consolidated trust deed for sunsuper pty ltd as trustee …

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CORRS CHAMBERS WESTGARTH Lawyers Level 42, One One One 111 Eagle Street BRISBANE QLD 4000 AUSTRALIA Tel: (07) 3228 9333 Fax: (07) 3228 9444 Ref: CM 5280858 3470-0456-6018v23 CONSOLIDATED TRUST DEED FOR SUNSUPER PTY LTD AS TRUSTEE FOR SUNSUPER SUPERANNUATION FUND SUNSUPER PTY LTD ABN 88 010 720 840 SUNSUPER SUPERANNUATION FUND CONSOLIDATED TRUST DEED Consolidated to 20 April 2018

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Page 1: CONSOLIDATED TRUST DEED FOR SUNSUPER PTY LTD AS TRUSTEE …

CORRS CHAMBERS WESTGARTH Lawyers

Level 42, One One One

111 Eagle Street

BRISBANE QLD 4000

AUSTRALIA

Tel: (07) 3228 9333

Fax: (07) 3228 9444

Ref: CM

5280858

3470-0456-6018v23

CONSOLIDATED TRUST DEED FOR

SUNSUPER PTY LTD

AS TRUSTEE FOR SUNSUPER SUPERANNUATION FUND

SUNSUPER PTY LTD

ABN 88 010 720 840

SUNSUPER SUPERANNUATION FUND

CONSOLIDATED TRUST DEED

Consolidated to 20 April 2018

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CORRS CHAMBERS WESTGARTH Lawyers

Level 42, One One One

111 Eagle Street

BRISBANE QLD 4000

AUSTRALIA

Tel: (07) 3228 9333

Fax: (07) 3228 9444

DX: 135 Brisbane

Ref: CM

5416072

3470-0456-6018v23

TRUST DEED DATED 1 OCTOBER 1987

CONSOLIDATED TRUST DEED COMPRISING:

DEED OF VARIATION DATED 7 JULY 1999 (REPLACEMENT TRUST DEED)

AS AMENDED BY:

Deed of variation dated 8 August 2001

Deed of variation dated 27 June 2002

Deed of variation dated 20 April 2005

Deed of variation dated 8 November 2005

Deed of variation dated 15 June 2007

Deed of variation dated 16 July 2008

Deed of variation dated 25 February 2013

Deed of variation dated 27 September] 2013 (effective 25 February 2013)

Deed of variation dated 23 October 2013

Deed of variation dated 24 November 2014 (effective 22 October 2014)

Deed of variation dated 16 December 2015

Deed of variation dated 22 June 2016

Deed of variation dated 17 February 2017 (effective 22 June 2016)

Deed of variation dated 20 April 2018

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CONTENTS

1 DEFINITIONS AND INTERPRETATIONS ........................................................................ 1 1.1 Definitions ............................................................................................................... 1 1.2 Definitions from SIS ................................................................................................ 7 1.3 Statutes ..................................................................................................................... 8 1.4 Plurals and Genders ................................................................................................. 8

1.5 Clauses, Schedules and Rules .................................................................................. 8 1.6 Headings and Sub-Headings .................................................................................... 8 1.7 Bodies and Associations .......................................................................................... 8

2 CONSTITUTION OF TRUST .............................................................................................. 8 2.1 Trust ......................................................................................................................... 8

2.2 Commencement ....................................................................................................... 8

2.3 Name of Fund .......................................................................................................... 8

2.4 Fund ......................................................................................................................... 9 2.5 Interest in the Fund .................................................................................................. 9 2.6 Participating Employers and Members bound by Deed .......................................... 9 2.7 Purpose .................................................................................................................... 9

2.8 Compliance .............................................................................................................. 9

3 PARTICIPATING EMPLOYERS....................................................................................... 10

3.1 Application for Participation as a Participating Employer .................................... 10 3.2 Trustee may reject application for Participation .................................................... 10 3.3 Participation without application ........................................................................... 11

3.4 Date of Admission ................................................................................................. 11 3.5 Information to be given to Employers or prospective Employers ......................... 11

3.6 Terms of Participation ........................................................................................... 11 3.7 Termination of Participation .................................................................................. 11

3.8 Substituted Employer ............................................................................................. 12 3.9 Consequences of termination ................................................................................. 12

3.10 Rights of Employer maintained ............................................................................. 12

4 MEMBERS .......................................................................................................................... 12 4.1 Eligibility ............................................................................................................... 12

4.2 Application for membership .................................................................................. 12 4.3 Admission with no application .............................................................................. 13 4.4 Applicant to provide information .......................................................................... 13

4.5 Admission to membership ..................................................................................... 13 4.6 Date of admission .................................................................................................. 13

4.7 Provisional Members ............................................................................................. 13 4.8 Information to be given to Members or prospective Members ............................. 14

4.9 Subsequent failure to provide Information ............................................................ 14 4.10 Termination of Membership/Provisional Membership ......................................... 14 4.11 Cooling Off Period ................................................................................................ 14

5 ACCOUNTS OF THE FUND ............................................................................................. 14 5.1 Establishment of Reserve Account ........................................................................ 14 5.2 Crediting of Reserve Account ............................................................................... 15 5.3 Debiting of Reserve Account ................................................................................. 15 5.4 Application of Reserve Account Credit ................................................................. 15 5.5 Establishment of Retirement Credit ....................................................................... 15

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5.6 Allocations to Retirement Credit ........................................................................... 15 5.7 Other Accounts ...................................................................................................... 16

5.8 Change in value of the Fund .................................................................................. 16

5.9 Unallocated Accounts for Defined Benefits .......................................................... 17 5.10 Reserves for parts of the Fund ............................................................................... 19

6 MANAGEMENT OF TRUST ............................................................................................. 20 6.1 Powers of Trustee .................................................................................................. 20 6.2 Delegation of Trustee powers ................................................................................ 21

6.3 Appointment of Administrator, Custodians and Advisers ..................................... 22 6.4 Remuneration of Delegates and Advisers .............................................................. 22 6.5 Exercise of Discretion ............................................................................................ 22 6.6 Trustee not required to give security ..................................................................... 22 6.7 Remuneration of Trustee ....................................................................................... 22

6.8 Registration in name of nominee or custodian trustee ........................................... 23

6.9 Director may be a Member .................................................................................... 23 6.10 Discretions Absolute .............................................................................................. 23

6.11 MySuper Classes ................................................................................................... 23 6.12 Employer’s MySuper Classes ................................................................................ 24 6.13 MySuper Class and other classes ........................................................................... 25

7 TRUSTEE ............................................................................................................................ 26

7.1 Constitutional Corporation .................................................................................... 26 7.2 Removal of Trustee ................................................................................................ 26

7.3 Trustee may retire .................................................................................................. 26 7.4 Appointment of new Trustee ................................................................................. 26 7.5 Vesting of Fund in New Trustee ............................................................................ 26

7.6 Defects in Appointment ......................................................................................... 26

7.7 Covenants by new trustee ...................................................................................... 26 7.8 [Deleted] ................................................................................................................ 27

8 INVESTMENT AND BORROWING ................................................................................. 27

8.1 Investment strategy ................................................................................................ 27 8.2 Trustee to give effect to investment strategy ......................................................... 27

8.3 Implementing the investment strategy ................................................................... 27 8.4 Investment directions from Member ..................................................................... 27

8.4A MySuper Investment Strategy ............................................................................... 28 8.4B Investment strategy for Reserve Account and reserves ......................................... 28 8.5 Authorised Investments ......................................................................................... 28 8.6 Appointment of Investment Manager .................................................................... 29 8.7 Underwriting of Authorised Investments .............................................................. 30

8.8 Borrowing .............................................................................................................. 30 8.9 Dealings with Members ......................................................................................... 30

8.10 Loans to Participating Employers .......................................................................... 30

9 EXPENSES AND FEES ...................................................................................................... 31 9.1 Expenses ................................................................................................................ 31 9.2 Payment of Expenses ............................................................................................. 32 9.3 Charges .................................................................................................................. 33

10 CONTRIBUTIONS ............................................................................................................. 34 10.1 Employer Contributions ......................................................................................... 34

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10.2 Member Contributions ........................................................................................... 35 10.3 Contributions by other persons .............................................................................. 35

10.4 Payment of Contributions ...................................................................................... 35

10.5 Cessation of contributions ..................................................................................... 36

11 BENEFITS ........................................................................................................................... 36 11.1 Payment of Benefits ............................................................................................... 36 11.2 Deduction of Tax from Benefits ............................................................................ 36 11.3 Reduction of Benefit payable ................................................................................ 36

