivery of

N/A N/A timeframe received listings

Capital movement report 8days 100% End of month Report provided N/A NIA

Strategic Asset Allocation report 2days 100% End of month Report provided NIA NIA

Strategic asset allocation rebalancing 24 hours 100% Receipt of Process

NIA NIA instructions instructions

As per Instruction Instruction

Standing cash flow instruction Trustee 100% provided completed

NIA NIA instruction

Fee and tax accruals End of

100% N/A Report provided NIA NIA month

Payment of fees and expenses 3 days 100% Receipt of

Fees paid NIA NIA instructions

Payment of tax 3 days 100% Receipt of

Tax paid NIA NIA instructions

Agreed 100% 30 June Reports NIA

Annual reporting timeframe delivered NIA

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Taxation reports 9 days 100% End of month Reports NIA N/A delivered

Provision of unit prices 4pm daily 95% NIA Delivery of unit 6pm daily 100% prices daily

Tolerance review 4pm daily 100% NIA Review delivered N/A N/A

Detection of Notification Notification of errors and omissions 24 hours 100% delivered to N/A NIA errors

Trustee

Detection of Submission of Provision of an error incident report Sdays 100% incident report to N/A N/A errors

Trustee

Provision of fee accruals for unit pricing Agreed

100% Receipt of Provision of fee

N/A NIA timeframe instructions accruals

Capital movements 24 hours 100% Receipt of Delivery of report NIA NIA instructions

Cash flow allocations 12 pm daily 100% Receipt of Allocation NIA NIA instructions completed

Request for new New password User administration common services 5 days 100% set and NIA NIA

password communicated

Twice

Audit reports annually as

100% March and Delivery of NIA NIA

per agreed September reports timeframe

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Compliance certification 20 days 100% End of quarter Delivery of NIA N/A certificate

Restructures - cash transactions 10 days 100% Receipt of Transactions

N/A NIA instructions processed

Restructures - in specie transactions 10 days 100% Receipt of Transactions

NIA NIA instructions processed

Establishment of new products/Trusts product Receipt of All 10 days 100% documentation NIA NIA

consolidation/fund mergers instructions finalised

Query resolution 24 hours 100% Receipt of query Resolution of NIA NIA

query

Relationship management service meeting report card 15 days 100% N/A Delivery of NIA N/A

Report

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SCHEDULE 4 - PRIVACY NOTICE

The Aon Privacy Notice

The Aon Group of companies has always valued the privacy of Personal Information. When Aon collect, use, disclose or handle Personal Information, Aon will be bound by the Privacy Act 1988 (Cth) (the 'Act').

Why do we collect your Personal Information?

Aon collect Personal Information to offer, provide, manage and administer the many financial services and products we and our group of companies are involved in. These include insurance broking and claims management, risk management consulting, and other forms of insurance services (including underwriting of insurance products and reinsurance), employee benefits, premium financing, superannuation and investment advisory services. Aon may also collect Personal Information to be able to develop and identify products and services that may interest you, to conduct market or customer satisfaction research or to develop, establish and administer alliances and other arrangements with other organisations in relation to the promotion, administration and use of our respective products and services.

Aon may collect information about you because we are required or authorised by law to collect it. There are laws that affect the provision of our many services and products (as more fully described in the Aon Australia Group Privacy Policy Statement ('Aon Privacy Statement')) which require us to collect certain Personal Information. These laws may include the Anti-Money Laundering and CounterTerrorism Financing Act 2006 (Cth), the Corporations Act 2001 (Cth), the Superannuation Industry (Supervision) Act 1993 (Cth) and the Insurance Contracts Act 1984 (Cth).

How do we collect your Personal Information?

Unless impracticable or unreasonable to do so, Aon will generally collect this information directly from you or your agents or we may collect it from third parties such as our affil iates or employers, claims administrators, insurance companies, insurance brokers or agents. credit organisations, motor vehicle and driver licensing authorities, financial institutions, medical professionals, third parties who may be arranging insurance cover for a group that you are a part of, law enforcement, dispute resolution. statutory and regulatory bodies, marketing lists and industry databases. publicly available sources etc. Upon your request, we will take reasonable steps to let you know of how we have sourced your Personal Information unless it is obvious from the circumstances that you would know or would reasonably expect us to have the information (such as where we are dealing with your advisors).

When you give Aon Personal Information about other individuals, we rely on you to have made or make them aware that you will or may provide their Personal Information to us, the types of third parties we may provide it to, the relevant purposes we and the third parties we disclose it to will use it for, and how they can access it. If it is sensitive information we rely on you to have obtained their consent on these matters. If you have not done either of these things, you must tell us before you provide the relevant information.

You can choose not to receive product and service offerings from us (including product or service offerings from us on behalf of our affiliates and business partners) or related bodies, by contacting our Privacy Officer on [email protected], your Aon representative or by completing and submitting a Personal Information Request Form located at our website's privacy section at http:f/www.aon.com.au/australia/leqal/privacy-policy.jsp. The Aon Privacy Statement is also located on this website which contains further information about our privacy practices and how we can deal with your Personal Information at Aon.

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What can happen if you don't provide us with your information?

If you do not provide the information we request, we or those involved with the provision of the service or product may not be able to provide the appropriate type or level of service product.

To whom can we disclose your Personal Information?

Aon discloses Personal Information to third parties who we believe are necessary to assist us in providing the relevant services and products to our clients or to enable them to offer their products and services to you. For instance, we disclose Personal Information to the relevant product provider and their representatives, our agents and contractors and related companies. We generally limit, however, the use and disclosure of any Personal Information provided by us to such third parties to the specific purpose for which it was supplied. Disclosure may also be made to government, law enforcement, dispute resolution, statutory or regulatory bodies, or as required by law.

In addition to our affiliates, we may also disclose Personal Information to third parties such as our contractors, agents and service providers when we outsource certain functions, including market research, direct marketing, claims handling and recruitment. Our affiliates and third parties may be based locally or they may be overseas where we have a presence or engage such parties, including but not lim ited to the United States of America, United Kingdom, India, Singapore and the Philippines. In these circumstances, Aon will generally take reasonable steps to ensure we have contracts in place with such parties which prevent them from using or disclosing Personal Information for any purposes other than our own. We will also make every effort to ensure that we only have business dealings with third parties that value privacy and information security the same way as us. However, by providing us with your consent to collect your information in accordance with this Privacy Notice {which includes the Aon Privacy Statement) you acknowledge that we will no longer be required to take reasonable steps to ensure the overseas recipient's compliance with the Act in relation to the handling of your information and we will not be liable to you for any breach of any Australian privacy law by these overseas recipients under the Act or otherwise and, on this basis, you consent to such disclosure.

How can I access and correct my Personal Information or resolve my privacy issues?

If you wish to seek access to or correct the Personal Information we collected or disclosed about you, please telephone or email your Aon representative. The Aon Privacy Statement contains details about how to make a complaint about a breach of the Act and how we deal with complaints.

If you would like a copy of the Aon Privacy Statement containing further information about our privacy practices, please telephone or email your Aon representative to request a copy be sent to you, or access this at our website's privacy section at http://www.Aon.com.au/australia/leqal/privacy-policy.jsp

Our contact details

The contact details for our Australian head office are as follows:

Address: Level 33, 201 Kent Street Sydney NSW 2000

Switchboard: +61 2 9253 7000

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