administration consulting agreement aon master trust
TRANSCRIPT
ASP.002.001.2095
Af)flllewitt
Administration Consulting Agreement Aon Master Trust
Between
Aon Superannuation Pty Limited (ABN 83 057 982 822)
and
Aon Consulting Pty Limited (ABN 48 002 288 646)
ASP.002.001.2096
Contents
1. Definitions .............................. ......... ...... ...... ................. ....... ............................. ....... .............. ........... 3
2. Trustee appoints the Administrator ............. ............... ................................................ ............ ....... 6
3. The Administrator's Services ...... .......... ................... .......... ..... ............. .............. ........ .... .. ............. 7
4. Administration 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 ....... .............. .. ..................... .. .... .. ..................... ................ .......................... 11
13. Limit of liability ......... .. ...... .............. ................. ..... ................ ............. ............. .... ........... .. .. .. .......... 12
14. Confidentiality & Privacy .................................... ..................... ............. ..... .................. ... .. .............. 13
15. Amendment of this Agreement... ...................... .... ............................... ....... ............ .......... ............. 14
16. Termination of this Agreement ... ............................. ....... .................................... ...... ................... 14
17. Intellectual Property ........................... .................. ........ ................................... .... ... ................ .. .. 16
18. Audit. .......... ....... .............................................. .................. ............. .... ....... .. ......... ........ ... ....... ........ .. 16
19. Trustee & APRA Access to Information and Premises .... ........... ........................... .................. 17
20. Goods & Services Tax .... ................................ .. ................ .................................................... ........... 18
21. Notices ........... ....... ... .......... .... ...... ...... ............. .. .. ...... ................... .. ................................... ............... 18
22. Authorised Persons .. ................................... ... ..... ................................. .... .. .. ...... ...... ........ ..... ......... 19
23. Interpretation ................................ .... ............... .. .. ... ..... ............. ........ .. .. .... ... .... ............. .... .... ..... 19
24. Agreement ................. .... ... .......... .... ...... .............. .............. .................. ............ .. .... ............. ......... . 21
ASP.002.001.2097
Schedule
1. Fees ....................... .... .... ...... .... ................................... ...... .......................... ...... ................. .. .............. 23
1A. Pension ..... ..... .......... .................. ...... ..... .................................... ...... ................. .. ................... .......... 25
2. Services .. .. .... ............................. ........... ............... ............. .......................... ... ... ................. ............. 27
2A. Non-Employer Sponsored Members ........... ........ .. ....... .................. .... .... ............. ........ .... ............... 36
28. Other Plans ... .. .... ............. .................. ............ ...... .. .. ........................ ....... ................. ...... ............. ...... 37
2C. Pension ......... ........ .. .......... .. ............................. .. .............................. ....................... .. ...... ................. 38
3. Secure Internet Access Services ........ ...... ................. .. .. ................ ....................... ............... .... .... ... 39
4. Service Standards ....... ................. .............. ............. ......... ........ ................. .......................... ............. 42
Page 2 of 52
ASP.002.001.2098
THIS AGREEMENT is made the 1st day of January 201 1
BETWEEN AON SUPERANNUATION PTY LIMITED (ABN 83 057 982 822) Level 33, Aon Tower, 201 Kent Street, Sydney NSW 2001 (the Trustee)
AND AON CONSUL TING PTY LIMITED (ABN 48 002 288 646) Level 33, Aon Tower, 201 Kent Street, Sydney NSW 2001 (the Administrator)
RECITALS
A. The Trustee is the trustee of the AON MASTER TRUST (the Fund).
8 . The Administrator is the current Administrator of the Fund under an administration agreement dated 30 March 2005 (the 2005 Agreement) . .
C. The 2005 Agreement was amended on 13 August 2007 and 11 March 2008 to provide for unit pricing and an AMUCTF Compliance Program respectively.
D. The 2005 Agreement is further amended to include a requirement for the Administrator to have a Business Continuity Plan.
E. The parties have agreed to replace the 2005 Agreement as from the Effective Date, but otherwise confirm the appointment of the Administrator.
NOW IT IS AGREED AS FOLLOWS
1. Definitions
Administrative Fee Schedules means the fee schedules applicable to the prov1s1on of the
Services as set out in Schedules 1 and 1A, or as agreed between the parties from time to time.
Adviser means a person authorised to provide financial product advice pursuant to the
Corporations Act 2001.
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.
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Authorised Persons means the person or persons described in Clause 22.
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.
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 11.1 .
Business Day means Business Hours during Monday to Friday excluding Australian national holidays, and public holidays and bank holidays in New South Wales.
Business Hours means the hours between 8.30am to 5.30pm on a Business Day EST.
Claim 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 2011.
Confidential Information means any or all information in which the parties may reasonably expect to be confidential including but not limited to:
(a) all information about Members and beneficiaries of the Fund that the Employer and/or the Trustee and/or a Member and/or beneficiary 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:
(i) is in the public domain, otherwise than because of any breach of this Agreement;
(ii) the recipient or holder can demonstrate was known to it prior to the disclosure to it by the other party;
(iii) is developed by the recipient or holder outside the scope of the Agreement;
(iv) obtained by the recipient or holder from a third party having the legal right to disclose that information to the recipient or holder; or
(v) 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.
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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 .1 .
Effective Date means the date of execution of this Agreement or such other date as the parties agree.
Employee has the same meaning as in the Trust Deed.
Employer has the same meaning as in the Trust Deed.
Fund means the Aon Master Trust as constituted by trust deed dated 25 June 1990 (as amended).
Fund Bank Account means the bank account established by or on behalf of the Trustee under Schedule 2 Rule 3 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 17.
Fund Representative is the person(s) nominated by the Trustee to be the main contact with the Administrator and to provide information requested by the Administrator or Trustee from the Employer's records.
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 30 June 2015.
Input Tax Credit has the meaning given by the GST Law.
Intellectual Property includes 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 Aon, 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 or Key Features Statement issued by the Trustee.
Privacy Act means the Privacy Act 1988 (Cth).
Quarter means each quarter of a year, ending on each 31 March, 30 June, 30 September and 31 December.
Records includes notices, correspondence, statements, forms, certificates, reports, returns, software, supporting documentation, instructions, procedures, policies, files, the contents of the Fund's websile{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: 5 of 52
ASP.002.001.2101
(a) law of Australia or any State or Territory of Australia;
(b) rulings or guidelines issued by APRA;
(c) rulings or guidelines issued by ASIC; and
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.
Retainer Fee means the fee provided for in Clause 4 and as set out in Schedules 1 and 1A of this Agreement.
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).
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 4, 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 Retainer Fee, 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 in relation to the Services; and
(b) overrides any other statement, representation, understanding or agreement which either may have made to or with the other which conflicts with 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 wi ll act loyally and faithfully for the Trustee and perform its duties with reasonable skill and dil igence.
2 .6 The Trustee and the Administrator agree that this Agreement does not prevent the Administrator from sub-contracting any or al l of the Services, provided that the Administrator remains responsible for the provision of the Services to the Trustee.
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2.1 The Trustee and the Administrator agree that for the purposes of this Agreement the Administrator is not under any fiduciary duty to the Tnustee or to any of the Members.
2.8 Until and unless the Trustee gives writtim notice to the Administrator to the contrary, the Administrator will administer the Fund in accordance with the requirements of any PDS and the Trust Deed.
3. The Administrator's Services
3.1 The Administrator will provide Services outlined in Schedule 2 (as applicable), Schedule 2A (if applicable), Schedule 2B (if applicable), Schedule 2C (if applicable) and Schedule 3 (if applicable) respectively in accordance with the Service Standards described in Schedule 4.
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 ai; required in the management of the Fund in accordance with this Agreement; and
(b) any other powers necessary for the proper performance of the Administrator'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 namH 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 Schedules 2, 2A, 28, 2C or 3.
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 appointed in respect of the Services (including any financial advisor to a Member or an Employer).