11.4 Benefits payable to Members ................................................................................ 36 11.5 Amount of benefit payable .................................................................................... 37 11.5A Insured Benefits for MySuper Class ...................................................................... 37 11.5B Total and Permanent Disablement benefits for TPD Class ................................... 37 11.6 Severe Financial Hardship and Compassionate Grounds ...................................... 38

11.7 Deferral of benefit payments ................................................................................. 39

11.8 Death benefits ........................................................................................................ 39 11.9 Partial payments ..................................................................................................... 40

11.10 Benefit payment standards ..................................................................................... 40 11.11 Form of benefit payments ...................................................................................... 40 11.12 Payment of lump sum benefits .............................................................................. 40 11.13 Payment of pension benefits .................................................................................. 41

11.14 Payment to a Superannuation Entity ...................................................................... 42 11.15 Release to Trustee .................................................................................................. 42

11.16 Evidence of entitlement to benefits ....................................................................... 42 11.17 Incapacity ............................................................................................................... 42 11.18 Transfer to Eligible Rollover Fund ........................................................................ 43

11.19 Payment Splits ....................................................................................................... 43

12 TRANSFER FROM ANOTHER FUND ............................................................................. 44 12.1 Arrangements for transfer to the Fund ................................................................... 44 12.2 Member’s consent .................................................................................................. 44

12.3 Value of transfer .................................................................................................... 44

13 TRANSFER TO ANOTHER FUND ................................................................................... 44

13.1 Member or Employer may request transfer ........................................................... 44 13.2 Member’s consent to transfer out .......................................................................... 45

13.2A Transfers without member consent ........................................................................ 45 13.2B Partial transfers ...................................................................................................... 45 13.3 Transfer of assets ................................................................................................... 45 13.4 Receipt sufficient discharge ................................................................................... 45

14 ACCOUNTS AND AUDIT ................................................................................................. 46 14.1 Records to be kept ................................................................................................. 46 14.2 Accounting Records ............................................................................................... 46

14.3 Accounts ................................................................................................................ 46 14.4 Auditor ................................................................................................................... 46 14.5 Auditor’s access ..................................................................................................... 47 14.6 Information for Members ...................................................................................... 47

15 REGISTERS ........................................................................................................................ 47 15.1 Participating Employers Register .......................................................................... 47 15.2 Members Register .................................................................................................. 47

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16 TERMINATION OF THE FUND ....................................................................................... 48 16.1 Circumstances of Termination ............................................................................... 48

16.2 Termination Procedure .......................................................................................... 48

16.3 Distribution ............................................................................................................ 48 16.4 Receipt for Distribution ......................................................................................... 49

17 TRUSTEE’S INDEMNITY ................................................................................................. 49 17.1 Trustee’s entitlement to indemnity ........................................................................ 49 17.2 No indemnity for breach ........................................................................................ 49

17.2A Restriction on indemnity for operational risks ...................................................... 50 17.3 Indemnity for Directors ......................................................................................... 50 17.4 Trustee not liable for actions Trustee is obliged to perform .................................. 50 17.5 Discharge on receipt by Trustee ............................................................................ 50

18 LIMITATION ON LIABILITY OF PARTICIPATING EMPLOYERS AND

MEMBERS .......................................................................................................................... 50 18.1 No liability to make payments ............................................................................... 50 18.2 No obligation to indemnify Trustee ....................................................................... 50

19 AMENDMENT OF DEED .................................................................................................. 51

19.1 Permitted Amendments ......................................................................................... 51 19.2 Amendments .......................................................................................................... 51 19.3 Notification of Amendments ................................................................................. 51

20 STATUTORY SUPERANNUATION SCHEME ............................................................... 51

21 GENERAL PROVISIONS .................................................................................................. 51

21.1 Notices ................................................................................................................... 51

21.2 Prohibition on reversion of assets .......................................................................... 52 21.3 Governing Law ...................................................................................................... 52 21.4 Workers’ Compensation not affected .................................................................... 52

21.5 Severance ............................................................................................................... 52 21.6 Disputes ................................................................................................................. 52

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1 DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In this Deed unless the context otherwise requires the following expressions have the

meanings given to them in this clause 1.

“Accrued Benefit” means in relation to a Defined Benefit Member at any time, the value

of the benefit that has accrued to that Member up to that date as determined by the Trustee

on the advice of an actuary in accordance with the Defined Benefit Agreement applicable

to that Member. A Defined Benefit Member’s Accrued Benefit comprises:

(a) the Defined Benefit applicable to the Member, in the circumstances in which the

benefit has become payable (whether on retirement, death, Total and Permanent

Disablement or other termination of Service); and

(b) the Member’s Retirement Credit (if any).

“Administrator” means a person appointed to administer the Fund pursuant to clause 6.3.

“Auditor” means a person appointed under clause 14.4(a) to perform the functions of

auditor of the Fund.

“Authorised Investments” means the investments more particularly described in

clause 8.5 and any of them.

“Binding Nomination” means a notice to the Trustee given by an applicant or Member

directing the Trustee to pay all or part of the benefit payable on their death to a person or

persons nominated in the notice, and the notice complies with the following:

(a) each person nominated is within a class of persons the Trustee has prescribed as

eligible to be nominated in a Binding Nomination;

(b) the notice is in a form prescribed by the Trustee;

(c) the notice otherwise complies with form and content requirements prescribed by

the Trustee; and

(d) the nomination was given or confirmed within the period before the Member’s

death prescribed by the Trustee.

“Charging Rules” means all of the rules set out in SIS prescribing the manner in which

fees and charges payable in respect of a Member who holds a MySuper Interest may or

must be calculated and allocated to Members holding MySuper Interests.

“Commodities” means any tangible personal property, currency, interest rate, financial

index or indices (including any share index) or such other tangible or intangible thing

determined by the Trustee for the purposes of this definition.

“Custodian” means any person appointed under clause 6.3(b) to perform the functions of

custodian of part or all of the Fund.

“Deed” means this document as amended from time to time, and includes the Rules and

any other schedules.

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“Defined Benefit” means a benefit to which a Member is or may become entitled, the

amount of which is determined other than by reference to the Member’s Retirement Credit.

“Defined Benefit Agreement” has the meaning given to that term in clause 5.9(a).

“Defined Benefit Member” means a Member whose entitlement to benefits from the Fund

includes a Defined Benefit.

“Dependant” of a Member means any person who is or was at the relevant time:

(a) a Spouse of the Member;

(b) a Child of the Member; or

(c) dependent upon the Member for maintenance or support; or

(d) in an Interdependency Relationship with the Member, where the relevant time

occurs on or after 1 July 2004.

“Derivative” means any financial instrument or arrangement whose economic

performance is dependent on any change in interest rate, currency value or exchange rate

or the economic performance of another security or Commodity.

“Eligible Person” means a person who is eligible under Superannuation Law to join, and

remain a member of, a Regulated Superannuation Fund.

“Eligible Reversionary Beneficiary” means, in relation to a Member’s nomination of a

Reversionary Beneficiary, a person who:

(a) is a Dependant of the Member (at the time of the nomination and at the time of the

Member’s death);

(b) where the person is the Member’s Spouse at the time of nomination, is the

Member’s Spouse at the time of the Member’s death; and

(c) is otherwise eligible under Superannuation Law to be a Reversionary Beneficiary

of the pension (at the time of the nomination and at the time of the Member’s

death).

“Employee” has the meaning given to that term in section 15A of SIS, and in relation to

any Participating Employer means an employee of that Participating Employer.

“Employer” has the meaning given to that term in section 15A of SIS, and in relation to a

Member, or former Member, at any time, means an employer of that Member at that time.

“Expenses” means the expenses listed in clause 9.1.

“Financial Year” means each successive period of 12 Months commencing on 1 July and

ending on 30 June, or any part of such period that may occur at the commencement or

termination of the Fund.

“Fund” means the superannuation trust fund constituted by the Deed.

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“Index Linked Securities” means any investment whose economic performance is

dependent on changes in any index.

“Insurance Investments” means any investment offered by an insurance company or life

office, whether the same involves a deposit, a loan, payment of premiums, acquisition of a

right or interest in or arising out of insurance or life policies, or in a statutory fund or any

similar investment.

“Insured Benefit” means the proceeds payable under a Policy of Insurance covering a

Member or group of Members.

“Interest Crediting Rate” refers to allocation to Member Accounts of a net change in

value of the assets of the Fund or an investment strategy under clause 5.8 (expressed in

such manner as the Trustee determines, which may or may not refer to crediting rate or net

earning rate).

“Investment Manager” means a person appointed as an a investment manager pursuant to

clause 8.6.

