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x1197-1009bt BT Elect PDS

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									                                                   BT Elect Portfolio
                                                   Product Disclosure Statement
                                                   Issue No. 2 dated 06 January 2010

Issued by Westpac RE Limited ABN 80 000 742 478,
holder of Australian Financial Services Licence
number 233717.
Contents                 4   What is BT Elect?
                         6   Things to consider before investing in BT Elect
                         7   Key benefits of BT Elect
                         8   Understanding the risks
                        10   What investments are available?
                        12   How BT Elect works
                        17   Fees and other costs
                        20   Taxation
                        22   Other important information
                        27   Directory

Investor checklist
          Please take a moment to confirm you have completed each of the steps set out below before submitting
          your application.
              (Review the PDS) Have you read the BT Elect Product Disclosure Statement?
               Review WSAL’s FSG) Are you appointing Westpac Securities Administration Limited (WSAL) as your
              custodian? Have you read WSAL’s Financial Services Guide (FSG) for its custody service? Remember,
              to be able to participate in BT Elect you must appoint a professional custodian to hold your portfolio
              assets. (You may appoint another custodian provided we have arrangements in place to enable us to
              deal with that Custodian and the Custodian is otherwise acceptable to us.)
               Review Westpac Broking’s FSG) Have you read the FSG for Westpac Securities Limited (trading as
              Westpac Broking)? As outlined in the section titled ‘How BT Elect works’ on page 12, we may use
              Westpac Broking to provide broking services for BT Elect.
              Please note that the fees disclosed in the Westpac Broking’s FSG are not indicative of the brokerage
              costs you pay for BT Elect. Because we are an institutional investment manager, we are able to access
              competitive, wholesale rates of brokerage as disclosed in the PDS. See the section titled ‘Fees and
              other costs’ on page 17 of this PDS for more information.
               Complete the Application Form) Have you fully completed the Application Form? Ensuring you
              provide all the necessary information will assist in a smooth application process.
              Please remember to sign and date the Application Form as follows:
                (Section 6) Have you signed Section 6 of the Application Form to establish your direct credit
                (Section 7) Has your Authorised Representative (that is, the person operates your portfolio on your
                 behalf) signed Section 7 of the Application Form?
                (Section 9) Have you signed Section 9 of the Application Form to acknowledge the limitation of the
                 auditor’s liability?
                (Section 10) Have you signed Section 10 of the Application Form to appoint a custodian?
                (Section 12) Have you signed Section 12 of the Application Form to provide the necessary
                 acknowledgments and agreement?
              Some clients will also need to complete one or more Appendices to the Application Form:
               (Applicants holding securities) Will you be transferring any securities into your BT Elect Portfolio? If
                so, have you completed and signed Appendix A to the Application Form?
               (Applicants who are margin lending clients) Will you be using borrowed funds from BT Margin
                Lending for your investment in BT Elect? If so, have you completed and signed Appendix B to the
                Application Form?
               (Applicants who are new Westpac or BT clients) Are you a new Westpac or BT client? If so, have
                you completed and signed Appendix C to the Application Form, and provided certified copies of
                your identification documents?
              Keep the PDS, WSAL’s FSG and Westpac Broking’s FSG in a safe place for future reference.
Important information about this Product Disclosure Statement (PDS)
              Westpac RE Limited (ABN 80 000 742 478, AFSL 233717) (Responsible Entity) is the responsible entity
              of, and issuer of the interests offered under this PDS in, BT Elect Portfolio (ARSN 122 516 269) (BT Elect,
              Scheme) which is a managed investment scheme registered with the Australian Securities and Investments
              Commission (ASIC). This PDS relates to an offer of interests in BT Elect. The Responsible Entity has
              prepared and issued this PDS.
              The information contained in this PDS has been prepared without taking account of your individual
              objectives, financial situation or needs. Because of this you should, before acting on this information,
              consider its appropriateness having regard to your objectives, financial situation and needs. You should read
              this PDS in full before deciding to invest, and speak to a financial adviser for advice. If you have not received
              this PDS in its entirety please contact us. Our contact details are set out in the Directory on page 27.
              Certain information in this PDS is subject to change. We may update information which is not materially
              adverse to you on our website www.bt.com.au. This information may also be obtained from your financial
              adviser; or by calling us on 1800 222 790. A paper copy of the updated information will be provided free of
              charge on request.

Investments are not deposits with or liabilities of Westpac Group companies
              The Responsible Entity, Westpac RE Limited (ABN 80 000 742 478, AFSL No. 233717) (WBCRE), Westpac
              Securities Administration Limited (ABN 77 000 049 472, AFSL 233731) (WSAL) and Westpac Securities
              Limited (ABN 39 087 924 221, AFSL 233723) trading as ‘Westpac Broking’ (Westpac Broking), each of
              which is referred to in this PDS, are related bodies corporate of Westpac Banking Corporation
              ABN 33 007 457 141 (Westpac Banking Corporation).
              An investment in BT Elect is not a deposit with, or any other liability of, Westpac Banking Corporation or
              any of its related entities (Westpac Group). It is subject to investment risk, including possible delays in
              repayment or loss of income and principal invested. None of Westpac Banking Corporation or any of its
              related entities stands behind or otherwise guarantees the capital value or investment performance of BT
              Elect or any Portfolio. (See the section titled ‘What is BT Elect’ on page 4 for the meaning of Portfolio).

              Each of the Responsible Entity, WBCRE, WSAL and Westpac Broking has consented to the statements in
              this PDS which refer to it and has not withdrawn that consent before the date of this PDS. WSAL accepts
              responsibility for the accuracy of the statements in this PDS concerning its provision of custody services in
              the form and context in which those statements appear. None of BTIM, WSAL and Westpac Broking are in
              any other respect responsible for the content of this PDS and disclaim any such responsibility to the
              maximum extent permitted by law.

              The offer made in this PDS is available only to Australian residents receiving this PDS within Australia. Other
              than as permitted by law, interests in BT Elect will only be issued on receipt of an Application Form issued
              with this PDS. Applications from outside Australia will not be accepted.

An important note about investments
              A reference in this PDS to a Model Portfolio investing in a specific asset or asset class includes all types of
              investment which give exposure to that asset and the related asset class and through any type of investment
              which would ordinarily be understood in financial markets to be included in that class. ‘Australian shares’ also
              includes any shares, units or other securities listed on an Australian exchange or issued or guaranteed by an
              Australian entity. A statement that a Model Portfolio invests in a particular class of asset does not preclude
              investment in other types of assets where we consider it appropriate to do so in the interests of investors.
              (See the section titled ‘What is BT Elect’ on page 4 for the meaning of Model Portfolio).
    What is BT Elect?

           BT Elect is a portfolio management product giving you as an investor direct access to our investment
           management capability, with the potential tax advantages of owning individual securities. It’s a service that
           helps bring you, your adviser and our investment professionals together to maximise the efficiency and
           effectiveness of your investments.
           BT Elect is a registered managed investment scheme in which each investor has a separate portfolio
           (referred to as your ‘Portfolio’) to which their investments are allocated. You can track your investments
           online and receive the benefits of all capital gains/losses, income and franking credits.
           This fulfils the desire for transparency and ownership of direct shares sought by many investors. You
           appoint us to act as your agent to invest and manage your Portfolio in accordance with a range of
           professionally constructed investment strategies (referred to as ‘Model Portfolios’).
           BT Elect offers a choice of one of four distinct Australian share Model Portfolios and one Australian listed
           property securities Model Portfolio. See the section titled ‘What investments are available’ on page 10 for
           more information.
           As an investor you are required to appoint an Authorised Representative (generally your financial adviser) to
           instruct us on your behalf. With the help of your financial adviser, you can choose one Australian share
           Model Portfolio, one Australian listed property securities Model Portfolio or a combination of the two to
           create your own individualised Portfolio. To allow us to implement your chosen investment strategy you
           must also appoint a custodian to hold your assets and authorise that custodian to act on our instructions.
           Once you have instructed us on the Model Portfolio that best suits your investment needs, we will instruct
           your custodian to settle the investments that we have purchased on your behalf to be included in your
           Portfolio so it reflects the Model Portfolio (or blend of Model Portfolios) you have selected.
           Subject to certain conditions being met, you can transfer securities you already hold directly into your
           Portfolio. The securities you transfer may be incorporated into your Portfolio (and actively managed along
           with other securities in your Portfolio) or they can be preserved in your Portfolio until you tell us to sell them
           or transfer them back to you. If you wish to manage any securities in this way, you have the option of
           requesting a minimum preserved holding level. See the section titled ‘Key benefits of BT Elect’ on page 7
           for more information.
           A significant feature of BT Elect is that you will be the beneficial owner of the securities in your Portfolio
           which will be held for you by the Custodian. BT Elect has been designed to operate in conjunction with
           your Authorised Representative. Your Authorised Representative looks after your specific investment needs
           and is your primary contact point for BT Elect, together with our website at www.bt.com.au.
           We have appointed BTIM to provide certain investment advisory and research services. In particular, BTIM
           provides recommendations as to the investment strategies for the Model Portfolios. We construct the Model
           Portfolios having regard to these recommendations. However we may, if we consider it appropriate, adopt
           different Model Portfolio compositions from time to time to those recommended by BTIM. Securities may be
           bought to be included or released from your Portfolio as the composition of the Model Portfolios change.

What is BT Elect (continued)

        Important terms used in this PDS
        In this PDS:
     >            Representative’ means a person (typically a financial adviser) appointed by a member of the
        Scheme to operate their Portfolio on their behalf;
     >              means Westpac RE Limited (ABN 17 126 390 627, AFSL No. 316455);
     >           Day’ means a day other than a Saturday or Sunday on which banks are open for general
        banking business in Sydney;
     >                  means the constitution of BT Elect which governs the operation of the Scheme;
     >                means the entity appointed by a member to hold securities in their Portfolio on their behalf;
     >          Portfolio’ means each of the model portfolios described in the section titled ‘What investments are
        available’ on page 10;
     >              means investments held for you by your custodian through BT Elect;
     >                  Entity’ means Westpac RE Limited (ABN 80 000 742 478, AFSL 233717);
     >          ‘BT Elect’ means the registered managed investment scheme known as BT Elect Portfolio
        ARSN 122 516 269;
     >                means Australian listed shares and Australian listed property securities;
     >               Costs’ means the costs relating to the buying and selling of securities in your Portfolio. Refer
        to the ‘Fees and Costs’ section on page 17 for more details;
     >        ‘our’, ‘us’ means the Responsible Entity of BT Elect;
     >              Banking Corporation’ means Westpac Banking Corporation (ABN 33 007 457 141, AFSL
     >              Broking’ means Westpac Securities Limited (ABN 39 087 924 221, AFSL 233723);
     >              Group’ means Westpac Banking Corporation and its related entities; and
     >          means Westpac Securities Administration Limited (ABN 77 000 049 472, AFSL 233731).
     >   this PDS, all references to time are to Sydney time and all references to ‘dollars’ or ‘$’ are to Australian

    Things to consider before investing in BT Elect

              This PDS has been designed to explain how BT Elect works and how you can benefit from it. It contains
              important information that you should read carefully and we recommend you discuss with a financial adviser.
              BT Elect allows you to select from a range of Model Portfolios. However, not all the Model Portfolios may be
              suitable for your particular investment objectives, financial situation or needs. Before investing, it is wise to
              spend some time developing a personal plan that suits your objectives, financial situation and needs. A
              licensed financial adviser can help you work out your attitude to risk and develop an investment strategy,
              tailor made for you. We recommend you speak to a financial adviser before making any investment decisions.
              Generally we will not accept an application from an investor who has not consulted a financial adviser.

    About WBCRE, the Responsible Entity
              The Responsible Entity is a wholly owned subsidiary of Westpac Banking Corporation, and a member of the
              Westpac Group. The Westpac Group has been helping Australians create and manage wealth since 1817.
              The Westpac Group provides a diverse range of investment choices, including funds managed by the
              Westpac Group’s own teams and through alliances with global investment managers. Further information
              about Westpac Banking Corporation and the Westpac Group is available at www.westpac.com.au.