3.6 If requested, the Administrator has the reisponsibility of providing to each Employee or individual on becoming eligible to join the Fund, the fcillowing documents which may include:
(a) a copy of the current Product Disclosure Statement for the Employee's or individual's category of membership;
(b) reasonable access to the Trust Dee,d, financial statements and auditor's report; and
(c) any other document as may be sup1plied from time to time by the Trustee for distribution to prospective members.
4. Ad ministration Fees
4.1 Fee Schedules
4.1.1 The Administration Fee Schedules as at the Effective Date are attached and marked Schedules 1 and 1A (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 administration fee scales conta1ined 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 AdminiHtration Fee Schedules.
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4.1.5 This Agreement automatically authorises the Administrator to organise the payment of administration fees each month.
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 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 will 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 the Administration Fee Schedules by giving 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 and 1A.
4.4 Fees Payable
Administration 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 4 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 responsibi lities in an efficient and timely manner will result in delays including delays in the Administrator's performance under Clause 5 and Schedule 2.
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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 Employ1~r.
6.3 In accordance with Clause 6.1, the Trustt~e 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 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 Admir1istrator'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 compla'int 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 up1dated from time to time.
7. Trustee's & Employer's Responsibilities - Secure Internet Access Services
7.1 The Trustee undertakes that it has arrainged, or wil l 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 S(:!rvices for the sole purpose of providing and reviewing superannuation information to, or ini 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 3.
8. Trustee's Duties - Non-Employer Sp0onsored 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.
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8.2 In performing its obligations under Clause 8.1, the Trustee may delegate its responsibilities.
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, the 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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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 Administrator 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 faci lities 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 with 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 faci lities 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 facili ties 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 follow-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.
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.
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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 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 which exceeds 5% of the cover at the relevant t ime. The Administrator will grant upon request of the Trustee written evidence of insurance cover and will not be required to provide that evidence more than once in each year.
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 0 1ther 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 (an IP Liability) by using the Software Package, Documentation or Services (where such use infringes in the intellectual property rights of a third party), 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 contrilbuted 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 Administrator 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 lbeyond 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 thH Trustee enters this Agreement in its capacity as trustee of the Fund and the Trustee's liability unde1r this Agreement is limited to the available assets of the Fund vested in the Trustee except where suchl 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 Administrator 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 tine employers;
(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 an 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
(e) errors or delays caused by a Membm's instructions to the Administrator in relation to the investment of his/her interest in the Fund.
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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 .
. 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.
14.2 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.
14.3 The obligation of confidentiality does not apply to Confidential Information which is required to be disclosed by law.
14.4 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.
14.5 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.
14.6 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.
14.7 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.
14.8 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;
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(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.
14.9 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.
14.10 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. Termination 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 ofTerm
(a) If at the end of the Initial Term, neither party has given notice to terminate this Agreement under the other provisions of this Clause 16, 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 other provisions of this Clause 16, at the end of any extended Term.
(c) Unless otherwise agreed, the terms of the Agreement shall apply during any extension of the Term.
16.3 Either party may terminate this Agreement at any time immediately by giving written notice (in accordance with Clause 21) to the other party ("Other Party") on any of the following grounds:
(a) a resolution is passed approving:
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(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.
ASP.002.001.2110
(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;
(c) the Other Party ceases to carrion 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.
16.4 Despite any other provision of this Agreement, either party may terminate this Agreement by giving the other party 6 months written notice in accordance with Clause 21. Any fees paid to the Administrator will not be refunded.
16.5 Termination by the Trustee
(a) The Trustee may terminate this Agreement by giving 3 months written notice to the Administrator (in accordance with Clause 21) if:
(i) 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 21) specifying the breach and requiring it to be remedied within a reasonable period (of not less than 30 Business Days); and
(C) fails to remedy that breach to the reasonable satisfaction of the Trustee within that time; or
(b) The Administrator ceases to be qualified under Relevant Law to provide the Services.
16.6 Termination by the Administrator
(a) The Administrator may terminate this Agreement by giving 3 months written notice to the Trustee (in accordance with Clause 21) of its intention to terminate if the Trustee fails to pay an amount which is:
(i) due and payable; and
(ii) not the subject of a bona fide dispute; and
(iii) overdue for a period of 6 months.
16.7 Fees Payable
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 will 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.
16.8 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.
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16.9 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.
16.10 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.
16.11 Subject to Clause 17, 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.
17. Intellectual Property
17 .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.
17 .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.
17.3 The Trustee agrees that on termination of this Agreement, the Administrator will not be required to give or deliver to the Trustee or any nominee of the Trustee any Software Package, Software Packages or Documentation. Particularly, the Administrator will not be required to give or deliver to the Trustee or any nominee of the Trustee any Software Package, Software Packages or Documentation relating to any unit pricing mechanism which the Administrator uses to calculate the value of any Service provided under this Agreement, and relating to any unit or the number of units held in the Fund by any Member or Members of the Fund.
17.4 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 non-exclusive basis.
17 .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.
18. Audit
18.1 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.
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18.1.1 Clause 18.1 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.
18.2 The Trustee or Administrator must not charge APRA a fee for the conduct of an independent audit requested under Clause 18.1.
18.2.1 The Trustee must, if requested by APRA, take all reasonable steps to enforce the Agreement against the Administrator in relation to Clause 1 8 .. 1.
18.2.2 The Trustee will be liable for any reasonable costs associated with conduct of an audit requested under Clauses 18.1 or 18.1.1 .
18.3 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 relatin!J to the Fund. ln 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.
18.4 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 1full access to the Administrator's premises and the information if required by the Trustee.
19. Trustee & APRA Access to Information and Premises
19.1 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. The Trustee also undertakes to provide minutes of meetings held in relation to the Fund.
19.2 The Trustee will advise the Administrator of any changes to investment managers, custodians, insurers or auditors of the Fund.
19.3 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.
19.4 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 document:s or information in its possession relating to the Agreement or the material business activity performed under the Agreement.
19.4.1 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.
19.4.2 Clauses 19.4 and 19.4.1 applies to any a,greement 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.
19.4.3 The Trustee or Administrator must not chiarge APRA a fee for any of the following:
(a) the provision of, or provision of acce•ss to, any documents or information under Clause 19.4; and
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(b) the provision of access to Administrator's premises under Clause 19.4.1 .
19.4.4 The Trustee must, if requested by APRA, take all reasonable steps to enforce the Agreement against the Administrator in relation to Clauses 19.4, 19.4.1 and 19.4.2.
19 .4 .5 The Trustee will be liable for any reasonable costs associated with the provision of, and access to any documents or information requested under Clauses 19.4, 19.4.1 and 19.4.2.
19.4.6 This Clause 19 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.
20. Goods & Services Tax
20.1 . 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.
20.2. 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 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.
If the Consideration is determined by reference to any cost, expense or liability incurred by the supplier, the reference to cost, expense or liability means the actual amount incurred by the supplier less the amount of any GST Input Tax Credit the supplier is entitled to claim in respect of that cost, expense or liability.
20.3. 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.
20.4 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.
21. Notices
21.1 Except as otherwise stipulated in this Agreement where the Administrator or the Trustee gives a val id notice, approval, consent or other communication (a Notice) in connection with this Agreement, it must:
(a) do so in writing; and
(b) (i) leave that Notice at the address of the addressee; or
(ii) send it by prepaid ordinary post (airmail if posted to or from a place outside Australia) to the address of the addressee or send it by electronic message to the electronic messaging number of the addressee; or
(iii) send it by facsimile to the number of the addressee.
21.2 A Notice will take effect from the time it is received (or is taken to be received under Clause 21 .3) unless a later time is specified in the Notice.
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21.3 A Notice is taken to be received:
(a) in the case of a posted letter, on the' third (seventh, if posted to or from a place outside Australia) day after posting; and
(b) in the case of an electronic messag1e or facsimile, on production of a transmission report by the machine from which the message was sent which indicates that it was sent in its entirety to the relevant number of the recipient.