“Land” includes:

(a) land of any tenure and any estate or interest whether vested or contingent in land;

(b) buildings or parts of buildings whether the division is horizontal vertical or made

in any other way;

(c) a lot comprised in a building units plan or group titles plan;

(d) an easement, right, privilege, share, interest or benefit in, over, derived from or

attached to Land.

“Land Swaps” means any investment whose economic performance is dependent on

changes in the performance or relative performance of any Land or any agreement,

arrangement or understanding tied to the changes in the performance of any Land or

relative performance of any Land.

“Large Participating Employer” has the meaning given to that term in clause 6.12(a)(i).

“Lifecycle Exception” means, in relation to a MySuper Investment Strategy, that gains

and losses from different classes of asset may be streamed to different subclasses of

Members who hold a MySuper Interest:

(a) on the basis, and only on the basis, of the age of those Members;

(b) on the basis of the age of those Members and other factors prescribed under SIS;

or

(c) on the basis of the age of those Members and other factors prescribed in

circumstances prescribed under SIS.

“Member” means a person whom the Trustee has accepted as a Member and who has not

ceased to be a Member and includes, unless the contrary intention appears, a Provisional

Member.

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“Member Account” means in relation to a Member, the Retirement Credit of that

Member.

“Month” means a calendar month.

“MySuper Class” has the meaning given to that term in clause 6.11.

“MySuper Interest” of a Member means a beneficial interest of the Member in a

MySuper Class.

“MySuper Investment Strategy” has the meaning given to that term in clause 6.11(a).

“Offer Document” means any document issued by the Trustee offering membership of the

Fund.

“Participating Employer” means an Employer which the Trustee has accepted as a

Participating Employer to the Fund and which has not ceased to be a Participating

Employer.

“Participation Agreement” has the meaning given to that term in clause 6.12(e).

“Permitted Fees” means, in relation to a MySuper Class, fees and charges as provided in

clause 9.3(c).

“Permitted Limitation” means a limitation on the source or kind of contributions that is:

(a) a prescribed limitation for a MySuper Product under SIS; or

(b) imposed by or under the general law or another law of the Commonwealth.

“person” includes partnerships, associations or corporations as the context may require.

“Policy of Insurance” means any policy of insurance or assurance of any kind covering a

Member, or a group of Members.

“Preserved Benefit” means:

(a) the amount of any benefit or any part of a benefit; or

(b) in relation to a Member who has not become entitled to a benefit, the Retirement

Credit or Accrued Benefit or any part of it,

which comprises the amount of the Member’s Preserved Benefit for the purposes of SIS, or

as otherwise determined by the Trustee, and which has not become unrestricted non-

preserved benefits under SIS.

“Provisional Member” means a person whom the Trustee has accepted as a Provisional

Member, and who has not become a Member.

“Repos” means agreements, arrangements or understandings with a person whereby any

Investments are transferred to or Investments are acquired from that person on the basis

that the transaction will be reversed on a predetermined rate and at an agreed price.

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“Reserve Account” means an account kept pursuant to clause 5.1.

“Retire” has the meaning assigned to that expression in SIS and “Retires”, “Retired” and

“Retirement” have corresponding meanings.

“Retirement Credit” means in relation to a Member at any time, the balance of the

account established for the Member under clause 5.5.

“Reversionary Beneficiary” means, in relation to a Member, a person who is an Eligible

Reversionary Beneficiary of that Member at the relevant time, and:

(a) the Member:

(i) on commencement of the Member’s pension benefit, in a form acceptable

to the Trustee, nominated the person to receive the Member’s pension

benefit on the Member’s death; and

(ii) has not made another nomination permitted by the Trustee;

(b) the Member:

(i) at such time during the term of the pension as the Trustee permits, in a

form acceptable to the Trustee, nominated the person to receive the

Member’s pension benefit on the Member’s death; and

(ii) has not made another nomination permitted by the Trustee; or

(c) where the Member’s pension benefit is transferred to the Fund from another

Superannuation Entity:

(i) immediately before transfer of the benefit the person was recognised by

that Superannuation Entity as a reversionary beneficiary of the benefit;

and

(ii) the Trustee has determined to accept that nomination for the purposes of

the Fund (either for that Member individually or for all or a group of

Members transferring from that Superannuation Entity),

and the Member has not made another nomination permitted by the Trustee.

“RITS” means the Reserve Bank Information & Transfer System.

“Service” means service as an Employee of an Employer and includes service as a full-

time or part-time salaried director of an Employer and such other categories of service as a

Participating Employer and the Trustee may agree to from time to time in respect of a

Member.

The following periods shall, at the Trustee’s discretion, be included in a Member’s

Service:

(a) any period during which the Member is employed by any other person directly or

indirectly allied or associated with an Employer;

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(b) any period of employment during which the Member is employed (whether in

military employment or otherwise) in connection with or in contemplation of

hostilities or compulsory national service;

(c) any period of absence from duty with an Employer which by operation of any

statute is deemed to be employment with that Employer;

(d) any period of absence from duty with an Employer not exceeding six (6) Months

(or such longer period as the Trustee upon the advice of the Employer may

determine in any particular case) where such absence is due to illness or injury;

and

(e) the whole or any part of a period of absence from duty with an Employer which

that Employer determines with the agreement of the Trustee shall be regarded as

service of the Member with the Employer.

“SIS” means the Superannuation Industry (Supervision) Act 1993 and includes the

regulations to it.

“Superannuation Entity” means any entity which provides superannuation or similar

benefits and which the trustee of a Regulated Superannuation Fund may, in accordance

with the Superannuation Law, transfer or rollover a member’s accrued benefit to, or accept

a transfer or rollover of benefits from. A Superannuation Entity includes an Eligible

Rollover Fund.

“Superannuation Law” means any requirement of a law or a Superannuation Regulator:

(a) prescribed for the operation of Regulated Superannuation Funds; or

(b) which must be complied with in order to:

(i) obtain the maximum tax concessions available to Regulated

Superannuation Funds; or

(ii) avoid any penalty.

“Superannuation Regulator” means the governmental body or bodies having

responsibility for the regulation of, or the administration of tax concessions available to,

Regulated Superannuation Funds, including:

(a) the Australian Prudential Regulation Authority;

(b) the Australian Securities & Investments Commission; and

(c) the Australian Taxation Office.

“Tax” means all forms of taxes, duties, governmental imposts and surcharges together with

interest, penalties, charges, fees and other amounts payable on or in respect of them.

“Total and Permanent Disablement”, in relation to an Insured Benefit of a Member has

the meaning given to the term “total and permanent disablement” or a corresponding term

in the applicable Policy of Insurance.

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“Total Disability”, in relation to an Insured Benefit of a Member, has the meaning given

to the term “total disability” or a corresponding term in the applicable Policy of Insurance.

“Trustee” means the Trustee for the time being of the Fund.

1.2 Definitions from SIS

In this Deed unless the context otherwise requires, the following expressions have the

meanings given to them in SIS:

“Activity Fee”;

“Administration Fee”;

“Approved Trustee”;

“Associate”;

“Buy-Sell Spread”;

“Child”;

“Compassionate Ground”;

“Constitutional Corporation”;

“Eligible Rollover Fund”;

“Exit Fee”;

“Insurance Fee”;

“Interdependency Relationship”;

“Investment Fee”;

“Large Employer”;

“Legal Personal Representative”;

“MySuper Product”;

“Permanent Incapacity”;

“Registrable Superannuation Entity”;

“Regulated Superannuation Fund”;

“Severe Financial Hardship”;

“Spouse”;

“Switching Fee”;

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“Terminal Medical Condition”.

1.3 Statutes

References in this Deed to any statutory enactment include, and shall be construed as,

references to the enactment as amended, modified, consolidated, replaced or re-enacted

from time to time.

1.4 Plurals and Genders

Words importing the singular number include the plural and vice versa and words

importing any gender include all genders.

1.5 Clauses, Schedules and Rules

Any reference in this Deed to a Clause, Schedule or Rule is a reference to the

corresponding Clause, Schedule or Rule of this Deed.

1.6 Headings and Sub-Headings

The use of headings in this Deed is for convenience only, and headings do not form part of,

and are not to be used in the interpretation of, any provision of this Deed.

1.7 Bodies and Associations

References to authorities, institutes, associations and bodies whether statutory or

otherwise, in the event of any such authority, institute, association or body ceasing to exist

or being reconstituted, renamed or replaced or its powers or functions being transferred to

any other authority, institute, association or body, is deemed to refer respectively to the

authority, institute, association or body established or constituted to replace it or

succeeding to its powers or functions or any of them.