    About BTIM
              The Responsible Entity has appointed BTIM to provide investment advisory and research services, including
              the recommendations which guide our construction of the Model Portfolios. BTIM is majority owned by
              companies in the Westpac Group and its parent company, BT Investment Management Limited, is listed on
              the Australian Stock Exchange. Further information about BTIM can be found at www.btim.com.au.

    Asset classes explained
              BT Elect provides you with access to Australian shares and Australian listed property securities. The key
              benefits and risks associated with holding those types of assets are summarised in the following table.
                 Asset Class                                                      Benefits and risks
                 Shares represent a part ownership in the capital of a            Despite recent market activity, shares have traditionally
                 company and are also known as equity. Investors are              delivered some of the strongest returns of the major asset
                 entitled to participate in the future of that company, which     classes over the longer term. However, they are the most
                 may include the receipt of income (dividends), as well as        volatile as their value can be impacted by the expectation
                 the potential for capital gains if the share price rises.        of their earnings and profits, industry trends and general
                 The Australian Share Model Portfolios invest primarily in        market sentiment.
                 S&P ASX 200 listed shares.*
                 Property includes residential, commercial and industrial         Despite recent market activity, property related
                 property. Investments in property can be made directly or        investments are historically less volatile than shares but
                 indirectly via property trusts or by buying shares in            provide the potential for higher returns than fixed interest
                 property companies which may be listed on the exchange.          securities and cash. However, they are also subject to
                 Property trusts and companies can invest in shopping             market sentiment and are influenced by general economic
                 centres, office towers, hotels and factories or into unlisted    conditions and events that affect the overall share market,
                 property investment vehicles such as private equity              relevant industries and property markets (such as
                 vehicles, mortgage securities and mortgage trusts.               declining property values, low tenancy demand, changes
                 Property can produce a return in the form of capital             in interest rates, illiquidity and debt funding scarcity).
                 growth (from the rising value of the investment) and
                 income (typically rent).
                 The Australian Listed Property Model Portfolio invests
                 primarily in S&P ASX 200 listed property trusts and other
                 listed property related entities.
            * ‘Australian shares’ also includes any shares, units or other securities listed on an Australian exchange or issued or guaranteed by an
               Australian entity. We may invest in other types of assets where we consider it appropriate to do so in the interests of investors.

Key benefits of BT Elect

        The significant benefits of investing in BT Elect include:
     >           investment research
        We structure Model Portfolios based on research provided by BTIM’s team of investment analysts and
     >              ownership
        You retain beneficial ownership of the underlying securities. With beneficial ownership comes transparency
        of the underlying securities and potential tax advantages.
     >                  managed portfolios
        Investors have access to a professional investment manager and wholesale rates of brokerage not generally
        available to individuals.
     >        securities into or out of your Portfolio regularly
        You may contribute and withdraw in cash or securities. Transferring securities in or out of your Portfolio
        does not result in a realisation for capital gains tax purposes unless you cease to be the beneficial owner of
        a security.
     >              holdings
        You are able to request for some or all of the securities you have transferred across to be preserved in your
        Portfolio at a chosen level. When your Portfolio is re-balanced with your chosen Model Portfolio selection,
        we will ensure that the nominated security is held at the requested level.
     >          to change Model Portfolios
        Once we receive your request to change Model Portfolios, we will devise your new Portfolio based on the
        Model weightings and securities comprised in your new selected Model Portfolio. Some securities may
        need to be sold down from your Portfolio to create the new combination.
     >          capital gains inheritance
        Unlike traditional managed funds, you will not inherit capital gains built up from other investors’ earlier
        investments and will not participate in realised gains when other investors withdraw from BT Elect. Your tax
        position is only affected by the activity within your own Portfolio.
     >          to choose tax accounting methods
        BT Elect offers you a choice of tax accounting methods. These are:
       1_ maximise capital losses or if no capital losses are available minimise capital gains
       2_ First In First Out method
       3_ maximise capital gains or if no capital gains are available minimise your capital losses.
        Refer to the ‘Taxation’ section on page 20 for an overview of taxation implications in relation to BT Elect.
     >       securities in your Portfolio online at any time
        You can log in to the BT website (at www.bt.com.au) at any time to view the individual securities that make
        up your Portfolio. You should note, however that in some circumstances (eg. when trading is being
        conducted in respect of your Portfolio) your exact security holding may not be available for the period of
        trading or longer at our discretion.

    Understanding the risks

    Asset risks
                  Each class of asset has a different risk profile and therefore an investment in a particular asset class may or
                  may not be appropriate for your individual circumstances. An overview of the main risks of the assets
                  comprised in the Model Portfolios is set out in the section titled ‘Things to consider before investing in BT Elect’
                  on page 6. You should consult a financial adviser in determining the asset classes in which you will invest.
    Investment risks
                  There will always be the risk of fluctuations in the value of an investment. Investment risk can be managed
                  and even minimised but it cannot be completely eliminated. It is important to understand that not all risks
                  are foreseeable. There is always the chance that you may lose money on any investment you make. Some
                  common types of investment risks are outlined in the table below:
                  Type of risk               Explained
                  Regulatory risk            Government or regulatory bodies may introduce new regulations or tax changes that may
                                             affect the value of securities within your Portfolio, either directly or indirectly.
                  Market risk                Markets are subject to a host of factors, including economic conditions, government
                                             regulations, market sentiment, local and international political events and environmental
                                             and technological issues. Market risk may have different impacts on each investment and
                                             investment style. It may mean that the value of your investment falls or that your
                                             investments cannot be readily sold.
                  Security specific risk     An investment in a company may be affected by unexpected changes in that company’s
                                             operations (such as changes in management or loss of a big customer) and business
                  Concentrated portfolio     The Concentrated Model Portfolio’s investment strategy of seeking to generate high returns
                  risk                       by investing in a concentrated portfolio of Australian shares makes the portfolio more
                                             volatile than a conventional Australian share portfolio. This means there is a greater risk of
                                             negative returns, particularly over the short to medium term.
                  Interest rate risk         Changes in interest rates may have a direct or indirect impact on the investment value and/
                                             or returns of all types of assets. Interest rates may directly or indirectly affect a company’s
                                             cost of borrowings (and therefore its overall financial position) as well as the value of fixed
                                             interest securities.
                  Scheme risks               These are risks particular to investing in BT Elect. We may make changes to BT Elect at
                                             any time, including:
                                             > closing or terminating the Scheme or a member’s interest in the Scheme;
                                             > changing the Model Portfolios’ objectives, investment strategy or asset allocation;   or
                                             > changing the rules that govern the Scheme (eg changing fees, notice periods or
                                                  withdrawing features).
                                             In some cases we can do these things without prior notice to investors. See the section
                                             titled ‘Other Important Information’ on page 22 for more details.
                  Counterparty risk          Counterparty risk is the risk of loss due to a counterparty (such as the Custodian) not
                                             honouring a financial commitment.
                  Operational risk           The effective operation of BT Elect depends on the integrity of its administration and the
                                             computer systems which support it. There is a risk that these systems may fail or not be
                                             available in certain circumstances. The Responsible Entity has systems in place which are
                                             designed to mitigate these risks and their consequences.
                  Agency risk                Your investment in BT Elect involves the appointment of an Authorised Representative to
                                             give instructions to us on your behalf. We are not responsible for checking whether the
                                             instructions given by your Authorised Representative are appropriate for you or are
                                             consistent with the instructions that you have given to your Authorised Representative.
                  Margin loan risk           If your investment is funded using margin loans, you should be aware that gearing, while
                                             increasing your potential for returns, can also increase the size of losses. Further, margin
                                             calls may mean that you are required to sell assets at times that are not consistent with
                                             your long term financial strategy.

Understanding the risks (continued)

           You should be aware of these risks when investing and should be aware that not all risks can be foreseen.
           No matter how skilled the investment managers, or how strong the performance of the Model Portfolios is,
           there is always a chance you could receive back less than you invested. The future performance of any
           specific Model Portfolio offered through this PDS is not guaranteed. Investment returns are volatile and past
           performance is not a guide to future performance. You may lose money no matter which Model Portfolio
           you invest in.
Labour, environmental, social and ethical considerations
           We do not take labour standards or environmental, social or ethical considerations into account when
           making investment decisions. However, such issues may financially affect an investment and any such
           financial effect may influence our investment decisions.

     What investments are available?

            BT Elect offers investors access to direct holdings in Australian shares and Australian listed property

            The Model Portfolios for Australian Shares are:         The Model Portfolio for Australian listed property
                                                                    securities is :

                  Core                                                 Australian
                                                                     >             Listed Property
                  Tax Efficient

            In consultation with your financial adviser you can select from one of the four Australian share models to
            suit your investment needs. You can also select the Australian Listed Property Model Portfolio either
            separately or in addition to your Australian shares Model Portfolio. Where you choose more than one Model
            Portfolio, you can ask to allocate particular percentages of investments to an Australian share Model and
            the Australian listed property Model respectively. The Model Portfolios available for investment through BT
            Elect are summarised on the next page. Depending on the Model Portfolio selected, investors can expect
            to hold between 8 and 35 stock selections per Model Portfolio. The maximum allocation to Cash under any
            Model Portfolio will be 10%.

What investments are available? (continued)

        The recommended investment time frame for each Model Portfolio is five years or more.
         Model Portfolio      Core                  Tax Efficient        Concentrated          Specialised     Australian
                                                                                                               Limited Property
         Investment           The portfolio aims    The portfolio aims The portfolio aims The portfolio aims The portfolio aims
         objective            to provide strong     to provide a        to provide a high to provide a         to provide a
                              capital growth        strong return over level of capital    strong long term    strong return
                              over the long         the long term       growth over the    grossed-up return comprised of
                              term. The primary     comprised of        long term by       to tax exempt       capital growth
                              focus of the          capital growth      investing in a     investors who are and income over
                              portfolio is on       and income. The concentrated           able to utilise     the long term.
                              capital growth        primary focus of    portfolio of       franking credits.1
                              with a secondary      the portfolio is on Australian shares.
                              focus on tax          providing tax
                              effective income.     effective returns
                                                    with added
                                                    emphasis on
         Investment           The portfolio is      The portfolio is    The portfolio is   The portfolio is    The portfolio is
         strategy             actively managed2     actively managed2 actively managed2 actively managed2 actively managed2
                              and invests           and invests         and invests        and invests         and invests
                              primarily in          primarily in        primarily in       primarily in        primarily in
                              Australian shares     Australian shares Australian shares Australian shares Australian listed
                              trading at a          trading at a        trading at a       trading at a        property trusts,
                              discount to their     discount to their   discount to their  discount to their   Australian listed
                              perceived value.      perceived value,    perceived value.   perceived value.    property securities
                              Tax efficiency will   which offer above The portfolio will   Our standard        and other properly
                              be a consideration    average dividend take potentially      active share        related
                              in the construction   returns.            higher risk, in    approach of         investments.
                              and share trading     Tax efficiency will exchange for a     rigorous analysis Tax efficiency will
                              activity.             be a consideration potentially higher and portfolio        be a consideration
                              Turnover of shares    in the construction return.            construction is the in the construction
                              will be minimised     and share trading Turnover of shares base to which we and trading
                              while maintaining     activity.           is expected to be then overlay         activity of the
                              the investment        Turnover of shares higher than the     specific post-tax portfolio.
                              objective of the      will be minimised Core and Tax         share processes. Turnover of shares
                              Model.                while maintaining Efficient Models.    The portfolio will  will be minimised
                                                    the investment                         offer higher than   while maintaining
                                                    objective of the                       average yield and the investment
                                                    Model.                                 franking levels,    objective of the
                                                                                           and the turnover Model.
                                                                                           of shares is
                                                                                           expected to be
                                                                                           higher than the
                                                                                           Core and Tax
                                                                                           Efficient Models.
         Usual number of      20-30                 20-30                15-25                 15-30                  8-15
         Benchmark index      S&P/ASX All           S&P/ASX All          S&P/ASX All           S&P/ASX All            S&P/ASX 200
                              Australian 200 (ex    Australian 200 (ex   Australian 200 (ex    Australian 200 (ex     A-REIT
                              LPT)                  LPT)                 LPT)                  LPT)                   Accumulation
                              Accumulation          Accumulation         Accumulation          Accumulation           Index
                              Index                 Index                Index                 Index
         Asset class          Australian shares     Australian shares    Australian shares     Australian shares      Australian listed
         description                                                                                                  property securities

