There may be circumstances where your ability to withdraw from the Fund is restricted. The following text contains further information on restrictions on withdrawals and should be read in conjunction with the PDS.

If the Fund is illiquid (as defined in the Corporations Act), withdrawals from the Fund will only be possible if we make a withdrawal offer in accordance with the Corporations Act. We are not obliged to make such an offer. However, if we do, you are only able to withdraw your investment in accordance with the terms of a current withdrawal offer. If an insufficient amount of money is available from the assets specified in the withdrawal offer to satisfy withdrawal requests, the requests will be satisfied proportionately amongst those investors wishing to withdraw from the Fund. Under the Corporations Act, a trust is illiquid if it has less than 80% liquid assets (generally cash and marketable securities).

The constitution of the Fund also contains specific provisions that provide us with powers in relation to withdrawals. The specific provisions in the constitution are summarised below.

The following text contains further information on indirect investors and should be read in conjunction with the PDS.

An investment in the Fund offered under the Fund’s PDS through a master trust or wrap account does not entitle you to a direct interest in the Fund.

This means that the rights that apply to a person who invests directly in the Fund are not available to indirect investors but rather, to the operator or custodian of the master trust or wrap account. The operator or custodian of the master trust or wrap account will be recorded in the register as the investor and will be the person who exercises the rights and receives the benefits of an investor.

Persons who invest through a master trust or wrap account may be subject to different conditions from those referred to in the PDS, particularly in regard to:

• how to transact on your investment (initial and additional investments and withdrawals are determined by the master trust or wrap account operator)
• cooling-off period and rights (no cooling-off rights apply to any investments in the Fund acquired through a master trust or wrap account operator)
• timing of distributions, withdrawals and the processing of transactions are determined by the master trust or wrap account operator
• cut-off times for transacting (e.g. applications and withdrawals) are determined by the master trust or wrap account operator
• fund reporting and other documentation (Fund reports and investor notices are sent to the master trust or wrap account operator who then provide this information to indirect investors)
• fees and other costs (additional fees and expenses may be charged by the operator or custodian of the master trust or wrap account).

Investors in the master trust or wrap account should contact their financial adviser or master trust or wrap account operator for any investor queries.

The following text contains further information on the various sustainability screens that we use when selecting, retaining or realising investments in the Fund and should be read in conjunction with the PDS.

The Fund invests in securities of Australian companies that have been suitably ranked. The environmental, social and ethical considerations and labour standards taken into account in the selection, retention or disposal of investments for the Fund are the factors considered in compiling the rankings, which are described below.

Our environmental and social assessment considers the extent to which a company exhibits appropriate strategic recognition, board oversight policies and systems to manage the company's material environmental and social issues. Specifically, our assessment considers the following:

Environmental Management

• Management of environmental impacts through the implementation of best practice environmental techniques, technologies and product design
• Environmental performance against a range of environmental indicators including for example, greenhouse gas emissions, energy and water use and environmental incidents
• The capacity to consult key stakeholders in relation to activities that may have significant environmental impacts

Business Ethics and Conduct

• Codes of conduct and the extent of their integration into the company's operations
• Provision of regular and appropriate training
• Whistleblower policies and procedures
• Ethical conduct and performance of employees and officers - the extent to which companies are adopting principles in areas such as complying with the law, fair and open dealings and accepting responsibility for their actions
• How is product safety or consumer protection ensured?
• In what ways does the company relate to key community stakeholders, and how regular is this engagement? Do guidelines exist to manage stakeholder consultation?

Human Capital Management

• Equal opportunity, anti-discrimination and industrial relations policies and practices
• Staff incentives, development and training
• Employee benefits and entitlements
• Human capital management performance against a range of indicators, such as voluntary turnover and gender diversity in senior management

Workplace Health and Safety

• Workplace health and safety practices
• Management of contractors and suppliers
• Provision of regular and appropriate training
• Workplace health and safety performance against indicators such as fatalities and lost time injury frequency rate

How these factors are taken into account when selecting investments

Companies within each industry sector of the S&P/ASX200 are researched. We assign an environmental and social ranking to each company researched. We also assign a financial ranking to each company. These rankings are taken into account, when the Fund invests, by adopting a ‘best of sector' approach. This approach means that all major industry sectors are included in the Fund's portfolio, favouring companies with higher rankings within individual sectors.