2 CONSTITUTION OF TRUST

2.1 Trust

The Trustee declares that it holds the Fund upon the trusts, terms and conditions of this

Deed.

2.2 Commencement

The date of the Fund’s commencement is 1 October 1987.

2.3 Name of Fund

The superannuation trust fund constituted under this Deed is known as “Sunsuper

Superannuation Fund”.1

1 Name of Fund changed to “Sunsuper Superannuation Fund” on 20 April 2018. Previous name (since commencement)

was “Sunsuper”.

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2.4 Fund

The trust fund of the Fund includes:

(a) the initial investment settled on commencement of the Fund;

(b) such contributions as may be made from time to time by Participating Employers,

Members and other persons;

(c) all assets, property, benefits or policies in which the Fund is from time to time

invested; and

(d) all earnings from time to time arising from contributions or investments.

2.5 Interest in the Fund

Each Member has a beneficial interest in the Fund, but that interest does not:

(a) entitle the Member other than as provided in this Deed or permitted by law:

(i) to interfere with the rights or powers of the Trustee in its dealings with

the Fund;

(ii) to exercise any rights, powers or privileges in respect of any Authorised

Investments; or

(iii) to require the transfer to the Member of any of the assets of the Fund;

(b) confer any interest in any particular part of the Fund.

2.6 Participating Employers and Members bound by Deed

The terms and conditions of this Deed are binding on the Trustee, each Participating

Employer and each Member and all persons claiming through them respectively as if each

such Participating Employer and Member had severally been a party to this Deed.

2.7 Purpose

The Fund must be maintained solely for one or more of the core or ancillary purposes

identified in SIS as the purposes for which a Regulated Superannuation Fund must be

solely maintained.

2.8 Compliance

(a) The Trustee may comply with any Superannuation Law notwithstanding that:

(i) compliance with the Superannuation Law conflicts with an express

provision of this Deed;

(ii) the Superannuation Law is not required under SIS or otherwise to be

included in this Deed.

(b) The Trustee is not taken to have committed any breach of trust by virtue of any

act or thing done to comply with any Superannuation Law.

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(c) Notwithstanding any other provision in this Deed:

(i) the Trustee in the exercise of its powers under this Deed is not subject to

the direction of any other person except where the Superannuation Law

permits the direction to be given to the Trustee by that person, and where

any provision of the Deed would permit any person to give a direction to

the Trustee other than as permitted by the Superannuation Law the

Trustee must disregard any direction given by that person, and the

Trustee may alone exercise the power, authority or discretion which is by

the terms of this Deed subject to the direction of that other person;

(ii) where any discretion under this Deed may be exercised by a person other

than the Trustee:

(A) the person on whom the discretion is conferred may not exercise

that discretion in any case unless the Trustee consents to the

exercise of the discretion in the manner in which the person

proposes to exercise the discretion;

(B) the provision conferring the discretion is deemed to require the

consent of the Trustee to the exercise of the discretion; and

(C) the person on whom the discretion is conferred may exercise the

discretion with the Trustee’s consent.

(d) Without limiting the preceding provisions of this clause 2.8, the provisions of

Part 6 of SIS override any provision of this Deed which is inconsistent with them.

(e) This Deed is to be construed as containing covenants in the terms prescribed

under SIS as covenants that are taken to be contained in the governing rules of a

Registrable Superannuation Entity.

3 PARTICIPATING EMPLOYERS

3.1 Application for Participation as a Participating Employer

An Employer who wishes to provide retirement and other approved ancillary benefits for

its Employees may apply to become a Participating Employer in a form acceptable to the

Trustee.

3.2 Trustee may reject application for Participation

The Trustee may:

(a) accept or reject an application to become a Participating Employer without giving

any reason;

(b) impose any conditions when accepting an application; and

(c) at any time, remove or vary any condition so imposed.

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3.3 Participation without application

If Superannuation Law permits, the Trustee may accept an Employer as a Participating

Employer without having received an application for participation, on such terms and

conditions and effective from such date as the Trustee determines.

3.4 Date of Admission

An applicant becomes a Participating Employer on the date determined by the Trustee.

3.5 Information to be given to Employers or prospective Employers

The Trustee must give a new or prospective Participating Employer such information as is

prescribed by the Superannuation Law.

3.6 Terms of Participation

(a) The Trustee may agree (“Participation Agreement”) that a Participating

Employer’s participation in the Fund is to be governed, wholly or partly, by rules

other than the terms of this Deed, in respect of Employees of the Participating

Employer and if applicable former Employees and other persons that the

participation relates to.

(b) Without limiting clause 3.3, where the benefits of Employees of a Participating

Employer are transferred to the Fund from another Superannuation Entity, the

Trustee may determine to accept a document specifying terms and conditions of

membership of those Employees (and if applicable former Employees and other

persons that the participation relates to) in that Superannuation Entity as

comprising a Participation Agreement for that Participating Employer.

(c) A Participation Agreement overrides inconsistent provisions of this Deed to the

extent of the inconsistency.

(d) The same Participation Agreement may apply in respect of Employees of two or

more Participating Employers, and may identify one “Principal Employer”, that

has special rights and obligations, and one or more “Associated Employers”.

(e) The Trustee may amend the Participation Agreement from time to time in

accordance with the terms of the Participation Agreement or, where the

Participation Agreement does not specify amendment terms, clause 19.

(f) To avoid doubt, a Participation Agreement operates as an amendment to this Deed

in respect of the beneficiaries the Participation Agreement applies to, and does not

constitute a separate trust.

(g) The Trustee may regard any instruction given or purported to be given by an

officer of a Participating Employer as a valid instruction.

3.7 Termination of Participation

(a) A Participating Employer may at any time by notice in writing to the Trustee

terminate its participation in the Fund as from a date specified in the notice and

accepted by the Trustee.

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(b) The Trustee may by notice in writing given to a Participating Employer terminate

the Participating Employer’s participation in the Fund on a date determined by the

Trustee and specified in the notice.

3.8 Substituted Employer

(a) Where:

(i) the whole or substantially the whole of the assets of a Participating

Employer’s business are acquired by another person; or

(ii) another person commences to employ all or any Members formerly

employed by a Participating Employer,

the Trustee may elect to accept the performance by that other person of the

obligations of the Participating Employer under this Deed in place of the

performance of those obligations by the Participating Employer.

(b) Acceptance by the Trustee of performance of a Participating Employer’s

obligations by another person discharges the Participating Employer from any

further obligations under this Deed.

3.9 Consequences of termination

On termination of a Participating Employer’s participation taking effect:

(a) no persons shall be admitted as Members as Employees of the former

Participating Employer;

(b) the former Participating Employer must not make further contributions to the

Fund except contributions due prior to the date of termination.

3.10 Rights of Employer maintained

Neither membership of the Fund nor anything contained in this Deed in any way prejudices

or affects the right of a Participating Employer to dismiss any Employee or to vary the

terms of an Employee’s employment, and neither membership of the Fund nor the rights or

benefits of a Member under this Deed may be used as grounds for granting or increasing

damages in any action brought by any Employee against the Participating Employer

whether in respect of any alleged wrongful dismissal or otherwise.

4 MEMBERS

4.1 Eligibility

Any Eligible Person is eligible to become a Member, subject to this clause 4.

4.2 Application for membership

(a) An Employee nominated for membership of the Fund by a Participating Employer

may apply to become a Member.

(b) A Participating Employer may apply for an Employee to become a Member.

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(c) Any Eligible Person other than an Employee of a Participating Employer may

apply to become a Member.

(d) An application for membership must be in a form acceptable to the Trustee.

4.3 Admission with no application

If Superannuation Law permits, the Trustee may admit an Eligible Person as a Member

without having received an application for membership, on such terms and conditions and

effective from such date as the Trustee determines.

4.4 Applicant to provide information

An applicant who wishes to become a Member must:

(a) have any medical examination; and

(b) provide any information or take any other steps,

which the Trustee requests in relation to the application.

4.5 Admission to membership

(a) The Trustee may:

(i) accept or reject an application to become a Member without giving any

reason;

(ii) impose any conditions when accepting an application; and

(iii) at any time remove or vary any condition so imposed.

(b) The Trustee must reject an application unless the applicant is an Eligible Person

and the Trustee is satisfied that the applicant is an Eligible Person.

4.6 Date of admission

Where an Eligible Person is admitted as a Member, their membership commences on the

date determined by the Trustee or, if the Trustee makes no determination, on the earlier of:

(a) the date the Trustee accepts the application for membership in respect of the

Eligible Person;

(b) the date the Trustee accepts the first contribution or rollover for the credit of the

Member.