21.4 The Administrator may rely on the written signature of any person whom:
(a) the Trustee has authorised in writin9 for the Administrator to rely; or
(b) the Administrator has reason to believe it has been authorised by the Trustee for the purposes of this Agreement.
22. Authorised Persons
22.1 The Trustee will provide to the Administrator a list of the persons who are authorised to make any written communications or take action on behalf of the Trustee under this Agreement.
22.2 The Trustee may vary its Authorised Persons by written notice to the Administrator.
23. Interpretation
23.1 General
23.1.1 The headings in this Agreement are for convenience only and do not affect the interpretation of this Agreement.
23.1.2 In this Agreement the words:
(a) which are singular or indicate singullar number, include their plural;
(b) which are plural or indicate the plural number, include their singular; and
(c) which are or indicate the feminine, masculine or neuter gender includes each other gender.
23.1.3 In this Agreement unless the context requires otherwise those words and expressions contained in Clause 1 have those meanings as defined in Clause 1 .
23.1.4 All references to statutes and sections of statutes include all statutes and sections amending, consolidating or replacing these statutes and sections.
23.1.5 A reference to a party includes the party"s employees, agents, administrators, successors, legal personal representatives and permitted assigns.
23.1.6 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
23.2.1 If any provision of this Agreement is voidl, 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.
23.2.2 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.
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23.2.3 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.
23.2.4 If either the Trustee or the Administrator believes in good fa ith 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.
23.2.5 Clause 23.2.4 must not be used in a way which:
(a) alters the basic intention of the parties;
(b) reduces the fee payable to the Administrator; or
(c) is illegal.
23.3 Governing Law
This Agreement must be interpreted according to the laws of New South Wales.
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 failure 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
23.5.1 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 Arbitration Rules of the Australian Commercial Disputes Centre (ACDC).
23.5.2 ACDC will assist the parties by providing a list of suggested mediators.
23.5.3 The parties agree to appoint a single person as the mediator.
23.5.4 If the parties fail to agree on an appropriate mediator, ACDC will appoint the mediator.
23.5.5 The mediation will be held in Sydney.
23.5.6 The parties will share the costs of the mediation equally.
23.6 Assignment
23.6.1 No party to this Agreement may assign its rights under this Agreement without prior written consent of the other. Such consent may not be reasonably withheld.
23.6.2 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.
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ASP.002.001.2116
23.8 Waiver
23.8.1 Waiver of any right arising from a breach of this Agreement must be in writing and signed by the party granting the waiver.
23.8.2 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.
23.8.3 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.
23.8.4 A party may not rely on any conduct of another party as a defence to exercise of a right by that other party.
23.8.5 This Clause may not itself be waived except by writing.
23.9 Representations and Warranty
The Administrator warrants that:
(a) it will provide the services with due skill and care;
(b) it will comply with all relevant laws;
(c) use of the Administrator Systems. the Software Package(s), the Documentation and the Services will not infringe the intellectual property rights of any third party; and
(d) it has and will maintain all systems, operations, information technology platforms and staff resources capable of providing the services in accordance with this Agreement.
23.10 Other
23.10.1 References to any party in this Agreement include its successors and assigns.
23.10.2 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.
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Executed for and on behalf of Aon Consulting Pty Limited by:
Signature of Director
PAUL MAZOUDI Signature of Director
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Date
Superannuation Pty Limited by:
~ Date
1~/tJ. / tf Date
ASP.002.001.2117
Witness
Witness
Witness
SCHEDULE 1 - FEES- PERSONAL AND CORPORATE
AON MASTER TRUST
Administration Fee Schedule
For Year Commencing 1 July 2010
1.1 Subject to Clause 4 of the Agreement, the annual administration fee will comprise the following charges:
Corporate Division Members
Member Fee: $70.32 per annum to each Member's Account, and
Exit Fee: $80 for each benefit payment, and
Asset Fee: up to 1.1 % per annum for each Member's Account
Family Law Split Fee: $160 ($80 per person), and
Family Law Valuation Fee: $200 per valuation ($500 for Defined Benefit valuations), and
• Temporary Residency Payments: $160.
Personal Division Members
Member Fee: $70.32 per annum to each Member's Account, and
• Exit Fee: $80 for each benefit payment, and
Asset Fee: up to 1.3% per annum for each Member's Account
Family Law Split Fee: $160 ($80 per person), and
Family Law Valuation Fee: $200 per valuation, and
Temporary Residency Payments: $160.
ASP.002.001.2118
For the purposes of Clause 4 of this Agreement the Trustee agrees to pay the Administrator's professional fees on a retainer basis in respect of the Administrator's duties set out in Schedule 2, 2A, 28, 2C and 3. This retainer is equal to an amount up to 04% of net assets per annum or the amount as agreed between the Administrator and the Trustee.
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 client seeks a rebate of a percentage 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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1.4 00~ Benefit Actuarial Retainer Fees are payable by the client to the Trustee for the purposes of receiving Interim Actuarial valuations and/or funding position letters. The fees are as per agreed between the client's actuary and the client.
1.5 Disbursements
The following expenses incurred by the Consultants and client relationship manager (and/or his or her alternate) in performing his or her duties will be paid out of the above fees.
i. Storage and retrieval of Trustee records. ii. Travel and accommodation expenses. iii. Photocopying and printing expenses. iv. Courier and delivery expenses.
1.6 Expense Recoveries
All other expense recoveries such as custodian fees, communication expenses and APRA levies will also be paid from the above fees.
1.7 All fees are
i. Payable within the time set out in Clause 4.2.3. ii. Subject to indexation as set out in Clause 4.1.2. iii. Inclusive of GST, if applicable, at the rate of 10%, for the purposes of Clause 20.3.
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SCHEDULE 1A - FEES - PENSION
AON MASTER TRUST
Administration Fee Schedule - Pension Members
For Year Commencing 1 July 2010
1.1 Subject to Clause 4 of the Agreement, the annual administration fee in respect of Pension Members will comprise the following charges:
Exit charges:
(a) for lump sum payments: $80 per each lump sum;
(b) for pension pay out payments: $5 per cheque payment; and
Asset Administration Fee: up to 1.3% per annum for each Member's Account, and
Member Fee: $70.32 per annum for each Member's Account, and
Family Law Valuation Fee: $200 per valuation, and
Family Law Split: $160 ($80 per person);
Pension Consolidation Account Asset Administration Fee: up to 0.5% per annum.
For the purposes of Clause 4 of this Agreement the Trustee agrees to pay the Administrator professional fees on a retainer basis in respect of the Administrator's duties set out in Schedule 2. This retainer is equal to an amount up to 0.4% of net assets per annum or the amount as agreed with the Administrator and the Trustee.
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 the behalf of any one or more Member).
1.3 These fees may be replaced by other fees which the Trustee and the Administrator may agree in writing.
1 .4 Disbursements
The following expenses incurred by the Consultants and client re lationship manager (and/or his or her alternate) in performing his or her duties will be paid out of the above fees.
i. Storage and retrieval ofTrustee records. ii. Travel and accommodation expenses. iii. Photocopying and printing expenses. iv. Courier and delivery expenses.
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1.5 Expense Recoveries
All other expense recoveries such as custodian fees, communication expenses and APRA levies will also be paid from the above fees.
1.6 All fees are
i. Payable within the time set out in Clause 4.2.3. ii. Subject to indexation as set out in Clause 4.1.2. iii. Inclusive of GST, if applicable, at the rate of 10%, for the purposes of Clause 20.3.
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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. Administration
1. 1 Processing Annual Review:
(a) Issue salary and employment status update schedule to the Employer prior to the Annual Review Year.
(b) Check contributions allocated to members reconcile with contributions actually paid and advise Employer of any variation.
(c) Update membership records with new salaries, employment status revise death and disability benefits, and calculate all allocated account balances with final unit prices.
