How To Invest In A Trust Fund

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Between

WESTPAC RE LIMITED ABN 80 000 742 478 AFSL 233717

of Level 20, 275 Kent Street, Sydney (Manager)

THE PERSON(S) NAMED IN THE APPLICATION FORM

(Client)

BT Private Portfolio

Investment Management Agreement

for Self Directed Clients

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BT Private Portfolio is a specialised investment management service offered by

Westpac RE Limited through BT Managed Accounts and is structured as an

Individually Managed Account (

IMA

).

Exclusive portfolio management

BT Private Portfolio is available to individuals and organisations with a minimum of $1 million to invest and is designed to work closely with your banker, financial planner and others in delivering a holistic wealth solution.

Your dedicated Portfolio Manager provides individualised portfolio management that reflects your investment objectives in establishing and managing a tax-effective, diversified investment portfolio.

Why use BT Private Portfolio?

>

> _{Dedicated Portfolio Manager} >

> Access to expert investment professionals

>

> _{Beneficial ownership of Australian shares and listed property} >

> _{Professional portfolio management} >

> _{A tailored, diversified portfolio} >

> Comprehensive portfolio administration and online reporting

Dedicated Portfolio Manager

Portfolio Managers are experienced individuals with extensive investment markets knowledge, relevant professional qualifications, sound relationship management skills and offer a ‘high touch’ approach to portfolio management.

A dedicated Portfolio Manager is your primary source of contact and is personally responsible and accountable for the relationship.

Access to expert investment professionals

BT Investment Management (RE) Limited (‘BTIM’), have a professional team of equity and property analysts provide the research and create our model portfolios. Portfolios are constructed and dynamically managed based on established valuation principles that reflect both return objectives and risk management characteristics at a stock, sector and portfolio level.

Beneficial ownership of Australian shares and listed property

An IMA offers beneficial ownership of the underlying Australian shares and listed property assets in your portfolio. A key advantage of beneficial ownership is that you are entitled to all income (dividends, distributions) and any taxation concessions (franking credits).

BT Private Portfolio also offers the ability to seamlessly transfer any existing investments (Australian equities) into your portfolio. The transfer of stock does not generally result in a change of beneficial ownership and as a result there are no taxation implications, noting that individual taxation advice is recommended.

Professional portfolio management

As the securities held in your BT Private Portfolio are beneficially owned, your Portfolio Manager will be influenced by the need to consider the after tax outcomes of any trading activity. This is in contrast to an investment in a pooled (managed) fund whereby any taxation liabilities are to the fund, and in turn, allocated to all unitholders equally.

BT Private Portfolio offers three taxation accounting methods from which to choose:

>

> _{Maximise capital losses or, if no capital losses are available, minimise capital gains (default);} >

> _{First In, First Out method, meaning the first investments bought are the first sold; or} >

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A tailored, diversified portfolio

You can choose a model portfolio that is suited to your risk appetite and investment needs. Furthermore, you can select from a variety of unlisted Managed Funds to gain exposure to other asset classes.

A list of these unlisted Managed Funds can be found on page 14 of the application form. Detailed information on the unlisted Managed Funds can be found at www.btim.com.au/AllFunds , or www.bt.com.au/downloads/ offerdocs/wfs_investorchoice_PDS.pdf or by contacting our Client Service Team on 1800 222 790.

Your Portfolio Manager can invest the initial capital over an agreed period of time rather than all at once and seek to take advantage of opportunities created by market fluctuations as they arise. Additionally, you can elect to place restrictions on stocks and sectors to suit your preferences (for example, ethical considerations or substantial holdings).

Comprehensive portfolio administration and online reporting

A comprehensive range of daily, quarterly and annual reports are available online, while additional one-off reports can be made available by contacting your Portfolio Manager.

Model portfolios

Characteristics Core

High yield

Dynamic

Specialised

Australian

Listed

Property

Trust

Model Type Australian equities* _Property**

Investment

objective To provide strong capital growth over the long term with a secondary focus on tax-effective income. To provide a strong return over the long term comprised of capital growth and income. The primary focus of the portfolio is on providing a tax-effective return with added emphasis on income. To provide a high level of capital growth over the long term by investing in a concentrated portfolio of Australian shares. To provide a strong long term after-tax return to tax-exempt investors who are able to use franking credits. To provide a strong return consisting of capital growth and income over the long term.

Typical number

of stocks 20–40 20–40 15–30 20–40 8–15

Target yield Benchmark

dividend yield Higher than benchmark dividend yield

Benchmark

dividend yield Higher than benchmark dividend yield

Benchmark dividend yield

Recommended investment time-frame: five years or more

* Benchmark S&P / ASX 200 (ex-LPT)

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Is BT Private Portfolio right for you?

The investment services provided by BT Private Portfolio are intended for individuals and organisations with a minimum of $1 million to invest. Clients may use a BT Margin Loan in order to meet the minimum investment requirement.

As with any investment, BT Private Portfolio is subject to investment risk and various other risks including the possibility of adverse regulatory changes and operational risks.

Investment Manager Profile — BT Investment Management

BT Investment Management (RE) Limited (‘BTIM’) is the investment manager for each of the BT Private Portfolio Model Portfolios. BTIM is a wholly-owned subsidiary of BT Investment Management Limited, which is listed on the Australian Securities Exchange, manages over A$36.1 billion (31 March 2011) for investors, and is majority owned by the Westpac Group.

The BTIM team actively manage investments in asset classes where they believe they have a comparative advantage — Australian equities and listed property, Australian and international income and alternative investments — and applies disciplined investment processes to generate true-to-label performance.

BTIM’s investment strategy is based on the principle that the perceived earnings profile of a company is the main driver of share price performance. As such, BTIM maintains a focus on the future earnings profile and cash flow generation capability of companies, which relies upon the skill of identifying growth opportunities and threats. BTIM conduct fundamental research of individual companies to determine their investment merits and construct a portfolio with a bias towards growth characteristics and stocks with a higher than average return on equity.

BTIM Core Model Portfolio

Investment objective

The Core Model Portfolio seeks to provide strong capital growth over a long-term investment horizon. The primary focus of the Core Model Portfolio is to generate tax effective capital growth, with a secondary focus on income through the receipt of franked dividends.

