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BHP Billiton Superannuation Fund (PDF)

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									BHP Billiton Superannuation Fund
Supplementary Product Disclosure Statement 1 July 2010
QNI Division


      QNI DIVISION
      This Supplementary Product Disclosure Statement (SPDS) modifies pages of the QNI Division Product
      Disclosure Statement (PDS) dated 26 August 2009 and should be read in conjunction with the full PDS.
      For more information about the BHP Billiton Superannuation Fund, please call SuperConnect on 1800 674 702
      or visit the website at www.bhpbillitonsuper.com.
      Issued by the Trustee, Total Risk Management Pty Limited (ABN 62 008 644 353, AFSL 238790) for the
      BHP Billiton Superannuation Fund ABN 30 187 082 512.



      Government co-contribution (page 5)                                         You can nominate and vote for member representatives.
                                                                                  Member representatives must resign from their positions every
      The Government co-contribution is a contribution by the                     three years but remain eligible for re-election.
      Government to match personal non-concessional (after-tax)
                                                                                  If you have any concerns or suggestions about the Fund
      contributions you make to the Fund. Depending on your level of
                                                                                  or member services, you should feel free to approach a
      income you may be eligible for the Government co-contribution.
                                                                                  representative of the Policy Committee. The Fund’s website
      For the 2010/2011 financial year the upper income limit is
                                                                                  lists all Committee members and their contact details.
      $61,920 p.a. and the lower income limit is $31,920 p.a. The
      maximum co-contribution is available to members whose taxable
      income is less than the lower income limit.
                                                                                  Benefit payment processing (page 25)
                                                                                  Benefit payments are processed as quickly as possible after all
      The 2010 Federal Budget announced that the Government
                                                                                  required information has been received by the Fund, processing
      co-contribution matching rate of 100% with the maximum payable
                                                                                  times will vary, depending on when we receive all the required
      of $1,000 will be retained permanently. Further, indexation of
                                                                                  documentation and final contributions. If you have ceased
      the income thresholds, which determine eligibility for the
                                                                                  employment with the Company or have lodged a combined
      co-contribution and the co-contribution amount, will be frozen
                                                                                  choice of fund and portability request, the Fund will require
      for the next two financial years (2010/2011 and 2011/2012).
                                                                                  your employer to confirm that the final contributions have been
      Refer to the Australian Taxation Office website at www.ato.gov.au           paid to the Fund on your behalf and, if applicable, your date of
      for more information about eligibility for the Government                   termination of employment.
      co-contribution.
                                                                                  You have the opportunity to request a partial payment of your

      Policy Committee (page 23)                                                  benefit (subject to any minimum account balance restrictions),
                                                                                  pending receipt of all of the necessary documentation and
      The Fund also has a Policy Committee with six members. Three                contributions or you may be happy to wait until the benefit
      members are Company representatives and three are member                    can by paid in full.
      representatives.
                                                                                  Once the Fund has received all the required documentation,
      The Policy Committee provides an avenue:                                    as advised on the Benefit Payment Application Form, we will be
         for members of the Fund to enquire about the investment                  able to process your benefit payment. The Fund cannot take any
         strategy and performance of the Fund;                                    action prior to this. Processing times will vary on a case by case
                                                                                  basis, but benefits are generally paid within 5 business days after
         for the trustee of the Fund to obtain the views of members
                                                                                  we are satisfied that all requirements have been met.
         of the Fund concerning that strategy and performance;
         for members of the Fund to enquire about the Fund’s                      During the time your benefit is being processed, your benefit will
         operation or performance;                                                remain invested in your chosen investment option(s). You can
                                                                                  change your investment option(s) at any time, including after
         for the trustee of the Fund to obtain the views of members
                                                                                  submission of a benefit payment request.
         of the Fund concerning the Fund’s operation or performance;
         and                                                                      For more information about benefit payment processing, please
         for the trustee of the Fund to obtain the views of members               call SuperConnect.
         of the Fund on their information needs.




    1 BHP Billiton Superannuation Fund • Supplementary PDS QNI Division • 1 July 2010

BIL_SPDS_QNI_V1F_1006
BHP Billiton Superannuation Fund
Supplementary Product Disclosure Statement 1 January 2010
QNI Division


      QNI DIvISIoN
      This Supplementary Product Disclosure Statement (SPDS) modifies pages of the QNI Division Product
      Disclosure Statement (PDS) dated 26 August 2009 and should be read in conjunction with the full PDS.
      For more information about the BHP Billiton Superannuation Fund, please call SuperConnect on
      1800 674 702 or visit the website at www.bhpbillitonsuper.com.
      Issued by the Trustee, Total Risk Management Pty Limited (ABN 62 008 644 353, AFSL 238790) for the
      BHP Billiton Superannuation Fund ABN 30 187 082 512.




The following information is relevant to page 14 of the PDS, which explains your investment options.



 Option A                                              Asset mix
                                                       Defensive Assets 100%
 Objective                                                 Cash and short-term
 To target a net rate of return of CPI + 1.0%              money market investments 100%
 p.a. over one year, with a negligible chance of
 a negative return.




 Option B                                              Asset mix*
                                                                                                           10%
                                                                                                                 19%
                                                       Growth Assets                       40%
 Objective                                                 Australian Shares               19%
 To target a net rate of return of CPI + 2.5%              International Shares            18%     10%
 p.a. over three to five years, with the chance            Property                         2%                                18%
 of a negative return one in every five years.             Alternatives                     1%
                                                       Defensive Assets                    60%
                                                                                                                         2%
                                                           Australian Fixed Interest       20%                         1%
                                                           International Fixed Interest    20%    20%
                                                           Cash                            10%                   20%
                                                           Inflation Linked Bonds          10%

                                                                    19%                                                35%
 Option C                                    10%       Asset mix*                                          10%
                                                       Growth Assets                       70%
 Objective                                                 Australian Shares               35%
                                 10%                                                               10%
 To target a net rate of return of CPI + 3.5%              International Shares            22%
                                                                                  18%
 p.a. over five to seven years, with the chance            Property                        10%
 of a negative return one in every three to four           Alternatives                     3%   10%
 years.
                                                       Defensive Assets 2%                 30%
                                 20%                                    1%
                                                         Australian Fixed Interest         10%     3%
                                                           International Fixed Interest
                                                                    20%                    10%                   22%
                                                                                                         10%
                                                           Inflation Linked Bonds          10%




    1 BHP Billiton Superannuation Fund • Supplementary PDS QNI Division • 1 January 2010

BIL_SPDS_QNI_v1F_0912
      BHP Billiton Superannuation Fund
      Supplementary Product Disclosure Statement 1 January 2010
      QNI Division


                                                                                                                                                            2%
19%
           option D                                      10%
                                                                         Asset mix* 35%
                                                                                                                                                4%
                                                                                                                                                      4%              47%
                                                                         Growth Assets                              90%
           Objective                                                         Australian Shares                      47%                   3%
           To target a net rate of return of CPI + 4.0%
                                        10%                                  International Shares                   30%
                 18%
           p.a. over seven to ten years, with the chance                     Property                               10%            10%
           of a negative return one in every three to four                   Alternatives                            3%
           years.                    10%
                                                                         Defensive Assets                           10%
            2%
          1%                                                                 Australian Fixed Interest                4%
                                        3%
                                                                             International Fixed Interest             4%
20%                                                                                22%                                                   30%
                                                    10%                      Inflation Linked Bonds                   2%



    35%    Option E                                         4%
                                                                  2%     Asset mix* 47%                                                                    3%
                                                                                                                                                                      45%
                                                      4%                 Growth Assets                            100%
           Objective                                                         Australian Shares                      45%
                                                                                                                                                8%
                                             3%
           To target a net rate of return of CPI + 4.5% p.a.                 International Shares                   44%
           over seven to ten years, with the chance of a                     Property                                8%
                                       10%
                                                                             Alternatives & Cash†                    3%
           negative return one in every three to four years.


                                                                                                                                    44%
%                                              30%


      * The asset allocation within each option can vary within ranges approved by the Trustee as a result of market movements or for strategic purposes.
      The intent of this option is to be fully invested in growth assets, however, there will always be a very small allocation to cash for transactional purposes.
      †




              2 BHP Billiton Superannuation Fund • Supplementary PDS QNI Division • 1 January 2010

      BIL_SPDS_QNI_v1F_0912
BHP Billiton Superannuation Fund
QNI Division
Product Disclosure Statement 26 August 2009
Important notice

This Product Disclosure Statement (PDS) describes the main                   Further information
features of the BHP Billiton Superannuation Fund (BHP Billiton
Super or the Fund) QNI Division and should be read before making             The Trustee will provide all information that it believes you will
a decision to invest in the Fund.                                            reasonably need to assess the management, financial condition
                                                                             and performance of the Fund. If you are seeking further
The information in this PDS is not intended to constitute                    information about your benefit, the Fund, or the Trustee,
financial product advice. It has been prepared without taking                please contact:
into consideration your particular financial needs, circumstances
and objectives.                                                                  BHP Billiton Superannuation Fund
                                                                                 Locked Bag A5030
We recommend that you assess your own financial situation                        Sydney South NSW 1235
before making any decision based on the information contained                    Email: bhpbsr@russellsuper.com
in the PDS. You can call SuperConnect to obtain help in choosing
a licensed financial adviser who can provide advice about                    You can also call SuperConnect on freecall
financial products, based on your individual financial                       1800 674 702 (within Australia), or international call
circumstances.                                                               +61 2 9374 3902, and speak to a Service Representative or visit
                                                                             the Fund website www.bhpbillitonsuper.com.
Please note that as your employer is not a financial services
licensee nor an authorised representative, it is not permitted to            The Trustee has provided the regulator (APRA) with a bank
provide you with advice regarding the BHP Billiton Superannuation            guarantee in the sum of $5 million. This guarantee is a minimum
Fund or any other superannuation product.                                    capital requirement for TRM and provides comfort in the event of
                                                                             any default in relation to the operation of the Fund. A copy of the
A formal dispute resolution system has been set up by the Fund.              guarantee is available on request.
Details of this system are contained on page 24 of this PDS.
The information contained in this PDS is correct at the time of
publishing. Changes to Government legislation or superannuation
rules after this date may affect its accuracy. If there is a material
change to any of the information in this PDS, the Trustee will
issue a supplementary or revised PDS. A copy of the most recent
PDS is provided to prospective members and available to all
members on the Fund website www.bhpbillitonsuper.com or
by calling SuperConnect.
If a change is not materially adverse to members, the Trustee will
instead provide the updated information to members via the Fund
website and by the newsletter, SuperTalk. A paper copy of this
information will be sent to any member, free of charge, on request.
This document is issued by the Trustee,
Total Risk Management Pty Limited (TRM)
ABN 62 008 644 353, AFSL 238790 for the
BHP Billiton Superannuation Fund ABN 30 187 082 512.




BHP Billiton Superannuation Fund • Defined Contribution Division Part 17 • 26 August 2009
Super Talk




What’s inside

Contents                               Contact us:
                                          Call SuperConnect on freecall 1800 674 702, or international
                                          call +61 2 9374 3902
Welcome to the Fund               2
                                          Email a Service Representative at bhpbsr@russellsuper.com
Contributions to your super       3
                                          Write to:   BHP Billiton Superannuation Fund
Insurance cover to protect you    6                   Locked Bag A5030
                                                      Sydney South NSW 1235
Other benefits through the Fund   9       Visit our website at www.bhpbillitonsuper.com

Investing your super              12

Accessing your super              16

Tax and your super                17

Fees and charges                  20

Managing your Fund                23

More information                  24

Leaving BHP Billiton              25

Forms




                                                BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 1
Welcome to the Fund

BHP Billiton Super’s QNI Division is an accumulation-style               You can always obtain information about your superannuation
superannuation fund where your superannuation savings                    and personal benefits by calling SuperConnect on 1800 674 702
will grow according to contributions and investment earnings.            or by visiting the website at www.bhpbillitonsuper.com.
Deductions are made from your account for fees and charges.
                                                                         You will receive regular communication from the Fund in the
This Product Disclosure Statement (PDS) is designed to help you          future. It’s important you take the time to read Fund
become familiar with your benefits. Please file this PDS somewhere       communications as they will help you to be aware of and make
handy, as you may need to refer to it from time to time.                 the most of your superannuation benefits with BHP Billiton.