(d) Maintain member personal contribution accumulation since 1 July 1983 for lump sum tax purposes.
(e) Issue section 290-170 Notices to members who intend to claim tax deductions.
(f) Arrange renewal of group insurances including:
• calculation of sum insured;
• notify underwriting requirements;
• associated administration and accounting.
(g) Check that defined benefit contributions are paid in line with contribution rates recommended by the Fund actuary.
1.2 Member Communication
Prepare draft document, revision as necessary and provide revised edition for legal review and signoff including production and design of the following documents:
(a) Product Disclosure Statement for Personal Division.
(b) Product Disclosure Statement for Corporate Division - Employers.
(c) Product Disclosure Statement for Corporate Division - Members.
(d} Production of Part 2 - Plan Outline for each sub-plan of the Corporate Division.
(e) Product Disclosure Statement for Pension Division.
(f) Annual Report to Members.
(g) Standard Benefit Statement Shell + Notes.
(h) Individual inserts for defined benefit sub-plans.
(i) Member Forms.
U) Newsletter for Members. 27 ol 52
(k) Newsletter for Advisors.
(I) Newsletter for Employers.
(m) Significant Event Notices.
(n) Factsheets.
Any employer or sub-plan specific documents will be charged in addition to the retainer to the employer sponsor and or out of the relevant sub-plans expense recovery allowance.
1.3 Reporting to Members and Trustee:
ASP.002.001.2123
(a) Prepare and issue a Benefit Statement to Members following each Annual Review in accordance with Relevant Law.
(b) Prepare and issue a Benefit Payment Statement and PA YG Statement where applicable in respect of Members entitled to a benefit payment in accordance with Relevant Law.
(c) Prepare and issue a Claim Report to the Trustee in respect of each death or disability claim submitted.
(d) Prepare and issue a report to the Trustee in respect of each Financial Hardship and Compassionate Grounds claim submitted.
(e) Prepare and issue a report to the Trustee after each Annual Review dealing with the financial and administrative affairs of the Fund as well as highlighting areas of concern or possible improvement.
(f) Prepare and issue to the Fund Representative information schedules as agreed with the Trustee after each Annual Review providing details of Members' updated benefits, contributions and account balances.
(g) Report movement in the reserve account during the year, if applicable.
(h) Prepare and issue a Quarterly Administration Report to the Trustee in agreed format.
1.4 Employer! Policy Committee Support
(a) Dedicated contact to each employer sponsor.
(b) Attendance at up to two policy committee meetings a year.
(c) Production of agenda papers and minutes for up to two policy committee meetings a year.
(d) Organisation of policy committee and running elections for each policy committee.
(e) Preparation of material for annual members information session.
(f) Attend and conduct Annual Member Information sessions for each sub-plan in capital cities or regional centres.
(g) Maintenance of Employer Kit including policy committee guide.
(h) Provide training and support to Employers on the employer online services (EOS)
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1.5 On Transition
(a) Provide advice in relation to the transition process and manage the overall process in relation to the client.
(b) Production of transitions communications to members.
(c) Conduct introductory member information sessions.
1.6 Advisers
(a) Facilitate the delivery by Advisers of Aon Master Trust products.
(b) Educate and promote the capabilities, features and benefits of the Aon Master Trust product suite to Advisers at conferences, professional development days, one-on-one meetings or as otherwise required.
(c) Develop and review frequently, communication material to assist Advisers which may facilitate the promotion of the Aon Master Trust as a suitable solution for their clients.
(d) Arrange for commission payments to be paid to Advisers as per their dealership agreement.
(e) Maintain and develop strong working relationships with the Advisers and their AFSL licensee.
1. 7 Processing New Entrants:
(a) Process new entrant membership applications and other related forms.
(b) Arrange insurances and associated underwriting.
(c) Establish membership records including Member's home address and tax fi le number, if provided.
(d) Prepare and issue to the new member a welcome letter and certificate showing investment option(s), beneficiaries nominated and member statement showing death and disablement benefits.
(e) Provide a PDS.
1.8 Benefit Payments:
(a) Receive termination details from Employer or confirmation of no further contributions to be received from the Employer.
(b) Check and verify contribution and salary details and calculate benefit entitlement according to Trust Deed.
(c) Calculate the preserved components of benefit payment.
(d) Write to the Member with details of calculation and taxation.
(e) On receipt of Member instructions, 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 APRA in respect of any rollovers to another superannuation fund, that the recipient fund is a regulated fund and subject to Relevant Law.
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ASP.002.001.2125
(f) Upon termination of employment, review benefits which remain unpaid for at least 60 days and pay benefits to the personal division or ERF and supply data to the personal division or ERF in the format requested.
(g) Attend to the administration and accounting associated with preparing cheques for benefit payments.
(h) Send copy of Benefit Payment Statement and PAYG where applicable to the Member.
(i) Calculate and remit lump sum benefit tax to Australian Taxation Office (ATO).
0) Submit death, total and permanent disability and salary continuance claims to insurer, liaise with Member, Employer and Trustee in respect of the claim to completion and inform the Trustee of the progress of the claim.
(k) Subject to provisions of the Trust Deed, comply with Member's request for payment of an unrestricted non-preserved benefit, including payment of any Financial Hardship and Compassionate Grounds claims that are approved for payment by the Trustee.
(I) Such payment will be regarded as a benefit payment with respect to determination of the fee as set out in the attached Administration Fee Schedule.
(m) For all benefit payments to self managed superannuation funds, the Administrator will adhere to the Trustee Policy.
1.9 Benefit Quotations:
(a) Receive request for a written quotation from the Fund Representative on behalf of a Member or a written request from a Member. The Administrator will respond only to requests for quotations received from the Fund Representative or requests from a Member.
(b) Calculate benefit requested and issue a Benefit Statement to the Member showing benefit, preserved amount and taxation.
(c) At request of the Fund Representative, Member or Member's Adviser, provide oral quotation of current benefits for a Member.
1.10 Income Payments:
(a) Attend to regular income payments, in accordance with the Trust Deed, in respect of pensioners or recipients of disability income benefits.
(b) Receive from insurers the disability insurance payments and attend to banking and accounting of the income.
(c) Calculate, deduct and remit tax due on the income benefits.
(d) Request tax declarations from the income recipients as required by the ATO.
(e) Revise income payments each year according to indexation requirements (if any).
(f) Send payments direct to pensioners/recipients by due date.
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1.11 Rollovers In:
(a) Receive a rollover from another fund in respect of a Member.
(b) Receive requests for rollovers from Members and organise rollover from paying funds.
(c) Attend to any enquiries from the trustee of the transferor fund to facilitate the transfer.
(d) Issue a rollover receipt to the Member.
(e) Update the Member record with all relevant rollover information.
1.12 Transfers In:
(a) With Trustee approval receive a transfer from another fund in respect of a Member.
(b) Attend to any enquiries from the trustee of the transferor fund to facilitate the transfer.
(c) Process new entrants in accordance with Schedule 2 Rule 1.8 (as required).
(d} Qualifying Recognised Overseas Pension Schemes (QROPS) - arrange for transfer of benefits from the United Kingdom.
1.13 Superannuation & Family Law:
(a) In relation to a Member's benefit, deal with and give effect to enquiries as required by law.
ASP.002.001.2126
(b) Request and receive applications or orders for payment. rollover out and/or transfer of benefits in relation to a non-member spouse.
(c) Recalculate and adjust member account balances and/or benefit for the purposes of payment, rollover out and/or transfer of benefits in relation to a non-member spouse.
(d) Recalculate and adjust Member account balances and/or benefits as may be necessary in relation to tax.
(e) Recalculate and adjust account balances and/or benefits of any Member and/or non-member spouse in relation to fees, charges, costs or expenses that may be charged in relation to superannuation and family law.
(f) Request and receive information from a Member and/or non-member spouse as permitted under superannuation and family law.
(g) Receive and process applications and requests for the provision of information as required under superannuation and family law.