Designed for investors who...

>

> _{Seek capital growth from exposure to Australian equities;} >

> Want an active investment management strategy applied to their Portfolio; and

>

> _{Have a long-term investment horizon.}

Investment Strategy and Approach

The investment strategy of the Core Model Portfolio is to invest in an actively managed portfolio of Australian shares that are believed to be trading at a discount to their perceived value. The portfolio aims to invest only in stocks with the highest levels of conviction to generate the greatest absolute returns for shareholders over the long-term.

The Core Model Portfolio aims to maintain tax efficiency, while monitoring the realised and unrealised tax position on a regular basis. The portfolio invests in securities from the S&P/ASX 200, and typically consists of between 20 and 40 stocks with good long-term value.

Benchmark Index

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BTIM High Yield Model Portfolio

Investment objective

The High Yield Model Portfolio seeks to provide tax-effective income over a long-term investment horizon. The primary focus of the High Yield Model Portfolio is to generate tax effective income, with a secondary focus on capital growth.

Designed for investors who...

>

> _{Seek tax-effective income from exposure to Australian equities;} >

> _{Want an active investment management strategy applied to their Portfolio; and} >

Investment Strategy and Approach

The investment strategy of the High Yield Model Portfolio is to invest in an actively managed portfolio of Australian shares that are believed to be trading at a discount to their perceived value. The portfolio will target stocks expected to generate a high yield, in order to produce a high level of income.

The High Yield Model Portfolio aims to maintain tax efficiency, while monitoring the realised and unrealised tax position on a regular basis. The portfolio invests in securities from the S&P/ASX 200, and typically consists of between 20 and 40 stocks with attractive yield prospects.

Benchmark Index

S&P/ASX All Australian 200 (ex-LPT) Accumulation Index

BTIM Dynamic Model Portfolio

Investment objective

The Dynamic Model Portfolio focuses on absolute returns in a long-term investment horizon. The primary aim of the Dynamic Model Portfolio is on capital growth through investing in a more highly-concentrated portfolio of Australian shares.

Designed for investors who...

>

> Seek a higher absolute return, balanced with an appropriate level of risk from exposure to Australian equities;

>

> _{Have a long-term investment horizon}

Investment Strategy and Approach

The investment strategy of the Dynamic Model Portfolio is to invest in an actively managed, more highly concentrated portfolio of Australian shares that are believed to be trading at a discount to their perceived value. The portfolio will focus exclusively on shares expected to provide a higher absolute level of return over the medium to long-term.

Given the risk profile of the typical investor in the Dynamic Model Portfolio, the turnover of shares will be medium to high, in order to achieve a higher absolute return. The portfolio invests in securities from the S&P/ ASX 200 and typically consists of between 15 and 30 stocks with good long-term value.

Benchmark Index

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BTIM Specialised Model Portfolio

Investment objective

The Specialised Model Portfolio seeks to provide a high level of income over a long-term investment horizon. The primary focus of the Specialised Model Portfolio is to produce a strong income and franking credit yield primarily for tax exempt investors with a secondary focus on capital growth.

Designed for investors who...

>

> _{Are tax exempt and seek income and capital growth from Australian Equities;} >

Investment Strategy and Approach

The investment strategy of the Specialised Model Portfolio is to invest in an actively managed portfolio of Australian shares that are believed to be trading at a discount to their perceived value. In order to generate a higher level of income, the portfolio aims to invest in high yielding stocks.

Given the nature of the typical investor in the Specialised Model Portfolio, the turnover of stocks will be high. The portfolio invests in securities from the S&P/ASX 200, and typically consists of between 20 and 40 stocks with attractive yield prospects.

Benchmark Index

S&P/ASX All Australian 200 (ex-LPT) Accumulation Index

BTIM Australian Listed Property Model Portfolio

Investment objective

The Australian Listed Property Model Portfolio seeks to provide a high level of income over a long-term investment horizon. The primary focus of the Australian Listed Property Model Portfolio is to produce a high level of income and capital growth.

Designed for investors who...

>

> Seek a regular income stream from a diversified portfolio of listed property trusts and property related securities;

>

> _{Seek growth in the long-term.}

Investment Strategy and Approach

The investment strategy of the Australian Listed Property Model Portfolio is to seek opportunities from market inefficiencies by identifying and purchasing property securities and trusts that are underpriced compared to what BTIM considers their fundamental value. Fundamental value is assessed based on the quality of management, the strength of business franchise and underlying real estate valuations.

The Australian Listed Property Model Portfolio prioritises tax efficiency, meaning turnover in the portfolio will be low. The portfolio invests in securities from the S&P/ASX 200 Property Accumulation Index and typically consists of between 8 and 15 stocks with good long-term value.

Benchmark Index

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1. APPOINTMENT

1.1 Manager

The Client appoints the Manager as its agent to invest and manage the Portfolio in accordance with this agreement. In doing so, the Manager will have the powers of a natural person, subject to directions in the Application Form or any instructions of the Client.

1.2 Custodian

The Client authorises the Manager to appoint a Custodian on its behalf to provide custodial services for the Portfolio on terms considered appropriate by the Manager, and to replace the Custodian from time to time.

2. INVESTMENT OBJECTIVES

2.1 Investment restrictions

The Manager must comply with the investment directions (if any) in the Application Form (as varied in writing between the Manager and the Client from time to time). If the Portfolio does not comply with any directions and the Manager rectifies the non-compliance as soon as reasonably practicable after identifying the non-compliance, there is taken to have been no breach of the agreement, and the non-compliance (if remedied, and has not caused material loss to the Client) will not give rise to any right or remedy in the Client. Investment restrictions must be submitted on the Client stock/sector restrictions (Appendix E) section of the Application Form. Further investment restrictions can be placed by requesting a copy of the Client stock/sector restrictions form on our website at www.bt.com.au or by email on privateclients@btfinancialgroup.com .

2.2 Dealing with related parties

The Manager may invest in, deal with, hold assets with or engage the services of the Manager’s related bodies corporate engaged in separate business activities which are entitled to charge fees, brokerage and commissions provided that they are in the ordinary course of business and on arm’s length terms. The Manager may also invest any part of the Portfolio in a fund or trust of which the Manager or a related body corporate is a trustee or manager.