      1_Registered charities that are endorsed    2_‘Active’ management refers to the         3_This is indicative but is not a cap on the   11
        by the Commissioner of Taxation as          management of the Portfolio with the        number of securities that may be
        being income tax-exempt and                 aim of exceeding the average returns        included in the Model Portfolio.
        superannuation funds funding current        of the relevant market.
        pension liabilities.
     How BT Elect works

     How are your investments managed and held?
               By becoming an investor in BT Elect you appoint us as your investment manager and authorise us to
               manage the assets in your Portfolio as your agent. You are also required to appoint a custodian to hold the
               assets in your Portfolio on your behalf. See below for an explanation of the role of the professional
               custodian (Custodian).
               We will make investment decisions in relation to your Portfolio and instruct the Custodian to settle the
               investments we have bought and sold on your behalf, or to pay you cash or transfer securities to you, if you
               make a withdrawal. Dividends and other income received are held in your Portfolio by the Custodian.
               Cash in your account will be invested, usually in an interest bearing account, and earn interest at
               commercial rates.
     Who is the Custodian?
               To be able to participate in BT Elect, assets in your Portfolio must be held by a Custodian. The Custodian
               will hold your investments, maintain records of your holdings and settle the purchases and sales of
               investments in your Portfolio. While you will retain the beneficial ownership of the assets in your Portfolio,
               the Custodian as the holder of those assets will be recognised under law as the legal owner of those assets
               and therefore has all the rights of an investor in relation to those assets. Subject to any preserved holdings,
               we, as your investment manager, will have the sole right to instruct the Custodian as to how the rights
               attached to the assets in your Portfolio are to be exercised (including whether assets are to be purchased
               or sold).
               We have arranged with Westpac Securities Administration Limited ABN 77 000 049 472 AFSL 233731
               (WSAL) for the provision of custody services for use with BT Elect and the Application Form enables you to
               appoint WSAL as your custodian on the terms referred to in the Application Form. WSAL is part of the
               Westpac Group and a related company of the Responsible Entity, but provides an independent custody
               service for investors separately from BT Elect. WSAL may delegate its custody responsibilities to other
               professional custodians where it considers it appropriate.
               The financial services offered by WSAL are set out in its Financial Services Guide (FSG) which you should
               obtain and read before deciding to appoint WSAL. The FSG also outlines important information about
               contacting WSAL, the fees it charges, its dispute resolution process and the benefits and commissions
               WSAL receives. Copies of WSAL’s FSG can be requested by contacting us. Our contact details are set out
               in the Directory on page 27. If you need any help considering whether these financial services are
               appropriate for you we recommend you speak to your financial adviser.
               It is not obligatory that you use WSAL as your Custodian with BT Elect and you may appoint another
               Custodian to hold your assets if you wish, provided we have arrangements in place to enable us to deal
               with that Custodian and the Custodian is otherwise acceptable to us. Please indicate in your Application
               Form whether you wish to appoint another Custodian.
     Who pays custody fees?
               If you appoint WSAL as your Custodian, we will pay all custody fees out of our Management Costs so that
               you are not charged any additional amount for custody services. If you choose to appoint a Custodian
               other than WSAL we will also pay out of our Management Costs custody fees of up to 0.05% pa of your
               Portfolio value. If this amount is insufficient to meet the custody fee being charged by your Custodian you
               will have to make other arrangements for full payment of the balance of the fee.
     Appointing an Authorised Representative
               BT Elect has been designed to operate in conjunction with an Authorised Representative (typically your
               financial adviser). To invest in BT Elect you are required to appoint an Authorised Representative to operate
               your Portfolio on your behalf by providing us with instructions. We will only accept instructions in respect of
               your Portfolio from your Authorised Representative. This includes instructions in relation to:
            >      investment strategy and communicating your preferences concerning features of BT Elect (such as the
               preserved holding facility);

How BT Elect works (continued)

        >            your requests to make additional contributions into or withdrawals from your Portfolio, or to
           switch Model Portfolios (except where you are submitting your withdrawal request online, which you can
           do); and
        >            copies of documentation that we are required to provide to you in relation to your Portfolio.
           The terms and conditions upon which you appoint your Authorised Representative are set out in the
           Application Form. The arrangement with your Authorised Representative will continue until we receive
           written notice from you that you have revoked the authority given to your Authorised Representative.
           You are responsible to us for the actions of your Authorised Representative, including all instructions given
           to us by your Authorised Representative, with respect to your Portfolio as set out in the Application Form.
           This is the case even if your Authorised Representative has not complied with instructions given by you.
           You are also responsible for paying all fees charged by your Authorised Representative in acting on your
           behalf, although you can direct us to pay these amounts to your Authorised Representative out of your
           Portfolio. See the section titled ‘Fees and other costs’ on page 17 for more information.
The investment process
           As the investment manager for BT Elect, we are responsible for managing the securities held in your
           Portfolio and making investment decisions as to the composition of your Portfolio. We may make changes
           to securities held in your Portfolio (subject to the preserved holding facility) for a number of reasons. Some
           of these include BTIM’s investment analysis and recommendations, our views on these securities, market
           movements and the overall composition of the Model Portfolio. The Model Portfolios will generally be
           monitored daily and subjected to a weekly review. Significant market movements (greater than 10%) or
           changes in stock rankings may cause your Portfolio to be re-balanced.
           Where you have chosen both an Australian share Model Portfolio and the Australian listed property Model
           Portfolio, your Portfolio will be subject to a quarterly review to ensure the percentages invested in each
           Model Portfolio match your chosen asset allocation. Model Portfolios will be re-balanced to agreed asset
           allocations (between Australian shares and Australian listed property securities) on a quarterly basis if the
           allocation differs by 3% or more from its original setting.
           We will deal in securities for BT Elect on behalf of investors. Dealing will generally take place across all
           investors’ Portfolios within BT Elect to take advantage of cost savings through larger orders. In order to
           minimise the amount of brokerage paid, we will generally use a single execution-only broker. However, we
           may use other brokers if market conditions and stock-specific factors warrant it. The brokers used may
           include Westpac Broking, a related entity of the Responsible Entity, but we may use a range of other brokers.
           Occasionally it may be necessary to execute individual trades for an investor’s Portfolio, and these trades
           may result in higher brokerage and other costs. For example, investments may need to be sold in a
           particular investor’s Portfolio to pay a withdrawal request.
Voting, rights issues and other corporate actions
           We will generally make all decisions (by instructing the Custodian) about voting at shareholder meetings,
           exercising rights relating to investments (such as taking up rights entitlements or accepting takeover offers)
           and similar events known as ‘corporate actions’. We are not able to exercise votes or other rights in
           accordance with the instructions of individual investors. (Please note also that we are not legally permitted
           to exercise voting rights attached to Westpac Banking Corporation shares.)
How to establish your Portfolio
           Investors should complete the current Application Form accompanying this PDS. If you need any help
           considering whether this product is appropriate for you, please talk to your financial adviser. To apply for an
           interest in BT Elect and to establish your Portfolio simply forward your completed Application Form
           together with your payment to the address specified. Payment methods and details are available with the
           Application Form.
           If we are unable to process an application because it is invalid (eg the Application Form is not signed or is
           missing required information), the transaction will not be processed until the correct documentation is received.
           We have the right to reject any application.
     How BT Elect works (continued)

     Transferring securities into your Portfolio
                A feature of BT Elect is that your existing holdings of Australian shares or Australian listed property
                securities usually can be transferred into your Portfolio as long as a tax cost history is provided and the
                securities are owned in the same name as the applicant. The securities must also be acceptable to us. Two
                options are available for transferring securities into your Portfolio:
             >   you do not elect the preserved holding facility, the securities transferred will be incorporated into the
                Model Portfolio you have selected and will be subject to any re-balancing, meaning that some or all of your
                transferred securities may be sold in order to reflect the composition of the Model Portfolio at the relevant
                time. If the stock selections in your selected Model Portfolio do not include the securities you have
                transferred, they will be sold by us; or
             >  you elect for the securities transferred to be preserved at a chosen level, the preserved holding will not be
                sold. However, these securities will be recognised as part of the allocation to the Model Portfolio you have
                selected. The preserved holding will be maintained unless you instruct us otherwise.
                The tax cost history of your securities should be forwarded to us by your Authorised Representative.
                You can transfer securities into your Portfolio at any time. See the section titled ‘How BT Elect works’ on page
                12 for more information. Securities transferred into your Portfolio should be held in the name of the registered
                investor immediately before the transfer. If you plan to transfer any jointly held securities to BT Elect, you
                should discuss this with your tax adviser. See the section titled ‘Taxation’ on page 20 for more information.
     Joint Holdings
                Where you wish to join BT Elect jointly with another person, you acknowledge that:
             >          you will be recognised as a single investor in the register of members of the Scheme, however
                each investor will be allocated a specific number of assets (as outlined below) that will be recognised and
                recorded separately in sub-ledgers for custodial purposes;
             >    the event of the death or insolvency of one of the joint members, we will correct the register of members
                of the Scheme to recognise only the surviving investor as a member of the Scheme;
             >    the event that at commencement you jointly hold an even number of securities, each joint investor will
                have an equal number of specific assets allocated to them and be held by the Custodian to satisfy their
                joint interest in the securities on withdrawal;
             >    the event that you jointly hold an odd number of securities, Holder 1 on the application form is nominated
                as the default holder of one of those securities and thereafter each joint investor will have an equal number
                of specific assets allocated to them and be held by the Custodian to satisfy their joint interest in the
                securities on withdrawal;
             >     should discuss with your tax adviser and/or financial adviser the consequences of jointly holding
                securities in your Portfolio.
     Minimum application amount and minimum Portfolio balance
                The minimum initial application amount and minimum Portfolio balance is $100,000.
                We will only apply your investment amount to the Model Portfolio(s) you have selected upon our confirmed
                receipt of all cash and securities.
                We will aim to maintain a minimum cash balance equal to the greater of $1,000 or 1% of your Portfolio value.
                If you make a partial withdrawal from your Portfolio in cash and as a result your cash balance falls below the
                minimum cash balance amount we may when satisfying that withdrawal request dispose of an additional
                number of securities in your Portfolio as necessary to bring the cash balance up to the required level. If your
                Portfolio balance falls below $100,000 we may exercise our general right to terminate your membership of
                BT Elect or we may treat any withdrawal request you make as a request to withdraw your entire Portfolio.
                We may vary minimums and if we do this we will inform you and your Authorised Representative in our next
                regular communication.

How BT Elect works (continued)

Cooling-off period
           You have a 14 day cooling-off period to check that the investment meets your needs. This applies only to
           your initial application into BT Elect. The 14 day cooling-off period commences on the earlier of your receipt
           of confirmation of your application and the end of the fifth business day after your Portfolio is established.
           You may exercise your cooling-off rights by giving use notice in writing to that effect. Our contact details are set
           out in the Directory on page 27. Your written notice should include your personal details, your investor number
           and the date of your initial application. The amount you receive may be greater or less than the amount you
           initially invested. This may be because the value of your investment is likely to have changed over the period
           due to market movements. We may also deduct any tax or duty incurred by us and reasonable administrative
           and transaction costs. You will be paid by either cash or, if possible, a transfer of securities (at your request).

Additional investments
           Additional investments can be made at any time by your Authorised Representative emailing us instructions.
           Additions to your Portfolio can be made by electronic cash transfer or by transferring acceptable securities
           into your Portfolio. The value of any additional investment must be at least $5,000. The additional investments
           will be invested in or applied to your selected Model Portfolio following the next Model Portfolio review. Model
           Portfolio reviews of BT Elect will generally take place once a week — usually every Thursday. There is no
           need to complete another Application Form for any additional investments. Further transactions are made on
           the basis of the then current PDS. Any replacement or updated PDS will be available on www.bt.com.au.