(h) Receive and process applications and requests for the splitting and flagging as required under superannuation and family law.
(i) Ensure that Members are notified of any changes to their accounts as required under superannuation and family law.
1. 14 General:
(a) 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.
(b) 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.
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ASP.002.001.2127
(c) Deal with Trustee and Fund Repres1entative enquiries on the Fund's Membership or records on any matters covered by Clause 3 of this Agreement and, where applicable, Schedules 2A, 28 and/or 2C.
(d) Provide all necessary assistance to the Fund Representative including preparation (and updating) of an Operating Procedums Manual (as provided for in Schedule 2 Rule 7), outlining Fund administration procedures andl processes.
(e) A representative of the Administrator to attend all Trustee meetings each year at the request of the Trustee.
(f) Respond to requests for information from the Trustee. Unless the information requested is otherwise required to be supplied to the Trustee under any other sub-clause of this Clause or is information required to be issued to a member or other beneficiary or submitted to a relevant authority under the Relevant Law, th1e issue of the information may be subject to an extra timebased fee as agreed in writing beforehand between the Trustee and the Administrator.
(g) Respond to enquiries and complaints from Members in accordance with the Enquiries and Complaints Handling procedures as set out in the Operating Procedures Manual (as provided for in Schedule 2, Rule 7), or as agreed! in writing between the Trustee and the Administrator from time to time.
(h) Pay Service Providers.
(i) Maintain or cause to be maintained services and processes reasonably necessary to continue to maintain unit prices in respect of evmy member's investment in the Fund.
1.15 Unit Pricing Policy
The Administrator is to adhere to the Tru:stee's unit pricing policy when:
(a) Striking daily unit price;
(b) Allocating unit prices to the Fund; and
(c) Upon receipt of a switch request fro.ma member or member representative.
1.16 Binding Death Benefit Nominations:
(a) The Administrator is to adhere to th1e Trustee's binding death benefit nomination policy upon receipt of a binding death benefit nomination.
2. Fund Accounting
The Administrator will:
(a) Subject to Schedule 2 Rule 3, administer the payment of recurring expenditure, including professional fees. adviser fees. administration fees. taxes and insurance premiums.
(b) Refer expenditure of a non-recurrinn nature to the Trustee for instructions.
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(c) Receive contributions and disburse the balance after outgoings to the Fund investment manager(s) on a basis decided by the Trustee.
(d) Reconcile and verify all Fund assets as at year-end.
ASP.002.001.2128
(e) Receive investment income and capital gain/loss information from the Investment Manager for inclusion in the year-end accounts. If applicable, the Administrator will advise if information obtained from the Custodian for this purpose is not sufficient for the calculation to be done without an additional charge then to be agreed. The Administrator will calculate realised investment income, profit or loss on sale, capital gains or losses or the tax liability applicable to the investment income.
(f) Handle the banking of Fund income with the nominated bank account and reconcile bank statement to general ledger daily. Monitor the cash flow of the Fund and, subject to Schedule 2 Rule 3, recall monies from the Investment Managers from time to time to meet cash flow requirements as authorised by the Trustee.
(g) Send copy of bank statement and reconciliation report to Trustee each quarter.
(h) Maintain General Ledger.
(i) Produce draft accounts at end of year which comply with AAS25 Accounting Standard.
(j) Arrange audit and answer Auditor queries.
(k) Attend to any requirements of APRA, ASIC or the Australian Taxation Office in relation to the Fund's routine administration, excluding any requirements relating only to an APRA audit.
(I) Maintain accounting records for payment of tax deducted from lump sum benefits.
(m) Prepare and submit quarterly returns with Trustee approval to APRA.
(n) Prepare and submit annual returns with Trustee approval to APRA.
(o) Calculate Fund's tax liability and prepare draft Tax Return. See also Schedule 2 Rule 8.5.5(d).
(p) Prepare compulsory returns and activity statements and lodge them with the Austral ian Taxation Office.
(q) Remit Fund's tax to Australian Taxation Office in accordance with the prescribed schedule.
3. Fund's Bank Account
(a) The Trustee will use the bank account or accounts as agreed between the Trustee and the Administrator from time to time.
(b) The Trustee at all times will have complete control over the operation of this account and may, in its absolute discretion, determine from time to time who will be signatory to the account.
(c) The Administrator will follow the rules which the Trustee may establish for the operation of the Fund's bank account from time to time.
4. Assistance to Employer
The Administrator agrees to provide the Employer with all relevant forms necessary to meet its responsibilities under Clause 5, and to advise the Fund Representative in the event of any material failings by the Employer in meeting those responsibilities.
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ASP.002.001.2129
5. Policy Committee Meet ings
It is the Administrator's policy for a representative of the Administrator to attend to provide any fund specific advice required.
The Administrator will prepare draft agendas, take minutes of meetings, draft and issue minutes, and other relevant documentation.
6. Quarterly Administration Report
The Administrator will issue to the Trustee within one month following each 31 March, 30 June, 30 September and 31 December an administration report.
7. Operating Procedures Manual
The Administrator agrees to prepare and/or adopt an Operating Procedures Manual outlining administration procedures and processes.
It is the Administrator's responsibility to update the Operating Procedures Manual as required from time to time.
8. Services not covered by the Administration Fee
8.1 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.
8.2 Additional services will be provided only with the prior agreement of the Trustee.
8.3 The Trustee agrees to pay additional fees in respect of the additional services on the basis set out in Schedule 2 Rule 8.4 (below).
8.4 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 bases applicable at the time.
8.5 Additional services include. but are not limited to:
8.5.1 Legal:
(a) Drafting of amendments to the trust deed and associated work involved in providing or arranging legal opinion, tax approval and stamping;
(b) Advice about payment of benefits. insurance and/or death and disability benefits; and
(c) Advice about any legal proceedings or actions in any tribunal and/or attendance of those proceedings and/or actions.
8.5.2 Investment:
Investment advice including interviewing, analysing, reporting about and/or selecting investment managers. investment strategies, etc.
8.5.3 Insurances:
(a) Remarketing group insurance terms and conditions;
34 ol 52
ASP.002.001.2130
(b) Any legal or consulting advice connected with the lodgement and assessment of an insurance claim including correspondence. research and dealing with enquiries from the claimant. insurer and trustees. Eventual payment of any successful claim is covered under Schedule 2 Rule 1 .4
8.5.4 Accounting and Taxation:
(a) Significant changes to our standard accounting formats (other than to maintain compliance with relevant accounting standards). Such changes may be at the request of the auditors and affect the appearance of the financial statements or the content and structure of the notes;
(b) Acting as tax agent;
(c) Where the Fund's assets includes investments which are not Pooled Superannuation Trusts or Life Office investment policies then the calculation of the tax liability and preparation of the Tax Return will incur an additional time related fee; and
{d) Reporting on all tax related matters such as the impact of the ATO's and APRA's rulings and guidelines.
8.5.5 Technology and Records
Changes to computer programs for the Fund due to:
(a) changes in benefit design and/or
(b) required or made in regards to changes required to satisfy Relevant Law.
8.5.6 Communications:
Any 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.
8. 5. 6 Other:
(a) Briefing papers for Trustee or Employer Board Meetings;
(b) Special meetings with Members requested by the Trustee, which will fall outside routine servicing responsibilities (eg. meetings to explain changes in benefit design);
(c) Special meetings with the Employer or the Trustee not for the purpose of normal Trustee matters. servicing or reviewing the general operation of the Fund;
{d) Reporting on the impact of any other legislative or industrial matters on the design and operation of the Fund;
(e) Assist 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. In respect of any investigation audit occurring more frequently than three (3) yearly, an additional fee for any additional work is to be agreed;
(f) Complete statistical surveys requested by APRA from time to time;
(g) Revision of the benefit design; and
(h) Benefit surveys.