3. INDEMNITY AND EXPENSES

3.1 Indemnity

The Client must indemnify the Manager against any losses, liabilities or expenses, incurred by the Manager as a consequence of the Manager acting under this agreement, except to the extent that the loss, liability or expense is directly caused by the Manager’s negligence, fraud or dishonesty. This obligation continues after termination of this agreement.

3.2 Expenses

The Client must pay all taxes, duties, costs, charges and expenses properly incurred in connection with the investment and management of the Portfolio, the custodial services provided in relation to the Portfolio, or the acquisition, disposal or maintenance of any investment in the Portfolio or in acting under this agreement, which the Manager may deduct or cause to be deducted from the Portfolio.

4. DEPOSITS AND WITHDRAWALS

4.1 Deposits

The Client may advise the Manager of any additional money made available for investment and management under this agreement. The Manager is entitled to regard any amount so notified as being available in cleared funds for investment and management on the day on which the Manager has been notified that the amount is so available, or on the day the Manager receives notice from the Custodian that the amount is so available.

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4.2 Withdrawals

The Client may, by notice to the Manager, withdraw funds from the Portfolio. A notice of withdrawal must state the date on which the funds are required. The Manager will use reasonable endeavours to enable sufficient assets of the Portfolio to be realised to pay the withdrawal on that date or as soon as practicable after it.

5. FEES

5.1 Management fees

The Manager is entitled to the fees specified in the Schedule or as otherwise agreed for its services under this agreement. Unless specified otherwise, the fee accrues daily and is payable at the end of each calendar quarter. Unless otherwise agreed, fees charged by the Manager (or any related body corporate) in any unit trust in which the Portfolio is invested must be deducted from the fees payable to the Manager under this agreement. The Manager may deduct fees from the Portfolio. The fees specified in the Schedule exclude GST, unless otherwise specified.

5.2 GST

If the Manager becomes liable to pay GST on any supply under this agreement, then in addition to the fees payable under this agreement the Manager is entitled to be paid an additional amount equal to the increase in the Manager’s costs on account of GST, unless the supply is already specified to be inclusive of GST.

6. REPORTING

The Manager will provide regular reports to the Client at reasonable intervals and in reasonable detail concerning the Portfolio and transactions in relation to the Portfolio. The Manager will also provide such additional reporting as is agreed.

7. TERM

7.1 Termination

This agreement remains in force until terminated by any party on giving not less than 5 Business Days’ written notice of termination.

7.2 Effect of termination

Termination of this agreement does not affect any right or claim, or any transaction, entered into or accrued before termination. The Manager may deal with the Portfolio for up to 30 Business Days from the effective date of termination in order to vest control of it in the Client (or as the Client otherwise directs) and during that time the Manager:

(a) may enter into transactions to settle or otherwise extinguish or offset obligations incurred by the Manager in relation to the Portfolio before that date;

(b) must, with respect to obligations not capable of settlement before transfer of the Portfolio, create provision for the contingent liability anticipated by the Manager to arise and direct the Custodian to hold sufficient assets of the Portfolio to satisfy that liability;

(c) may instruct the Custodian to deduct from the Portfolio the Manager’s fees, charges and expenses due as of the date on which the transfer of the Portfolio is to be effected;

(d) may pay or cause to be paid to the Client (or as the Client otherwise directs) the net realisable value of any shares listed on an exchange or any interest in a trust or a managed investment scheme promoted by the Manager or the proportion of any asset which is held jointly and is indivisible;

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The Manager is not under any obligation to do anything in connection with the investment or management or safe keeping of the Portfolio after the effective date of termination. The Client must take all necessary steps to facilitate the transfer of the Portfolio from the Manager. The Manager must cause the Custodian to deliver the Portfolio to the Client or its nominee after payment of all fees, expenses and other amounts payable within a reasonable time after termination of this agreement.

8. REPRESENTATIONS, WARRANTIES AND

UNDERTAKINGS

8.1 Client warranties

The Client represents and warrants to the Manager that:

(a) the Client has power to enter into and perform this agreement and all necessary authorisations have been obtained to permit it to do so;

(b) the Client is not aware of any circumstances which would render the execution of the agreement unlawful or unenforceable;

(c) if the Client enters into this agreement as trustee: (i) it is the sole trustee of the relevant trust;

(ii) it has the power and authority to sign the agreement and perform its obligations under the agreement; and

(iii) it has the right to be indemnified out of the trust fund for all obligations it incurs under the agreement.

(d) the Client has formed its own view as to the appropriateness of appointing the Manger under this agreement. The Client acknowledges the Manager is not acting in a fiduciary capacity with respect to the Client; and

(e) the Client acknowledges that investing under this agreement involves the risk of loss, and that the Manager does not guarantee the return of the amount invested or any rate of return; and

(f) the Client is a wholesale client for the purposes of the Corporations Act 2001 (Cth) whereby:

(i) the amount invested by the Client under this agreement is at least $500,000, disregarding any amount loaned by Westpac Banking Corporation or any of its related bodies corporate;

(ii) a certificate has been given by a qualified accountant within the previous 6 months (or any longer period permitted by relevant legislation) that the Client has net assets of at least $2,500,000, or has a gross income for each of the last 2 financial years of at least $250,000 a year; or

(iii) the Client is a professional investor, as defined in Section 9 of the Corporations Act 2001 (Cth).

8.2 Manager warranties

The Manager represents and warrants to the Client that it:

(a) has the power to enter into and perform this agreement; and

(b) holds all licenses necessary to perform its functions under this agreement.

8.3 Client Undertakings

The Client undertakes to the Manager that:

(a) if the Client is a body corporate — the Client is responsible for compliance with its constitution and any law to which it is subject and the Manager has no obligation to ensure such compliance; and

(b) if the Client is a trustee or executor — the Client is responsible for compliance with the trust deed, any instrument of appointment and any law to which it is subject and the Manager has no obligation to ensure such compliance.