 QNI Division – Key features at a glance

                                    You can choose how your super is invested. The Fund offers you five investment options A, B, C, D
 Investment choice                  and E. Your investment is unitised and unit prices are updated daily.

                                    The Fund offers death, total and permanent disablement (TPD) and salary continuance
 Insurance cover                    insurance cover.


                                    You have access to a phone helpline through SuperConnect and information online through the
                                    Fund’s website at www.bhpbillitonsuper.com.

 Member services                    You can call SuperConnect on freecall 1800 674 702 (within Australia), or international call
                                    +61 2 9374 3902, with any enquiry and speak with a Service Representative between 8.30am and
                                    5.30pm Monday to Friday (Eastern Standard Time). An interactive voice response service is available
                                    between 6am and 2am (Eastern Standard Time), seven days a week.


                                    You have access to a network of financial advisers through SuperConnect. You can also attend
 Financial advice                   financial education workshops run by Russell Financial Solutions.

 Investment management              The estimated investment management fee for the Fund’s investment options range from 0.02% p.a.
 fees                               to 0.68% p.a., deducted from the investment returns.

 Spouse Division                    You can establish superannuation savings for your spouse with the Fund in the Spouse Account Division.

 Retained Benefits Division         When you leave BHP Billiton you can keep your money with the Fund in the Retained Benefits Division.

 Pension Division                   You can convert your lump sum benefit into income in retirement through the Fund’s pension products.

                                    A licensed Trustee company is responsible for your superannuation with directors who have extensive
 Fund management                    experience in all aspects of superannuation management. A Policy Committee represents your
                                    interests as a member of the Fund.


Important note
If you transfer to another employer within BHP Billiton you will no longer be eligible to remain in the QNI Division. Your benefit will be
transferred to another part in the Defined Contribution Division of the Fund, where different benefit arrangements and fees will apply.




2 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
Contributions to your super

Your superannuation savings                                          Under choice of fund legislation, you may be able to direct
                                                                     your future super contributions to another fund. Contact your
Your superannuation savings are made up of:                          HR Representative for more information.
   Company contributions, that is contributions made on your
   behalf by BHP Billiton,                                           Your contributions
   Your contributions,                                               Making your own contributions to super is one way to help
                                                                     ensure that, by the time you retire, you have saved enough
   Rollovers,                                                        money to enjoy the retirement lifestyle you want.
   Government co-contributions (if you are eligible), and            You can make contributions to your Member Account in two ways:
   Net investment earnings on your account.                             regular contributions (as a percentage of TEC or a dollar
All contributions are credited to your account upon receipt by the      amount per month), and/or
Fund as either a concessional contribution or a non-concessional        lump sum contributions (as a dollar amount at any time).
contribution. BHP Billiton forwards all contributions to the Fund
in accordance with your pay cycle and superannuation legislation.    Your contributions, either regular or lump sum, can be made
                                                                     from before-tax (concessional) or after-tax (non-concessional)
                                                                     contributions.
Company contributions
All employers in Australia must contribute to a superannuation
fund on behalf of their employees.                                    Fees and charges
Company contributions for (most) members in the QNI Division          BHP Billiton pays all the administration costs for members of
are equal to 11% of Total Employment Cost (TEC). Your TEC is          the QNI Division. BHP Billiton also pays the insurance premium
equal to your cash salary plus certain benefits, including the        for the basic death, total and permanent disablement (TPD)
Company’s contribution of 11% of TEC. For example, if your            and salary continuance insurance cover provided to members
cash salary is $100,000 and no other benefits are considered,         of the QNI Division. Members pay for any additional insurance
your TEC will equal $112,360 and the Company’s superannuation         cover they choose.
contributions will equal $12,360 (11% of $112,360).                   Fees and charges are shown on your Annual Benefit Statement.
Each quarter the Company will ensure that its contributions are       Daily unit prices are net of the investment management fee of
no less than 9% of your Ordinary Time Earnings (OTE) up to the        your chosen investment option/s. No commissions are paid.
quarterly Superannuation Guarantee Maximum Earnings Base.
OTE is what you earn for your ‘ordinary hours of work’, and in
addition to your normal salary, may also include (but is not
                                                                     Leave without pay
limited to) over-award payments, commissions, incentive              If you take leave without pay from BHP Billiton, you can make
bonuses, shift allowances and paid leave.                            contributions during the period of leave. Your company
                                                                     contributions will be suspended during this period.
These Company contributions, less contributions tax, will be
credited to your Employer Account. As you have the option            Your death and TPD cover will continue for up to 12 months. If you
of applying for additional death and total and permanent             are on leave without pay for longer than 12 months, you are not
disablement insurance, any premiums payable for additional           covered for death and TPD beyond the initial 12 month period.
insurance will be deducted from your Employer Account.
                                                                     If you intend to take leave without pay, please call SuperConnect
                                                                     to discuss your options.
 Employer Account is made up of company contributions
 together with investment earnings less any applicable
 taxes and the premium for any additional insurance cover
 you have purchased.
 Member Account is made up of your own contributions
 together with investment earnings less any applicable taxes.




                                                                         BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 3
“You can make your own contributions to
 boost your retirement savings.”




 Concessional and non-concessional                                                           We recommend that you monitor the total amount of concessional
                                                                                             and non-concessional contributions that you make to
 contributions                                                                               superannuation in any financial year. You should not rely on the
                                                                                             Fund or your employer to do this on your behalf. If you contribute
 It is important to understand the difference between concessional                           in excess of the relevant contribution limit, you will have to
 contributions and non-concessional contributions, as different tax                          pay excess contributions tax. You should read the information
 rates will apply to each type of contribution, particularly if you                          on pages 17-19 about taxation to make sure you understand
 exceed the contribution limits. These limits, set by legislation,                           the impact of this excess taxation. The following table shows
 are the amount of superannuation contributions that are taxed                               a comparison of concessional and non-concessional contributions.
 at a concessional rate. If you make contributions in excess of these
 limits, you will have to pay additional tax.



                                  Concessional contributions                                                     Non-concessional contributions
   Definition                     Contributions made from your before-tax salary,                                Contributions made from after-tax money.
                                  including salary sacrifice contributions* and
                                  Company contributions.

   Tax benefits                   As concessional contributions are made from your pay                           Non-concessional contributions do not attract
                                  before income tax has been deducted, this lowers your                          additional tax provided they are within the
                                  taxable income and may have tax advantages, depending                          contribution limit identified below – which
                                  on your marginal income tax rate.                                              means more money invested in a tax effective
                                                                                                                 system, working for you.

   Contribution                   If you are under age 50, the concessional contribution                         The non-concessional contribution limit is
   limits                         limit is $25,000 for each financial year, from 1 July 2009.                    $150,000 for each financial year, from 26
                                  This limit will increase with indexation.                                      August 2009. If you are under age 65 on 1 July
                                                                                                                 in a financial year, you can ‘bring forward’ 2
                                  If you are over age 50 at the end of a financial year the
                                                                                                                 years’ contributions. This would give you a limit
                                  concessional contribution limit for that year is $50,000
                                                                                                                 of $450,000 for the 2009/2010 financial
                                  (until 30 June 2012).
                                                                                                                 year, provided that your non-concessional
                                                                                                                 contributions in 2007/2008 and 2008/2009
                                                                                                                 were $150,000 or less.

   Tax implications**             Concessional contributions are taxed in the Fund at 15%.                       Contributions in excess of the relevant limit will
                                                                                                                 incur tax at the rate of 46.5%.
                                  Contributions in excess of the relevant limit will incur an
                                  additional tax at the rate of 31.5%.                                           On withdrawal your benefit will be tax-free if
                                                                                                                 you are over age 60. If you are under age 60,
                                  Any excess concessional contributions will count
                                                                                                                 tax will be payable on the taxable component
                                  towards your non-concessional contribution limit for
                                                                                                                 of your benefit. Non-concessional contributions
                                  that financial year.
                                                                                                                 form part of the tax-free component, but
                                  On withdrawal, your benefit will be tax-free if you are                        investment earnings on those contributions
                                  over age 60. If you are under age 60, tax may be payable                       form part of the taxable amount.
                                  on the taxable component of your benefit. Concessional
                                  contributions form part of the taxable component.

 * Note that salary sacrifice contributions can be made until you turn 75, if you are employed on at least a part-time basis.
 ** Refer to ‘Tax and your super’ on pages 17-19 for more information about taxation.




 4 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
                                                                                                       Contributions to your super

“You may be eligible for the Government co-contribution,
 which means more savings for you.”




 Government co-contribution                                                 Contribution splitting
 The Government co-contribution is a contribution by the                    Government legislation allows you to split some superannuation
 Government to match personal non-concessional (after-tax)                  contributions made to your account with your spouse. You can
 contributions you make to the Fund. Depending on your                      split what are called ‘splittable contributions’ made during the
 level of income you may be eligible for the Government                     previous financial year up to the lesser of 85% of your concessional
 co-contribution. For the 2009/2010 financial year the upper                (before-tax and Company) contributions and the concessional
 income limit is $61,920 p.a. and the lower income limit is                 contribution limit. Restrictions apply if your spouse is over his/her
 $31,920 p.a. These limits are indexed annually. The maximum                preservation age.
 co-contribution is available to members whose taxable income
                                                                            Amounts received by the Fund that cannot be split include non-
 is less than the lower income limit. The maximum co-contribution
                                                                            concessional contributions, employer termination payments, and
 reduces progressively and is zero once taxable income reaches
                                                                            rollovers from a previous superannuation fund. If you intend to leave
 the upper limit.
                                                                            the Fund you will be able to split any splittable contributions before
 Following the Federal Budget 2009, the Government has                      you exit. Once your benefit has been rolled over to another fund,
 temporarily reduced the maximum rate of co-contribution                    you will lose the ability to split contributions made to the Fund.
 as follows:
                                                                            For more information about ‘splittable’ contributions refer to the
  If you make a personal after-tax contribution of $1,000 and your          Australian Taxation Office (ATO) website at www.ato.gov.au/super.
  income is less than the lower income threshold*                           Your Annual Benefit Statement will include details of your
  Financial year                                  Maximum co-contribution   contributions for each financial year. To apply for a contribution
                                                                            split you must submit a completed Superannuation Contribution
  2008/2009                                                 $1,500          Splitting Application Form. This form is available on the Fund’s
                                                                            website or by calling SuperConnect.
  2009/2010, 2010/2011, 2011/2012                           $1,000
                                                                            The benefits of contribution splitting will vary, depending on your
  2012/2013, 2013/2014                                      $1,250          personal circumstances. We recommend that you seek advice,
                                                                            based on your own situation, before making a decision to split your
  2014/2015                                                 $1,500          contributions. Once you split your contributions with your spouse,
                                                                            these become the property of your spouse and cannot be
 * The income thresholds are indexed each year at 1 July.                   transferred back to you.
 Refer to the Australian Taxation Office website at www.ato.gov.au          Contributions that you split with your spouse will still count
 for more information about eligibility for the Government                  towards your own contribution limits.
 co-contribution.
                                                                            To split contributions made in a financial year you must complete
                                                                            a Contribution Splitting Application Form available on the Fund’s
 Rollovers                                                                  website or by calling SuperConnect and return it to the Fund by
                                                                            1 June in the following year.
 If you have superannuation savings in other funds, you may
 want to roll over those accounts into the BHP Billiton
 Superannuation Fund. Having more than one super account
 is not only confusing, but it may also make it hard for you to
 see just how much super you’ve got. By having just one super
 account:
    you’ll know exactly how much super you have in total,
    you’ll know you have no lost super lying around,
    it’s easier to manage your overall investment strategy, and
    you may save on fees with one super account and one set
    of fees.
 All you need to do is complete the Rollover form available from
 the website or by calling SuperConnect. You will be issued with
 a rollover confirmation letter once the transaction is complete.
 In order to process a rollover, your previous fund may need to
 know the legal name of your new fund, which is BHP Billiton
 Superannuation Fund (ABN 30 187 082 512). They might also
 require a ‘Compliance Letter’. SuperConnect will fax or mail
 you this letter on request.