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ASP.002.001.2131
SCHEDULE 2A - NON-EMPLOYER SPONSORED MEMBERS
AON MASTER TRUST
Personal Division Member Services
As required by Clause 3 of this Agreement, the Administrator will provide the Services set out in this Schedule as follows and as per Schedule 2, Section 1:
1.1 The Administrator will:
(a) Administer the Personal Division of the Fund.
(b) Receive applications from the Trustee for issue of interests for Personal Division individuals.
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ASP.002.001.2132
SCHEDULE 28 - OTHER PLANS
AON MASTER TRUST
OTHER PLANS
For other plans under the Fund, where the Trustee admits Members on terms different from those that apply under Schedule 1, the Administrator will provide the Services set out in this Schedule as follows and as per Schedule 2, Section 1:
(a) administer the relevant Plan as a separate Plan;
(b) receive applications from the Trustee for the issue of interests in the relevant Plan.
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ASP.002.001.2133
SCHEDULE 2C - PENSION
AON MASTER TRUST
Pension Member Services
As required by Clause 3 of this Agreement, the Administrator will provide the Services set out in this Schedule as follows:
1. 1 Where applicable, refer to Schedule 2.
1.2 Pensions
The Administrator will also:
(a) Request and receive ATO TFN Declaration and Withholding Declaration from member.
(b) Calculate deductible and rebateable amounts.
(c) Withhold and remit appropriate amciunts of tax.
(d) Report PAYG withholding informatio n as required.
(e) Calculate minimum and maximum pension amounts.
(f) Request and receive pension payment elections.
(g) Send payments to Pension recipients by due dates.
(h) Give effect to commutation requests, as required.
(i) Give effect to rollover out requests, as required.
U) Administer the consolidation accounts.
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ASP.002.001.2134
SCHEDULE 3 - SECURE INTERNET ACCESS SERVICES
AON MASTER TRUST
Secure Internet Access Services
1. Services Which The Administrator Will Provide
Subject to the terms of the Agreement and the payment of the established fee and the annual maintenance fee by the Trustee in accordance with Schedule 1 and 1A, the Administrator will provide the following services:
1.1 Access to the Administrator's secure access service which will be provided through a secure website (the Site) on the Aon System (as defined in Clause 3 of this Schedule 3).
1.2 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.
1.3 The Administrator will provide a website which contains the following functions:
(a) Financial Calculators (b) Education (c) Glossary (d) Frequently Asked Questions (e) Cosmetic Enhancements (f) Surveys (g) my eBenefits (h) Employee Self Serve (i) Product Disclosure Statements U) Forms (k) Product updates (I) News items (m) Legislation updates (n) Annual Reports (o) Investment Information
1.4 Online superannuation service will be available through the website linking to the Administrator's secure on line service and will contain the following menu of functions:
(a) Functionality (HR, Employer Access) a) Member List & Search facility b) Home Page c) Member Update d) Member Enquiry e) Unit Price Enquiry f) Change Password g) Log Out h) Publications i) Definitions j) Add New Members k) Change Benefit Class I) Contribution uploads and reporting m) Termination notification
(b) Member Access
a) Home Page b) Benefit Quote c) Transaction History d) Investment Enquiry
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e) Investment Strategy Change f) Asset Switch g) Member Update h) Member Enquiry i) Unit Price Enquiry j) Change Password k) Log Out I) Publications m) Definitions n) Insurance details o) Beneficiary details p) My ebenefit q) Annual Statements
(c) AgenUBroker Access
a) Member List & Search Facility b} Member Basic Details Enquiry c) Account Details Enquiry d) Benefit as at Current Date e) Assets as at Current Date f) Transaction History g) Investment Enquiry h) Investment Strategy Change i) Asset Switch j) Financial Summary Enquiry k) Maintain Contact Details I) Unit Price Enquiry m) Standard Reports n) Publications & forms o) Change Password p) Logout
1. 5 Services
The Administrator undertakes to provide the fo llowing services:
ASP.002.001.2135
(a) provide infrastructure for the Site and maintenance and development of such infrastructure to ensure that al l functions operate correctly;
{b} maintain client support and systems support as set out in Clause 1.3;
(c) manage and maintain log-in names and passwords for existing and new members on request;
{d) add new items of Fund Information (received in PDF format) to keep site current and informative;
(e) issue passwords to members whenever original password is forgotten or invalid.
(f) The Administrator will provide client support and systems support during business hours on normal 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 8.30 am to 17.30 EST), the Services (set out in Schedule 3) will be available 24 hours a day, 7 days a week.
2. Additional Services
2 .1 Examples of services that are available from the Administrator upon request include:
(a) conversion of material to PDF format ready for addition to the Site; 40tlf 52
ASP.002.001.2136
(b) compilation of the frequently asked questions and answers;
(c) customised web-site design;
(d) direct hyperlinks from the Employer's intranet site to the Administrator's extranet services.
2.2 The Administrator may provide any or all of the services referred to in paragraph 2.1 upon agreement with the Trustee for an additional fee.
3. The Administrator's System
3.1 The Administrator does not represent that it owns the underlying software or that it has exclusive use of it.
3.2 The Administrator's System is protected by fi rewalls and other security devices established by the use of relevant computer hardware and software acceptable to the Administrator.
3.3 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.
4 1 ol 5Z
ASP.002.001.2137
SCHEDULE 4
AON MASTER TRUST
SERVICE STANDARDS
The Administrator win use its best endeavours to achieve the following Service Standards ·wherever the term 'day' or 'days' is used this means a normal business day in Sydney:
Services Target Target Measure Start Measure Finish Event Porfonnance Benchmark Benchmark for Service Event Maximum (exception
Service Level reporting required) Dell very
1. ADMINISTRATION
Establish Personal Member 2 days 95% Receipt ol completed Mail out of welcome letters and all Sdays
accounl and send welcome kit clocumenlalion olhet documentation where all relevant i'lformaHon 1s received.
Establish a Ccxporate Member 95% Mail out of welcome lelte<s and all Sdays accoont and send W9lc:ome kd 5days Receipt ol completed - documentation where al relevant onlormation IS documentahon received Process personal dela~ 4 days 95% 4days amendment and mail doruments Receipt of all System up<lated to member or employer as documentation necess91y e.g. address, salary, beneficiary and name updates
Forward transfer in doC'UmentaHon 4 days 95% Receipt of money and Letter sent 4 days to Rollover Fund once &It required all documentation documentation has been r&oeN"ed
Process member switches and 100% I day mail documents to Member Within 1 day, Receoptol all System updated and Letter sent conr .. ming tne sw~ch wtle<e day documentatton
mea...-edfrom T•3
lncomolele fAf"ll ~ts for membet 3davs 95% Receiot ol member Communic:abon W1ll'I member or 4,_.