The ranking criteria applied to the Fund's investments may exclude some companies from the ‘investible pool' of the Fund's portfolio. For this reason the Fund's performance may vary when compared to other funds that are able to invest in these companies. This risk should be considered when deciding whether to invest in the Fund.

The Fund may screen out companies which:

• directly mine uranium for the purpose of weapons manufacture
• produce alcohol or tobacco
• manufacture or provide gaming facilities
• manufacture weapons and armaments
• manufacturers and distributors of pornography
• or have been subject to environmental, workplace health and safety, anti-discrimination, equal opportunity, trade practices or industrial relations prosecutions

The following section provides detailed information about the main fees and costs that you may be charged for investing in the Fund along with further information about the additional fees and costs that could apply to your investment. This information should be read in conjunction with the PDS.

Additional explanation of fees and costs

Indirect investors - additional master trust or wrap account fees

For investors accessing the Fund through a master trust or wrap account, additional fees and costs may apply. These fees and costs are stated in the offer document provided by your master trust or wrap account operator.

Fund manager and product access payments

Some wrap platforms, master trusts or other investment administration services (Platforms) charge fees for having the Fund included on their investment menus. We may, therefore, pay amounts from the fees we receive to any Platform through which the Fund is made available.

We make two types of payments to Platforms (subject to the restrictions noted below):

• product access payments (as a flat dollar amount each year) for administration and investment related services, which may be an amount of up to $17,000 per annum (GST inclusive) per Platform; and

• fund manager payments (based on the volume of business generated), which may be an amount of up to 40% of our issuer fee for Platforms external to the Westpac Group (i.e. up to 0.36% per annum of the funds invested via the Platform) and an amount of up to 100% of our issuer fee for Platforms provided by members of the Westpac Group (i.e. up to 0.90% per annum of the funds invested via the Platform).

The amount of these payments may change during the life of the PDS. As these amounts are paid by us out of our own resources, they are not an additional cost to you.

From 1 July 2013, volume based payments by product issuers to platform providers will no longer be permitted unless those payments are made under an arrangement entered into with the relevant platform before 1 July 2013. After 1 July 2013, BTIM will therefore not make volume based payments under any new arrangements with Platform providers where this is not allowed.

Fees paid to financial advisers and other persons

If you have a financial adviser, we may pay commissions to them and other persons approved by us (for example adviser dealer groups) from the fees we receive and at no additional cost to you. This amount may be at a rate of up to 0.90% pa (i.e. 100% of our issuer fee), calculated based on the value of your investment.

From 1 July 2013, the payment of commissions by product issuers to financial advisers will no longer be permitted unless those payments are made under an arrangement entered into with the relevant adviser before 1 July 2013. From 1 July 2013 BTIM will therefore no longer pay commissions to financial advisers under new arrangements with advisers.

Alternative forms of adviser remuneration

We may provide remuneration to financial advisers indirectly by paying them additional amounts (such as marketing support payments) and/or non-monetary benefits (such as business and technical support, professional development, conferences etc). If these amounts or benefits are provided, they are payable out of the fees and costs we receive and are not an additional cost to you.

We maintain a register that outlines the material alternative forms of remuneration that we pay to financial advisers and some distributors of our products, or receive from providers of some of the products available through us.

The register is publicly available and you can obtain a copy by contacting BT Customer Relations.

Ability to negotiate fees - wholesale investors

If you are classed as a wholesale investor (such as a professional investor) under the Corporations Act, in accordance with Australian Securities and Investments Commission (ASIC) policy, all fees described in this PDS may be individually negotiated. There is no set manner or method of negotiating fees. Please contact BT Customer Relations for further information.

Incidental fees and costs

Standard Government fees, duties and bank charges may also apply to your investments and withdrawals including dishonour fees and conversion costs.

Taxes

Unless otherwise stated, all fees quoted in the PDS are quoted on a GST inclusive basis and net of any applicable Reduced Input Tax Credits (RITCs).

Rebates/waivers for interfunding arrangements

The Fund may invest from time to time in other funds that we, or a related entity, manage (related fund).

Our current policy is:

• no contribution fee is payable to the related fund
• issuer fees and any performance fees are either not collected by the related fund or if they are, they are rebated in full to the investing fund,
• certain expense recoveries (if any) are fully rebated to the investing fund,
  however, we may change these arrangements at any time, in which case, we will give investors 30 days notice.