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9. EFFECT OF DEATH AND INCAPACITY

9.1 Death or incapacity of Client

If the Client is a natural person and the Client dies or becomes incapacitated, the Client’s personal representative must ratify and confirm all acts of the Manager (excluding such acts that are unauthorised under the terms of this agreement) between the date of death or incapacitation and receipt by the Manager of the notice of death or letter of appointment.

9.2 Survivorship

Where the Client consists of more than one person, the investments held in the Portfolio are held jointly and if one of those persons dies the investments will be deliverable to the survivor(s) only. The Manager will have no liability to any person for delivering the investments to the survivor(s) or in acting on the instructions of the survivor.

10. AUTHORISED REPRESENTATIVES AND NOTICES

10.1 Authorised Representatives

The persons (Authorised Representatives) who are authorised to make any written communication or take action on behalf of the Client are specified the Application Form. The Client may vary their Authorised Representatives by notice in writing.

10.2 Notices

Any notice given under this agreement must be sent to the address or fax number set out in the Application Form or to any other address or fax number that any party may specify to the others. A notice will be taken to have been given:

(a) delivery — when delivered, received or left at that party’s address;

(b) post — two days after posting (if within Australia) or 7 days after posting (if outside Australia);

(c) fax — on production of a transmission report by the machine from which the fax was sent which indicates that the fax was sent in its entirety to the number of the recipient, but if delivery or receipt occurs on a day which is not a Business Day or is later than 4pm (Sydney time) it will be taken to have been given at the start of the next Business Day; or

(d) email — upon receipt of the email but if delivery or receipt occurs on a day which is not a Business Day or later than 4pm (Sydney time) it will be taken to have been given at the start of the next Business Day. The Manager may assume any notice or instruction which purports to be from the Client is valid without further enquiry unless it appears on its face that the communication was not authorised by the Client and the Manager will have no liability for acting on such a notice or instruction. The Manager may (but is not obliged to) seek confirmation of any notice or instruction from the Client or each other and will have no liability for deferring any action until confirmation is received.

11. ANTI-MONEY LAUNDERING

The Manager is bound by laws about the prevention of money laundering and the financing of terrorism, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (“AML/CTF Laws”).

Upon entering into the BT Private Portfolio with the Manager, Client agrees that:

(a) it is not and will not enter into any agreement with the Manager under an assumed name;

(b) any funds used by Client to invest in the BT Private Portfolio have not been derived from or related to any criminal activities;

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(c) any payments received from the Manager will not be used in relation to any criminal activities; (d) if the Manager asks, Client will provide the Manager with additional information reasonably required

(including information about the source of funds used to invest in the BT Private Portfolio); and

(e) the Manager may obtain information about Client or any beneficial owner of an interest in the BT Private Portfolio from third parties if the Manager believes this is necessary to comply.

In order to comply with AML/CTF Laws the Manager may be required to take action, including:

(f) delaying or refusing the processing of any transaction; or

(g) disclosing information that it holds about Client to its related bodies corporate or service providers, or relevant regulators of AML/CTF Laws (whether in or outside of Australia).

12. FURTHER ASSURANCES

The Client agrees to enter into and perform any instrument or agreement necessary to give effect to this agreement. The Client authorises the Manager on its behalf to enter into any master trading, clearing or other agreement considered desirable by the Manager and authorises the Manager to act under those agreements as necessary in the ordinary course of investment management.

13. CONFIDENTIALITY

The Manager will not disclose any information concerning the Client or the Portfolio to any person except:

(a) as required by law, any exchange, Securities System or self-regulatory organisation; (b) as required under the terms of any investment;

(c) for the purposes of legal proceedings; (d) the Client’s financial or professional adviser;

(e) the Manager’s professional advisers and agents, employees and service providers; or (f) to a related body corporate of the Manager.

14. ASSIGNMENT AND WAIVER

Neither party may assign its rights under this agreement except:

(a) with the consent of the other; and

(b) in the case of the Manager, an assignment to a related body corporate, and the Client consents to the related body corporate assuming the rights and obligations of the Manager.

No failure to exercise or any delay in exercising any right, power of remedy under this agreement shall operate as a waiver. No single or partial exercise of any right, power or remedy precludes any other or further exercise of that right or any other right, power or remedy.

15. GOVERNING LAW

This agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

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16. DEFINITIONS

In this agreement:

Application Form means the application form for the Private Portfolio Service completed in relation to the Client.

Business Day means a day on which banks are open for business in Sydney excluding Saturdays, Sundays, Public Holidays and Bank Holidays.

Custodian means a provider of custody or portfolio administration services or both in connection with the Portfolio.

GST means any goods and services tax, consumption tax, value-added tax or any similar impost or duty which is or may be levied or becomes payable in connection with the supply of goods or services.

Portfolio means all assets which the Client allocates to be invested and managed by the Manager under this agreement and all income, accretions and replacement investments, and all liabilities or obligations incurred in connection with any of those assets.

Securities System means any association, exchange, clearing house or agency which acts as a securities depository or another system for the central handling of securities.

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Schedule

1. FEES

Manager

Total

Management Fee (excluding GST)

First $1,000,000 1.26% pa $1,000,000–$2,000,000 1.09% pa $2,000,000–$3,000,000 0.96% pa Thereafter 0.59% pa Minimum Fee $12,600 pa >

> _{Management fees apply on total funds under management, irrespective of where the funds are invested.} >

> Any funds invested in a BT Financial Group fund with internal management fees have the internal management fees rebated and disclosed on reports.

>

> _{Fees are calculated on daily portfolio values and charged quarterly in arrears.} >

> _{The minimum initial contribution is $1,000,000 unless otherwise agreed with the Manager.} >

> _{All fees are quoted exclusive of GST.}

Custodian Fees

Custodian fees are to be paid by the Manager from its management fees.

Brokerage Fees

Brokerage fees are charged at wholesale/institutional rates, between 0.11% and 0.25% of the value of the trade, and are generally accounted for as a capital cost (forming part of the cost base of the asset), not as an expense.

2. CONTACT DETAILS — MANAGER

Address Level 5, 275 Kent Street, Sydney NSW 2000

Telephone 1800 222 790

Email privateclients@btfinancialgroup.com

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Executed as an agreement

SIGNED on behalf of

Manager

WESTPAC RE LIMITED

by its attorney, who by signing below affirms he or she is duly appointed, and is acting in accordance with (and has no notice of the revocation of) the power of attorney authorising execution in this manner.