ASP.002.001 .2138
Services Target Target Measure Start Measure Finish Event Performance Benchmark Benchmark for Service Event Maximum (exception
Service Level reporting required) Delivery
sw11ches 10 be ro11owed up by $Wiich request &dV1ser ooone 0< 1n writino Upon receipt of emended 290 C 4 days 95% Receipt of notice Lener sont 5days Notice, process momt..l's claim 1n system and 1ssuo a receipt kttter
Upon receipt ol an epptlC8Cion 5days 100'4 Receipt of a conectly Letter sent lo member 5days whele e member nffds 10 be :ompleled application undef\witten, the member Wll be w..ienwith l<lvice ol r-"'ements Upon receipt of a veltd nsurance 100'4 Receipt ol all valld Letters sent to nsuret and 5dayS nwucuon. f0<watd deteols 10 the 5days do<unenlation member nsuret & ma4 documents 10 Member ccnlmung nsurance detalfs w..n Insurer edVlses ol additional 2days 95% R.....,i of require..-ts Le"ersenl 2days nfatmation required, send the from IMl.M'8f member a lellor ol li.l1her roouirements Folow up ol outstendng Everymon1h 100'4 Initial letter of Follow up lettet sent 10 member Every month raou ... emenLS reoui"ements sent Once ecceplenoeldeclne notooe 4 days 95% Receipt of notice from Letter senl 4 days has been recaoved from Insurer insuref updale system and send the member confirm&llOn of tns.urance cover letter
Process all mombor eleclions to 10 days 95% Receipl of momber Systom updaled and lotter senl 15days •opt our or automatic cover or eleelion requesling reduction ltl cover'°' the Group Ltte and Group Salary Conhnuance Insurance Plans
2. PAYMENTS
Calcula10 and pay moinber 3days 95% Receipt or complete Paperwork sent 10 member Md 3days benolill (including deduction or member payment any rollover ins111u11on(s) applicable benefil paymen1 fees) instrucbons
ASP.002.001 .2139
Services Target Target Measure Start Measure Finish Event Performance Benchmark Benchmark for Service Event Maximum (exception
Service Level reporting required) Delivery
and issue required documentation
Incomplete claims notified lo 3days 100% Receipt of incomplete Contact with member 3days member or adviser by phone or application confirmed In wriling
Once termination advice has been 5days 95% Receipt of te<mination Letter sent 5days received from employer. forward advice the member an exit quote
3. PENSION
Periodic Pension Payments 15"'of each 100% NIA Money issue to pensioners 151"' of each month
month
Once rollover has been rece1ve<1 2oays 98% Receipt of rollover AUocalion of rollover and welcome 3days aeate a new pension membership documootation sent and send welcome documentation
Process members oommutaUon 3 days 95% Receipt of commutation letter sent 3days request once all required instructions documentation has been received
Process member personal deta~ 3days 95% Receipl of amendment System updated 3 days amendments, includil'\Q change in details pension payment amount and drawdown options
Process member switches and 1 day where day 100% Receipt of switch letter sent 1 day mail documents to member measured from request confirming switOh T+3
4. MEMBER PROTECTION, LOST MEMBERS AN D UNCLAIMED MONIES
Refund AOn ERF account 5 days 100% eatance reduces to less Letter sent 5days balances where less than $200 than threshold
•• 0152
ASP.002.001.2140
Services Target Target Measure Start Measure Finish Event Performance Benchmark Benchmark for Service Event Maximum (exception
Service Delivery
Level reporting required)
5. COMMUNICATION
P.monal response to all email 2 days 95% Receiptol Reply sent 4days mes.sages and correspondence correspondence received from members, empk>yers or advisers
Answer all tetephOne calls 30 seconds 80% Initial mg Call answer Less than 4% abandon rate
Subject to the Trustee's approval 1 O days before 100% PDS apJ><oved, printed and Due date and T rustee·s p1io1 119reement to due date distrib<Jted lees, P<Opare, print and issue Product Oisc&osure Statements
Issue fund annual report -r"' hall ol year 100% Report approved, P<inted and 2"' haff ol year (alter aud~ed posted to web. accounts available)
Maintain a complaints handling 2days 100% J'(ocess in accordance with
Complaint received Acl<nowledgment Letter sent 2days
Relevant Laws 28 days 100% Progress Letter sent 28days
Every 10 days 100% Update Letter sent Every 10 days
90 calendar days 100% Resolution letter sent 90 calendar days
6. EMPLOYER SERVICE STANDARD
Establish new Employer accounl, 5 days 95% Employer application Welcome Kil sent 7 days where all necessary Fund received documentation is received; send Employer code and welcome kit to Employer
Banking of monies received before Same day 99% 2.30pm
Receipt of money Money banked Next day
"1$of S2
ASP.002.001 .2141
Services Target Target Measure Start Measure Finish Event Perfonnance Benchmark Benchmark for Service Event Maximum (exception
Service Level reporting required) Delivery
Apply an paper based 4days 95% Contributions received Contributions allocated 7 days contribu1ions 10 mambotS'
' eccounts, whore al tnrormation Is received 10 allow proeesuig to OQCU'
Af>f*y al Employor Ont11e Lodged 2days 95% Receiplol EOS Conuibutions ellocatod Sdays contributions c:onuibUllons
Process ell mamb« Rollins ineo 4days 100% Receipt cl rollovef AllOCaloon cl rolover and receipe 4days the rund providod al completed sent to member c1ocunenca1oon os received
W1«a contributions have 3days 100% Rec:eip4 cl contributoon No11ficacoon sen1 3days onc:cmplete <!eta.ts, noltllcatoon Wiii be sent to the memoer °' employer
Process an oontnbullon rerunds 28daysfrom 98% Receipt of contribution Refund sant 28days alter thrae roesonable attempts original receipt have been mado to request required dOCIO'Oentetlon
7. ADVISER SERVICE STANDARDS
Establish adviser account and 5days 95% Receipt or an relevant Welcome kit sent 7 days send welcome kit where all information relevanl informa1ion Is re~ivod
Procoss outhorlly to advise rorms 5 days 98% Receipt or authority System updated 7 days and requests rrom advisers re< addltionol account inre<mallon
Periodic advisor commission 1s"' of each 100% NIA Paymont of commissions 151" of each month
payments month
Personal response to all email 2 days 98% Conespon<lenee Reply to ce<respondonce 2days messages and corres-dence
480f$2
ASP.002.001.2142
Services Target Target Measure Start Measure Finish Event Performance Benchmark Benchmark for Service Event Maximum (exception
Servi ce Level reporting required) Delivery
8. END OF FINANC!AL YEAR PROCESS
Mail 290C notice to members as AS per EOY 100% 30 June Mail notices As per EOY timetable agreed with Trustee at end of timetable financial year
Issue employer with annual pre- Sdays 98% review lislings
31 May Send all pre-<eview listings 7 days
Despatch pension PAYG 15July 100% NIA PAYG summaries and Centrelink 15July summaries and Centrelink Schedules sent schedules
Despatch members' annual As per EOY 100% 30 June Nomination forms senl As per EOY timetable pension nomination forms timetable
Provide lnsuiers with updated As per EOY 100% 30 June Provision of report AS per EOY timetable sums insured including premium timetable reconciliation
Produce and mail member 31 August 100% statements and associated
30 June AU statements sent As per EOY llmetable
disclosure informat;on to members in the fOfmal agreed with the Trustee fOf periods ending 30 June each year
9. ACCOUNTING AND TAXATION REPORTI NG
Reooncilialion of bank account 1 dav 100% N/A Reconciliation effective date 1 dav Generate and process insurance 3days 100% End of month System updale and premium sent 3 days of month end deductions to members' accounts at month end & remit insurance navmenl to insurer at month end Unallocated monies to be 1 day 100% Receipt of unallocated Reconcile unallocated money 1 day reconciled on a dailv basts monev
4701 52
ASP.002.001.2143
Services Target Target Measure Start Measure Finish Event Pcrfonnance Benchmark Benchmark for Service Event Maximum (exception
Service level reporting required) Delivery
Complete a reconciliation of 10 clays 100% PAYG taxation amounts withhelo
End of month Complete reconcmation 10 days
from payments in the prior month ' to the general ledger and the
PAYG payment summaries issued lor the oeriod. Gonerate and deliver Final Year· Asper EOY 100% 30June Dellvet final schedules As per EOY timetable End Distribution and Taxation timetable Schedules to Fund Prepare and deliver Tax Return Per agreed 100% 30June Deliver final schedules Pet agteed timetable schedules to Trustee and Fund's timetable lax adviset in hard copy or other aoreed formal Quarterly management aocounls 5days 100% Receipt of Custodian Completion of accounts Sdays
Investment accountincttax reports
Unaucmed draft Anoual Accounts Ptt-r&gfeed 100% 30JU0 ts Fine:s1isu <.1fl:lft occounts Per agreed tlmetable timetable
Surplus Funds Per agreed cul off 100% 30 June Surplus Funds Per agreed timetable time with custodian
Extract and transmil the daily 8.45am 100% Cashllow by investment and Unit
N/A Transmit daily files 8.45am
on issue IPC4.3 and PC 4.41 files Update all untt prices for each 7:00am 100% ~rttolio
N/A System update 7:00am
Production of annual 31 ~ Augusl financial statements each year
30 June 100% Receipt by Trustee 1s1tt September each year
30 June Production of audited annual 15"° September 100% Issue of Certificate by the Audttor 15"' October each year financial aocounts each year
30 June Payment of all taxes including 5 days before 100% Bank stalement 2 days before lodgement date GST and Business Activity lodgement date Statements
ASP.002.001.2144
Services Target Target Measure Start Measure Finish Event Performance Benchmark Benchmark for Service Event Maximum (exception
Service Level reporting requiredl Delivery
10. TRUSTEE REPORTING
Provide a monthly report detailing 1 o days after the 100% NIA Complete report 10 days after the end of each performance, fund statistics and end of each month relevant commentary on issues month affocting the Fund
11. STATUTORY REPORTING
Generate and deliver APRA Per deadline 100% 30 June Complete annual retooi Per deadline specified by the Annual Return and other APRA specified by the regulatoty body su<Vey forms to APRA; send regulaloty body relevant form to Trustee'°' sign· off in respect of APRA annual return
Generate and deliver Group Tax As required by and BAS Returns and remit ATO
100% NIA Complete returns As required by ATO
relevant payments for Fund 10 ATO
Complete Member Conl.ribution As required by Statements (MCS) f0< ATO ATO
100% NIA Complete MCS sent to ATO As required by ATO
surcharge and co-contributions purposes - together wrth extensive checking of data to ensure co<fe<:t data are being advised and deliver lo ATO for members.