                                                                                BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 5
Insurance cover to protect you

Death cover                                                                * Fixed term employees are those employed under a contract of employment for a
                                                                             fixed term, with similar conditions as permanent employees (annual leave, sick
Death cover provides an insured lump sum payout, in addition                 leave and participation in incentive programs).
to your account balance, if you die.
To advise the Trustee whom you would prefer to receive your
                                                                           Your insurance cover
death benefit payable from the Fund it is important that you
complete a Nomination of Dependants Form. You have the choice              Basic death and disablement insurance cover
to make either a non-binding or a binding nomination – refer to            As a member of the QNI Division, you receive basic death and
the section “Nominating your dependants” on page 8 for more                total and permanent disablement (TPD) insurance cover at no cost
information.                                                               to you. The premium for this basic cover is paid by the Company.
                                                                           This basic level of cover is calculated as 16% of Total Employment
Total and Permanent Disablement (TPD) cover                                Cost (TEC)* times years and complete months to age 65.
If you are working 10 hours or more per week, to become eligible           Your death and TPD benefit is calculated as the sum of the
for a total and permanent disablement (TPD) benefit, you must be           balances in your Member Account and Employer Account
physically or mentally disabled (through illness, infirmity or accident)   together with your basic and additional (if any) insured amounts,
such that the Trustee considers that you are likely to be permanently      all calculated as at the date of payment of your benefit. This
incapable of obtaining or continuing in suitable employment, having        amount may be limited depending on the insurer’s underwriting
regard to your qualifications, training and experience.                    requirements.
If you are working less than 10 hours per week (averaged over              * Your TEC means your total cost of employment, being the value of your cash
the preceding 13 week period or on a pro-rata basis if you have              salary, any benefits provided and the cost of any benefits related to your
                                                                             employment (fringe benefits tax incurred, your Employer’s superannuation
worked less than 13 weeks), you may qualify for a TPD benefit                contributions as well as any shift allowance required to be paid by your Employer).
under more limited circumstances.
The Trustee will consider the advice of two or more registered medical     Additional death and disablement insurance cover
practitioners in deciding whether you meet the definition of TPD.          In addition to your basic death and TPD insurance cover, you may
If you are totally and permanently disabled you will receive a             be able to purchase additional death and TPD insurance cover. The
lump sum benefit calculated in the same way as the death benefit.          premium payable for this additional insurance will be deducted
There is normally a six-month waiting period between the date              from your Employer Account. The cost of additional insurance at
you last attended work and when your TPD claim is assessed.                the time of printing is $1.18 per annum per $1,000 of sum insured.
However, if you think you are eligible for a TPD benefit, you              Members will be advised of any changes in this premium rate.
should still notify the Fund as soon as possible. The appropriate          The additional insured amount would be equal to 15% of your
claim forms are available from SuperConnect. In certain                    TEC for each year (in years and complete months) between the
circumstances, this six-month waiting period might be waived,              date of death or disablement and your 65th birthday. The
e.g. if you are diagnosed with a terminal illness.                         availability of this additional insurance may depend on the
                                                                           results of a medical examination.
Salary continuance benefit
Salary continuance insurance provides you with an income if you            Example: calculating a death benefit
are totally but temporarily disabled. You may be entitled to               Assume you died at age 45 (20 years before your 65th birthday)
receive an income for up to two years equal to 75% of your TEC             when your TEC was $50,000 per annum. Assume also that you
at the date of your disablement, with the payment commencing               had contributed $10,000 which had accumulated with investment
90 days after the date of disablement. This amount may be limited          earnings in your Member Account to $13,000 and you had
depending on the insurer’s underwriting procedures.                        $20,000 in your Employer Account.
If the Trustee and TOWER decide that you are eligible to receive           Your death benefit would be:
a salary continuance benefit, you would remain a member of the
QNI Division, investment earnings would continue to be applied              Your Member Account                                          $13,000
to your Member and Employer Accounts and BHP Billiton would                 +
continue to make contributions for you.                                     Your Employer Account                                        $20,000
                                                                            +
Eligibility                                                                 Basic insurance (16% of $50,000 for 20 years)                $160,000
To be eligible for insurance cover you must be an Australian
                                                                            =
resident aged between 15 and 64 years of age.
                                                                            Total Benefit Payable                                        $193,000
All eligible employees, including permanent, casual and fixed
term employees*, will be covered for death and TPD benefits.               If you had bought additional insurance, the additional payment
Employees who are eligible for salary continuance cover include            would be an amount calculated as:
permanent employees who work 10 or more hours per week and                 15% of $50,000 for 20 years = $150,000
eligible fixed term employees who work 10 or more hours per week.



6 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
“Insurance cover protects you and your family when you
 need it most to help cover for the loss of income.”




 Making a claim                                                            Leave without pay
 All death and TPD cover is insured with TOWER. While TOWER is             If you take leave without pay from BHP Billiton, you can make
 involved in the claims assessment process the Trustee makes the           voluntary contributions (AVCs) during the period of leave. Your
 final decision on claims.                                                 company contributions will be suspended during this period.
                                                                           Your death, TPD and salary continuance cover will continue and
 Death benefit                                                             the death and disablement insurance charge will continue to be
 The assessment time for death benefit claims can vary. In the             deducted from your account if you had taken out the additional
 worst case, it may take several months, depending on the number           insurance cover option. If you are on leave without pay for longer
 of parties involved and the need to comply with legislation               than 12 months, your death cover will continue but your TPD and
 governing the payment of death benefits.                                  salary continuance benefits would only be payable under limited
                                                                           circumstances beyond the initial 12 month period of leave.
 If your family or legal personal representative needs to claim
 a death benefit, they must contact SuperConnect for the                   If you intend to take leave without pay, please call SuperConnect
 appropriate forms.                                                        to discuss your options.

 Disablement benefits                                                      Working overseas
 The assessment time for TPD benefit claims is usually much                If you are an Australian resident seconded and working overseas,
 longer than for a death benefit claim. It may take many months,           insurance cover will continue for a period of up to 3 years,
 depending on the circumstances of each case and the number                provided the policy is in force and premiums continue to be paid.
 of medical reports required by the insurer and the Trustee.               This period may be extended subject to the insurer’s written
 There is normally a six-month waiting period from the date you            approval prior to the expiry of the 3 year period.
 last attended work to the time that your TPD claim is assessed.
 In certain circumstances, the Trustee and insurer may decide              If you are a non-Australian resident on a temporary working visa
 to waive the six-month waiting period, e.g. if you are diagnosed          (approved by the insurer), your insurance cover will continue for
 with a terminal illness.                                                  a period of up to 3 months, after which all cover will cease.

 If you think you are eligible to claim a TPD benefit, you should notify   Note that if a TPD and/or salary continuance claim arises, TOWER
 the Fund as soon as possible, regardless of the six-month waiting         reserves the right to request your return to Australia for claims
 period. The appropriate claim forms are available from SuperConnect.      assessment prior to the payment of any benefits.


 If you leave the Company                                                  Choice of fund and portability
 If you’re under 65 years of age when you leave BHP Billiton, you          “Choice of Fund” is the legislation that permits future employer
 will continue to have death, TPD and salary continuance cover for         contributions to be directed to a fund of your choice, while
 up to 60 days after you leave the Company, at no expense to you.          portability is the legislation that deals with the transfer of existing
                                                                           super balances to another fund.
 Death and disablement cover continuation option                           Note that:
 When you leave BHP Billiton you may be able to continue your                 If you choose to direct your future contributions to another
 insurance cover by purchasing an individual policy from TOWER                fund, your existing benefit will remain in the Fund (i.e. the BHP
 (subject to the terms and conditions applicable to individual                Billiton Superannuation Fund), your account will continue to be
 policies at the time of purchase). If you wish to take out an                debited with the insurance charge (if you have purchased the
 individual insurance policy from TOWER, you must do so within                additional insurance cover);
 60 days of leaving the Company.
                                                                              If you choose to direct your future contributions to another
 This continuation option is available for death, TPD and salary              super fund and decide to transfer your existing account
 continuance cover in you are under 60 and not leaving due to                 balance out of the Fund, your death, TPD and salary
 disability, poor health or joining the armed forces. In the case of          continuance insurance cover will cease immediately; and
 salary continuance you must be commencing full time employment
 with another Company within 90 days of leaving BHP Billiton.                 If you later decide to rejoin the Fund, in accordance with
                                                                              the choice of fund legislation, you will have to provide health
 For more information please call SuperConnect.                               evidence that is acceptable to the insurer in order to receive
                                                                              basic and additional voluntary insurance cover.




                                                                                BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 7
Insurance cover to protect you




Nominating your dependants                                                  With a non-binding nomination, the Trustee will consider your
                                                                            personal circumstances at the time of death to determine who should
If you die while you are a member of the Fund, your account balance         receive your benefit.
will generally be paid to your dependants or your Legal Personal
Representative. To advise the Trustee of your preference(s) for the         Binding nomination
payment and distribution of your death benefit in the Fund, it is
important that you complete a Nomination of Dependants Form. You            A binding nomination gives you some control, within certain bounds,
have the choice to make either a non-binding or a binding nomination        on who receives your death benefit. A valid binding nomination is
– refer below for more information about each type of nomination.           legally binding, meaning that the Trustee is required by law to pay
                                                                            your death benefit to the person(s) nominated by you.
In terms of superannuation law, the people that you are able to
nominate to receive your death benefit are:                                 To make a valid binding nomination, you must complete the relevant
                                                                            sections of the Nomination of Dependants Form. In particular, you
   your spouse (including a de facto partner of the same or opposite        will need to:
   sex who is living with you on a genuine domestic basis in a
   relationship as a couple or with whom you are in a relationship             nominate individuals who satisfy one of the “dependants”
   that is registered under relevant State or Territory law);                  relationship criteria, or alternatively nominate your “Legal
                                                                               Personal Representative” or “Estate” if you wish your death
   your children (including adopted children, step children and                benefit to be paid to your Estate*;
   children born outside of marriage) and any child who is the
   child of your spouse;                                                       ensure that the percentages allocated to the nominated
                                                                               individual(s) add up to 100%;
   any person who is financially dependent on you;
                                                                               sign and date the nomination form in the presence of two
   any person with whom you have an interdependency                            witnesses;
   relationship including:
                                                                               have the form signed by two witnesses (who must be over
       any person with whom you have a close personal relationship             18 years of age and not be nominated as dependants); and
       and live with, where one or both of you also provides ongoing
       financial support, domestic support and personal care; and              have these two witnesses complete the declaration in the form.

       any person with whom you have a close personal relationship          A binding nomination will remain in place for a period of three
       where, because of a disability, the above requirements of            years from the date it was signed by you unless it is replaced,
       living together, financial support, domestic support and             revoked or reconfirmed within this time. You can:
       personal care are not able to be satisfied.                             re-confirm your binding nomination for a further three years
If you do not make a nomination, your benefit will be paid to your             (prior to the expiry date of the nomination) by submitting a
dependants or to your Estate, as determined by the Trustee. Tax may            written reconfirmation request. The request must be signed
be payable on your death benefit – refer to page 17-19 for more                by you but does not need to be witnessed; or
information. You can nominate your dependants on the Nomination                replace your binding nomination via the same process used to
of Dependants Form available in the back of this PDS or on the                 make the original nomination, i.e. complete a new Nomination
Fund’s website.                                                                of Dependants Form, including the witnessing process. If the
If you die while a member of the Fund, your benefit is automatically           Fund receives a new Nomination of Dependants Form, it will
moved from whichever Option(s) it is invested in, to Option A upon             automatically replace any existing binding nomination held
receipt of notification of death by the Fund. This is to ensure that           by the Fund.
the benefit is not exposed to the risk of a downward movement in            If you do not re-confirm or replace your binding nomination it will
investment markets, pending receipt of any insured death benefit            expire at the end of the three year period and will be treated in the
and while the Trustee decides to whom the benefit is to be paid.            same way as a non-binding nomination, that is, the Trustee will
Any insurance proceeds received will also be invested in Option A           make the final decision as to who will receive your death benefit.
on receipt from the insurer, pending payment from the Fund.
                                                                            If your binding nomination is valid at the date of your death, the
                                                                            Trustee is required to pay your death benefit in accordance with
Non-binding nomination
                                                                            your instructions. You should be aware that a binding nomination
With a non-binding nomination, the Trustee makes the final decision         will not necessarily become invalid in the event that your personal
on who will receive your death benefit. Superannuation law seeks            circumstances change. As such it is important you review your
to ensure that it is paid to people with whom you have a close              nomination regularly to ensure it remains up-to-date.
personal relationship or who are financially dependent on you.
                                                                            * Note: You should note that the relationship between you and each of the
You can advise the Trustee of whom you want to receive your                   nominated dependants will not be investigated at the time of receipt of a
                                                                              binding nomination but will be validated at the date of death. In the event that
benefit by completing the relevant sections of the Nomination
                                                                              a nominated dependant is not an eligible dependant under superannuation law
of Dependants Form.                                                           at the date of death (i.e. no longer financially dependent, has pre-deceased the
                                                                              member etc), then the WHOLE binding nomination will be treated as invalid.
The Trustee will consider your nomination before paying out the money,        An invalid binding nomination will be treated in the same way as a non-binding
so it’s important to keep your nomination up-to-date, and to pay              nomination.
attention to who qualifies as a ‘dependant’. It’s a good idea to complete
a new beneficiary nomination form whenever your circumstances
change, eg. through marriage, divorce or if you have a new child.