4.7 Provisional Members

(a) An Employee:

(i) whose Participating Employer has applied on the Employee’s behalf; and

(ii) who has not lodged an application,

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becomes a Provisional Member upon acceptance by the Trustee of the

Participating Employer’s application for the Employee’s membership, unless the

Trustee accepts the Employee as a Member.

(b) A Provisional Member may apply for membership.

(c) A Provisional Member becomes a Member on the Trustee accepting them as a

Member, and their membership commences on a date determined by the Trustee.

4.8 Information to be given to Members or prospective Members

The Trustee must:

(a) provide to prospective Members, prior to accepting an application for

membership, such information as is prescribed by Superannuation Law;

(b) provide such information to a new Member as is prescribed by Superannuation

Law.

4.9 Subsequent failure to provide Information

If a Member fails after admission to provide information or evidence as and when required

by the Trustee and to its satisfaction, the Trustee may refuse to accept any further

contributions by or for that Member.

4.10 Termination of Membership/Provisional Membership

(a) A person ceases to be a Member on the first to occur of:

(i) the Member’s benefit being paid in full; or

(ii) transfer of the full amount of the Member’s Retirement Credit or

Accrued Benefit to another Superannuation Entity.

(b) A person ceases to be a Provisional Member on the first to occur of:

(i) the Provisional Member’s benefit being paid in full;

(ii) the Provisional Member becoming a Member; or

(iii) transfer of the full amount of the Provisional Member’s Retirement

Credit to another Superannuation Entity.

4.11 Cooling Off Period

The Trustee must comply with any requirements of Superannuation Law in relation to

notification and operation of cooling off periods.

5 ACCOUNTS OF THE FUND

5.1 Establishment of Reserve Account

The Trustee must maintain a Reserve Account for the Fund.

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5.2 Crediting of Reserve Account

The Trustee must credit to the Reserve Account:

(a) all income earned on the Fund’s investments;

(b) any gains on the realisation of any of the Fund’s investments, and any other

accretions to or arising out of the Fund’s investments;

(c) any amounts debited to provide for payment of Expenses;

(d) any other amounts which may be credited to the Reserve Account under this Deed

or in accordance with Superannuation Law.

5.3 Debiting of Reserve Account

The Trustee must debit to the Reserve Account:

(a) any losses on realisation of any of the Fund’s investments;

(b) any amounts applied by the Trustee in accordance with clause 5.4.

5.4 Application of Reserve Account Credit

The Trustee may apply the Reserve Account for any of the following purposes:

(a) in payment of Expenses;

(b) to provide additional benefits for Members or their Dependants in such manner as

the Trustee determines;

(c) in determining the amount of a net change in value of the assets of the Fund or an

investment strategy which is available for allocation to Member Accounts;

(d) for any other purpose permitted by Superannuation Law.

5.5 Establishment of Retirement Credit

The Trustee must maintain for each Member (other than a Member entitled only to Defined

Benefits) an account referred to as the Retirement Credit.

5.6 Allocations to Retirement Credit

(a) The Trustee must allocate to a Member’s Retirement Credit:

(i) any contributions made by or for the credit of the Member;

(ii) any amount transferred from another Superannuation Entity for the credit

of the Member;

(iii) any part of a contribution made for the credit of another Member which

that other Member has requested or directed is to be allocated to the

Member Account, where:

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(A) Superannuation Law permits the allocation and the Trustee

determines to make the allocation; or

(B) Superannuation Law requires the allocation;

(iv) any amount otherwise received by the Trustee for the credit of the

Member or which under this Deed the Trustee may allocate for the

benefit of the Member (including the proceeds of any Policy of Insurance

received in respect of the Member).

(b) The Trustee must also allocate to each Member Account:

(i) net changes in value of the assets of the Fund, or of an investment

strategy or investment strategies, as applicable to the Member;

(ii) any amount transferred to another Superannuation Entity for the credit of

the Member;

(iii) any charges applicable to that Member;

(iv) any share of Expenses the Trustee determines to allocate to the Member,

and any particular Expenses applicable to that Member;

(v) any other debits or credits applicable to the Member or which the Trustee

decides to allocates to the Member.

(c) Despite clause 5.6(b), the Trustee must not allocate to a Member’s Retirement

Credit an amount for charges or Expenses in respect of a MySuper Interest, where

Superannuation Law does not permit those charges or Expenses to be charged in

respect of a MySuper Product.

5.7 Other Accounts

The Trustee may maintain any other accounts as the Trustee considers appropriate.

5.8 Change in value of the Fund

(a) The Trustee must determine the net change in the value of the assets of the Fund

from time to time, to be declared at such times and in respect of such periods as

the Trustee nominates.

(b) In determining the net change in value of the assets of the Fund for a period, the

Trustee may take into account, in relation to the period:

(i) investment returns on the assets of the Fund;

(ii) expenses, and any provision for expenses, in connection with the Fund;

(iii) capital gains and losses on realisation of any of the assets of the Fund;

(iv) unrealised gains and losses arising on revaluation of any of the assets of

the Fund;

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(v) allowance for capital appreciation and depreciation on any of the assets

of the Fund;

(vi) write-offs of bad debts;

(vii) the appropriateness of averaging the net earnings of the Fund over two or

more periods;

(viii) any reserves maintained by the Trustee; and

(ix) any other factors which the Trustee considers appropriate.

(c) The net change in value of the assets of the Fund for a period may be positive or

negative.

(d) Where the Trustee maintains two or more investment strategies during a period,

the Trustee must determine the net change in value of the assets of the Fund for

that period which is attributable to each investment strategy, instead of

determining the change in value of the assets of the Fund for that period.

(e) The Trustee must on determining a net change in value of the assets of the Fund

or any investment strategy, determine the extent to which, and the manner in

which, that net change in value is to be allocated to Member Accounts.

(f) The Trustee may adopt procedures for determining a net change in value of the

assets of the Fund or an investment strategy on an interim basis at such times as

the Trustee determines.

5.9 Unallocated Accounts for Defined Benefits

(a) The Trustee may enter into an agreement with a Participating Employer that some

or all of the benefits for some or all Employees of the Participating Employer who

become Members are Defined Benefits (“Defined Benefit Agreement”). A

Defined Benefit Agreement forms part of the governing rules of the Fund

applicable to Members whose benefits are provided under the terms of the

Defined Benefit Agreement.

(b) Where a Defined Benefit Agreement is in place, the Trustee must maintain an

unallocated account for that Participating Employer (“Unallocated Account”).

The Trustee must allocate to each Unallocated Account net changes in the value

of the assets of the Fund, or of an investment strategy or investment strategies, as

applicable to that Unallocated Account.

(c) The Trustee must credit to an Unallocated Account:

(i) contributions made by the Participating Employer for the purpose of

providing Defined Benefits for Employees of that Participating

Employer;

(ii) any contributions made by Employees of that Participating Employer

required for the provision of their Defined Benefits;

(iii) [deleted];

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(iv) any proceeds payable under a Policy of Insurance taken out to provide

Defined Benefits on death or Total and Permanent Disablement for

Employees of that Participating Employer;

(v) any other amount held pursuant to this Deed in relation to the provision

of Defined Benefits for Employees of that Participating Employer.

(d) The Trustee must debit to a Unallocated Account:

(i) the amount of any Defined Benefit:

(A) paid in respect of an Employee of that Participating Employer;

or

(B) for any reason converted to an accumulation benefit and

allocated to a Retirement Credit for an Employee of that

Participating Employer;

(ii) the amount of any Defined Benefit paid to another Superannuation Entity

in respect of an Employee of that Participating Employer;

(iii) any insurance premiums payable under a Policy of Insurance taken out to

provide Defined Benefits on death or Total and Permanent Disablement

for Employees of that Participating Employer;

(iv) a share of any Expenses which the Trustee decides to debit to the

Unallocated Account;

(v) any Expense the Trustee determines is properly attributable to that

Unallocated Account; and

(vi) any other debits applicable to the Unallocated Account or the provision

of Defined Benefits for Employees of that Participating Employer, or

which the Trustee decides to allocate to the Unallocated Account.

(e) The amount of a Defined Benefit payable in respect of a Member:

(i) must not have the effect that the balance in the Unallocated Account after

payment of the benefit will be less than the aggregate vested Defined

Benefits of the other Members entitled to Defined Benefits out of that

Unallocated Account; and

(ii) cannot be paid out of any assets of the Fund other than the Unallocated

Account out of which the Defined Benefit is payable.