Attorney:

Print name:

Date:

Client

INDIVIDUAL(S)

Signature: Signature of additional Client (if any):

Print name: Print name:

Witness: Witness:

Date: Date: COMPANY Signature of: > > Director >

> _{Sole Director and Company Secretary}

> > Director

>

> _{Company Secretary}

Date: Date:

Witness: Witness:

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BTF12135-0711ms Page 1 of 40

BT Private Portfolio

Application Form

For Self Directed Clients

Please return your completed Application Form to:

BT Managed Accounts, Level 5, 275 Kent Street Sydney NSW 2000.

ComPlete thiS Form uSing blACk Pen — Print in CleAr CAPitAl letterS

Westpac RE Limited ABN 80 000 742 478, AFSL 233717 is the Manager of BT Private Portfolio and is referred to as ‘we’, ‘our’ ‘us’ or the ‘manager’ in this Application Form.

Applications cannot be accepted for individuals under age 18. If the Application Form is incomplete, your investment requests may not be made. If you require help completing this form, please call the Client Service Team on 1800 222 790.

You can submit this form by:

mail BT Managed Accounts, Level 5, 275 Kent Street, Sydney NSW 2000

fax (02) 9274 5902

or in person at any Westpac Branch Westpac branch stamp

Please tick your type of investor:

Individual/Joint/Sole Trader, please complete Section 1, then proceed to section 5

Company, please complete Section 2, then proceed to section 5

Trust/Superannuation Fund, please complete Section 3, then proceed to section 5

Association/Club/Registered Charity, please complete Section 4, then proceed to section 5

Individual Trustee, please complete Section 1 and Section 3, then proceed to section 5

Corporate Trustee, please complete Section 2 and Section 3, then proceed to section 5

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BTF12135-0711ms Page 2 of 40

>

1. Your deTAils — individuAl / joinT / sole TrAder

PArt A. APPliCAnt 1 DetAilS

Title: Mr Mrs Miss Ms Other:

Surname: Given name(s):

Date of birth (dd/mm/yy): / / Occupation: Residential address (PO Box not acceptable):

State: Postcode:

Country, if not Australia:

Mailing Address (if different to Residential Address):

State: Postcode:

Phone: ( ) Fax: ( )

Email: Tax file number (TFN)*:

Alternatively, check this box if you are a non-resident of Australia for tax purposes

* Where you do not supply your TFN or a valid exemption, tax will be withheld from any income earned on the investment and remitted to the Australian Tax Office. We reserve the right to reject the application if a TFN or Exemption Number is not provided. Declining to quote a TFN is not an offence.

Australian Business Number (ABN):

If you do not yet have an ABN but will be getting one in the future, please provide it to us once you receive it.

PArt b. Sole trADer

Are you a Sole Trader? Yes — Please complete Part B

No — Move on to Part C Full business/trading name (if any):

Principal place of business address (if any) (PO Box not acceptable):

Same as Residential address Same as Mailing address Other, please specify below:

State: Postcode:

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BTF12135-0711ms Page 3 of 40

PArt C. APPliCAnt 1 CuStomer iDentiFiCAtion

Are you an existing Westpac customer?

YES — complete one of the following forms of identification located below

NO — each Applicant will need to complete a ‘Certified Copy Certificate’ (Appendix C) located at the end of this Application Form, attaching copies of your identification documents. If you are a sole trader please complete an organisational ‘Certified Copy Certificate’ (Appendix D) instead. This reflects our obligations under the Anti Money Laundering/ Counter- Terrorism Financing Act 2006, to identify customers before we provide a service. We reserve the right to decline applications where information sought in this form is not provided to our satisfaction or further information is not provided when requested. Please contact your Westpac representative if you have any questions.

note: Only one of the following forms of identification is required Westpac BSB and Account Number

BSB number: Account number:

or Westpac Customer Number:

or CIS key:

PArt D. Joint APPliCAtion

Is this a Joint Application? Yes — Please complete the remainder of Section 1 No — Move on to Section 5

May applicants act on their own? Yes — each applicant may act on their own No — applicants may only act jointly

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BTF12135-0711ms Page 4 of 40

PArt e. APPliCAnt 2 DetAilS

Date of birth (dd/mm/yy): / / Occupation: Residential address (PO Box not acceptable):

State: Postcode:

Mailing Address (if different to Residential Address):

State: Postcode:

Phone: ( ) Fax: ( )

Email: Tax File Number (TFN)*:

Alternatively, please tick here if you are a non-resident of Australia for tax purposes. Australian Business Number (ABN):

PArt F. APPliCAnt 2 CuStomer iDentiFiCAtion

Are you an existing Westpac customer?

NO — each Applicant will need to complete a ‘Certified Copy Certificate’ (Appendix C) located at the end of this Application Form, attaching copies of your identification documents. This reflects our obligations under the Anti Money Laundering/ Counter-Terrorism Financing Act 2006, to identify customers before we provide a service. We reserve the right to decline applications where information sought in this form is not provided to our satisfaction or further information is not provided when requested. Please contact your Westpac representative if you have any questions.

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2. Your deTAils — CoMPAnY

PArt A. ComPAnY DetAilS

Company name (as registered by ASIC): Business name (if any or different to above): Nature of business:

Australian Company Number (ACN):

Tax File Number (TFN)*:

Place of registration (eg State or Territory):

Date of registration (dd/mm/yy): / / Registered office address (PO Box not acceptable):

State: Postcode:

Principal place of business address (if different to registered office address):

State: Postcode:

Country, if not Australia: Mailing name (eg The secretary):

Phone: ( ) Fax: ( )

Email:

PArt b. ComPAnY regulAtion

Is the company regulated?

(ie licensed and subject to regulatory oversight by a statutory Commonwealth state or territory regulator)

Yes — Please complete Part B No — Move on to Part C Name of regulator:

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PArt C. ComPAnY tYPe

Is the company Public or Proprietary?