8 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
Other benefits through the Fund




Member services to help you make                                     Attend the education seminars
the most of your super                                               As a member of the BHP Billiton Superannuation Fund you have
                                                                     the opportunity to attend financial education seminars run by
                                                                     Russell Financial Solutions (RFS). Each year education seminars
Visit the website at www.bhpbillitonsuper.com                        are held at major BHP Billiton worksites.
The Fund’s website houses a wealth of useful information. It gives
                                                                     These education seminars are your chance to learn more about the
you access to your account details and investment choices, which
                                                                     latest developments in the superannuation industry and how they
you can update and change at any time. You can also explore the
                                                                     may impact your superannuation benefit. Attending a seminar puts
latest news about superannuation on the home page, access
                                                                     you in a position to learn more about how you can make to the
education campaigns and other Fund communications and take
                                                                     most of your investment in superannuation and get the best
advantage of the Fund’s modelling tools.
                                                                     possible value from the products and services available to you
                                                                     through the Fund.
Call the SuperConnect helpline on 1800 674 702
                                                                     Topics covered at these seminars typically include:
You can call SuperConnect (with your member number and PIN
ready) to have your superannuation questions answered. You can          retirement planning,
also request copies of past annual reports and newsletters and          issues to consider when it’s time to receive a benefit,
the rules of the Fund. SuperConnect is open Monday to Friday,
8.30am to 5.30pm (Eastern Standard Time). Our interactive voice         personal savings plans, and
response system is available between 6am and 2am (Eastern               balancing immediate financial needs with the importance
Standard Time) seven days a week.                                       of saving for your financial needs later in life.

                                                                     Access to financial advice
                                                                     If you need a little more information that what is provided to you
                                                                     through Fund’s communications, you can call SuperConnect and
                                                                     speak with a Service Representative who can give you limited
                                                                     advice by:
                                                                        answering questions about your benefit entitlements, and
                                                                        providing you with limited personal guidance about
                                                                        superannuation and retirement issues.




                                                                         BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 9
“Access to products that can help you establish savings for
 your spouse or retirement income for you.”




 Adviser Referral Program                                              Pension options – income
 If you need financial advice, the Fund offers you the Adviser
 Referral Program managed by RFS. You can call SuperConnect
                                                                       in retirement
 to be put through to a RFS representative who can appraise            If you are at or near retirement, wanting to work part-time only or
 your personal needs and refer you to a financial adviser.             just planning ahead, you have the opportunity to keep your benefit
                                                                       with the Fund in a pension product. Investing in the Fund’s Pension
 RFS has selected third party advisers to participate in our
                                                                       Division gives you peace of mind that the same people who looked
 Adviser Referral Program on the basis of their experience,
                                                                       after your superannuation money while you were working will keep
 their educational qualifications and skill sets. They are familiar
                                                                       your money working hard for you in retirement.
 with the BHP Billiton Superannuation Fund and the Fund’s
 investment process. The advisers who participate in the program
 are monitored by RFS on a yearly basis.
                                                                       Transition to Retirement Pension
                                                                       A Transition to Retirement Pension (TRAP) is available to you
 The first consultation with an adviser will be provided at no cost
                                                                       if you wish to access your super prior to retirement. If you are
 to you. After this initial introduction, any ongoing relationship
                                                                       under age 65 and have not retired, you can access your super
 and services are entirely up to you and your adviser on a fee for
                                                                       through the Fund’s Account Based Transition to Retirement
 service basis. Please ensure that you receive a copy of your
                                                                       Pension (Account Based TRAP). The pension can provide you
 adviser’s Financial Services Guide (FSG) which will outline their
                                                                       with a regular income stream from your super while you are
 basis for charging fees and the range of services they can provide.
                                                                       still working, provided you have reached your preservation age
 Neither RFS, BHP Billiton, nor the Fund receives any commissions      (currently age 55), then allow you to easily transition your super
 or fees for referring you to a financial adviser.                     into another retirement product when you retire.

 Spouse Account – establishing
 savings for your spouse
 You can establish superannuation savings for your spouse with
 the Fund in the Spouse Account Division.
 Your ‘spouse’ includes a person (of the same or different sex) who
 is living with you on a genuine domestic basis in a relationship as
 a couple or with whom you are in a relationship that is registered
 under State or Territory law. The Trustee is required to determine
 whether your spouse, if not legally married to you, meets this
 definition.
 Making contributions to a spouse account during your working
 years means you and your spouse will both have super savings
 from which to draw an income when you retire. You may also
 be able to benefit from potential tax savings.
 In addition, the Government currently offers a tax rebate of up
 to $540 p.a. to members who contribute to a spouse account,
 provided their spouse earns less than $13,800 a year and is an
 Australian resident for tax purposes.
 Please refer to the Fund’s Spouse Account Product Disclosure
 Statement for more information. If, under choice of fund or
 portability legislation, you decide to leave the Fund, your spouse
 can retain his/her Spouse Account.




 10 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
                                                                                           Other benefits through the fund

“You can keep your super with the Fund even
 after you leave the Company.”




 Account Based Pension                                                 Retained benefits – keeping your
 If you wish to permanently retire from the workforce and have
 reached your preservation age or if you are over 60 when you
                                                                       super with the Fund
 leave BHP Billiton, you can invest in the Fund’s Account Based        If you leave the Company, there’s no need to leave the Fund.
 Pension. The Account Based Pension is a tax effective facility that   If you leave BHP Billiton before you retire, you have the option
 allows you to convert your lump sum superannuation benefit into       to keep your benefit in the Retained Benefits Division (RBD) of
 a flexible source of income in retirement. You can choose the         the Fund or transfer to another complying superannuation fund.
 amount of your pension payments each year, provided you
                                                                       The RBD provides former employees of BHP Billiton the
 withdraw the minimum amount, as specified by legislation.
                                                                       opportunity to keep their super with the Fund and continue to
 For more information about the pension products available to you      enjoy the many benefits of membership. Members in the RBD can
 refer to the Pension Division Product Disclosure Statement            also have their new employer make contributions to their account.
 available on the Fund’s website or by calling SuperConnect.
                                                                       When you leave BHP Billiton your benefit will automatically be
                                                                       transferred to the RBD. For more information about the Fund’s
                                                                       Retained Benefits Division refer to the Product Disclosure
                                                                       Statement of the RBD.
                                                                       Refer to page 25 for more information about your options when
                                                                       you leave BHP Billiton.




                                                                          BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 11
Investing your super

Investment objective                                                          Unit prices are updated daily and rise and fall depending on investment
                                                                              returns. The value of your benefit varies according to changes in the
The investment objective of the Fund is to maximise investment                unit price(s) of your chosen investment option(s). The declared unit
earnings and retirement benefits for members within acceptable                prices are net of tax on investment earnings and investment
risk parameters.                                                              management fees.
The investment strategy set by the Trustee:
                                                                              Switching
   takes a long-term approach,
                                                                              You can change your investment option at any time. The Fund offers
   reduces risk by spreading the assets over a number of investments          daily investment switching. The switch will generally take effect three
   and investment managers, and                                               business days after the request has been received by the Fund.
   allows the use of derivatives if their use is consistent with the          To change your investment option you do so by either:
   underlying investment strategy.
                                                                                 going online at www.bhpbillitonsuper.com,
Investment returns applied to members’ accounts will vary from year
to year and, like all investments, may be positive or negative. It is also       calling SuperConnect on 1800 674 702 to speak to a Service
possible that earnings may grow at less than the rate of inflation over          Representative who can help you,
a particular period of time.
                                                                                 choosing one or two investment option(s) on the Member
                                                                                 Investment Choice Form at the back of this PDS, or
Member Investment Choice
                                                                                 completing a Change of Investment Option Form available
You can choose an investment strategy that is right for you with the
                                                                                 on the Fund’s website.
Fund’s Member Investment Choice. You can choose to invest your
current benefit and future contributions in up to two of the five different
investment options – A, B, C, D and E. When you first become a member
                                                                              Blending
of BHP Billiton Super your account will be invested in the Fund’s default     Investing your super across more than one investment option allows
investment option, which is Option C. Refer to ‘switching’ below for          you to create your own particular investment mix with different
more information on how to change your investment option.                     weightings across the underlying asset sectors. This is called ‘blending’.
                                                                              As an investor, you will be able to exercise greater control over the mix
To make an investment choice, you need to nominate the percentage
                                                                              of assets in your investment portfolio.
of your current benefit and/or future contributions that you want
invested in your chosen option(s).                                            Some of the Fund’s options are diversified across various asset classes
                                                                              and some options are predominantly invested in one asset class.
While you can only choose up to two investment options, you can vary
                                                                              When making investment decisions you should consider whether your
the percentages that apply to your current benefit and your future
                                                                              overall investment in the Fund is adequately diversified taking into
contributions. For example, you may choose to invest 50% of your
                                                                              consideration your personal circumstances, including investments you
current benefit in Option A and the remainder in Option B, and then
                                                                              hold outside of BHP Billiton Super.
choose to invest 70% of your future contributions in Option A and the
remainder in Option B.
                                                                              Hedging
If you choose to invest in different proportions in two options, your
allocation will be applied once only and will not be rebalanced to            The Fund has exposure to international investments of various types.
maintain the weighting.                                                       The investment returns to Australian investors with international share
                                                                              investments are subject to currency risk. This is because the value,
Please note that investment options are not capital guaranteed.               in Australian dollars, of a foreign investment can change regardless
Consequently, the value of the investment may rise or fall.                   of the return on that investment in foreign currency terms.
Note that in order to facilitate benefit payments and the payment of          The investment manager manages the currency risk in the Fund’s
expenses, a small proportion of the assets of each of the investment          international investments by ‘hedging’ some or all of the impact of
options is likely to be held in the Fund’s bank account at any given          changes in foreign currency exchange rates. It does so by using
point in time.                                                                derivatives to remove the impact that changes in currency exchange
                                                                              rates would have on the overall investment performance of the Fund’s
Your investment in units                                                      international investments.

Your investment in the Fund is in an accumulation-style account.              If an investment is ‘unhedged’, its investment return is impacted by
Your accumulation account is invested in units, which means that              movements in the Australian dollar ($A). A rise in the $A has a
at any given time, your superannuation benefit is expressed as a              negative impact on the returns of unhedged international investments
particular number of units at a given unit price. Every contribution          (and a fall in the $A has a positive impact on unhedged international
made to your account is converted into units on the day it is processed       investment returns). If an investment is fully ‘hedged’, changes in the
by the Fund. The number of units you receive depends on the                   price of the $A do not impact the value of shares held in the Fund in
prevailing unit price. Each investment choice has its own unit price,         foreign currencies.
which is calculated and set each business day.                                International investments expose the investor to currency fluctuations.
                                                                              BHP Billiton Super uses hedging to reduce this exposure.




12 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
“How you invest your super directly affects the value
 of your superannuation benefit.”