How to withdraw
           You can withdraw from your investment by providing written or emailed instructions (from your recorded
           email address) to us directly, or via your Authorised Representative. Our contact details are set out in the
           Directory on page 27.
           Partial withdrawals
           You can request a partial withdrawal of at least $5,000 from your Portfolio provided your Portfolio balance
           does not fall below the minimum balance. We may vary the minimum withdrawal amount. If we do this we
           will inform you and your Authorised Representative in our next regular communication. You may not cancel
           a withdrawal request without our consent.
           You may request your withdrawal to be made in cash (to your nominated bank account), via a transfer of
           securities to your name or as a combination of cash and securities.
           Where a transfer of securities is requested this is likely to require additional trading of securities to return
           your Portfolio to its optimal position.
           Cash withdrawals will be paid into your previously nominated bank account. Should you decide to change
           this account, you must provide us a written and signed instruction as such instructions will not be accepted
           from your Authorised Representative.
           Sale of securities
           Sale of your investment will commence at the next Portfolio review following receipt of your valid instruction
           request. Model Portfolio reviews of BT Elect will generally take place once a week — usually every Thursday.
           Securities will generally be sold proportionately across your Portfolio but this may vary depending on the
           size of your holdings and other factors. We may sell specified types of securities in some cases where we
           think this is more practicable. The proceeds from the securities sold will be net of fees, charges and
           expenses including transaction costs such as brokerage. The proceeds will generally be made available
           within five business days of settlement of the sale of securities. Potential delays in selling the securities
           could occur due to liquidity of assets, market and other factors beyond our control.
           Transfer of securities
           If you wish to transfer securities as part of your withdrawal request, you must provide the name and
           number of securities to be transferred, the broker’s name if relevant and the account number into which
           they are to be transferred. If you have requested that securities held as part of a preserved holding be
     How BT Elect works (continued)

               transferred back to you and we consider that it is not possible for those securities to be transferred back to
               you and held by you under the terms of those securities, we will inform you of this and we will not be
               required to comply with your request transfer those securities to you.
               Under the Constitution, you cannot transfer your interest in the Scheme to another person without our
               consent. You should also consider the tax implications of doing so.
               Full withdrawals
               Should you request a full withdrawal, your BT Elect investment will be treated as being terminated and your
               Portfolio will be closed unless you have requested otherwise and we have agreed to the request.
               Regular withdrawals
               Regular withdrawals may be made from your Portfolio at fixed quarterly dates. These may be either Fixed
               Capital withdrawals or Income withdrawals based on income earned over the period. Fixed Capital relates
               to cash held in your Portfolio, where Income is the dividends on securities you hold in your Portfolio
               Restrictions on withdrawals
               Under the Constitution for BT Elect, withdrawal requests must be satisfied within 30 days of receipt of the
               withdrawal request, subject to our right to suspend withdrawals or extend that period. We may suspend
               withdrawals or extend the period for payment for such periods as we determine in appropriate
               circumstances, such as the closure or disruption of a relevant stock exchange. Any withdrawal requests
               received during the period of suspension will be taken to have been received on the first Business Day after
               cessation of suspension.
               Invalid transaction requests
               Application, withdrawal and other transaction requests may be invalid for various reasons (eg not signing
               the appropriate form or not including all required information on the form). In such cases the transaction will
               not be processed until valid documentation is received. In cases where documentation is invalid, we will
               contact your Authorised Representative to obtain the required information.

     Keeping you informed
               By applying for BT Elect you agree to obtain all investor reports electronically (this includes your transaction
               confirmations, investment statements and annual reports). You may access the latest copy of all available
               documents at any time by using your login provided to you on application. The first time you log in you will
               be requested to change your password. The following reports will be available online:
            >    daily investment statement providing your Portfolio balance;
            >   quarterly investment statement providing a valuation of each of your Portfolio assets and total value of
               your Portfolio assets and liabilities, transaction details, income details and performance;
            >    annual tax statement providing a tax return summary, income details and realised gains summary
               (generally available by end of September); and
            >     Annual Report for BT Elect (generally available by end of September) including all revenue and expenses
               including fees and charges relating to the scheme and Portfolio assets.
               Additional disclosure information
               As at the date of this PDS, BT Elect is an unlisted disclosing entity (as defined in the Corporations Act) and
               is thereby subject to regular reporting and disclosure obligations. We intend to comply with these
               obligations by publishing material information about BT Elect on our website at www.bt.com.au in
               accordance with the good practice guidance for continuous disclosure obligations published by ASIC. In
               addition to the information we provide online, you can request us to provide you with the most recent
               annual and half-year financial reports lodged with ASIC, which we are required to provide free of charge.

Fees and other costs

                                                     DID YOU KNOW?
                   Small differences in both investment performance and fees and costs can have a
                                      substantial impact on your long term returns.
                  For example, total annual fees and costs of 2% of your fund balance rather than 1%
                 could reduce your final return by up to 20% over a 30 year period (for example, reduce
                                               it from $100,000 to $80,000).
                 You should consider whether features such as superior investment performance or the
                           provision of better member services justify higher fees and costs.
                  You may be able to negotiate to pay lower contribution fees and management costs
                                   where applicable. Ask us or your financial adviser.

                                                       TO FIND OUT MORE
                       If you would like to find out more, or see the impact of the fees based on your own
                     circumstances, the Australian Securities and Investments Commission (ASIC) website
                    (www.fido.asic.gov.au) has a managed investment fee calculator to help you check out
                                                        different fee options.

        This section of the document shows fees and other costs that you may be charged. These fees and costs
        may be deducted from your money, from the returns on your investment or from BT Elect’s assets as a whole.
        Taxes are set out in another part of this document. Refer to the ‘Taxation’ section of this PDS.
        You should read all the information about fees and costs because it is important to understand their impact
        on your investment.
        The fees set out below are GST inclusive.
         Typed of fee or cost                                   Amount                            How and when paid
         Fees when your Establishment fee                       Nil                               Not applicable
         money moves in The fee to open your
         or out of BT Elect investment
                            Contribution fee                    Nil                               Not applicable
                            The fee on each amount
                            contributed to your investment
                            by you
                            Withdrawal fee                      Nil                               Not applicable
                            The fee on each amount you
                            take out of your investment
                            Termination fee                     Nil                               Not applicable
                            The fee to close your
         Management         The fees and costs for              At the date of this PDS           Calculated on your daily
         Costs              managing your investment1           Management Costs are:             Portfolio value and generally
                                                                Management Fee2                   deducted from your Portfolio at
                                                                A fee based on your Portfolio     the end of each quarter.
                                                                value as set out below:           At the end of each quarter if
                                                                Portfolio value                   your accrued Management Fee
                                                                                                  is less than the Minimum Fee
                                                                First $500,000 > 1.15% pa         Charge for the quarter, the
                                                                Next $500,000 > 0.99% pa          difference is charged to your
                                                                Thereafter 0.88% pa               Portfolio and deducted as part
                                                                                                  of your Management Fees (so
                                                                Minimum Fee Charge
                                                                                                  that you effectively pay the
                                                                Please note that a minimum fee
                                                                                                  required minimum amount of
                                                                of $1,150 is payable for
                                                                Management Fees on a per
                                                                annum basis (this is calculated
                                                                on the current required
                                                                minimum Portfolio balance of

      1_We may pay part of our Management        2_This is the Fee we charge for managing                                           17
        Fee to an adviser (see ‘Adviser            the assets of your Portfolio and
        remuneration’ below). Fees in this PDS     overseeing the operations of the
        may be negotiated if you are a             Scheme. In appointing us as your
        wholesale client (see ‘Ability to          investment manager you authorise us
        negotiate fees — wholesale clients’ on     to instruct the Custodian to deduct and
        page 19).                                  pay the Management Fee to us.
     Fees and other costs (continued)

                 Typed of fee or cost                               Amount                             How and when paid
                 Service fees     Investment switching fee          Nil                                Not applicable
                                  The fee for changing your
                                  Adviser Service Fee               As agreed between you and          Calculated on your daily
                                  The fee charged by your           your adviser (see ‘Adviser         Portfolio value and deducted
                                  financial adviser for providing   Service Fee’ below) and notified   from your Portfolio quarterly and
                                  ongoing advice                    to us on your Application Form.    paid to your adviser

     Example of annual fees or costs for BT Elect1
                This table gives an example of how fees and costs in BT Elect can affect your investment over a one year
                period. You should use this table to compare this product with other managed investment products.
                 Portfolio balance of $150,000 with total contributions of $5,000 during year
                 Contribution fees        Nil                            For every additional $5,000 you put in you will not be
                                                                         charged any Contribution fee.
                 Plus Management Costs Management Fee                    Plus, for the $150,000 balance you have in your Portfolio,
                                          $150,000 × 1.15% = $1,725      you will be charged $1,725 each year
                 Equals total cost of                                    If you had an investment of $150,000 at the beginning of
                 Scheme investment                                       the year and you put in $5,000 during that year, you would
                                                                         be charged additional fees of up to $57.50 in respect of
                                                                         the additional $5,000 (depending on when you put it in).
                                                                         This represents the Management Fee of 1.15%.
                                                                         Your total costs will depend on the fees you negotiate with
                                                                         BT Elect (if you are a wholesale client) or your financial
                                                                         adviser (as the adviser service fee is payable in addition to
                                                                         the management fee). If you choose a Custodian other
                                                                         than WSAL, your total costs may also be affected by the
                                                                         fees charged by that Custodian.

     Additional explanation of fees and costs
                Adviser Service Fee
                You can agree with your financial adviser to have an Adviser Service Fee paid directly from your Portfolio.
                The Adviser Service Fee will be paid to your current adviser or any subsequent adviser that we are notified
                of. This fee, expressed as a percentage of your Portfolio, will be deducted as an additional fee from your
                Portfolio on a quarterly basis and will appear on your regular statements. You must specify the amount of
                the fee (including GST) on the Application Form.
                Adviser remuneration
             >         remuneration
                From the fees we receive we may pay (at our discretion) commissions to advisers and other persons approved
                by us (including dealer groups and other financial services licensees) including certain other entities within the
                Westpac Group. These payments are paid by us from our fees and are not an additional cost to you. Details of
                the commission payments will be set out in the Financial Services Guide and Statement of Advice which your
                adviser may provide you with. At the date of this PDS we pay, from our Management Fee, a commission of up
                to 0.25% pa. This commission is only paid to certain dealer groups or advisers. The amount of these
                payments may increase or decrease during the life of this PDS and the maximum commission we will pay in
                respect of this product is 100% of the Management Fee we receive, calculated based on the value of your
                Portfolio. We will not ordinarily provide investors with notice of a change in commissions paid.
             >              forms of remuneration
                We may provide remuneration to advisers indirectly by paying them additional amounts (such as marketing
                support payments) and/or non-monetary benefits (such as business and technical support, professional
                development or conferences). If these amounts or benefits are provided, they are payable out of the fees
                and costs we are entitled to receive and are not an additional cost to you.
18            1_Please note that additional fees and
                costs may also apply, as this example
                does not take account of other fees
                and costs described in this section
                such as transaction costs. More
                information is provided on the
                following page.
Fees and other costs (continued)