Proprietary — Please complete Part C, then move on to Part D

Public — Move on to Part D Full name of each director:

Are there any shareholders with more than a 25% shareholding of the company?

Yes — Please provide the name and residential address of each of these individuals in the space below No — Move on to Part D

Shareholder 1

Residential address (PO Box not acceptable):

State: Postcode:

Shareholder 2

State: Postcode:

Shareholder 3

State: Postcode:

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PArt D. ComPAnY liSting

Is the company an Australian listed company? Yes — Please complete Part D No — Move on to Part E If YeS, what market or exchange is the company listed on:

Is the company a majority owned subsidiary of an Australian listed company?

Yes — Please continue to complete Part D No — Move on to Part E

If YeS, what is that listed company’s name:

And, what market or exchange is that company listed on:

PArt e. CuStomer iDentiFiCAtion

Is the Company an existing Westpac customer?

NO — complete an organisational ‘Certified Copy Certificate’ (Appendix D) located at the end of this Application Form, attaching copies of your identification documents. This reflects our obligations under the Anti Money Laundering/ Counter- Terrorism Financing Act 2006, to identify customers before we provide a service. We reserve the right to decline applications where information sought in this form is not provided to our satisfaction or further information is not provided when requested. Please contact your Westpac representative if you have any questions.

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3. Your deTAils — TrusT / suPerAnnuATion Fund

PArt A. truSt/FunD DetAilS

Full trust/fund name (eg ABC Pty Ltd as trustee for the ABC Unit Trust):

Full business name (if any) of the trustee / custodian / nominee / responsible entity in respect of the trust / fund:

Nature of business:

Trust/fund Australian Business Number (ABN):

If the trust/fund does not have an ABN but will be getting one in the future, please provide it to us once you receive it.

Country of establishment: State or Territory of establishment: Registered address of the trust/fund (if any) (PO Box not acceptable):

State: Postcode:

Principal place of business (if different to registered address):

State: Postcode:

Phone: ( ) Fax: ( )

Email:

Is the trust a standard trust? Yes — Please complete Part B, then Part D No — Please complete Part C, then Part D

A standard trust occurs whereby a fund or property is held or administered (by a trustee) for the benefit of others (beneficiaries), and includes testamentary trusts, unit trusts and discretionary trusts (including family trusts). A standard trust does not include superannuation funds or registered managed investment schemes.

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PArt b. StAnDArD truSt

What is the trust type? Unit Testamentary Discretionary (including Family Trust) Other, please specify below:

Do the terms of the trust identify beneficiaries by reference to membership of a class?

Yes No If YeS, please provide details of the class

(eg unit holders, family members, charitable purpose): If no, please provide the full name of each beneficiary:

PArt C. truSt other thAn StAnDArD truSt / SuPerAnnuAtion FunD

Are you applying on behalf of a superannuation fund? Yes No

If YeS, what phase is the fund in? Accumulation phase Pension phase Is the trust/fund regulated?

(ie registered and subject to regulatory oversight of a

Commonwealth statutory regulator in relation to its activities as a trust/fund)

Yes No If YeS, what is the name of the regulator:

And, what are the Licence details/Registration number (eg licence number):

Is the trust/fund a government superannuation fund? (Ie a Super fund for government employees established by legislation)

Yes No

If YeS, what is the name of the legislation establishing the fund? Superannuation Industry (Supervision) Act 1993 Other, please specify:

Are you applying on behalf of a registered managed investment scheme?

Yes No If YeS, what is the Australian Registered Scheme Number

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PArt D. inDiviDuAl / CorPorAte truStee

Are you an Individual or Corporate trustee?

Individual — Please complete Part E and ensure you have completed Section 1 (Your Details — Individual/Joint/Sole Trader)

Corporate — Please complete Part E and ensure you have completed Section 2 (Your Details — Company)

PArt e. CuStomer iDentiFiCAtion

Is the trust/fund an existing Westpac customer?

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4. Your deTAils — AssoCiATion / CluB / reGisTered CHAriTY

PArt A. ASSoCiAtion / orgAniSAtion DetAilS

Full association/organisation name:

Full registered business name (if any or different to above): Nature of business:

Place of registration (state/territory): _{Date of registration (dd/mm/yy):} _/ _/ Is organisation run for Profit or Non-profit? _Profit _Non-Profit

Is the organisation a registered charity? _Yes _No Full name of Chairman/President or equivalent officer:

Full name of Secretary or equivalent officer: Full name of Treasurer or equivalent officer:

If the association/organisation does not yet have an ABN but will be getting one in the future, please provide it to us once you receive it.

Registered office address (PO Box not acceptable):

State: Postcode:

Full address of the association’s principal place of administration (if different to registered address):

State: Postcode:

Phone: ( ) Fax: ( )

Email:

The Association/Organisation is: Unincorporated — Please complete Part B, then Part D Incorporated — Please complete Part C, then Part D

An incorporated association is a group of persons who have agreed to join together in pursuit of one or more common objective, which is incorporated in accordance with Australian State or Territory legislation or an overseas body

An unincorporated association is a group of persons who have agreed to join together in pursuit of one or more common objective, which is not incorporated

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PArt b. uninCorPorAteD ASSoCiAtion

Please provide the following details for one member of the Unincorporated Association

Date of birth (dd/mm/yy): / / Residential address (PO Box not acceptable):

State: Postcode:

member iDentiFiCAtion

Is the member an existing Westpac customer?

Yes - complete one of the forms of identification, located below

No - the member will need to complete a ‘Certified Copy Certificate’ (Appendix C) located at the end of this Application Form, attaching copies of their identification documents. This reflects our obligations under the Anti Money Laundering/ Counter- Terrorism Financing Act 2006, to identify customers before we provide a service. We reserve the right to decline applications where information sought in this form is not provided to our satisfaction or further information is not provided when requested. Please contact your Westpac representative if you have any questions.

Note:Only one of the following forms of identification is required

Westpac BSB and Account Number

or CIS key:

PArt C. inCorPorAteD ASSoCiAtion

Identification number issued upon incorporation: State, territory or foreign country of incorporation: Date of Incorporation (dd/mm/yy): / /

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PArt D. CuStomer iDentiFiCAtion

Is the Association/Organisation an existing Westpac customer?

