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RULES FOR THE MANAGEMENT OF THE RETAIL EMPLOYEES SUPERANNUATION TRUST

2. MEMBERSHIP 19

2.3 Categories of Membership

22.6.99 11.12.08

Division I

Consisting of the following categories of Members:

(a) Deemed Members being:

(i) Employer-sponsored Members in respect of whom a contribution has been paid to the Trustee and from whom the Trustee has not received and/or accepted a valid Member Application;

(iii) Successor Fund Members in respect of whom an amount is transferred to the Plan from another superannuation fund and from whom the Trustee has not received and/or accepted a valid Member Application;

(b) Ordinary Members being:

(i) Employer-sponsored Members in respect of whom a contribution has been paid to the Trustee and from whom the Trustee has received and/accepted a valid Member Application;

(ii) Successor Fund Members in respect of whom an amount is transferred to the Plan from another superannuation fund and from whom the Trustee has accepted a valid Member Application;

(c) former Employer-sponsored Members, as contemplated by rule 2.1.1B;

11.6.13 (d) such other persons admitted as Members of Division I and from whom the Trustee has accepted a valid Member Application; and

11.6.13 (e) those members transferred from Division II, III or IV pursuant to rule 2.5.3. 24.4.03

11.12.08

Division II

Consisting of the following categories of Members:

(a) those persons admitted as Members of the Plan who are not Division I or Division III or Division IV Members and in respect of whom a contribution, roll-over amount or Family Law Spouse Amount has been paid to or credited in the Plan and from whom the Trustee has accepted a valid Member Application;

15.4.02 11.6.13

(b) those Members transferred from Division I or Division IV pursuant to clause 14.2 or rule 2.1.2; and

11.6.13 (c) those members transferred from Division I, III or IV pursuant to rule 2.5.3.

15.4.02 Division III

11.6.13 Consisting of Members who are to be paid or who are being paid a pension and whose pension benefits comply with the Act’s requirements for payment of a pension.

A Division I, II or IV Member may be transferred to Division III pursuant to rule 2.5.3 or rule 2.14.

15.4.02 6.4.06 11.6.13

Division IV

Consisting of Members whose Employer has entered into an application agreeing to membership of this Division.

A Division I, II or III Member may be transferred to Division IV pursuant to rule 2.5.3. 15.4.02 2.3.2 On an Employer-sponsored Member ceasing to be employed by the Employer, the Member’s

membership may be transferred to Division II or remain in Division IV.

18.2.13 2.3A Classes of Membership Interests

2.3A.1 With effect from the MySuper Start Date, the Plan is divided into the following classes of beneficial interest as determined by the Trustee:

(a) one or more MySuper Classes; (b) the Choice Class;

(c) a class of interest whose only members are defined benefit members. 2.3A.2 A Member may hold more than one class of beneficial interest in the Plan at a time.

2.3A.3 Subject to the Applicable Requirements, the Trustee must allocate a Member's benefits in the Plan to one or more classes of beneficial interest.

2.3A.4 Notwithstanding any other provision of this Deed, the Trustee must not transfer a Member's benefits in the Plan from an interest in a MySuper Class to:

(a) an interest in another MySuper Class in the Plan; (b) an interest in the Choice Class in the Plan; or (c) another Complying Fund,

except:

(d) with the consent of the Member, which must be given within such period (if any) specified in the Applicable Requirements before the transfer occurs; or

(e) as otherwise permitted by the Applicable Requirements.

18.2.13 2.3B MySuper Class

2.3B.1 Notwithstanding any other provision of this Deed, with effect from the MySuper Start Date a MySuper Class in the Plan has the following characteristics:

(a) the assets attributed to interests in the MySuper Class must be invested in accordance with a single diversified investment strategy. For the avoidance of doubt, this rule may be satisfied by the interests in the MySuper Class being invested in an Investment Option which has a single diversified investment strategy;

(b) there is no Member Investment Choice within the MySuper Class. However, subject to the Applicable Requirements and such rules as are determined by the Trustee from time to time, a Member may elect to:

(i) transfer all or part of their benefits from an interest in the MySuper Class to an interest in the Choice Class; and

(ii) transfer all or part of their benefits from an interest in the Choice Class to an interest in the MySuper Class;

(c) each Member who holds an interest in the MySuper Class must be entitled to the same options, benefits and facilities as required by the Applicable Requirements;

(d) the Trustee must not attribute amounts to Members in relation to their interests in the MySuper Class in a way that streams gains or losses that relate to any assets attributed to interests in the MySuper Class to only some of those Members, except to the extent

permitted by the Applicable Requirements;

(e) the Trustee may permit an Employer (Subsidising Employer) to subsidise the fees payable by Members in relation to the MySuper Class provided that subsidisation does not favour one Member holding an interest in a MySuper Class employed by the Subsidising Employer over another such Member who is employed by that Subsidising Employer;

(f) the only fees that can be charged by the Trustee in relation to the MySuper Class are as set out in the Applicable Requirements;

(g) the insurance policies arranged by the Trustee in relation to the MySuper Class must comply with the Applicable Requirements; and

(h) a pension cannot be paid from an interest in the MySuper Class.

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