       >           of Alternative Forms of Remuneration
          We maintain a register that outlines the material alternative forms of remuneration that we pay to some
          distributors of our products, or receive from providers of some of the products available through us. The
          register is publicly available and you can obtain a copy by contacting us. Our contact details are set out in
          Directory on page 27 of this PDS.
          Ability to negotiate fees — wholesale clients
          If you are classed as a wholesale client (such as a professional investor) under the Corporations Act, the
          fees we charge in this PDS may be individually negotiated. There is no set manner or method of negotiating
          fees. Please contact us for further information. We cannot negotiate fees with persons who are not
          classified as wholesale clients.
          Transaction costs
          Transaction costs are costs relating to the buying and selling of securities in your Portfolio (mainly brokerage,
          but may also include other costs such as stamp duty). These costs are not included in the Management
          Costs described on page 17. Rather, the costs are incurred when the securities are purchased or sold for
          your Portfolio and are generally accounted for as a capital cost (forming part of the cost base of the asset),
          not as an expense. These costs impact your Portfolio indirectly as they reduce the returns generated on
          securities in your Portfolio and therefore the value of your Portfolio. Because we are an institutional
          investment manager we are able to access competitive, wholesale rates of brokerage. Generally, a
          brokerage rate of between 0.11% and 0.25% of the value of the trade applies for most market transactions.
          For example, if you made a $150,000 contribution into your Portfolio and that amount is being fully invested in
          securities at a brokerage rate of 0.25%, the brokerage cost you would pay (as part of the transaction) is $375.
          Custody fees
          We will pay an amount of up to 0.05% pa of your Portfolio value to your Custodian from our Management
          Costs. If you have appointed WSAL as your Custodian, this amount will fully meet the fee you are being
          charged by WSAL for custody services. If you have appointed another Custodian we will pay an amount of
          up to 0.05% pa of your Portfolio value (depending on the custody fee they are charging you). If this amount
          is insufficient to meet the custody fee being charged by your Custodian you will have to make other
          arrangements for payment of the balance of the fee. The custody fees will be paid by us at the times
          required under the terms of appointment of WSAL (if your Custodian is WSAL) or at the times notified to us
          by you or your Authorised Representative (if your Custodian is not WSAL).
          Information regarding some taxes relevant to your investment in BT Elect is set out in the section titled
          ‘Taxation’ on page 20. Unless otherwise stated, all fees quoted in this section are quoted on a GST inclusive
          basis net of any reduced input tax credits claimed by the Responsible Entity. Amounts that we pay on your
          behalf to your Authorised Representative or Custodian are also inclusive of GST. You should seek
          appropriate tax advice about the tax implications for you of payments and deductions from your Portfolio.
Changes in fees and other costs
          The maximum Management Fee allowable under the Constitution is 2% pa of your Portfolio value. If the
          Management Fee is to be increased, we will give investors 30 days’ written notice.
          We are also entitled to be reimbursed for expenses we incur in the proper performance of our duties as
          Responsible Entity of the Scheme (Scheme expenses). These expense recoveries represent a
          reimbursement to cover those expenses incurred by us in connection with the day to day operation of BT
          Elect. Scheme expenses include registry costs, investment management expenses, printing costs of PDSs,
          annual reports and statements, and certain direct expenses such as audit fees. At the date of this PDS we
          pay these Scheme expenses (excluding any GST payable on our fees) out of our Management Fee.
          Transaction costs are not paid by us but reduce returns generated by the securities in your Portfolio and
          therefore the value of your investment (see above under the heading ‘Transaction costs’).
          At the date of this PDS, we intend to continue with our current practice of paying Scheme expenses out of
          our Management Fee. However, in the future we may decide to deduct these expenses in addition to the
          Management Fee in which case we will give investors 30 days’ written notice of our change in practice.

                Tax information provided in this PDS is intended to be a brief guide only and should not be relied upon as a
                complete statement of all relevant laws. It is based on our interpretation of current laws at the date of this
                PDS. The information is provided as a general overview of how these laws apply to you, but the application
                of these laws depends on your individual circumstances. Therefore, it is recommended that you seek
                independent professional tax advice about your specific circumstances.

     Tax on income
                All income and gains on the shares and other assets in your personal Portfolio will for taxation purposes be
                treated as having accrued directly to you. Accordingly, each financial year you are taxed directly on any
                gains arising upon disposal of your investments, as well as on any interest, distributions, dividends or other
                income from your investments (even if reinvested). Expenses incurred by you in deriving assessable income
                are treated as allowable deductions. Brokerage incurred on the acquisition or disposal of shares is included
                in the cost base of shares and thereby affects the capital gain or loss arising on disposal.
                You may be entitled to some tax credits such as franking credits or foreign income tax offsets to reduce
                part or all of any tax liability. Your entitlement to franking credits is subject to you satisfying the relevant
                holding period requirements.

     You don’t inherit other investors’ gains
                You receive the benefits of all capital gains and capital losses, income and franking credits.

     Tax on capital gains
                The disposal of investments in your Portfolio may result in a taxable gain or loss under the capital gains tax
                provisions of the Income Tax Assessment Act 1997. Disposal of investments may arise from the following
             >      investment decisions as your investment manager; and
             >       decision to withdraw or switch between Model Portfolios.
                The transfer of securities in your own name in or out of the Portfolio should not result in a disposal for
                capital gains tax purposes.
                You can also transfer existing holdings of securities into your Portfolio and maintain your existing cost base.
                BT Elect offers you a choice of one of the following tax accounting methods when selecting between
                multiple parcels of the same security. These are:
              1_ maximise capital losses or if no capital losses are available minimise capital gains;
              2_ First In First Out method; and
              3_ maximise capital gains or if no capital gains are available minimise capital losses.
                Unless you advise us otherwise we will apply option 1, maximise capital losses or if no capital losses are
                available minimise capital gains. The choice of tax accounting method, with respect to investment parcel
                selection, will depend on your specific circumstances. You may be able to change the method from time to
                time but we are unable to apply any changes retrospectively. We recommend you consult your tax adviser
                regarding your own circumstances.
                Where the investment has been held for more than 12 months, you may be eligible to use the discount
                method to work out your capital gain. Any capital loss that may arise following a disposal (within or outside
                BT Elect) may be offset against capital gains arising in that year or subsequent years. However, this loss is
                not permitted to be offset against other income.
                In some cases gains and losses on the disposal of investments may not be subject to capital gains tax;
                instead they may be taxed on revenue account. For example, gains and losses are taxed on revenue
                account if you are in the business of trading in shares. We recommend that you seek independent,
                professional tax advice on the implications if you are unsure of your position.

Taxation (continued)

Goods and Services Tax (GST)
              GST will be charged on or incorporated in various expenses paid by BT Elect including the fees charged for
              managing and administering the Model Portfolios. Unless otherwise stated, all fees in this PDS are quoted
              inclusive of GST.

Non-residents of Australia
              BT Elect is only available to Australian resident investors. However, if you subsequently become a non-
              resident, tax at the prescribed income tax rates will be withheld from Australian sourced income and
              taxable Australian real property.

Tax File Number (TFN) or Australian Business Number (ABN) notification
              You are not obliged to provide your TFN or ABN. However, if you provide neither, and don’t claim an
              exemption, we are required to deduct tax from income at the highest marginal tax rate, plus the Medicare
              levy, to meet Australian Taxation Office requirements.

Tax reports
              Various reports will be available for you to view and print online. Information on reporting is set out on
              page 16.

Joint holdings
              Joint holdings of securities are permitted under BT Elect, provided that each investor nominates the
              number of securities to be allocated to them in satisfaction of their joint interest. However, under the
              Constitution we are bound to always recognise joint holders as a single investor. In the event that you jointly
              hold an even number of securities with another investor, each joint investor will have their interest in the
              securities satisfied by an allocation in their favour of half of the number of securities jointly held. In the event
              that you jointly hold an odd number of securities, Holder 1 on the application form is nominated as the
              default holder of one of those securities and each joint investor will have their interest in the remaining
              securities satisfied by an allocation in their favour of half of the number of those securities. As the taxation
              effects of joint holdings can be complex, you should obtain your own independent taxation advice where
              you have a joint holding of securities.

     Other important information

     The Constitution of BT Elect

                 BT Elect is established under a document called a constitution. Under the Constitution, we are both the
                 Responsible Entity of the Scheme and the investment manager who investors in the Scheme appoint to
                 manage their assets. The Corporations Act, the Constitution and the general law set out the framework
                 under which BT Elect operates. The Constitution (including any amendments) has been registered with
                 ASIC. If you wish to inspect a copy of the Constitution, please contact us. Our contact details are set out in
                 the Directory on page 27.
                 What are the main rights of investors under the Constitution?
                 The rights and obligations of investors in BT Elect are governed by the Constitution for the Scheme and this
                 PDS, but are also affected by the Corporations Act, relief and guidelines issued by ASIC, and the general
                 law. Some of the provisions of the Constitution are discussed elsewhere in this PDS, including the fees and
                 expenses the Responsible Entity is able to charge and recover under the Constitution, and your right to
                 withdraw money and securities from your Portfolio. Other provisions relating to your rights under the
                 Constitution include:
             >      nature of your interest in BT Elect and the assets in your Portfolio;
             >      powers, rights and obligations of the Responsible Entity with respect to BT Elect, including its rights to
                 be indemnified from the assets of BT Elect and the limitations on the liability of the Responsible Entity to
                 members of BT Elect;
             >   how you can apply to become a member of BT Elect;
             >   how your membership of BT Elect may be terminated;
             >   what you are entitled to receive when you withdraw or BT Elect is wound up; and
             >   complaints procedures.

                 Your rights to requisition, attend and vote at meetings are contained in the Corporations Act.
                 What are our main duties and rights under the Constitution?
                 Under the Constitution of BT Elect we:
             >        the power to invest and manage your Portfolio;
             >        discretion to refuse transfers and applications;
             >   may change the Constitution, but we need approval at a meeting of members if we believe the change will
                 adversely affect your rights;
             >   may terminate BT Elect at any time and will give you notice of any intention to do so;
             >   may retire, in which case a new Responsible Entity will be appointed;
             >   may terminate your membership of BT Elect at any time for any reason, including if you maintain a balance
                 below the minimum balance or cease to have any investments in your Portfolio; and
             >   may deduct any amount owing to us from the assets in your Portfolio to satisfy any tax amount which
                 relates to your Portfolio or any other amount owed to us by you.
                 As Responsible Entity of the Scheme we must comply with all obligations set out in the Constitution. We
                 are also subject to duties under the law including duties to act honestly, exercise care and diligence, and
                 treat investors equally.
                 What are the terms on which you appoint us as your investment manager?
                 The Constitution contains the terms on which you appoint us as investment manager to manage your
                 assets. These include appointing us as your agent to:
             >         and manage your Portfolio assets in accordance with your proper instructions including those of your
                 Authorised Representative;
             >   give proper directions in respect of your assets (for example, to the Custodian) in order to implement your
                 chosen Model Portfolio(s); and
             >   keep the assets of your Portfolio under review.

Other important information (continued)

         What are our liabilities and indemnities under the Constitution?
         The Constitution limits our liabilities in relation to the Scheme. For example:
     >      are not liable for acting in reliance in good faith on professional advice; and
     >    we comply with relevant duties and act in accordance with the Corporations Act and the Constitution, we
         are not liable to you for any loss in connection with your Portfolio. We exclude liability under other laws to
         the extent possible.
         We may be reimbursed for our liabilities and the liabilities of the Scheme out of the Scheme’s assets and
         the assets of your Portfolio for any liability which we incur in properly performing our obligations, duties and
         powers in relation to your assets and the Scheme.
         Protecting your privacy
         By completing the Application Form you consent to us and any other person who is at any time a member
         of the Westpac Group (‘Westpac Company’) collecting, using, disclosing and handling your personal
         information in the manner set out in this section. A copy of our privacy policy is available at
         www.westpac.com.au or by contacting us. Our contact details are set out in the Directory on page 27.
         How do we use your information?
         We and other Westpac Companies may collect and use your information:
     >     establish and administer the financial products and services we or any other Westpac Company provide
         to you (such as investments, superannuation, insurance or loans);
     >   for product development, conducting market research and statistical analysis purposes; and
     >   to
          provide additional services to you, such as market updates and information on products and services
         available from us or any other Westpac Company.
         Without your personal information, we and other Westpac Companies may be unable to establish and
         administer your financial arrangements.
         How do we collect your information?
         We and other Westpac Companies may collect your information from many places including your
         Application Form, correspondence with you or your adviser, our telephone calls with you or you using our
         website or emailing us. We and other Westpac Companies may also collect your information from each
         other or from a service provider engaged to do something for us or another Westpac Company. Our service
         providers typically include custodians, investment administrators, information technology advisers,
         mailhouses, auditors, legal advisers and consultants.
         When do we disclose your information?
         Sometimes, a Westpac Company, a service provider or your adviser may be located outside Australia. By
         signing the Application Form, you consent to your information being transferred to a person such as this
         who is outside Australia.
         We and each Westpac Company may disclose your personal information:
     >     each other, our service provider, or a person who acts on your behalf in relation to your investment (such
         as your adviser);
     >   to
          any potential acquirers of us and each Westpac Company on the basis that they deal with such
         information in accordance with our Privacy Policy;
     >   to
          tell you about other products and services offered by us or a Westpac company and in order to do that
         we may disclose your information to other Westpac Companies or their service providers;
     >   as
          required or permitted by law or to a regulatory agency in compliance or purported compliance with
         regulatory obligations; or
     >   with your consent.