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5. Your invesTMenT

Please indicate the desired allocation of your portfolio. Please note that it may not be possible to achieve the exact allocation that you request. You acknowledge that Westpac RE Limited may adjust the allocations by up to 10% at its sole discretion.

Asset Class model / managed Fund / Sector % Allocation

Australian Equities

Please select only one strategy from the direct equity models

Core Strategy Dynamic Strategy High Yield Strategy Specialised Stategy

BT Wholesale Focus Australian Share Fund BT Wholesale Smaller Companies Fund

total Australian equities Allocation % Australian Real Estate Australian Listed Property Strategy

total Australian real estate Allocation % Australian Fixed Interest Westpac Australian Bond Fund

BT Institutional Enhanced Fixed Interest Fund BT Wholesale Enhanced Credit Fund

total Australian Fixed interest Allocation % International Equities BT Wholesale Asian Share Fund

BT Wholesale Japanese Share Fund

BT Wholesale Core Global Share Fund (Active) Westpac International Share Fund (Passive-Unhedged) BT Wholesale Core Hedged Global Share Fund (Active) BT Institutional International Sustainability Share Fund BT Wholesale European Share Fund

BT Wholesale American Share Fund BT Diversified Global Equity Fund (MFS)

total international equities Allocation % International Real Estate BT Wholesale Global Property Securities Fund

total international real estate Allocation % International Fixed Interest BT Wholesale Global Fixed Interest Fund

BT Institutional Enhanced Global Fixed Interest Fund

total international Fixed interest Allocation %

Alternative Assets BT Global Macro Fund

total Alternative Assets Allocation %

Liquid Assets BT Wholesale Managed Cash Fund

BT Wholesale Enhanced Cash Fund

total liquid Assets Allocation %

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initiAl / ADDitionAl ContributionS

What is your initial cash deposit? (min $500k, no gearing)

$

If you are transferring in stock, please complete Appendix A.

Approximate value of share transfer if applicable?

$

Please note: The total amount to be invested (including the initial cash deposit and any share transfers) is subject to a minimum of $1 million.

beD DoWn PerioD

Do you require the portfolio to be fully invested immediately (ie. within 30 days)? Yes No If No, how long do you want the bed down period to be?

at Portfolio Managers discretion: or months

FinAnCiAl YeAr enD

Financial year end date if not June 30. Date (dd/mm/yy): / /

WithDrAWAlS

Would you like regular withdrawals from you portfolio? Yes No Please indicate whether:

you would like all income to be withdrawn; or you would like a regular fixed capital remittance; Amount: (only for capital remittance)

$

Date of first withdrawal (dd/mm/yy): / /

Frequency: Monthly Quarterly Biannually Annually

Please note, all withdrawals will be paid into the bank account nominated in Section 6. If you are transferring stock, please complete Appendix A. If you have any stock or sector restrictions, please complete Appendix E.

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6. Your direCT CrediT ArrAnGeMenTs

Please nominate the bank account to be used for withdrawals from your portfolio.

Account name1_:

Name of financial Institution: Branch:

I/We request and authorise Westpac RE Limited, to arrange for any amounts which become payable in respect of this investment to be credited through the Bulk Electronic Funds Transfer system. We understand and acknowledge that my/our financial institution has absolute discretion to decide the order in which it will pay monies under this request, or any other request, authority or mandate, and including the discretion to refuse to honour this request at anytime.

Applicant 1’s / Director’s signature: _{Date (dd/mm/yy):} _/ _/

Applicant’s / Director’s name:

Applicant 2’s / Director’s / Secretary’s signature: _{Date (dd/mm/yy):} _/ _/

Applicant 2’s / Director’s / Secretary’s name:

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7. Your wHolesAle ClienT sTATus

either

is the value of your investment at least AuD$500,000? APPliCAnt’S CertiFiCAte AS to vAlue

I certify that the Total Assets to be Invested shown in Section 5 of this Application Form are equal to or greater than AUD$500,000; and 1. none of the money to be invested is superannuation-sourced money for the purposes of Regulation 7.1.26 of the Corporations

Regulations 2001 (Cth), or is sourced from money lent by the Manager (or any associate of the Manager); or

2. if some portion of the Total Assets to be Invested is superannuation-sourced money and/or sourced from money lent by the Manager (or any associate of the Manager), the balance is equal to or greater than AUD$500,000.

I certify that the above calculations are accurate in all respects.

Applicant 1’s / Director’s name:

Applicant 2’s / Director’s / Company Secretary’s signature: _{Date (dd/mm/yy):} _/ _/

Applicant 2’s / Director’s / Company Secretary’s name:

or is the applicant a Professional investor?

APPliCAnt’S CertiFiCAte AS to ProFeSSionAl inveStor StAtuS

I certify that the Applicant is a “professional investor” under section 9 of the Corporations Act 2001 (Cth), including by virtue its status as: a financial services licensee;

a body regulated by APRA (other than a trustee of a superannuation fund, an approved deposit fund, a pooled superannuation trust or a public sector superannuation scheme);

a trustee of a superannuation fund, an approved deposit fund, a pooled superannuation trust or a public superannuation scheme within the meaning of the Superannuation Industry (Supervision) Act 1993 and the fund, trust or scheme has net assets of at least $10 million;

a listed entity, or a related body corporate of a listed entity; an exempt public authority: or

other (please specify) __________________________________________________________________________________

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or

Does the Applicant have the necessary net worth? inveStment not For buSineSS PurPoSe

I certify that the investment is not to be provided for use in connection with a business.

Applicant 1’s / Director’s signature: _{Date (dd/mm/yy):} _/ _/ Applicant 1’s / Director’s name:

Applicant 2’s / Director’s / Company Secretary’s name:

QuAliFieD ACCountAnt’S CertiFiCAte

I certify that I am a ‘qualified accountant’ within the definition of Section 9 of the Corporations Act 2001 (Cth) and:

1. where the Applicant is an individual or a company, the Applicant is my client and has net assets of at least AUD$2.5 million, or has had a gross income for each of the last two financial years of at least AUD$250,000 a year;

2. where two individuals are joint Applicants, they are each my clients, and they each have net assets of at least AUD$2.5 million, or have each had a gross income for each of the last two financial years of at least AUD$250,000 a year; or

3. where the Applicant is applying in their capacity as trustee of a trust, that trust has net assets of at least AUD$2.5 million, or has had a gross income for each of the last two financial years of at least AUD$250,000 a year.