 Suspension of unit prices                                                       Investment managers
 During periods of extreme movements in the market the Fund may                  The Fund’s investment strategy is set by your Trustee and
 suspend transaction processing consistent with the Russell* unit                managed by Russell Investment Management Limited (Russell).
 pricing policy that applies to the Fund. Russell has an experienced             The investment strategy is built around a long-term planning
 unit pricing committee that oversees all unit pricing issues, including         time-frame and a strategic allocation of assets diversifying across
 implementation of the unit pricing policy. A suspension in the                  asset classes including shares, property, fixed interest and cash.
 processing of transactions is designed to prevent some members
 from inappropriately benefiting from ‘market timing’ to the                     Russell’s investment strategy also diversifies across multiple
 disadvantage of other members.                                                  investment managers selected on the basis of their specialist skills,
                                                                                 experience and capabilities. These managers are integral to the
 The Fund monitors movements in the market on a daily basis. If there            Fund’s investment strategy.
 is a movement of more than a specified percentage, processing of
 transactions may be suspended. The main transaction types that are              Russell does not take into account labour standards or environmental
 suspended in these periods are allocation of contributions received to          social or ethical considerations in its decision to engage underlying
 members’ accounts, investment switches, cash benefit payments and               investment managers to manage the investments of Russell funds.
 rollovers to other funds. Any contributions that cannot be allocated            (Russell has consented to the inclusion of this statement.)
 to members are held in a bank account in the Fund’s name, as                    The Trustee does not take into account labour standards or
 required by legislation, and the interest earned on this account is             environmental, social or ethical considerations when it decides
 used to benefit all members.                                                    how the assets of the Fund are to be invested.
 Any suspension generally lasts no more than a few days. Following
 on from a suspension, the administration team works hard to ensure
 that all outstanding transactions are processed as quickly as possible.
 The unit pricing committee may decide to continue processing of
 transactions, notwithstanding market volatility, if it considers this
 is the best approach to take.
 * Russell is the firm that manages the day to day administration of the Fund.


 Risks to consider
 Long term investments, such as superannuation, can carry some risk
 that the superannuation and taxation laws may change during the life
 of your investment which might affect your final benefit, or how or
 when it may be paid.
 Also, as with any investment, there are investment risks to consider.
 The Fund’s investment choices cover a wide variety of financial
 markets. Short term fluctuations in the value of investments are
 common, particularly in the growth-oriented investment choices
 that hold shares and property.
 Different types of investments perform differently at different times
 and carry varying forms of risk (which is why a diversified investment
 mix may be beneficial). The unit prices will change from time to time
 and may fall if the value of the underlying investments decreases.
 When assessing risk, we recommend you pay particular attention to
 the investment objective, investment timeframe and asset mix sections
 given for each investment option on the following pages.

 Investment performance
 You can access up to date information on the investment returns
 of each investment option through the Fund’s website. The SuperTalk
 newsletter also provides you with regular updates on the Fund’s recent
 quarterly returns and longer term performance. You can also see your
 nominated investment options and find out exactly how much super
 you have on the day you log in.




                                                                                    BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 13
    Your investment options
    Option A                                                      Asset mix
    Objective                                                     Defensive Assets 100%
                                                                      Cash and short-term
    To target a net rate of return of CPI + 1.0%                      money market investments 100%
    p.a. over one year, with a negligible chance of
    a negative return. There is a 60% probability
    of meeting this objective, and an expectation
    of the return to fall below 0.1% p.a. every
    1 in 20 years.




    Option B                                                      Asset mix*
    Objective                                                     Growth Assets                      40%
                                                                      Australian Shares               19%
    To target a net rate of return of CPI + 2.5%                      International Shares            19%
    p.a. over three to five years, with the chance                    Property                         2%
    of a negative return 1 in every 5.1 years. There
                                                                  Defensive Assets                   60%
    is a 60% probability of meeting this objective,
                                                                      Australian Fixed Interest       20%
    and an expectation of the return to fall below
                                                                      International Fixed Interest    20%
    -4.8% p.a. every 1 in 20 years.
                                                                      Cash                            10%
                                                                      Inflation Linked Bonds          10%



    Option C                                                      Asset mix*
    Objective                                                     Growth Assets                      70%
                                                                      Australian Shares               36%
    To target a net rate of return of CPI + 3.5%                      International Shares            24%
    p.a. over five to seven years, with the chance                    Property                        10%
    of a negative return 1 in every 3.7 years. There
                                                                  Defensive Assets                   30%
    is a 60% probability of meeting this objective,
                                                                      Australian Fixed Interest      8.5%
    and an expectation of the return to fall below
                                                                      International Fixed Interest   8.5%
    -10.0% p.a. every 1 in 20 years.
                                                                      Hedge Funds1                     3%
                                                                      Inflation Linked Bonds          10%



    Option D                                                      Asset mix*
    Objective                                                     Growth Assets                      90%
                                                                      Australian Shares               48%
    To target a net rate of return of CPI + 4.0%                      International Shares            32%
    p.a. over seven to ten years, with the chance                     Property                        10%
    of a negative return 1 in every 3.4 years. There
                                                                  Defensive Assets                   10%
    is a 60% probability of meeting this objective,
                                                                      Australian Fixed Interest      2.5%
    and an expectation of the return to fall below
                                                                      International Fixed Interest   2.5%
    -13.0% p.a. every 1 in 20 years.
                                                                      Hedge Funds1                     3%
                                                                      Inflation Linked Bonds           2%



    Option E                                                      Asset mix*
    Objective                                                     Growth Assets                      100%
                                                                      Australian Shares               46%
    To target a net rate of return of CPI + 4.5%                      International shares            44%
    p.a. over seven to ten years, with the chance                     Property                        10%
    of a negative return 1 in every 3.4 years. There
    is a 60% probability of meeting this objective,
    and an expectation of the return to fall below
    -14.1% p.a. every 1 in 20 years.



* The asset allocations within each option can vary within ranges approved by the Trustee.
1
    This exposure to Hedge Funds may be replaced by cash from time to time.


    14 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
“You can choose from 5 investment options
 with different risk/return profiles.”


Risk versus return                                            Suitability                                                   So it is important to be aware that
                                                                                                                            investing in Option A for too long
Option A is the most conservative investment                  This Option may be suitable if:                               could reduce your buying power in
choice available because it only invests in                                                                                 years to come.
                                                                  you will need your money soon, say
cash investments and short-term money
                                                                  within less than two years; or
markets. It’s low risk so you can be relatively
                                                                                                                            Investment management fee
confident that your money will not lose value                     your most important consideration is
in the short term. However, you should not                        avoiding a negative return in any one                     The estimated investment management
expect high returns.                                              year. There may be periods when                           fee is 0.02 % p.a.**
                                                                  inflation may be higher than the rate
                                                                  of return in Option A.


Risk versus return                                            Suitability                                                   Investment management fee
Option B invests 40% in growth assets and                     This Option may be suitable if:                               The estimated investment management
60% in defensive assets. It provides a                                                                                      fee is 0.36% p.a.**
                                                                  you will need your super within three
reasonable degree of short-term security
                                                                  to five years; or
with the potential for higher returns than
cash offers.                                                      your most important consideration is
                                                                  having a low chance of a negative
                                                                  return in any one year.




Risk versus return                                            Suitability                                                   Investment management fee
Option C invests 70% in growth assets and                     This Option may be suitable if:                               The estimated investment management
30% in defensive assets. It has more                                                                                        fee is 0.45% p.a.**
                                                                  you need your super within five to
emphasis on growth assets to achieve higher
                                                                  seven years; or
returns with a higher level of risk. However,
some lower risk defensive assets balance out                      you will accept a moderate chance of                       If you do not make a
the short-term risks associated with growth                       a negative return in any one year.                         choice, your account will
assets.                                                                                                                      automatically be invested in
                                                                                                                             Option C.



Risk versus return                                            Suitability                                                   Investment management fee
Option D invests 90% in growth assets and                     This Option may be suitable if:                               The estimated investment management
10% in defensive assets. Option D has a                                                                                     fee is 0.45% p.a.**
                                                                  you have more than seven years until
strong emphasis on shares and property and
                                                                  you need your super; or
therefore carries more investment risk.
                                                                  your most important consideration
So don’t be surprised if the value of your
                                                                  is high returns and you can accept
super goes down in the short term. However,
                                                                  a greater chance of a negative return
there is the potential for a higher investment
                                                                  in any one year.
return over longer periods.



Risk versus return                                            Suitability                                                   Investment management fee
Option E invests 100% in growth assets.                       This Option may be suitable if:                               The estimated investment management
Option E has complete emphasis on growth                                                                                    fee is 0.68% p.a.**
                                                                  you have more than ten years until you
assets comprising Australian and
                                                                  need your super; or
International shares and property and
therefore carries more investment risk.                           your most important consideration is
                                                                  high returns and you can accept a
Although there is the potential for a much
                                                                  greater chance of a negative return in
higher investment return over the long term,
                                                                  any one year.
the returns may fluctuate significantly in the
short term.

 ** Refer to ‘Additional explanation of fees and costs’ on page 21 for more information about investment management fees.



                                                                                                BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 15
Accessing your super

Preservation                                                                               No preservation applies to death benefits (i.e. your benefits are
                                                                                           paid to your dependants or Legal Personal Representative if you
Superannuation is for you in your retirement years. As                                     die before your preservation age.
superannuation is a long-term investment, the Federal Government
                                                                                           Even though your preservation age may seem a long way away,
has placed restrictions on when you can access your benefits.
                                                                                           it is important to remember that superannuation is designed to help
The Government has distinguished between ‘preserved’ funds and                             you save for your retirement. By restricting when you can take your
‘non-preserved’ funds. Both terms are explained below.                                     super, the Government believes it can help you safeguard it for
                                                                                           when you will need it most – when you are no longer working and
Preserved funds                                                                            may not have a regular income. In return, the Government grants
                                                                                           tax concessions in relation to your superannuation.
From 1 July 1999, all contributions to superannuation are
‘preserved’. Generally, this means that you can only withdraw your
preserved super benefit when you permanently retire from the                               What is your preservation age?
workforce after your ‘preservation age’, or leave your employer after                      The Government has determined a preservation age for
age 60.                                                                                    superannuation that is based on when you were born – refer to
                                                                                           the table below.
Non-preserved funds
Your Annual Benefit Statement will show you if you have any                                 Date of birth                           Preservation age
non-preserved funds. This will be the case if:
                                                                                            Before 1 July 1960                                55
    you made any after-tax contributions before
    1 July 1999, or                                                                         From 1 July 1960 to 30 June 1961                  56

    you rolled into the BHP Billiton Superannuation Fund non-                               From 1 July 1961 to 30 June 1962                  57
    preserved superannuation savings from another fund.
                                                                                            From 1 July 1962 to 30 June 1963                  58

Accessing your benefits                                                                     From 1 July 1963 to 30 June 1964                  59
You can also take your preserved and non-preserved benefit if:                              On or after 1 July 1964                           60
    the preserved component of your benefit is less than $200 and
    you cease employment with BHP Billiton, or
                                                                                           Tax on benefits
    you satisfy the criteria for release on the grounds of financial
    hardship or for compassionate reasons, (legislative limits apply),                     Tax may be payable on your benefit when it is paid out to you
    or                                                                                     in cash. If you leave your benefit in the Fund’s Retained Benefits
                                                                                           Division (RBD), purchase a pension from the Fund or transfer your
    you become permanently incapacitated, or                                               leaving service benefit to another complying superannuation fund,
    you have reached your preservation age and purchase a                                  payment of lump sum benefits tax will be deferred. Refer to the
    transition to retirement pension, or                                                   section “Tax and your super” for information on tax on withdrawal.

    you reach age 65, or                                                                   We recommend that you obtain advice from a licensed financial
                                                                                           adviser before accessing your superannuation benefits.
    you become terminally ill*.
* A terminal medical condition exists if two registered medical practitioners (one
  of whom is a specialist practising in the area related to the illness or injury) have
  certified that you suffer from an illness or have incurred an injury that is likely to
  result in death within a period of not more than 12 months. No tax will be withheld
  from the lump sum benefit paid, even if you are under age 60.