     Other important information (continued)

              How do you access your information?
              Please contact us to access the information we hold about you and to tell us if it needs to be updated. Our
              contact details are set out in the Directory on page 27. We try to give each customer access to their
              information on request, but we will tell you if this is not possible.
              If you don’t want to receive marketing information from us
              You can contact us if you do not want to receive any marketing information from us or any other Westpac
              Anti-Money Laundering
              To meet our regulatory and compliance obligations for anti-money laundering and to counter financing of
              terrorism, we have increased the levels of control and monitoring we perform. You should be aware that:
          >               may be delayed, blocked or refused where we have reasonable grounds to believe that they
              breach Australian law or the law of any other country;
          >   where legally obliged to do so, we may disclose the information gathered to regulatory bodies or law
              enforcement agencies.
              Upon investing in BT Elect, you agree:
          >       are not and will not enter into any agreement with us under an assumed name;
          >   any funds used by you to enter into an agreement with Westpac have not been derived from or related to
              any criminal activities;
          >   any payments received from us will not be used in relation to any criminal activities;
          >   if
               we ask, you will provide us with additional information we reasonably require from you; and
          >   we may obtain information about you or any beneficial owner of an interest in an agreement with us from
              third parties if we believe this is necessary to comply.
              Related party transactions and conflicts of interests
              Subject to the Constitution of the Scheme and the Corporations Act, we may appoint any of our related
              bodies corporate (including Westpac Banking Corporation and any member of the Westpac Group) to
              provide services (including banking and broking services) or perform functions in relation to the Scheme,
              including acting as our delegate. We may also enter into financial or other transactions with related
              corporate bodies in relation to the assets of your Portfolio. A related body corporate is entitled to earn fees,
              commissions or other benefits in relation to any such appointment or transaction and to retain them for its
              own account. Such arrangements will be based on arm’s length commercial terms.
              In the course of operating the Scheme, we may face conflicts in respect of our duties owed to the Scheme
              and our own interests. In such cases, we must prefer the interests of investors. We have policies and
              procedures in place to ensure that we manage these conflicts of interests through either controlling,
              avoiding or disclosing the conflict. We will resolve such conflicts fairly and reasonably between investors
              and in accordance with the law, ASIC policy and our own policies.
              Complaints resolution
              Complaints resolution is a priority for us. If you have any concerns or complaints with the financial products
              or services we provide, please contact us and we will do our best to resolve it quickly and fairly. As a first
              step, please contact your financial adviser, who will contact us.
              Alternatively, you can contact us directly. Our contact details are set out in the Directory on page 27. We will
              let you know that we have received your complaint and a Complaints Officer will try to resolve your
              complaint within 30 days. If you are still not satisfied you can refer the matter to the Financial Ombudsman
              Service (FOS) — it is independent from us. Its contact details are:
              Financial Ombudsman Service
              GPO Box 3
              Melbourne VIC 3001
              Telephone 1300 78 08 08
              Before you contact FOS, we recommend that you first try and resolve your concern with us.
              The Australian Securities and Investments Commission (ASIC) also has a free call infoline on 1300 300 630.
24            You can use this number to make a complaint and to obtain further information about your rights.
                                                                                                                          BT Elect Portfolio
                                                                                                                         application Form
                                                                                                                   Managed accounts ✆ 1800 222 790

                                                                                Postaladdress (if different from above)
     Complete this form using black pen – print in clear CAPITAL LETTERS
    • ThisApplicationFormisinrespectof,andaccompanies,theBT
       intheBTElectPortfoliomanagedinvestmentscheme(BT Elect).                                           State              Postcode
    • WestpacRELimitedABN80000742478,AFSL233717isthe
       ResponsibleEntity(RE)ofBTElectandisreferredtoas‘we’,‘our’   Country,ifnotAustralia
       ‘us’ortheResponsibleEntityinthisApplicationForm.                 Homephonenumber                        Mobilephonenumber
      You can submit this form by:                                              (         )
          mail BTElect                                                       Workphonenumber                        Faxnumber
                                                                                (         )                              (      )
          fax (02)92745902
          inpersonatanyWestpacBranch                                      Emailaddress*

       Individual/Joint/IndividualTrustee,please complete Section 1,
        then proceed to Section 3                                       * In the future, we may choose to email correspondence to you.
       CorporateTrustee,please complete Section 2, then proceed to     Taxfilenumber(TFN)
        Section 3
       Company,please complete Section 2, then proceed to Section 3
        please complete Section 2, then proceed to Section 3               WhereyoudonotsupplyyourTFNoravalidexemption,taxwillbe
    NameofPortfoliotobeestablished                                    withheldfromanyincomeearnedonyourinvestmentandremitted

                                                                                customer identification
      1. Your details – individual/Joint/individual                             AreyouanexistingWestpaccustomer?Yes            No
         trustee applications
    applicant 1                                                                 below.Thenameoftheaccountoridentificationmustbeinthesame
    Title                                                                       nameasyouhaveprovidedabove.
                                                                                WestpacBSBnumber          WestpacAccountnumber
     Mr     Mrs     Miss      Ms      Other



                                                                                IfNo,eachApplicantwillneedtocompletea‘Certified Copy Certificate’
            /         /                                                         (AppendixC)locatedattheendofthisApplicationForm,attaching
    Occupation                                                                  undertheAntiMoneyLaundering/Counter-TerrorismFinancingAct
    Residentialaddress                                                         inthisformisnotprovidedtooursatisfaction,orwherefurther

                                    State          Postcode


BTFx1197-0310mc                                                        Page1of16
    applicant 2
    Title                                                                       CISkey
     Mr     Mrs     Miss     Ms        Other
    Givenname(s)                                                               IfNo,eachApplicantwillneedtocompletea‘Certified Copy Certificate’
    Surname                                                                     undertheAntiMoneyLaundering/Counter-TerrorismFinancingAct
    Trustname(ifany)                                                         inthisformisnotprovidedtooursatisfaction;orfurtherinformation
                                                                                Joint applicants
            /         /                                                           eachApplicantmayactontheirown;or
    Occupation                                                                    Applicantsmayonlyactjointly.

                                                                                 2. Your details – corporate/corporate trustee
    Residentialaddress                                                             applicants/superannuation Funds/charities

                                     State             Postcode

     Country,ifnotAustralia                                                  AustralianBusinessNumber(ABN)
    Postaladdress (if different from above)
                                     State             Postcode                 AreyouaSuperannuationFund?                       Yes      No
                                                                                AccumulationPhase           PensionPhase
    Homephonenumber                    Mobilephonenumber
     (       )                                                                  AreyouaRegisteredCharity?            Yes    No

    Workphonenumber                    Faxnumber                             Company’splaceofregistration
     (       )                           (        )
    Emailaddress*                                                              Company’sdateofregistration(dd/mm/yyyy)
                                                                                          /           /
  * In the future, we may elect to email correspondence to you.

     withheldfromanyincomeearnedonyourinvestmentandremitted                                              State             Postcode
     orExemptionNumberisnotprovided.DecliningtoquoteaTFNis          Country,ifnotAustralia
                                                                                Principalplaceofbusiness (if different to registered address)
    customer identification
     AreyouanexistingWestpaccustomer?Yes          No
    IfYes,pleaseselectandcompleteONEofthefollowingformsof                                              State             Postcode
    thesamenameasyouhaveprovidedabove.                                   Country,ifnotAustralia
    WestpacBSBnumber            WestpacAccountnumber


BTFx1197-0310mc                                                         Page2of16
    Contactname(eg The secretary)                                             3. Your investMent

                                                                               investMent strategY Cross[✘]therelevantbox.
    Daytimephonenumber                Faxnumber
                                                                                  Core,or                                                                     %
     (        )                         (        )
                                                                                    TaxEfficient,or                                                          %
                                                                                    Concentrated,or                                                           %
                                                                                    Specialised                                                                %
  * In the future, we may choose to email correspondence to you.               And(ifapplicable)
    Taxfilenumber(TFN)/Exemptionnumber                                     Australianlistedpropertytrusts(direct)
                                                                                    AustralianListedProperty                                             %
                                                                               Total                                                                        %
     withheldfromanyincomeearnedonyourinvestmentandremitted          Margin loan
     totheATO.WereservetherighttorejecttheapplicationifaTFN      WillyoubeusingborrowedfundsthroughBTMarginLendingfor
     orExemptionNumberisnotprovided.DecliningtoquoteaTFNis         yourinvestment?
    customer identification                                                             Amount      $
     IstheCompanyanexistingWestpaccustomer? Yes         No                    tobe
    WestpacBSBnumber            WestpacAccountnumber                                pleasecompleteAppendixB.

                                                                               initial contribution
                                                                                $         ,                ,            l

                                                                               Areyoutransferringinstock?                               Yes       No
                                                                               WithdraWals Cross[✘]therelevantbox.
    ‘[#]PtyLimited’),pleaseprovidethefollowinginformation:              Pleaseindicatewhether:
                                                                                        Amount:       $

                                                                                        Dateoffirstwithdrawal: //
    >25%oftheissuedsharecapitalofthecompany?Ifyestoboth,                   Allremittanceswillbepaidquarterlyonthe8thdayofevery
    pleaseprovidetheirnameandresidentialaddress.                                       quarter,January,April,July,October

                                                                               ongoing adviser Fee
                                                                               identifiedinSection8ofthisApplicationForm)?Yes  No
    Pleasenoteadditionalinformationmayberequestedfromforeign          (Pleasenote,amaximumof1.00%paapplies)
    undertheAnti Money Laundering/Counter-Terrorism Financing Act
                                                                                    l            %pa
    2006 (Cth). Please contact your financial adviser orWestpac
    representativewithanyquestions.                                         tax accounting Method Cross[✘]therelevantbox.

BTFx1197-0310mc                                                        Page3of16
      4. Your privacY entitleMents
    oftheWestpacGroup(each a Party)mayexchangewitheachother
    anyinformationaboutanApplicantnamedinthisApplicationForm           I/WerequestandauthoriseWestpacRELimited,toarrangeforany
    including:anyinformationprovidedbyanApplicantinthisApplication     amountswhichbecomepayableinrespectofthisinvestmenttobe
    Form;anythingaboutanApplicant’screditworthiness,creditstanding,     creditedthroughtheBulkElectronicFundsTransfersystem.I/We
    credithistoryorcreditcapacitywhichmay,underthePrivacyAct          understandandacknowledgethatmy/ourfinancialinstitutionhas
    (1988),lawfullybeexchangedifanApplicantauthorisestheexchange;      absolutediscretiontodecidetheorderinwhichitwillpaymonies
    anyotherpersonalinformationanApplicantprovidestoanyofthem         underthisrequest,oranyotherrequest,authorityormandate,and
    orwhichtheyotherwiselawfullyobtainaboutanApplicant;and             includingthediscretiontorefusetohonourthisrequestatanytime.
    transactiondetailsortransactionhistoryarisingoutofanApplicant’s    Signatureofapplicant 1 or director
    anyone(Service Provider)todosomethingonitsbehalftheneach                                                             Date(dd/mm/yy)
    witheachotheranyinformationreferredtoabove.AnyoftheParties                                                              /      /
    mightgiveanyinformationreferredtoabovetoentitiesotherthan         Signatory’sfullname (please print)
    andanyServiceProvidertogiveeffecttotheprovisionofanagreement    Signatureofapplicant 2, director or secretary
    ServiceProvidertocomplywithanyapplicablelawsorregulations,                                                           Date(dd/mm/yy)
                                                                                                                                        /      /
    mostpersonalinformationthatthePartiesholdaboutthem(sometimes       Signatory’sfullname (please print)
    thisApplicationmaynotbeacceptedbyus.Youmayobtainacopy               7. authorised representative (required)
      5. Your cost base
     completingthissection.                                                                                                      Date(dd/mm/yy)

    PleasenotethatbysubmittingthisApplicationForm,youagreethat                                                               /      /
    ifanyoftheinformationinthisSection5changes,youwillnotifyus     Phonenumber                       Faxnumber
    losswemaysufferasaresultofthisrepresentationbeingorbecoming     (        )                             (    )
    untrue,incorrectorincomplete.                                             Emailaddress
    entitleMent to input tax credits
    claiminputtaxcreditsforvariousservicefees.                           Financial planner
    Pleaseentertherelevanttaxpercentageofinputtaxcreditsyouwill      Financialplanner’sname
    inputtaxcreditsand75%meaningsomeentitlement.                         Financialplanner’snumber
     InvestmentManagementFee                                          %
     Brokerageand/FuturesCommission                                 %       Dealergroup(AuthorisedRepresentative)
     Other                                                              %
      6. Your direct credit arrangeMents