Deliver annual reconciliation of 14 August 100% PAYG withholding lax together
N/A Reconcilialion sent toATO 14Augusl
w~ payment(~ required) lo ATO f0< Fund Members
12. TECHNOLOGY SUPPORT
49ol$2
ASP.002.001 .2145
Services Target Target Measure Start Measure Finish Event Performance Benchmark Benchmark for Service Event Maximum (exception
Service Level reporting required) Dell very
In the event ol a system fa1IU1e. Within 1 day °' as 100% System failure Rot..-n system to notmal operatoon Within 1 day or as agreed with the processos must be In place to agteed wfth the Trustee return any individu•I system Trustee (tneludong wtt>sites) to notmal opGf&tion
13. INVESTMENT
Reconciliatoon or 11.rld Manager 10days 95% Receipt ol reports Reconciloatoon 0otnpleted 15 days rannrts Effed 8Pllfopnate .,._Mment 2days 90% Reconc:iiation ol IUllds Disbursement instrvctions lo 5 clays dosbursement to each Investment trvslee meneger in 8CCOldence Wtth tnveSlment Sita!""" Nt>voded
Calc:Uatoon ol Fund Crediting 31 • August each 100% Receipt ol approval by Members &OCOl.WllS updalad 15 Sep<embef each year Rates for each invewnent Option yeat 11us1ee
Da•v Portfolio Valuation Bv 4om da~v 95% NIA Valualion dehvered 10 Aon DalY Cash S111emen1 Bv 10.30am dailv 95% NIA Cash •tatemenl deloverad IO Aon Trial Baianco AQread timelrame 96°4 NIA Dahverv ol Trial balance Dai v Movement ol Fund Anreed timelrame 96% NIA DetovA<V or reonns Daitv Transection Listlnos Aoreed tineframe 96% NIA Del1Vorv or llstlnns Dai v Outstanding Sallloments By4pmdaily 95% NIA Oehvary or Outstandil\Q Daily
Setllemon1s re"""• Cao"al Movemenl Reoorl 16 Davs 95% NIA Reoort to be orovlded ouarte1lv Strataolc Asset Allocation Reoort 20avs 9.5°1. NIA Provided monthlv Strategic Asset Allocation 24 hours 95% Receipl or inslruc1ions Prooess iNtructlons Monthly Rebelencina lnslrucllona S1end1na cash flow inslluclion Monlhlv 100% NIA Providod Monthlv Monlhlv Fee and Tex Accruals Month Iv 100% N/A Provided Monthly Monthlv Pavmenl of Feos and Exoenses 3 Davs 95% Receipt or inslrudions Foos paid Monthlv Paymenl or Tax 3 Days 95% Receipl ol lnstruclions Tax paid Quarterly
Yea< end limelable Agreed limelrame 30 June Tlmolable ag<ead belween all Agreed TimeframA oarties
V eat end audit reaul11ments Aareed timerrame 30June Asreaulred A0teed T1merrame AMualR0nntltna Ac.reed limelrame 95% 30June Recorts det1vered Aoteed Timeframe Annual Pr"""' Dav Calendar 31 March 100% NIA Caiend..- P<OVided 31 March Yeatlv
ASP.002.001 .2146
Services Target Target Measure Start Measure Finish Event Performance Benchmark Benchmark for Service Event Maximum (exception
Service Level reporting required) Delivery
Accounting Policy Agreed timeframe NIA Delivery of Accounting Agreed Timeframe re uirements
Taxation Poliov Anreed timeframe NIA Oeliverv t;)f Taxation reauirements Aareed Timeframe Tsxation Rennrts 5 davs monthlv 95% NIA Renl'll1s delivered Month Iv Unft Price Melliodol~" 4om Dail• 95% NIA Deliverv of t.nit prices daily 6pm Daiiv Tolerance Review Ad HOC NIA Review delivered Ad Hoc Notification of Errors and 24 Hours 98% Reootlino
Detection of Errors Submission of Error Report 24 hours on detection of error
Provision of fee accruals ror Unit Agreed timeframe Receipt of instructions Payment of fees Agreed Timeframe Pricinn Ca• ital Movements 24 Hours 95% Receiot of instructions Deliverv of rePOrt Cash Flow Allocations AnreGd timeframe 95% Receipt of insttuctions Allocation completed Aoreed Timeframe User Administration Common 5Days 100% Request for new New Password set and 5 Days Services oassword communicated Audit Reootts Aoreed timof1ame 100% 30 June Oeliverv of reoorts Aareed Timeframe Confirmation of Adherence to 6 weeks after end Aareements of ouarter
100% End or quarter Confirmation sent 6 weeks after end of quarter
Compliance CertWication 6 weeks after end 100% End Of quarter Delivery of certificate 6 weeks after end or quarter of auarter
Restroctures - cash transactions 7 Davs 100% Receiot of instructions T ran.saclions orocessed 7 Davs Restructures - in spec~ 15 Days 100% transactions
Receipt of instructions Transactions processed 15 Days
Establishment of new 10 Days 100% products/Trusts product
Receipt of instructions All documentation finalised IODays
consotidation/"fund meroers Querv Resolulion 24 Hours 100% Receic t of ouerv Resolution of auerv 24 Hours Relationship Management Service 4 Weeks alter end 100% NIA Delivery of Report 4 Weeks aner end of quarter Meeti"" Renort Card of auarte< Notification of claim or potential 24 Hours 100% Detection of claim Delivery of Notification 24 Hours claim Notification of chanaes Timelv manner 100% Oetectton of chanaes Deliverv of Notification Time1v Manner
14. INSURA NCE New Applications - Unde1writing 3days 100% Receipt of application Confirmation of Underv1riting 3days
deoision or further requirements sent to Administrator
Subsequenl Assessment 2 days 100% Receipt ol lurther Confirmation of decision sent to 2days documents Administralor
Assessment and/or payment of 10days 100% Receipt of claim ftom Delivery of funds or assessment 10 days benefits/claims administrator
5' ot62
ASP.002.001 .2147
Services Target Target Measure Start Moasuro Finish Event Performance Benchmark Benchmark for Service Event Maximum (exception
Service Level reporting required) Delivery
outstand1 assenments insurer Claims ulri<ls 5 100% Reso1uto0n ol u' Sda Rol...ning al telephone calls 1 day 100% Relurn of call 1 day