16 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
Tax and your super

All complying superannuation funds, like the BHP Billiton               You can either pay the tax to the Australian Tax Office or you can
Superannuation Fund, receive concessional tax treatment.                direct the Fund to pay the tax on your behalf and have it deducted
Superannuation is one of the most tax-effective investments             from your account balance. Excess concessional contributions
available to Australians.                                               cannot be refunded by the Fund.
Taxation of superannuation can be complex. You should take              Note that if you make contributions in excess of the concessional
the time to review the current taxation regime and consider how         contribution limit, the excess contributions will count towards
it may apply given your personal circumstances.                         your non-concessional contribution limit for that financial year.
The following covers the taxes that you should be aware of in           Non-concessional contributions
relation to superannuation at all stages: while you are contributing    Non-concessional contributions, also known as after-tax
to your super, when you withdraw your super and when you start          contributions, are contributions made from after-tax money.
a pension.
                                                                        Note that non-concessional contributions cannot be accepted
Contributing to your super                                              by the Fund if your Tax File Number (TFN) has not been provided
                                                                        to the Fund by you or your employer. If the Fund receives a non-
There are limits, set by legislation, on the amount of                  concessional contribution and if we have not received your TFN
superannuation contributions that are taxed at a concessional           within 30 days from the date of receipt of the contribution,
rate. If you make contributions in excess of these limits, you will     we must return it.
have to pay additional tax.
                                                                        There is a non-concessional contribution limit of $150,000 for
                                                                        each financial year, from 26 August 2009. If you are under age 65
Tax on contributions                                                    on 1 July in a financial year, you can ‘bring forward’ 2 years’
Concessional contributions (defined below) are taxed in the Fund        contributions, giving you a higher fixed dollar limit of i.e.
at 15%. Excess contributions tax will apply to any contributions        $450,000 for the 2009/2010 financial year, provided that your
in excess of the concessional contribution limit.                       non-concessional contributions in 2007/2008 and 2008/2009
                                                                        did not exceed $150,000.
No tax is payable by the Fund on non-concessional contributions
(defined below). However, if your non-concessional contributions        If you are considering making contributions in excess of the
exceed the relevant contribution limit, you will have to pay excess     annual non-concessional contribution limit, please call
contributions tax.                                                      SuperConnect to obtain further information about how this
                                                                        ‘bring forward’ provision operates.
Excess contributions tax                                                If you make concessional contributions in excess of the
                                                                        concessional contribution limit (i.e. $25,000 in 2009/2010),
Concessional contributions
                                                                        the excess concessional contributions will also count towards
Concessional contributions, also known as before-tax contributions,     your non-concessional contribution limit.
include all contributions made from your before-tax salary,
including salary sacrifice contributions and employer contributions.    If the Fund receives non-concessional contributions in excess
                                                                        of your contribution limit in any financial year, the excess
If you are under age 50, the concessional contribution limit is         contributions will be returned, unless legislation permits the Fund
$25,000 for each financial year, from 26 August 2009. This limit        to retain them. If your non-concessional contributions to the
is indexed.                                                             Fund exceed your non-concessional contribution limit or are
Transitional arrangements apply, giving members over age 50             below your non-concessional contribution limit, but you have
a higher contribution limit of $50,000 p.a. until 30 June 2012.         made contributions to another fund and together these exceed
This higher limit (which will not be indexed) applies from your         your non-concessional contribution limit, then any contributions
50th birthday. For example, if you turn 50 on 1 June 2010, you          received by the Fund in excess of the non-concessional contribution
will be able to access the higher contribution limit for each           limit will be taxed at the rate of 46.5%. The Australian Tax Office
financial year from 2009/2010 to 2011/2012. From 1 July 2012,           (ATO) will issue you with an assessment for the additional tax.
the lower limit will apply to all members, regardless of age.           The additional tax is imposed on you but must be paid from the
                                                                        Fund (or your other superannuation fund). You must provide
Concessional contributions are taxed in the Fund at 15%. Any            the release authority issued to you by the ATO to the Fund,
contributions in excess of the relevant contribution limit will incur   within the specified time period. The Fund will then pay the
an additional tax at the rate of 31.5%.                                 tax on your behalf and deduct it from your account balance.
We recommend that you monitor the level of your concessional
contributions – neither the Fund nor your employer will do this
on your behalf. You can monitor the total amount of concessional
contributions you have made to BHP Billiton Super by logging onto
the Fund’s website and checking your concessional contributions in
the ‘Your Benefits’ section. If you make concessional contributions
in excess of the applicable limit, you will later receive an excess
contributions tax assessment from the Australian Tax Office,
requiring you to pay additional tax.




                                                                           BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 17
“There are tax advantages when invested in superannuation – designed
 specifically to encourage you to save for retirement.”




 Tax on no-TFN contributions income                                      If you are under age 60
 The Fund is required to pay tax on its no-TFN contributions             If you are between ages 55 and 60, no benefits tax is payable
 income. If at 30 June in any financial year the Fund does not hold      on amounts that are below a lifetime tax-free threshold that
 your TFN, it will have to pay tax (in addition to the 15% already       is indexed annually. For the current tax-free threshold call
 paid) on any concessional contributions received by the Fund from       SuperConnect on 1800 674 702. The amount of tax payable
 you or on your behalf, at the rate of 31.5%. This tax will then be      on any amount above the tax-free threshold will depend on
 deducted from your account balance. If you later quote your TFN         the components of the benefit and will be taxed at a maximum
 to the Fund, it may be able to reclaim the tax paid and repay it to     rate of 15% (plus Medicare Levy of 1.5%).
 your account. However, this will not always be possible. Call
                                                                         Note however, that if the Fund does not have your Tax File
 SuperConnect for more information.
                                                                         Number (TFN) we may have to withhold tax from the benefit at
                                                                         the top marginal rate of 45% (plus the Medicare Levy of 1.5%).
 Tax on investment earnings                                              You would be able to reclaim some of this tax through your
 Your investment earnings in the Fund are taxed at a maximum             personal income tax return.
 rate of 15%.
                                                                         Death benefit payments
 However, investment earnings on pension accounts are tax free.
                                                                         If you die while a member of the Fund, your account balance
 Withdrawing your super                                                  will generally be paid to your dependants or Legal Personal
                                                                         Representative as a lump sum.
 There is no requirement to withdraw your superannuation at
                                                                         A lump sum death benefit paid to your dependants is tax free.
 a particular age – it can remain invested in superannuation for
                                                                         Please be aware, however, that a child will only be treated as
 as long as you wish.
                                                                         a dependant for tax purposes if the child was under 18, was
 If you do wish to withdraw all or part of your benefit, the tax you     financially dependent on you or was in an interdependency
 pay will depend on:                                                     relationship with you at the date of death. If the benefit is
                                                                         paid to a non-dependant, tax will be payable on the taxable
    your age at the time of withdrawal,
                                                                         component of the benefit, at a maximum rate of 15%
    the circumstance under which your benefit is withdrawn, and          (plus the Medicare Levy of 1.5%).
    the components of your benefit.
                                                                         Disablement benefit payments
 Special arrangements apply to death and disablement benefits,
 as explained below.                                                     If you receive a total and permanent disablement (TPD) benefit at
                                                                         or after age 60, it will be tax free. Tax at concessional rates may
                                                                         apply to TPD benefits paid to members between age 55 and 60.
 If you are age 60 or over
                                                                         Concessional tax rates do not apply to your TPD benefit if it is paid
 If you are 60 or over, you will receive your benefit tax-free. No tax   to you prior to age 55.
 is payable on lump sum or pension benefits paid (from a taxed
 fund such as the BHP Billiton Superannuation Fund) to members           Departing temporary resident
 aged 60 and over.
                                                                         If you are a temporary resident of Australia (excluding New
 However if the Fund does not hold your TFN, tax will be                 Zealand citizens) additional restrictions on withdrawing your
 deducted from your benefit (at the rate of 31.5%) to allow for          superannuation apply to you as well as different tax rates on
 any tax on no-TFN contributions income that the Fund will be            withdrawal of your benefits.
 liable to pay in relation to concessional contributions credited
 to your account during the current financial year (refer above).        If you hold a temporary visa, we recommend that you seek
 If you cease to be a member of the Fund, you may not be able            financial advice on termination of employment and/or departure
 to recover this amount.                                                 from Australia. If you do not claim your benefit within 6 months
                                                                         of the later of your visa ceasing and your departure from
                                                                         Australia, the Trustee may be required to pay it to the Australian
                                                                         Taxation Office (ATO). If this happens, you will need to contact
                                                                         the ATO to access your benefit. If your visa has ceased you can
                                                                         instruct the Fund to pay your benefit prior to it being required to
                                                                         be paid to the ATO. The taxable component of the benefit would
                                                                         be taxed at 35%.




 18 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
                                                                                                              Tax and your super

“Quoting your Tax File Number (TFN) to
 the Fund will save you tax.”




 Taking a pension                                                      Declare your Tax File
 Tax-free investment earnings                                          Number (TFN)
                                                                       Under Government legislation, the BHP Billiton Superannuation
 Investment income earned on your pension account is exempt
                                                                       Fund is authorised to collect your TFN, which will only be used
 from tax. This means that the investment earnings for pension
                                                                       for lawful purposes. Also in accordance with legislation, for new
 accounts are slightly higher than for other accounts, as pensioners
                                                                       employees, BHP Billiton can provide your TFN to your
 benefit from not paying tax on their investment earnings.
                                                                       superannuation fund.
 Income tax on pension payments                                        These purposes may change in the future as a result of legislative
                                                                       change. The trustee of your superannuation fund may disclose your
 Pension payments are taxable if you are under the age of 60;          TFN to another superannuation provider, when your benefits are
 otherwise they are tax-free. Where applicable, tax is deducted        being transferred, unless you have requested in writing to the
 from pension payments on a ‘pay as you go’ (PAYG) basis in the        Trustee that your TFN not be disclosed to any other superannuation
 same way you would pay tax on your earnings as an employee.           provider.

 Tax rebate on pension payments                                        It is not an offence not to quote your TFN. However, giving your
                                                                       TFN to your superannuation fund will have the following
 A 15% tax rebate applies to most taxable pension payments.            advantages (which may not otherwise apply):
 Refer to the Pension Division Product Disclosure Statement for
 more information about eligibility for the tax rebate.                   your superannuation fund will be able to accept all types of
                                                                          contributions to your account(s);
                                                                          the tax on contributions to your superannuation account(s)
                                                                          will not increase;
                                                                          other than the tax that may ordinarily apply, no additional
                                                                          tax will be deducted when you start drawing down your
                                                                          superannuation benefits; and
                                                                          it will make it much easier to trace different superannuation
                                                                          accounts in your name so that you receive all your
                                                                          superannuation benefits when you retire.
                                                                       To find out if the Fund has your TFN on file, check your
                                                                       latest Benefit Statement, the website or call SuperConnect.
                                                                       To provide your TFN to the Fund you can complete a Tax File
                                                                       Number Notification Form available on the website at
                                                                       www.bhpbillitonsuper.com, provide it online or call SuperConnect
                                                                       to provide it over the phone to a Service Representative.




                                                                          BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 19
Fees and charges

Note: The format of this section, including the text used, is prescribed by legislation.


   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 the fund 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 superannuation calculator to help you check out different
   fee options.


* BHP Billiton Superannuation Fund does not pay commissions to financial advisers and accordingly the fees are not negotiable.




Fees and other costs
This document shows fees and other costs that you may be                                   You should read all the information about fees and costs because
charged. These fees and costs may be deducted from your money,                             it is important to understand their impact on your investment.
from the returns on your investment or from the Fund assets as a                           Fees and costs for particular investment options are set out on
whole. Taxes are set out in another part of this document.                                 pages 14 and 15.


   Type of Fee or Cost                                                                             Amount         How and when paid
   Fees when your money moves in or out of the fund
   Establishment fee: The fee to open your investment                                                 Nil         Not applicable
   Contribution fee: The fee on each amount contributed to your                                       Nil         Not applicable
                     investment – either by you or your employer
   Withdrawal fee:          The fee on each amount you take out of your                               $50         On withdrawal of benefit to another fund under
                            investment                                                                            the portability legislation.**
   Termination fee:         The fee to close your investment                                          Nil         Not applicable

   Management costs
   The fees and costs for managing your investment
   This is the management cost for the Balanced Choice (70/30). The                                0.45% p.a.     An estimated percentage fee of 0.45% p.a.
   amount you pay for specific investment options is shown on pages                                               is deducted from the investment returns
   14 and 15.                                                                                                     of Option C, before the daily unit price is
                                                                                                                  declared, and does not show as a deduction
                                                                                                                  from your account. This amount will vary
                                                                                                                  based on the investment option you are
                                                                                                                  invested in.

   Service fees*

   Investment switching fee: The fee for changing investment options                                  Nil         Not applicable

* Refer to ‘Additional Explanation of Fees and Costs’ section for details of other service fees.
** Conditions apply, see following page.