(f) A Participating Employer which enters into a Defined Benefit Agreement must

make such contributions as are necessary to fund the Defined Benefits provided

for in the Defined Benefit Agreement, but subject to any provisions of the Defined

Benefit Agreement allowing for:

(i) suspension or termination of contributions;

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(ii) decrease in the future accrual of Defined Benefits payable from the

Unallocated Account.

(g) Where the Trustee determines that there is a surplus in an Unallocated Account,

the Trustee may, if the Participating Employer requests:

(i) pay an amount out of the surplus to the Participating Employer, or an

associated entity nominated by the Participating Employer, where the

Defined Benefit Agreement authorises the payment;

(ii) increase the amount of Defined Benefits payable from the Unallocated

Account;

(iii) otherwise apply the surplus in a manner permitted by Superannuation

Law.

(h) Where the Trustee determines that there is a deficiency in an Unallocated

Account, the Trustee may take such steps as the Trustee is authorised or required

to take under Superannuation Law in relation to the deficiency (which may

include reducing the accrued Defined Benefits of Employees of the Participating

Employer). However the Trustee cannot make good any deficiency in an

Unallocated Account by making any payment out of any assets of the Fund other

than that Unallocated Account.

(i) Where the Trustee has formulated more than one investment strategy for the Fund,

the Trustee must determine the investment strategy or combination of investment

strategies for investment of an Unallocated Account. The Trustee may consider,

but is not bound by, any recommendation of the Participating Employer as to the

investment strategy for that Participating Employer’s Unallocated Account.

5.10 Reserves for parts of the Fund

(a) The Trustee may:

(i) separately maintain and account for a reserve in respect of any part of the

Fund; and

(ii) allocate to the reserve any amounts the Trustee determines in respect of

that part of the Fund.

(b) The Trustee may apply a reserve in respect of a part of the Fund:

(i) in payment of Expenses attributable to that part of the Fund;

(ii) to provide additional benefits for Members or their Dependants relevant

to that part of the Fund;

(iii) for any other purpose permitted by Superannuation Law, in respect of

that part of the Fund.

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6 MANAGEMENT OF TRUST

6.1 Powers of Trustee

The Trustee has all the powers over and in respect of the property and assets constituting

the Fund which it could exercise if it were the absolute and beneficial owner. Without in

any way limiting the generality of the foregoing or of any other provision of this Deed

which gives powers to the Trustee, the Trustee has full and absolute powers of:

(a) purchase and sale for cash or upon terms any Authorised Investment and

investment of the proceeds of any sale of Authorised Investments;

(b) leasing and accepting surrenders of leases (or agreeing so to do) with power to

compromise with lessees and others;

(c) executing and paying for repairs and improvements;

(d) instituting, prosecuting, compromising and defending legal proceedings and to

secure compliance with the terms of this Deed or to recover any loss suffered by

Members in respect of their investment under this Deed;

(e) attending and voting at meetings;

(f) paying all outgoings reasonably and properly incurred in connection with the

Fund or this Deed, including any Administrator’s or Investment Manager’s fees or

remuneration;

(g) opening and operating accounts with financial institutions;

(h) subject to clauses 8.9 and 8.10, lending money;

(i) developing, improving, subdividing, building, rebuilding, altering, extending,

replacing, repairing, managing, operating, leasing and otherwise dealing with any

Authorised Investment and purchasing such plant, equipment and fittings as are

necessary having regard to the purposes for which an Authorised Investment is

from time to time being used or intended to be used;

(j) entering into, performing and enforcing agreements;

(k) drawing, endorsing, discounting, selling, purchasing and otherwise dealing with

bills of exchange either alone or jointly and in particular commercial bills but so

that the totality of the moneys for the time being the subject of liability on the part

of the Trustee whether as drawer, acceptor or endorser of any and all of such bills

of exchange and whether alone or jointly or severally with other persons are

liabilities of the Fund;

(l) entering into agreements with joint or co-owners of assets an interest in which

constitutes an Authorised Investment for the time being held by the Fund for such

purposes as the Trustee may consider conducive to the interests of the Fund;

(m) entering into agreements (whether in the nature of partnerships, joint ventures or

otherwise) for the development of Authorised Investments with other reputable,

financial, solvent and stable persons and corporations;

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(n) setting aside out of the capital and income of the Fund such moneys as may be

required to meet the obligations of the Trustee under this Deed;

(o) collecting and accepting contributions to the Fund and crediting the contributions

to any account with a financial institution;

(p) allocating any amounts by way of income, capital or contributions to any

Investment Manager;

(q) paying or otherwise dealing with benefits in accordance with this Deed;

(r) insuring or re-insuring any risks, contingencies or liabilities of the Fund;

(s) taking out, or otherwise acquiring or surrendering any Policy of Insurance, and

paying premiums;

(t) determining as and when the need arises, who are Dependants of a deceased

Member;

(u) exercising any rights of ownership attaching to any asset of the Fund whether

alone or jointly with other persons having rights of ownership, and meeting out of

the assets of the Fund any liability attaching to ownership of any asset of the

Fund, whether alone or jointly with other persons;

(v) varying or transposing any investments into or for any other Authorised

Investment and varying the terms of any document or security;

(w) maintaining a register of Participating Employers and register of Members;

(x) irrevocably electing that the Fund shall become a Regulated Superannuation

Fund; and

(y) doing such other things as may appear to the Trustee to be incidental to any or all

of the above powers.

6.2 Delegation of Trustee powers

(a) The Trustee may delegate any functions, authorities, discretions or powers

exercisable by the Trustee (including a power which the Trustee has a duty to

exercise) to any person upon such terms and conditions as it determines.

(b) The Trustee is not liable or responsible for any act or omission, error of judgment,

negligence or breach of trust of a delegate.

(c) The Trustee may:

(i) revoke any delegations;

(ii) exercise any delegated function, authority, discretion or power itself

concurrently with or to the permanent or temporary exclusion of a

delegate.

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6.3 Appointment of Administrator, Custodians and Advisers

(a) The Trustee may:

(i) appoint in writing on such terms as it determines a person

(“Administrator”) to administer the Fund;

(ii) delegate to an Administrator such matters as it determines from time to

time related to the administration of the Fund.

(b) The Trustee may:

(i) appoint in writing on such terms as it determines any person eligible for

appointment in accordance with Superannuation Law as a custodian

(“Custodian”), to receive, hold and retain registration of any of the

assets of the Fund (whether or not those assets are located in Australia).

(ii) by the terms of appointment of a Custodian, allow the Custodian to

appoint and remove agents or sub-Custodians to carry out the

Custodian’s duties or any of those duties.

(c) The Trustee may engage accountants, actuaries, bankers, barristers, solicitors,

brokers, consultants, valuers and such other professional advisers from time to

time, to give such advice, as the Trustee determines.

(d) The Trustee is not liable for the neglect, default or misconduct of any person

appointed or engaged by it, nor for allowing trust funds or securities to remain in

the custody or control of any person so appointed or engaged for any time.

6.4 Remuneration of Delegates and Advisers

The Trustee may pay from the Fund, as an Expense, such remuneration as it determines to

any delegate appointed by it or adviser engaged by it.

6.5 Exercise of Discretion

Any exercise by the Trustee of any power, discretion or authority of the Trustee may be

made by a resolution of the corporation or by a resolution of its board of directors or other

governing body.

6.6 Trustee not required to give security

The Trustee is not required to give bond or security for the due and faithful administration

of the Fund or for the discharge of the trusts of this Deed.

6.7 Remuneration of Trustee

The Trustee is entitled to pay itself from the Fund from time to time a reasonable

remuneration for its services as trustee.

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6.8 Registration in name of nominee or custodian trustee

The title to any property forming part of the Fund may be registered in the name of a

custodian, nominee or other delegate of the Trustee.

6.9 Director may be a Member

(a) A director, officer or Employee of the Trustee is not, subject to the

Superannuation Law, by virtue of that person’s office, or of powers being

delegated by the Trustee to that person, disqualified from being a Member or from

exercising any rights or deriving any benefits as a Member.

(b) A director or other executive officeholder of a Participating Employer is not by

virtue of that person’s office, or of any powers being delegated by the

Participating Employer to that person, disqualified from being a Member or from

exercising any rights or deriving any benefits as a Member.

6.10 Discretions Absolute

(a) The Trustee has an absolute and uncontrolled discretion in the exercise of all of its

powers, authorities and discretions, and may exercise or refrain from exercising

all or any of those powers, authorities and discretions at any time.

(b) The powers, authorities and discretions conferred on the Trustee by this Deed are

in addition to any powers, authorities and discretions conferred by any statute

upon the Trustee, and nothing in this Deed limits any such powers, authorities and

discretions.