    BSBnumber                      Accountnumber


BTFx1197-0310mc                                                         Page4of16
         8. online reporting                                                   2. TheWebsiteprovidesgeneralinformationinrespectofyour
    representatives With access to online reporting
    Representative’sname                                                          necessary.TheWebsiteisnotanofferorrecommendationofany
    Phonenumber                        Faxnumber                             3. Webearnoresponsibilityforanyconsequenceoftheuseofthe
     (        )                          (        )                                Website by any person other than Authorised Persons,
    Emailaddress                                                                  Websitemaydifferfromtheactualvalue,asinformationdisplayed
    Representative’sname                                                          However,theinformationmaynotbecompleteforthepurpose
    Phonenumber                        Faxnumber                             4. Subjecttoacontraryrequirementoflaw:
     (        )                          (        )                                a. We,ourdirectors,employeesandassociatesdonotgiveany
                                                                                       representation as to the, or warranty of, the reliability,
    Emailaddress                                                                      completeness,accuracyoftheinformationontheWebsite,nor
                                                                                   b. Weareundernoobligationtoupdateorcorrectanyerrorsin
    Representative’sname                                                              theinformationontheWebsite.
                                                                               5. SomelinksprovidedontheWebsitelinktoexternalsites.When
    Phonenumber                        Faxnumber
     (        )                          (        )                                responsibility.
    Emailaddress                                                              6. YoumayreproduceinformationcontainedontheWebsitesolely
                                                                                   be reproduced, distributed or transmitted to any person or
    accountant With access to online reporting

                                                                                9. auditor reports
    Phonenumber                        Faxnumber
     (        )                          (        )                             Allinvestorsmustcompletethissection.
    Emailaddress                                                              AsaninvestorinBTElectPortfolio,youmayreceiveeachyear:
                                                                               • acopyofanannualauditreportbyPricewaterhouseCoopers(PwC)
                                                                                  operation of certain of our internal controls relating to our
    online reporting terms of use                                                 regardingthereconciliationofcertainamountsshowninthe
    1. WestpacRELimitedABN80000742478(we, us)willmakea               annualinvestorstatementstoanindependentlyauditedreport
        password-protectedcustomisedwebsite(Website)availableto             preparedbythecustodian;and
        you.TheWebsitewillenableyoutoviewportfolioinformationin     • acopyofanannualreviewreportbyPwCaddressedtousin
        relationtotheportfoliomanagedbyusforyou,includingunitsin      respectofannualinvestorstatements,(togetherthe‘Reports’).
        any fund managed by us (Portfolio). You may nominate
        Representativesfromtimetotime.Representativeswillhave          Bysigningthissection,investorsacknowledgethat:
        access to the website for the purpose of viewing portfolio   • the Reports will be prepared in accordance with the terms   
        information,marketinformation,reportsandotherinformation           andconditionsoftheengagementletterbetweenusandPwC
        availabletoyouonthatWebsite.Youmayalsonotifyusinwriting      dated 13 November 2006, a copy of which is available on    
        orbyemailthatpersonsarenolongerRepresentatives.Any              www.bt.com.au;and
        nominationornotificationrelatingtoRepresentativesmustbe        • anyliabilityofPwCtoyouinrelationtoanyofitsReportsmay    
        signedbyauthorisedsignatoriesor(inthecaseofemail)willbe       belimitedbytheAccountantsSchemeapprovedunderprofessional
        takenasvalidifpurportingtocomefromanauthorisedsignatory.       standardslegislationsuchastheProfessionalStandardsAct         
        TheinitialRepresentativesarethosepeopleyouspecifyabove.          1994(NSW).
        We will provide each Representative with a user name and
        passwordfortheWebsite.YoumustensurethatRepresentatives        signatory a
        keeptheseconfidential,andcomplywiththeWebsite’ssecurity                                                             Date(dd/mm/yy)
        oftheWebsiteatanytimeaftergivingyounoticeinwriting.We                                                                 /      /
        anytimewithoutnotice.                                              Signatory’sfullname (please print)

BTFx1197-0310mc                                                       Page5of16
                                                                                    3. WeareentitledtoassumethatanyCommunicationbyfaxoremail
     Director      SoleDirector/SoleSecretary
    signatory b                                                                         authorisedbyyou,andwearenotrequiredtoinvestigateor
                                                         Date(dd/mm/yy)                circumstanceswhichmightsuggestthattheCommunicationwas
                                                                                        not authorised, unless we have actual knowledge that the
                                                               /       /                Communicationwasunauthorised.Wedonothaveanyliability
    Signatory’sfullname (please print)                                                toyouforrelyingonanyCommunicationbyfaxoremail,whether
                                                                                    4. Withoutlimitingparagraphs2and3,wemayrefusetoactonany
     Director      SoleDirector/SoleSecretary                                     anditscontentshasbeenconfirmed,andwillhavenoliabilityto
      10. custodian
                                                                                    5. Youindemnifyusagainstanycost,expense,liabilityorclaim
    TobeabletoparticipateinBTElectyourPortfolioassetsmustbe                incurred by any of them as a consequence of accepting a
    heldbyaprofessionalcustodian.                                                  Communicationbyfaxoremail,unlessthecost,expense,liability
    Where You Wish to appoint Wsal                                                      oftheRecipient.
    049472AFSL233731(WSAL)asyourcustodianpleasesignthis                  6. ForthepurposesoftheseFaxandEmailTerms,wemayobtain
    sectionbelow.                                                                      thebenefitofthesetermsasagentfortheotherrecipientsofthe
    custodyservice(FSG)andtheCustodyDeedenteredintobyWSAL                Pleasecross[✘]ifyoudonotwishtogiveCommunicationsbyfax
    dated1November2006(Custody Deed).Ifyouneedanyhelpin                  oremail.Ifyoucrossthisbox,faxedoremailedcommunicationwill
    consideringwhetherthiscustodyserviceisappropriateforyou,               notbeaccepted.
    • youhavereadandunderstoodtheFSGandCustodyDeed
    • youappointWSALascustodianofyourPortfolioassetsandagree             12. declarations, conditions and
       tobeboundbythetermsandconditionsoftheCustodyDeed.                      acknoWledgeMents
    signatory a                                                                     iMportant notes
                                                         Date(dd/mm/yy)            ThePDScontainsimportantinformationaboutBTElectandwe
                                                               /       /            anotherpersonaccesstothisApplicationFormyoumust,atthesame
    Signatory’sfullname (please print)                                            timeandbythesamemeans,givethemaccesstothePDSandany
     Director    SoleDirector/SoleSecretary   Individual
                                                                                    bY signing this application ForM, You acknoWledge
    signatory b                                                                     and agree that:
                                                                                    • youhavereadandunderstoodthePDS;
                                                         Date(dd/mm/yy)            • youconsenttoandacknowledgetheterms,declarations,conditions
                                                               /       /               andacknowledgementsinthePDSandthisApplicationForm,and
    Signatory’sfullname (please print)                                               correct;
                                                                                    • youhavethelegalpowertoenterintothisagreementanddeclare
     Director    SoleDirector/SoleSecretary   Individual           • neitherWestpacBankingCorporationnortheothermember
    ThissectionoftheApplicationFormisaddressedtoandmaybe                   therepaymentofcapitalortheperformanceofyourPortfolio
    reliedonbyWSAL.                                                                 assets;
    Where you wish to appoint another custodian                                     • BTElectdoesnotconstituteaninvestmentin,depositwithor
        Pleasecross[✘]thisboxwhereyouwishtoappointanother                  toinvestmentriskincludingpossibledelaysinwithdrawals,and
         custodianinwhichcasewewillcontactyoutoobtainall                    lossofincomeandcapitalinvested;
                                                                                    • youareboundbytheprovisionsintheBTElectPortfolioPDSand
      11. transacting via Fax and eMail                                             • ifatransactionrequestisinvaliditwillnotbeprocesseduntil
    PleaseensureyoureadandunderstandtheseFaxandEmailTerms                • ifwereasonablybelieveasignatureonadocumenttobegenuine,
    thatrelatetoyoubeingabletofaxoremailus.Youagreeasfollows:            weareentitledtorelyonthatsignatureandwillnotbeliablefor
    1. Youmay(butdonothaveto)giveinstructionsornotices,including          anylossyoumaysufferifitislaterfoundthatthesignaturewas
        withdrawalrequests(Communications)tousbyfaxoremail.                    fraudulent;
    2. Youagreetoensurethatonlypersonsauthorisedbyyouwillgive          • futuretransactionswillbemadeonthetermsofthethencurrent
        anyCommunicationsbyfaxoremail.Youmustcomplywithany                  PDSandtheconstitutionforBTElect(eachasamendedfromtime
        securityorverificationproceduresrequiredbyus.                            totime);

BTFx1197-0310mc                                                             Page6of16
    • youhavereadthePrivacysectionofthePDSandconsenttouse          • youreleaseandindemnifyusandanymemberoftheWestpac
       ofyourpersonalinformationasoutlined;                                    Groupseverallyfromandagainstallliabilitywhichyousufferor
    • youappointustoactasinvestmentmanagerinrespectofyour               issufferedbyusorbroughtagainstusoramemberoftheWestpac
       PortfolioassetsinaccordancewiththetermsofthePDS,constitution       Group,inrespectofyouraccesstoanduseoftheWebsite.
       andthisApplicationForm,includingtheselectionofaninvestment      I/Weacknowledgethat:
       strategyandassetallocationinSection3andagreethatindoing       1. I/Wehavereadtheagreementattachedtothisapplicationand
       sowemayinvestandmanagethoseassetsjointlywiththeassets             agreetobeboundbythisApplicationform;
                                                                                 2. neitherWestpacRELimitednoranymemberoftheWestpacGroup
    • anystatementofinvestmentobjectivesinthePDSisnotintended            standbehindorguaranteerepaymentofcapitalortheperformance
       tobelegallybinding;                                                       oftheinvestment;
    • wewillonlyacceptvariationstotheInvestmentInstructionsfrom       3. my/ourinvestmentisnotaninvestmentin,depositorotherliability
       yourAuthorisedRepresentative;                                              ofWestpacRELimitednoranyentityintheWestpacGroup;
    • additionalinvestmentsandwithdrawals(partialorfull)willonly       4. investmentsaresubjecttoinvestmentrisks–includingpossible
       bemadeinaccordancewiththetermsofthePDS,theconstitution,           delaysinpaymentofwithdrawalproceedsandlossofincome
       andanyagreementyouhavewithyourcustodian;                              andprincipalinvested;and
    • youwillpayusthefeesspecifiedinthePDSformanagingyour          wheretheApplicantisatrustee,theApplicantrepresentsthatit
       Portfolioandauthoriseustoinstructyourcustodiantodeductthe          hasthepowerandcapacityunderthetermsoftheinstrument
       feesfromyourPortfolio;                                                    constitutingthetrusttoexecuteandmakethedeclarationcontained
    • youagreeforustocollecttheOngoingAdviserFeefromyour                inthisApplicationFormandtoappointWestpacRELimitedto
       PortfolioandremitasspecifiedinSection3;and                           providetheinvestmentservicehereappliedforand,ifapplicable
    • youagreetoindemnifyus(includinganyagentweappoint)in                appointWSALascustodian.
       accordancewiththeconstitutionofBTElectagainstanylosses,         individuals/individual trustees sign here
       investmentmanagerunderBTElect,andauthoriseustodirect            Signatureofapplicant 1
       tosatisfythisindemnity.                                                                                                      Date(dd/mm/yy)
    appointMent oF an authorised representative                                                                                             /      /
    ThefollowingconditionsapplytotheappointmentofyourAuthorised        Signatureofapplicant 2 (ifany)
    • yourAuthorisedRepresentativecandoeverythingonyourbehalf                                                                Date(dd/mm/yy)
       apaymentinrelationtoyourPortfoliotoathirdparty(thismeans                                                                /      /
       thatanywithdrawalrequestfromyourPortfoliowillhavetobe          coMpanies/corporate trustees sign here
       changeaddressinformationorbankaccountdetails(d)change            Companyname
    • tocancelyourAuthorisedRepresentative’sappointmentyoumust
       giveus7businessdays’writtennotice;and                              ABN
    • youreleaseandindemnifyusandanymemberoftheWestpac
       byyouorbyusorbroughtagainstusoramemberoftheWestpac         Signatureofdirector
       GroupinrespectofanyactsoromissionsofyourAuthorised                                                                   Date(dd/mm/yy)
    online inForMation services                                                                                                             /      /
    BycompletingtheApplicationFormyoumayautomaticallyuseour            Signatory’sfullname (please print)
    • aconfidentialPersonalIdentificationNumberand/orpassword            Signatureofdirector or company secretary
       confidential.YoumusttellusimmediatelyifyouloseyourPINor                                                             Date(dd/mm/yy)
       passwordorthinksomeoneelseknowsit;                                                                                             /      /
    • youmustcomplywiththeOnlinereportingtermsofusesetout
       inSection8ofthisApplicationForm,andwemayvarythose             Signatory’sfullname (please print)
    • accesswillbegiventoyourAuthorisedRepresentativeandany           Director      CompanySecretary