20 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
“As a large corporate super fund we are able to negotiate
 competitive investment and administration fees generally not
 available to individual investors.”




 Additional Explanation                                                Investment management fee
 of Fees and Costs                                                     The investment management fee stated for each investment option
                                                                       is an estimate of the fee applicable to that option. Each option’s
                                                                       investment management fee is influenced by changes to the
 Withdrawal fee                                                        investment managers and/or the asset classes within the funds in
 If, under the portability legislation, you choose to direct your      which the option’s assets are invested and rebate levels applying
 accrued benefit out of the Fund, a $50 withdrawal fee will be         to the Fund. For this reason, the investment management fee
 charged. Small accounts are not affected by the withdrawal fee.       cannot be stated as an exact percentage. The estimated fee of
                                                                       each option is the average of the investment management fees
 The company will contribute to the Fund on your behalf when you       of each asset class, weighted in proportion to the benchmark
 first become an employee. If, under the choice of fund legislation,   allocations of the asset classes in which the option invests. The
 you choose to have your future contributions paid to another          estimated fees shown are net of the assumed manager rebates
 fund, and also decide to move your accrued benefit to that fund       applicable to the Fund.
 within 3 months of commencing employment, you will not have to
 pay the withdrawal fee.                                               Daily unit prices are net of the investment management fee
                                                                       applied to each investment option. See pages 14 and 15 for
 Change in fees                                                        details on the different investment fees for each option.

 The Trustee has the right to amend the level of fees charged          Performance fees
 without your consent. Any material increase in the fees you are
 charged will be communicated to you at least 30 days before it        The assets of each of the Fund’s investment options are invested
 is applicable.                                                        by Russell Investment Management Limited in underlying Russell
                                                                       funds. The assets of these underlying funds are managed by
 Small accounts                                                        investment managers appointed by Russell Investment
                                                                       Management Limited.
 If your account is less than $1,000 at 30 June, or when you cease
 to be a member, any fees deducted from your account balance           Performance fees provide an incentive for the underlying
 since the previous 30 June (excluding insurance premiums and          managers/funds to achieve superior performance. Performance
 taxes) that exceed your investment return earned during that          fees may be charged by the underlying managers/funds to which
 period, will be refunded.                                             the Fund’s investment options are exposed.
                                                                       Where an option is exposed to an underlying manager/fund that
 Family Law Fees                                                       charges a performance fee, that performance fee has been
 The Family Law Act allows the Fund to charge fees for certain         estimated with reference to the performance of the underlying
 activities. These fees are current as at the time of printing this    manager/fund over the 12 months to 31 March 2009, and
 booklet. Up-to-date information on fees is available by calling       included in that option’s estimated investment management fee.
 SuperConnect.                                                         Please note, however, that past performance is not a reliable
                                                                       indicator of future performance and it is impossible to accurately
 The Fund charges $250 for a request for information by                forecast the performance fees that will be payable.
 a non-member spouse. A cheque made payable to ‘BHP
 Billiton Superannuation Fund’ for this amount must be                 The Trustee generally reviews the estimated performance fees
 received by the Fund before the information is provided               every 12 months. As a general rule, a performance fee will not
 to the non-member spouse.                                             be payable unless the underlying manager/fund has achieved a
                                                                       return in excess of the relevant hurdle rate, and unless any past
                                                                       under-performance has been recovered.
 Premiums for additional death and TPD insurance
                                                                       Please note that for options that have exposure to performance
 Members are charged $1.18 per annum per $1,000 of the sum
                                                                       fees, a performance fee may be payable to an underlying
 insured for additional insurance cover. This is deducted from
                                                                       manager/fund that has satisfied its individual performance fee
 your Employer Account on a monthly basis.
                                                                       criteria even at times when the option as a whole has under-
                                                                       performed its benchmark.

                                                                       Contribution splitting fee
                                                                       A fee of $50 applies to contribution splits transferred out of the
                                                                       BHP Billiton Superannuation Fund. Contribution splitting fees
                                                                       do not apply to any amounts transferred to a Spouse Account
                                                                       in the Fund.




                                                                          BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 21
    Fees and charges




Example of annual fees and costs for a balanced investment option
This table gives an example of how the fees and costs in Option C (a balanced investment option) can affect your superannuation
investment over a one year period. You should use this table to compare this product with other superannuation products.


    Balanced (70/30) Investment Option Balance of $50,000 with total contributions
                                       of $5,000 during year
    Contribution Fees                            Nil                For every $5,000 you put in, you will be charged $0
    PLUS
    Management Costs                   0.45%1 x $50,000             And, for every $50,000 you have in the Fund, you will be charged $225 each year.
                                           = $225

    EQUALS
    Cost of fund                                                    If you put in $5,000 during a year and your balance was $50,000, then for that year
                                                                    you will be charged fees of $225.2
                                                                    What it costs you will depend on the investment option you choose.

Establishment fee - Nil
And, if you leave the fund under the portability legislation, you will be charged a withdrawal fee of $50.
1
    No fees are deducted from each $50,000 you have in the fund as the unit prices used to value each $50,000 have already been adjusted for the estimated investment
    management fee of 0.45% in this example. In addition, this example does not take into account costs resulting from your actual balance increasing (via contributions
    or investment earnings) during the year.
2
    Additional fees may apply.




22 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
Managing your Fund

The Trustee                                                             for the trustee of the Fund to obtain the views of members
                                                                        of the Fund concerning the Fund’s operation or performance;
Total Risk Management Pty Limited (TRM), ABN 62 008 644 353,            and
is the Trustee of the Fund and is responsible for its overall
                                                                        for the trustee of the Fund to obtain the views of members
operation. The Trustee has directors who have extensive
                                                                        of the Fund on their information needs.
experience in all facets of superannuation management.
                                                                     You can nominate and vote for member representatives. Member
In fulfilling its obligations, the Trustee has appointed Russell
                                                                     representatives must resign from their positions every three years
Investment Management Limited to provide advice on the
                                                                     but remain eligible for re-election.
investment strategy of the Fund and Russell Employee Benefits Pty
Ltd to manage the day to day administration of the Fund.             If you have any concerns or suggestions about the Fund
                                                                     or member services, you should feel free to approach a
The Fund’s assets are controlled by TRM, which is a subsidiary
                                                                     representative of the Policy Committee. The Fund’s website
company of Russell Employee Benefits Pty Ltd (Russell). The assets
                                                                     lists all Committee members and their contact details.
of BHP Billiton Superannuation Fund are held separately from the
assets of BHP Billiton and Russell.
                                                                     Fund reserves
Policy Committee                                                     The Fund maintains an insurance reserve. The purpose of this
                                                                     reserve is to pay any uninsured benefits to members arising from
The Fund also has a Policy Committee with eight members.
                                                                     when the Fund was self-insured prior to 1 July 2002. The level of
Four members are Company representatives and four are member
                                                                     the reserve is monitored by the Fund’s actuary.
representatives.
The Policy Committee provides an avenue:
   for members of the Fund to enquire about the investment
   strategy and performance of the Fund;
   for the trustee of the Fund to obtain the views of members
   of the Fund concerning that strategy and performance;
   for members of the Fund to enquire about the Fund’s operation
   or performance;




                                                                        BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 23
More information

Enquiries and Complaints                                               Protecting your privacy
You can call SuperConnect with any enquiry about the Fund and
also access your account information through the website.              Your privacy
SuperConnect can also provide copies of:                               Russell provides a range of services to the Trustee. In providing
                                                                       those services, Russell may collect personal information directly
   the Rules of the Fund,                                              from you or from your employer. In relation to the collection of that
                                                                       information, our privacy policy includes the following information.
   reports issued by the Fund’s actuary,
   details of the audited accounts and the auditor’s report, and       Contact details
   Product Disclosure Statements (also available on the                If you need to contact the Trustee or Russell, address your enquiry
   Fund’s website).                                                    to SuperConnect or to:
If you have any questions that are not answered in this booklet,            The Privacy Officer
please call SuperConnect. If your enquiry is not resolved to your           Russell Investment Group
satisfaction and you wish to lodge a complaint, please contact us:          Level 17, 19-29 Martin Place
                                                                            Sydney NSW 2000
    By mail: Enquiries and Complaints Officer
             BHP Billiton Superannuation,                              Access
             Locked Bag A5030
             Sydney South NSW 1235                                     Subject to certain conditions, you can gain access to your personal
                                                                       information that Russell has collected.
    By email: bhpbsr@russellsuper.com
    By phone: 1800 674 702                                             Purposes of collection
Depending on the nature of your complaint, we may ask you              The information is collected for the primary purpose of assisting with
to provide further information in writing, so that we can fully        the provision of services to you as a member of the Fund. This may
understand the complaint. We will provide assistance to you if         include a range of related secondary purposes, including the
necessary. We will provide prompt written acknowledgment of            provision of general education about superannuation and retirement
receipt of your complaint. Our goal is to handle your complaint        issues and information about other benefits available to you as
efficiently and fairly and we will provide the Trustee’s decision      a current or former member of the Fund.
as quickly as possible.
However, if your complaint relates to a death claim or to a            Disclosure
declined disablement claim, it may take some time to gather all        Your information may be disclosed by Russell to a number of other
the information necessary to enable the complaint to be properly       parties, including advisers, insurers, regulators and courts. Limited
considered. You can obtain advice in relation to the complaints        information may be provided to your employer. In some situations,
handling process or feedback on the status of your complaint by        the law may require the provision of information to your spouse or
calling us. If our enquiry and complaints procedure does not resolve   former spouse.
the issue within 90 days, you may be able to take the matter to
the Superannuation Complaints Tribunal.                                The law
The Superannuation Complaints Tribunal is an independent body          Federal legislation covering superannuation and taxation matters
established by the Federal Government to assist members and            requires certain minimum information to be collected to provide
their beneficiaries with certain types of complaints.                  services to you as a member of the Fund.
The Tribunal can be contacted at:
                                                                       Consequences of non-provision
    By phone: 1300 780 808
                                                                       If you choose not to provide information, the consequences are
    By email: info@sct.gov.au                                          typically changes or reductions to benefit entitlements or tax
    By mail: Superannuation Complaints Tribunal                        concessions. It may also mean that the Fund is unable to process
             Locked Bag 3060                                           your instructions. More information is detailed in the Trustee’s
             GPO Melbourne VIC 3001                                    Privacy Policy which can be obtained by contacting SuperConnect
                                                                       or the Privacy Officer. Alternatively, you can access a copy via the
                                                                       Fund’s website.