6.11 MySuper Classes

The Trustee may establish one or more classes of membership (“MySuper Class”) that

must have the following terms and conditions:

(a) the Trustee must determine the investment strategy applicable in respect of the

MySuper Class as a single diversified investment strategy (“MySuper

Investment Strategy”);

(b) all Members who hold a MySuper Interest must be entitled to access the same

options, benefits and facilities, except that:

(i) different terms and conditions may apply in respect of benefits under a

Policy of Insurance; and

(ii) access to options, benefits and facilities may otherwise be different if

permitted under Superannuation Law;

(c) net changes in value of the assets of the MySuper Investment Strategy must be

allocated to MySuper Interests in a way that does not stream gains or losses to

only some of those Members, except to the extent permitted under a Lifecycle

Exception;

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(d) the same process is to be adopted in attributing amounts to Members in respect of

their MySuper Interest, except to the extent that a different process is necessary to

allow for fee subsidisation by Participating Employers;

(e) if fee subsidisation by Participating Employers is permitted, that subsidisation

does not favour one Member who holds a MySuper Interest and is an Employee of

a subsidising Participating Employer over another such Member who is an

Employee of that Participating Employer;

(f) there are no limitations on the source or kind of contributions made by or on

behalf of Members who hold a MySuper Interest, other than Permitted

Limitations;

(g) a MySuper Interest cannot be replaced with an interest in another class of

membership in the Fund unless:

(i) the replacement is with an interest in another MySuper Class within the

Fund;

(ii) the Member consents in writing to the replacement within the time period

prescribed under Superannuation Law; or

(iii) the MySuper Interest is replaced with a beneficial interest of another

class in the Fund of a kind, and in the circumstances, permitted under

Superannuation Law;

(h) a Member’s MySuper Interest cannot be replaced with a beneficial interest in

another Superannuation Entity (“New Interest”) unless:

(i) the New Interest is a MySuper Product and the replacement with the New

Interest is permitted under a law of the Commonwealth;

(ii) the replacement is otherwise permitted, or is required, under a law of the

Commonwealth; or

(iii) the Member consents in writing to the replacement with the New Interest;

(i) to the extent that assets of the Fund are attributable to the MySuper Class, a

pension is not payable out of those assets (other than an Insured Benefit payable

as an income on the Member’s Total Disability).

6.12 Employer’s MySuper Classes

(a) The Trustee may establish a MySuper Class in respect of a Participating Employer

(“Employer’s MySuper Class”) where:

(i) the Participating Employer is a Large Employer, or the Trustee is

satisfied that the Participating Employer will become a Large Employer

within a period determined by the Trustee and prescribed by a

Superannuation Regulator (“Large Participating Employer”);

(ii) the Participating Employer is specified in the Participation Agreement as

a Large Participating Employer; and

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(iii) the Trustee is authorised by a Superannuation Regulator to establish the

Employer’s MySuper Class.

(b) A person is not entitled to hold a MySuper Interest in an Employer’s MySuper

Class unless the person is:

(i) an Employee or former Employee of:

(A) the Large Participating Employer; or

(B) an Associate of the Large Participating Employer; or

(ii) a relative or Dependant of such a person.

(c) Subject to clause 6.12(d), where an Employer’s MySuper Class is established for

a Large Participating Employer and:

(i) the Large Participating Employer or an Associate contributes to the Fund

(or would contribute apart from a temporary cessation of contributions)

for an Employee of the Large Participating Employer, any Employee of

the Large Participating Employer other than a Defined Benefit Member

is eligible to hold a MySuper Interest in that Employer’s MySuper Class;

(ii) the Large Participating Employer or an Associate contributes to the Fund

(or would contribute apart from a temporary cessation of contributions)

for an Employee of an Associate, any Employee of that Associate other

than a Defined Benefit Member is eligible to hold a MySuper Interest in

that Employer’s MySuper Class.

(d) An Employee of a Large Participating Employer is not eligible to hold a MySuper

Interest in that Employer’s MySuper Class where:

(i) under Superannuation Law, the governing rules of the Employer’s

MySuper Class cannot permit that Employee to be eligible to hold a

MySuper Interest; or

(ii) the Employee is not eligible under the Participation Agreement to hold a

MySuper Interest in the Employer’s MySuper Class, and Superannuation

Law does not require that the Employee is so eligible.

(e) An agreement between the Trustee and a Large Participating Employer in relation

to the terms of membership of the Fund applicable to Members of that Employer’s

MySuper Class (“Participation Agreement”) forms part of the governing rules of

the Fund applicable to those Members.

6.13 MySuper Class and other classes

(a) No Member who holds a beneficial interest in a MySuper Class is precluded from

holding a beneficial interest of another class in the Fund because of that fact.

(b) No Member is precluded from holding a beneficial interest in a MySuper Class

because the Member holds a beneficial interest of another class in the Fund.

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7 TRUSTEE

7.1 Constitutional Corporation

The Trustee must be a Constitutional Corporation and an Approved Trustee in respect of

the Fund.

7.2 Removal of Trustee

The office of the Trustee becomes vacant if:

(a) the Trustee becomes a disqualified person as defined in Section 120(2) of SIS;

(b) an order is made by a court removing the Trustee; or

(c) the Superannuation Regulator removes or suspends the Trustee in accordance with

the Superannuation Law.

7.3 Trustee may retire

The Trustee may retire if the Trustee has arranged for a Constitutional Corporation to

become the new Trustee.

7.4 Appointment of new Trustee

(a) If the Superannuation Regulator removes the Trustee, the Trustee must by deed

retire from office and appoint in its stead the Constitutional Corporation approved

by the Superannuation Regulator for the purpose.

(b) If the Trustee resigns from office, the Trustee must by deed retire from office and

appoint in its stead the Constitutional Corporation nominated by it and approved

by the Superannuation Regulator for the purpose.

7.5 Vesting of Fund in New Trustee

A Trustee vacating office shall do all acts and execute all documents necessary to transfer

the assets of the Fund to the new trustee. The retiring Trustee shall deliver to the new

trustee all books, documents, records and other property whatsoever relating to the Fund.

The costs and expenses incidental to this are an Expense of the Fund.

7.6 Defects in Appointment

The acts of the Trustee are valid despite any defects that may be discovered in its

appointment.

7.7 Covenants by new trustee

(a) A new trustee must execute upon appointment a deed which provides that the new

trustee undertakes to be bound by all the covenants and obligations on the part of

the Trustee from the date of appointment.

(b) From the date of appointment of a new trustee:

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(i) the retiring trustee is absolved and released from all covenants and

obligations under this Deed except for liability for any breach prior to the

new appointment;

(ii) the new trustee is entitled to exercise all the powers and rights and, is

subject to all the covenants and obligations, of the Trustee in all respects

as if the new trustee had been originally named as a party to this Deed.

7.8 [Deleted]

8 INVESTMENT AND BORROWING

8.1 Investment strategy

Subject to clauses 8.4, 8.4A and 8.4B, the Trustee:

(a) must set investment objectives for the Fund, and formulate an investment strategy

to achieve those objectives, in accordance with Superannuation Law; and

(b) may from time to time change the investment objectives and strategy.

8.2 Trustee to give effect to investment strategy

Subject to this Deed and to all proper enquiries and legal steps deemed by it necessary, the

Trustee must implement and give effect to any investment strategy settled by it.

8.3 Implementing the investment strategy

In implementing an investment strategy settled by it, the Trustee may invest so much of the

Fund as is available for investment in or upon such Authorised Investments and upon such

terms and conditions as the Trustee determines, and may generally manage and deal with

the property forming part of the Fund as fully as if the Trustee legally and beneficially

owned that property.

8.4 Investment directions from Member

(a) The Trustee will be taken to have formulated an investment strategy in accordance

with the requirements of clause 8.1 if the Trustee formulates a number of different

investment strategies for the Fund, each having different investment objectives

and invites Members and prospective members to select an investment strategy or

combination of investment strategies to be followed by the Trustee in relation to

the investment of Assets of the Fund on behalf of the Member.

(b) The Trustee must give to each Member and prospective Members invited to select

an investment strategy or combination of investment strategies such details of the

investment strategies formulated as the Superannuation Law requires to be given

to persons offered a choice of investment strategies, so that the Trustee is

permitted under Superannuation Law to give effect to the selection as an

investment direction.

(c) The Trustee may prescribe that a Member may select an investment strategy or

combination of investment strategies only where the balance of the Member’s

Retirement Credit exceeds a specified amount.

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(d) The directions from a Member must be given in the manner prescribed by the

Superannuation Law.

(e) From time to time and subject to the Trustee’s requirements a Member can change

the investment direction given by the Member.