Accountant’s signature: _{Date (dd/mm/yy):} _/ _/

Accountant’s name:

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8. Your CosT BAse

We reCommenD You ConSult Your tAX ADviSor or ACCountAnt beFore ComPleting thiS SeCtion.

Please note that by submitting this Application Form, you agree that if any of the information in this Section 8 changes, you will notify us as soon as possible, and you agree to pay us on demand for all material losses we may suffer as a result of this representation being or becoming untrue, incorrect or incomplete.

AuStrAliAn reSiDentS entitlement to input tax credits

In order to calculate the capital gains tax cost base of assets purchased on your behalf in the context of Australian Goods and Services Tax, it is necessary for us to know the extent to which you are able to claim input tax credits for various service fees. Please enter the relevant tax percentage of input tax credits you will be eligible for — with 0% meaning you have no entitlement to claim input tax credits and 100% meaning you have full entitlement to claim input tax credits and 75% meaning some entitlement.

Management Fee % Ongoing Advice Fee %

Contribution Fee % Brokerage and / or Futures Commission %

Other (please specify): %

Please note, if you make no selection, 0% will be applied by default.

non-reSiDentS

entitlement to input tax credits

The Goods and Services Tax rate which currently applies is 10%, and persons making taxable supplies will be required to remit GST to the Australian Taxation Office. The supply of investment management services to Australian residents will usually be taxable — this may not be the case for our overseas clients.

To qualify for GST free services, you must:

1. not be an Australian resident for the purposes of the Income Tax Assessment Act 1936 (Cth);

2. not be in Australia at the time the investment management services are being provided; and

3. ensure we do not provide the same investment management services to another individual, entity or trust resident in Australia under your instruction or by your agreement.

Do you satisfy each of these criteria? Yes No

tAX ACCounting methoD

Please select the tax accounting method you would like us to apply to your securities:

Maximise capital losses, or if no capital losses are available, minimise capital gains — please note, if you make no selection, this method will be applied by default;

First In First Out method; or

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9. rePresenTATives wiTH ACCess To online rePorTinG

Representative’s name:

Email address: Phone number: ( )

ACCountAnt (oPtionAl)

Accountant’s name:

Accountant’s email address: Accountant’s phone number: ( )

online rePorting termS oF uSe & PrivACY entitlementS

1. Westpac RE Limited ABN 80 000 742 478 (we, us, the manager) will make access available to a password-protected customised website (Website). The Website will enable you to view portfolio information in relation to the portfolio managed by us for you, including units in any fund managed by us. You may nominate Representatives from time to time. Representatives will have access to www.bt.com.au for the purpose of viewing portfolio information, market information, reports and other information available to you on the Website. You may also notify us in writing or by email that persons are no longer Representatives. Any nomination or notification relating to Representatives must be signed by authorised signatories or (in the case of email) will be taken as valid if purporting to come from an authorised signatory. The initial Representatives are set out above. We will provide each Representative with a user name and password for the Website. You must ensure that Representatives keep these confidential, and comply with the Website’s security procedures. We may vary these terms at any time after giving you notice in writing. We may suspend access or cancel your ability to use the Website at any time without notice.

2. The Website provides general information in respect of your Portfolio, and has been prepared without taking your personal circumstances, needs or objectives into account. You should consider its appropriateness, and seek independent advice as necessary. The Website is not an offer or recommendation of any financial product, and does not constitute an invitation to take up any financial product in any state, country or jurisdiction.

3. The Manager bears no responsibility for any consequence of the use of the Website by any person other than Authorised Persons, Representatives or you. The value of your Portfolio shown on the Website may differ from the actual value, as

information displayed may not include recent transactions which are yet to be processed, and valuations may not reflect the latest information. The information on the Website is given by the Manager in good faith and has been derived from sources which are believed to be reliable and accurate. However the information may not be complete for the purpose you require. It is current at the time of posting, and remains subject to change without notice.

4. We will use our best endeavours to update or correct any errors in the information on the Website of which we become aware. 5. Some links provided on the Website link to external sites. When you use these links, you are leaving the Website and entering a

website provided by another organisation, for which the Manager has no responsibility.

6. You may reproduce information contained on the Website solely for your personal or internal use. The information may not otherwise be reproduced, distributed or transmitted to any person or incorporated in any way into other materials without the Manager’s prior written consent. Unless the Manager gives notice to the contrary, the Manager consents to the inclusion of information derived from the Website in client reports on the condition that its source it duly attributed.

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Privacy

Each Applicant agrees that Westpac RE Limited and any other member of the Westpac Group (each a Party) may exchange with each other any information about an Applicant named in this Application Form including: any information provided by an Applicant in this Application Form; anything about an Applicant’s credit worthiness, credit standing, credit history or credit capacity which may, under the privacy legislation, lawfully be exchanged if an Applicant authorises the exchange; any other personal information an Applicant provides to any of them or which they otherwise lawfully obtain about an Applicant; and transaction details or transaction history arising out of an Applicant’s arrangements with any of the Parties. If any of the Parties engages anyone (Service Provider) to do something on its behalf then each Applicant agrees that the Party and the Service Provider may exchange with each other any information referred to above. Any of the Parties might give any information referred to above to entities other than the Parties and the Service Providers where it is required or allowed by law or where the Applicant has otherwise consented. Each Applicant agrees that any information referred to above can be used by the Parties and any Service Provider to give effect to the provision of an agreement between a Party and an Applicant, or to enable the Parties and any Service Provider to comply with any applicable laws or regulations, and for account administration, planning, product development and research purposes. Each Applicant acknowledges they can access most personal information that the Parties hold about them (sometimes there will be a reason why that is not possible, in which case the Applicant will be told why). Each Applicant acknowledges that if they do not agree to any of the possible exchanges or uses detailed above, this Application may not be accepted by Westpac. You may obtain a copy of our Privacy Policy at www.westpac.com.au .