24 BHP Billiton Superannuation Fund • QNI Division • 26 August 2009
Leaving BHP Billiton

When you leave BHP Billiton,                                          A benefit transferred to the ERF continues to be subject to the
                                                                      preservation guidelines and superannuation regulations which
you have four options for your                                        place restrictions on the level of administration fees that an ERF
                                                                      can charge to your account.
superannuation benefit.
                                                                      Transfers to the ERF are processed twice a year. Once your benefit
1. Transfer to the Fund’s Retained Benefits Division                  is paid to the ERF it cannot be transferred back to the Fund unless
                                                                      you are re-employed by BHP Billiton.
If your benefit is $2,000 or more, your benefit is automatically
transferred into the Fund’s Retained Benefits Division (RBD). On      You should check the investment strategy of the ERF to ensure
transfer to the RBD you will be subject to RBD fee arrangements.      that it is suited to your personal circumstances.
The administration fee will not apply for the first two calendar
months of joining the RBD. If you do not notify us of your            Calculation of your benefit
intention to transfer to another fund and/or cash a portion of your   Your superannuation benefit equals the sum of the balances in
benefit, your benefit will remain in the RBD.                         each of your Member, Employer and Rollover Accounts.
The Fund’s RBD is managed by the same people who currently            For example
manage your super. You can make partial or full withdrawals at
any time, subject to preservation requirements.                       Member Account:             $15,000
                                                                      Employer Account:           $30,000
When your money is transferred to the RBD, it will continue to        Rollover Account:           $0
be invested in your selected investment option(s).                    Total Benefit payable       $45,000
You should refer to the RBD PDS for details of the administration     If you are entitled to an insured death or TPD benefit, this amount
fees payable by RBD members.                                          will be paid in addition to your account balances – refer to
                                                                      pages 6 to 8.
2. Purchase the Fund’s Account Based Pension
The Fund’s Account Based Pension is an investment that enables        Benefit payment processing
you to convert your lump-sum superannuation benefit into a            Please note that benefit payment processing times vary depending
flexible source of income in your retirement. Your lump sum and       on how long it takes before the Trustee can gather all information
investment returns fund your regular income payments. You can         relevant to the calculation of your benefit. For more information
choose the amount of your pension payments each year, provided        about benefit payment processing, please call SuperConnect.
that you withdraw the minimum amount set by legislation. Should
you need to withdraw all or part of the money in your account,        How to claim your benefit
you can do so at any time.
                                                                      Call SuperConnect or visit the Fund website at
With an Account Based Pension, payments will only be made             www.bhpbillitonsuper.com for the appropriate forms.
while there is money in your account. Consequently, you should
note that an Account Based Pension may not last the rest of
your life.
                                                                      Providing proof of identity
                                                                      The security of your super entitlements in the BHP BIlliton
You can invest in the Fund’s Account Based Pension if you:
                                                                      Superannuation Fund is a key priority for the Trustee. The Fund
   have reached age 60 and ceased employment,                         has procedures in place to manage risks associated with fraud
                                                                      and other illegal activities. At times, these procedures may cause
   have reached your preservation age (see page 16) and intend
                                                                      inconvenience to you. Please remember that they are being applied
   to permanently retire from the workforce, or
                                                                      to protect your entitlements.
   become permanently incapacitated.
                                                                      In addition, under the Anti-Money Laundering and Counter-
                                                                      Terrorism Financing Act 2006, superannuation funds are required
3. Cash withdrawal                                                    to have an anti-money laundering and counter terrorism financing
If you have non-preserved funds (see page 16), you can withdraw       program in place. A key element of this program is customer
them in cash net of tax.                                              identification and verification procedures.
                                                                      Typically, you will be required to provide proof of your identity
4. Rollover to a new superannuation fund                              before you withdraw benefits from the BHP Billiton Superannuation
You can roll your benefits into another superannuation fund.          Fund or commence an income stream. As a result, some requested
                                                                      transactions cannot proceed until we have received and verified
If your benefit is less than $2,000 and you do not give payment       the necessary identification documents. We may also be required
instructions within 90 days of leaving BHP Billiton, your benefit     to request additional customer identification or related information
will be transferred from the RBD to the nominated Eligible            from you at other times.
Rollover Fund (ERF):
     Colonial SuperTrace
     Locked Bag 5429,
     Parramatta NSW 2124
     Telephone: 1300 788 750

                                                                         BHP Billiton Superannuation Fund • QNI Division • 26 August 2009 25
This page has intentionally been left blank.
   BHP Billiton Superannuation Fund
   Your Member
   Application Form
QNI Division
Your personal details
Surname                           ____________________________________________________________________________________________________

First name(s)                     ____________________________________________________________________________________________________

Date of birth                                                                                             Sex         M        F
                                  Day           Month         Year

Address                           __________________________________________________________________ Postcode _______________


Phone no.                                                                         Mobile phone no.

Tax File Number*                                                                  Email __________________________________________________

       I would like to receive information regarding superannuation and my benefits through electronic (i.e. online or email)
       communications from the Fund. I have provided my preferred email address above.
* For more information about providing your Tax File Number refer to page 23.


Your additional insurance cover
As a member of the QNI Division, you receive basic death and TPD insurance cover at no cost to you. The premium for the basic
cover is paid by the Company.
I would like to apply for additional death and TPD insurance cover of 15% of my TEC for every year up to my 65th birthday.
I understand that the premiums for this additional cover will be deducted from my Employer Account.

       Yes                    No


I agree to be bound by the Rules of the Fund.



Signature                          _________________________________________

Date
                                 Day                 Month                Year


   Please return this form completed form to:
       BHP Billiton Superannuation Fund
       Locked Bag A5030
       Sydney South NSW 1235

   More information
   Information about how the Fund uses and discloses the personal information that you provide is contained in the Trustee’s Privacy
   Policy. To access this policy, your personal details, or to make an enquiry about any aspect of your Fund membership, please:
       visit the website at www.bhpbillitonsuper.com,
       call SuperConnect on 1800 674 702 within Australia or + 61 2 9374 3902 from overseas, or
       write to Enquiries & Complaints Officer, BHP Billiton Superannuation Fund, Locked Bag A5030, Sydney South NSW 1235.



Issued by the Trustee, Total Risk Management Pty Limited (ABN 62 008 644 353, AFSL 238790) for BHP Billiton Superannuation Fund ABN 30 187 082 512. 26 August 2009

1 BHP Billiton Superannuation Fund QNI Division Member Application Form
This page has intentionally been left blank.
   BHP Billiton Superannuation Fund
   Member Investment
   Choice Form
Your personal details
Surname                           ____________________________________________________________________________________________________

First name(s)                     ____________________________________________________________________________________________________

Date of birth                                                                                                 Sex        M         F
                                  Day           Month         Year

Address                           __________________________________________________________________ Postcode _______________


Phone no.                                                                                  Mobile phone no.

Your investment choice
To make an investment choice, you need to nominate the percentage of your current benefit and/or future contributions that you want
invested in your chosen option(s). While you can only choose up to two investment options, you can vary the percentages that apply to
your current benefit and your future contributions.
Note that when you first become a member of BHP Billiton Super your account will be invested in the Fund’s default investment option,
which is Option C. You can nominate your investment choice on this form however it may not be effective for the first contribution(s)
received by BHP Billiton Super. Your investment choice will be effective from the date it is received by the Fund, allowing time for the post.
If you do not make a choice, your account will remain invested in Option C.
Please complete the table below to advise the Fund of which Option(s) you would like to invest your account.

 Investment Option                                                       Current benefit           Future benefit
 Option A     (100% Defensive Assets)                                                         %                        %
 Option B     (60% Defensive Assets 40% Growth Assets)                                        %                        %
 Option C (30% Defensive Assets 70% Growth Assets)                                            %                        %
 Option D     (10% Defensive Assets 90% Growth Assets)                                        %                        %
 Option E     (100% Growth Assets)                                                            %                        %

 Total percentage(s) must equal 100%                                                       100%                     100%

For more information about the Fund’s investment options refer to pages 18-19.

I agree to be bound by the Rules of the Fund.


Signature                         _________________________________________

Date
                                 Day                 Month              Year

  Please return this form completed form to:
     BHP Billiton Superannuation Fund
     Locked Bag A5030
     Sydney South NSW 1235
  More information
  Information about how the Fund uses and discloses the personal information that you provide is contained in the Trustee’s Privacy Policy. To access this
  policy, your personal details, or to make an enquiry about any aspect of your Fund membership, please:
     visit the website at www.bhpbillitonsuper.com,
     call SuperConnect on 1800 674 702 within Australia or + 61 2 9374 3902 from overseas, or
     write to Enquiries & Complaints Officer, BHP Billiton Superannuation Fund, Locked Bag A5030, Sydney South NSW 1235.


Issued by the Trustee, Total Risk Management Pty Limited (ABN 62 008 644 353, AFSL 238790) for BHP Billiton Superannuation Fund ABN 30 187 082 512. 26 August 2009

1 BHP Billiton Superannuation Fund QNI Division Member Investment Choice Form
This page has intentionally been left blank.
   BHP Billiton Superannuation Fund
   Nomination of
   Dependants Form
Please complete this form to advise the Trustee of your preference(s) for the payment and distribution of your death benefit in the Fund.
You have the choice to make either a non-binding or a binding nomination.

Your personal details
Surname                         ____________________________________________________________________________________________________

First name(s)                   ____________________________________________________________________________________________________

Date of birth                                                                                             Sex         M        F
                                Day           Month        Year

Address                         __________________________________________________________________ Postcode _______________


Phone no.                                                                         Mobile phone no.

Your nominated dependants
Type of nomination
There are two types of nominations, those that are legally binding and those that are not. You have the option to make either a binding
or non-binding nomination. Please indicate which type of nomination you wish to make by ticking one box below. For more information
about each type of nomination refer to the next page and to your Product Disclosure Statement.
       Non-binding nomination (where the Trustee is guided by your nomination but not legally bound by it, the Trustee may also take into
       account your personal circumstances known at the time of your death). The beneficiaries nominated by me on this form are people who I
       understand may receive my Death benefit in the event of my death, but I acknowledge that the Trustee is not bound by my nomination.


Member signature                __________________________________________                    Date
                                __________________________________________                                Day          Month        Year

       Binding nomination (where the Trustee is required by law to abide by your nomination provided it is valid at the date of your death).
       The beneficiaries nominated by me on this form are people who I understand will receive my Death benefit in the event of my death.
       I acknowledge that the Trustee is not bound by my nomination if it becomes invalid.
       You need to sign and date your nomination in the presence of two witnesses.


Member signature                __________________________________________                    Date
                                                                                                          Day          Month        Year
Each witness makes the following declarations:
   I am at least 18 years of age,
   I am not a person nominated on the table in the previous page, and
   I have witnessed the signing and dating of this form by the Member.

Witness 1:
Name                            ____________________________________________


Signature                       _______________________________________                       Date
                                __________________________________________                                Day          Month        Year

Witness 2:
Name                            ____________________________________________


Signature                       _______________________________________                       Date
                                __________________________________________                                Day          Month        Year

Issued by the Trustee, Total Risk Management Pty Limited (ABN 62 008 644 353, AFSL 238790) for BHP Billiton Superannuation Fund ABN 30 187 082 512. 26 August 2009

1 BHP Billiton Superannuation Fund QNI Division Nomination of Dependants Form
 Nomination of Dependants Form

Dependant details
Please list your nominated dependants in the table below. If you have no dependants, and/or you wish to nominate your legal personal
representative please advise this by writing ‘Estate’ or ‘Legal Personal Representative’ in the first column.
It is important to note that each person you nominate must qualify as a ‘dependant’. You must write what type of dependant each
person is (from one of four types i.e. a spouse, child, financially dependent or interdependent) in the 3rd column. Refer to page 11 of
this booklet for more information on who qualifies as a dependant.
Please indicate in the last column of the table the percentage of your benefit you wish to allocate to each person listed. Note that
the total proportions nominated must equal 100%. If you would like to nominate more than five dependants, please list them on an
additional sheet and forward with this form.

                                                                                                     Type of Dependant
                                                                                                                                             % of
 Full name                                            Address                                        (indicate: spouse, child, financially   benefit
                                                                                                     dependent or interdependent)




                                                                                                            Total percentage must equal 100%

If you would like to nominate more than five dependants, please list them on an additional sheet and forward with this form.
If you do not make a nomination, your benefit will be paid to your dependants or to your Estate, as determined by the Trustee.
Tax may be payable on your death benefit.


I agree to be bound by the Rules of the Fund.



Signature                       _________________________________________

Date
                               Day                Month             Year




  Please return this form completed form to:
       BHP Billiton Superannuation Fund
       Locked Bag A5030
       Sydney South NSW 1235

  More information
  Information about how the Fund uses and discloses the personal information that you provide is contained in the Trustee’s Privacy
  Policy. To access this policy, your personal details, or to make an enquiry about any aspect of your Fund membership, please:
       visit the website at www.bhpbillitonsuper.com,
       call SuperConnect on 1800 674 702 within Australia or + 61 2 9374 3902 from overseas, or
       write to Enquiries & Complaints Officer, BHP Billiton Superannuation Fund, Locked Bag A5030, Sydney South NSW 1235.




Issued by the Trustee, Total Risk Management Pty Limited (ABN 62 008 644 353, AFSL 238790) for BHP Billiton Superannuation Fund ABN 30 187 082 512. 26 August 2009

2 BHP Billiton Superannuation Fund QNI Division Nomination of Dependants Form
BHP Billiton Superannuation Fund
   www.bhpbillitonsuper.com


   BHP Billiton Superannuation Fund
   Phone: SuperConnect 1800 674 702 (within Australia) or +61 2 9374 3902 (from overseas)
   Email: bhpbsr@russellsuper.com
   Website: www.bhpbillitonsuper.com
   Issued by Total Risk Management Pty Limited (ABN 62 008 644 353, AFSL 238790)
   as Trustee for BHP Billiton Superannuation Fund ABN 30 187 082 512.




BIL_PDS_QNI_v2F_0908

								
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