BTFx1197-0310mc                                                         Page7of16
         appendix a: Your current holdings                                     Your cost histories
    Pleasecompletethissectionifyouwishtotransferanysharesinto      recordtheshareholdingsbeingtransferred.Pleaseforwardthe
    yourportfolio,ortransfercashheldinabrokingaccount.                informationinaspreadsheetbyemailtoprivateclients@btfinancial.
    Your broker                                                                comsettingouttheinformationasfollows:
    Pleasecompletethissectionifyouhaveacurrentbroker-sponsored       Name           ASX  Date      Number  Preserved  Cost
    shareholdingwhichyouwouldliketobeconsolidatedintoyour                           Code purchased of      holdings  
    Portfolio.                                                                                               shares (Mark[x]
    Brokingaccountname                                                                                             ifso)
                                                                               EgTelstra     TLS 06/06/03 2000                 $10,000
                                                                               EgTelstraDRP TLD 10/04/04 111                  $555
    Broker’sphonenumber                                                      Signatorya
     (        )                                                                                                                      Date(dd/mm/yy)
    Broker’sPID                                                                                                                          /      /
                                                                               Signatory’sfullname (please print)

                                      State           Postcode
                                                                                                                                          /      /
                                                                               Signatory’sfullname (please print)
    Your holdings
           Allholdingsintheabovementionedaccount                         please forward to:
                                                                                    mail BTElect
           Theholdingsasdetailedbelow                                                 Level5,275KentStreet
     ASX Code Name                                         Number                   fax (02)92745902

    Your cash holdings
          thesumof   $                         tobetransferred

    AccountName: WestpacSecuritiesAdministrationLimited
    Bank:             HSBC
    BSB:              342-011

BTFx1197-0310mc                                                        Page8of16
      appendix b: Margin lending                                                   external Margin lending
    Pleasecross[✘]ifapplicable.                                              PleasecompletethissectionifyourPortfoliowillbeusedagainstan
        Myportfoliowillbeusedassecurityagainsta                        externalMarginLoan.
         BTMarginLoan.                                                         Nameofloanprovider

    Ifyouselectedthisbox,thisSectionapplies.                              Loanaccountnumber
    1. Bysigningbelow,BTSecuritiesLimitedABN84000720114
        purposeofsecuringtherepaymenttotheLenderofadvances             BTUSEONLY
        interestandrights,inanycapacity,underofinrespectofany        BTSecuritiesLimitedABN84000720114
        debtorothermonetaryobligation(actualorcontingent)owedto        Executedonbehalfof
        theApplicant(s);theApplicant’s(s’)copyorcounterpartofsuch       WestpacRELimitedABN80000742478
    2. Bysigningbelow,WBRCEacknowledgesreceiptoftheoriginal
    3. BysigningthisApplicationForm,theApplicant(s)confirmthis
        in effect not withstanding any notice given by anApplicant
                                                               /     /
    Signatory’sfullname (please print)

                                                               /     /
    Signatory’sfullname (please print)

BTFx1197-0310mc                                                          Page9of16
      appendix c: certiFied copY certiFicate                                            part b: certiFier details
      — custoMer identiFication docuMents
    PleasecompletethissectionifyouarenotanexistingWestpac                Mr      Mrs    Miss     Ms          Other
      part a: custoMer details
    Title                                                                          Surname
     Mr     Mrs     Miss     Ms         Other
    Givenname(s)                                                                  Occupation

    Surname                                                                        Placeofemployment

    Dateofbirth(dd/mm/yyyy)                                                     Categoryofcertifier(seeover)
              /           /
    Residentialaddress                                                            Employmentaddress

                                      State             Postcode                                                      State             Postcode

     Country,ifnotAustralia                                                      Country,ifnotAustralia
    applicant’s signature                                                         Businessphonenumber
    (to be signed in the presence of the certifier)
                                                                                    (        )
                                                                   /   /           nameusedbythecustomer,provideanexplanationgivenbythe

                                                                                   signature oF certiFier
                                                                                   • Ihaveexaminedtheoriginalsofallthedocumentswhichareset
                                                                                      outinpart cofthisform.
                                                                                   • Thecopydocumentsattachedaretrueandcorrectcopiesofthe
                                                                                   • Thecustomersignedthisforminmypresence.
                                                                                   privacy statement:TheBankiscollectingyourpersonalinformation
                                                                                   certifier’s signature
                                                                                                                                                   /   /

BTFx1197-0310mc                                                            Page11of16
      part c: details oF docuMents certiFied                                   secondarY identiFication docuMents
    • Atleasttwo identification documentsmustbecertifiedwith           Please tick [✓] which documents(s) are certified.
       atleastonebeinga primary identification document.
    • Thecombinationofidentificationdocumentscertifiedmustcontain    docuMent                                             certiFied
       thecustomer’sfull name, residential addressanddate of birth.
                                                                              driver’s licence – Foreign*
    • Certifythefirstpageofthedocument(s)with“Thisisatruecopy
       oftheoriginaldocument”followedbytheCertifier’ssignature       security guard’s licence
    • Alldocumentsmust be current unless specified otherwise.              shooter’s/firearms licence*
    • IfanydocumentiswritteninalanguageotherthanEnglishit
       mustbeaccompaniedbyanEnglishtranslationpreparedbyan          blind citizens australian id card*
       accreditedtranslator.                                                 Multiple sclerosis society photo id card*

      priMarY identiFication docuMents                                        public service employee id card – australian*
      Please tick [✓] which documents(s) are certified.                       student id card – australian higher education
                                                                              (TAFE or University)*
    docuMent                                                  certiFied       Working with children check card
     birth certificate – australian                                          (Blue card) Queensland, VIC, WA*
     (full birth certificate or extract birth certificate)                    australian taxation office (ato) notice issued
     birth certificate – Foreign (issued by a foreign                         within the last 12 months and includes the
     government, the United Nations or an agency of the                       customer’s name and residential address
     United Nations, must be a full birth certificate)                        Financial benefits notice issued by a
     nsW birth card*                                                          commonwealth, state or territory government
                                                                              issued within the last 12 months and includes
     citizenship certificate – australian*                                    the customer’s name and residential address
                                                                              (e.g. a notice from Centrelink)
     citizenship certificate – Foreign
     (issued by a foreign government)*                                        Financial institution passbook (australian) which
                                                                              must be current and have a black light signature
     driver’s licence – australian                                            utilities notice issued by a local government or
                                                                              utilities provider within the last 3 months and
     learner’s driver’s licence – australian
                                                                              includes the customer’s name and residential
     passport – australian                                                   address.
     (can either be a current or expired within the last 2
     years; must not be cancelled, defaced or mutilated)*                     health care card – centrelink

     passport – Foreign                                                      health care card – department of veterans’
     (issued by a foreign government, the United Nations                      affairs
     or an agency of the United Nations; must not be
     cancelled, defaced or mutilated)*                                        Marriage certificate – australian

     travel document – Foreign                                               Medicare card
     (issued by a foreign government, the United Nations
     or an agency of the United Nations)*                                     commonwealth seniors health card or state
                                                                              seniors card
     boat licence – australian*                                               * must contain a photograph and signature
     taxi licence – australian*
     pension card – centrelink
     pension card – department of veterans’ affairs
     keYpass photo id card*
     18+ proof of age card
     national identity card
     (issued by a foreign government, the United Nations
     or an agency of the United Nations)*
     nsW rta photo card or proof of age card*
    * must contain a photograph and signature

BTFx1197-0310mc                                                      Page12of16
      part d: checklist For certiFier                                          part F: bank use onlY
      Must be coMpleted in Full bY the certiFier                              Bankofficer’sname
      Please tick [✓]

       Allpartsofthisformhavebeencompleted                            Branch/Department
       Atleasetwoidentificationdocumentsarecertifiedwithatleast    BSBnumber
       Thecombinationofidentificationdocumentscertifiedcontains       CustomerIDVnumber
                                                                                                           /     /
    penalty: imprisonment for 10 years.

      part e: categorY oF certiFiers
    (note: overseas customers can onlY use category 11 or 16 below)
    1. ApersonwhoisenrolledontherolloftheSupremecourtofa
    2. Ajudgeofacourt
    3. Amagistrate
    4. AchiefexecutiveofficerofaCommonwealthcourt
    5. Aregistrarordeputyregistrarofacourt
    6. AJusticeofthePeace
    7. Anotarypublic(forthepurposesoftheStatutoryDeclaration
    8. Apoliceofficer
    9. AnAgentoftheAustralianPostalCorporationwhoisincharge

BTFx1197-0310mc                                                      Page13of16
                                                                                                                   BT Elect Portfolio
                                                                                                                 investor checklist

       beFore You send us Your application…

                  Have you read the BT Elect Product Disclosure Statement? (Keep this document for your
                  Are you appointing Westpac Securities Administration Limited (WSAL) as your custodian?
                  (Remember, to be able to participate in BT Elect you must appoint a professional
                  custodian to hold your portfolio assets.) If you are appointing WSAL:
                     Have you read WSAL’s Financial Services Guide (FSG) for its custody service? (Keep
                     this document for your reference)
                     Have you completed and signed Section 10 of the Application Form (to appoint
                  Have you read the FSG for Westpac Securities Limited (trading as Westpac Broking)? As
                  outlined on page 13 of the PDS, we may use Westpac Broking to provide broking
                  services for BT Elect. Please note that the fees disclosed in the Westpac Broking’s FSG
                  are not indicative of the brokerage costs you pay for BT Elect. Because the Responsible
                  Entity is an institutional investment manager we are able to access competitive,
                  wholesale rates of brokerage as disclosed in the PDS
                  Will you be using borrowed funds from a margin lender (such as BT Margin Lending) for
                  your investment in BT Elect? If so, please complete and sign Appendix B of the
                  Application Form
                  Will you be transferring any securities into your BT Elect Portfolio? If so, please complete
                  and sign Appendix A of the Application Form
                  Have you appointed an Authorised Representative to operate your portfolio on you behalf,
                  and has this person signed and dated Section 7 of the Application Form?
                  Have you fully completed the Application Form? Please remember to sign and date the
                  Application Form at:
                     Section 6, page 4
                     Section 9, page 5
                     the Declarations, Conditions and Acknowledgements on page 6 and 7
                  Have you:
                  Provided your name and email address for online reporting on page 5?

BTFx1197-0310mc                                                                  Page15of16

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            If you need more information or if you have any questions you should contact your Authorised
            Alternatively, you can contact us as follows:
            The Manager, BT Elect Portfolio
            Level 5,
            275 Kent Street
            Sydney NSW 2000
            Phone 1800 222 790
            Fax (02) 9274 5902
            Internet www.bt.com.au
            Email privateclients@btfinancialgroup.com

            Our registered address is
            Level 20, Westpac Place,
            275 Kent Street
            Sydney NSW 2000.
                 >    registered address is
                   Level 20, Westpac Place
                   275 Kent Street
                   Sydney NSW 2000
                   More information?
                 >     to www.bt.com.au
                 >        BT Elect Client Services
                   on 1800 222 790
                   9.00am to 5.30pm (Sydney time)
BTx1197-1009bt     Monday to Friday

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