(f) The Trustee must implement and give effect to any investment direction from a

Member approved by the Trustee and any variation thereof.

8.4A MySuper Investment Strategy

Where the Trustee offers a MySuper Product, the Trustee must determine and review the

investment objectives and investment strategy for the MySuper Investment Strategy in

accordance with the requirements of Superannuation Law for a MySuper Product.

8.4B Investment strategy for Reserve Account and reserves

Where the Trustee maintains:

(a) a Reserve Account; or

(b) reserves for part of the Fund (under clause 5.10),

the Trustee must formulate, review regularly and give effect to a strategy for the prudential

management of the Reserve Account or reserves (as applicable), consistently with the

Fund’s investment strategies and the capacity of the Fund to discharge liabilities (whether

actual or contingent) as and when they fall due.

8.5 Authorised Investments

The Trustee may only invest in the following Authorised Investments:

(a) moneys deposited (whether for a term or at call) with any financial institution

(with or without interest) or with any person, including short term money market

investments;

(b) stock, bonds, shares, notes, options, debentures, loan securities or any other

securities of any corporation or securities of any government, semi-governmental

body or public authority, whether in Australia or any other country, and whether

or not listed on a securities exchange in Australia or any other country;

(c) any investment in which by the laws of Queensland or any State or Territory of

Australia trustees are authorised to invest;

(d) Commodities;

(e) the purchase, lease or other acquisition of Land and any improvements, fixtures

and fittings erected or installed or to be erected or installed, or rights conferring

options, rights of first refusal or otherwise relating to the acquisition of Land;

(f) the purchase, lease, hire or other acquisition of any personal property and any

share or estate or interest in personal property;

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(g) units or sub-units or other rights or interests (however described) in any trust,

managed investment scheme or other mutual or common fund or pooled

superannuation trust;

(h) bills of exchange, promissory notes and other negotiable instruments whether

purchased or discounted which have been either drawn, issued, endorsed or

accepted by a corporation;

(i) any Derivative including but not limited to any one or more of:

(i) a futures contract;

(ii) a swap, cap, floor or collar;

(iii) a swaption;

(iv) a forward agreement;

(v) an option; or

(vi) options over any of the above Derivatives;

whether or not entered into or acquired for the purpose of hedging against or

minimising any loss concerning Authorised Investments held by the Trustee;

(j) Insurance Investments;

(k) the investment of money on security (by way of a registrable or registered first

mortgage) of any Land;

(l) discounting of loans, mortgages or leases;

(m) the purchase of a secondary mortgage market security;

(n) RITS in respect of investments mentioned elsewhere in this definition and

included in RITS;

(o) Repos;

(p) Index Linked Securities;

(q) Land Swaps;

(r) the making of any other investments the Trustee considers to be appropriate in the

circumstances.

8.6 Appointment of Investment Manager

(a) The Trustee may appoint on such terms as it determines one or more bodies

corporate (“Investment Managers”) to manage the investments of the Fund or

any part of the Fund.

(b) An Investment Manager may only be appointed if the following conditions are

satisfied:

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(i) the appointment is in writing;

(ii) the Investment Manager is eligible under the Superannuation Law to be

appointed to act;

(iii) the terms of the appointment comply with any applicable Superannuation

Law.

(c) The Trustee may delegate to an Investment Manager the whole or any part of the

Trustee’s powers, authorities and discretions relating to the investment, selling,

receiving, variation and disposal of assets of the Fund.

8.7 Underwriting of Authorised Investments

The Trustee may:

(a) underwrite or sub-underwrite, or join with others in underwriting or sub-

underwriting, the subscription of any Authorised Investment;

(b) delegate to any Investment Manager general authority to enter into and carry out

underwriting or sub-underwriting agreements and the like, whether for the Fund

alone or for the Fund in conjunction with other funds and institutions.

8.8 Borrowing

(a) Subject to clause 8.8(b), the Trustee may borrow any sum or sums of money,

whether with or without security, on such terms and conditions in all respects as it

determines, and in particular may draw, accept, endorse, discount and issue

promissory notes, bills of exchange and other negotiable or transferable

instruments without any qualification as to bank acceptance or otherwise.

(b) The Trustee shall not borrow otherwise than as permitted under Superannuation

Law.

8.9 Dealings with Members

The Trustee must not:

(a) lend money of the Fund, or give any other financial assistance using the resources

of the Fund, to any Member or an associate of any Member;

(b) intentionally acquire an asset from a Member, or an associate of a Member,

except as permitted under Superannuation Law.

8.10 Loans to Participating Employers

The Trustee must not lend any moneys of the Fund to, or invest any moneys of the Fund in,

any Participating Employer or an associate of a Participating Employer, except to the

extent that the loan or investment complies with the restrictions on the in-house assets

prescribed by the Superannuation Law.

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9 EXPENSES AND FEES

9.1 Expenses

The Expenses of the Fund comprise such of the following costs, charges and expenses as

are reasonably and properly incurred in or about the administration of the Fund:

(a) the costs of establishing the Fund including the costs of the preparation, stamping

and approval of this Deed, the incorporation of the Trustee and such other costs as

the Trustee determines have been reasonably incurred in establishing the Fund;

(b) the costs of keeping and auditing the books of account required by this Deed;

(c) the costs of establishing and maintaining the Registers;

(d) disbursements in connection with the acquisition, sale, collection, maintenance,

distribution of or other dealing with any Authorised Investment including legal

fees, consultant fees, stamp duties, brokerage and commission;

(e) without limiting paragraph (d), expenses incurred by the Trustee in ascertaining,

examining and satisfying itself from time to time in connection with the attempted

or proposed acquisition or disposal of, or on the suitability of possible Authorised

Investments;

(f) the costs of acquiring, establishing and developing computer hardware and

software systems required for the administration of the Fund;

(g) the fees and disbursements payable to any managing agents or collection agents

not exceeding the prevailing commercial rates chargeable by managing agents or

collection agents for services performed by them;

(h) fees payable to any Administrator, Investment Manager, Custodian, consultant or

any other delegate or adviser;

(i) advertising expenses relating to the sale of property;

(j) fees and charges imposed by financial institutions, and duties, levies and other

imposts imposed by governments or governmental bodies in relation to financial

transactions;

(k) fees payable to and expenses in connection with any dealing with, the

Superannuation Regulator or other government entity;

(l) stamp duties and similar imposts;

(m) costs of preparing, printing and issuing of confirmations, accounts, other

statements, taxation information, cheques, notice or any other document or report

sent to Members or Participating Employers in accordance with the provisions of

this Deed or the Superannuation Law;

(n) costs of postage of all cheques, accounts, notices and other documents posted to

Participating Employers, Members;

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(o) disbursements and costs incurred by or on behalf of the Trustee or in connection

with the retirement of the Trustee under this Deed and the appointment of a new

trustee and anything ancillary or incidental to such retirement or appointment;

(p) except where the court otherwise directs, disbursements and costs by or on behalf

of the Trustee in or in connection with the initiation, carriage and settlement of

any court proceedings (including any negotiations and demands relating to any

such proceedings) arising in respect of the operation of the Fund;

(q) costs and disbursements incurred in amending the Deed;

(r) all rates, taxes, charges, surcharges, assessments and impositions whatsoever

(whether parliamentary, municipal or otherwise and whether assessed, charged or

imposed by or under Federal or State law or by Federal, State or Local Authorities

and whether on a capital or revenue value or any other basis and even though of a

novel character) which are assessed, charged or imposed (or the Trustee

determines may be assessed, charged or imposed) in respect of the Fund, any part

of the Fund or the provision of any goods and services to the Fund;

(s) costs of the preparation and lodgment of any statutory returns;

(t) any remuneration payable to the Trustee;

(u) the cost of premiums payable under any policy of insurance effected by the

Trustee for the purpose of indemnifying the Trustee or its directors against any

personal liability that any of them may incur in the administration or investment

of the Fund;

(v) costs of preparing, printing, lodging and issuing any brochures or Offer Document

advertising the Fund and otherwise incurred in marketing and advertising the

Fund including, without limitation, legal, accounting, consulting and other fees;

(w) any other disbursements properly incurred in the administration of the Fund.

9.2 Payment of Expenses

(a) The Trustee may pay (or reimburse itself or any other party for) any Expenses

from the Fund’s assets. However the Trustee must not pay or reimburse itself for

Expenses out of the Fund’s assets attributable to a MySuper Class, where

Superannuation Law does not permit those Expenses to be charged in respect of a

MySuper Product.

(b) The Trustee may account for the Expenses paid or payable from the Fund by:

(i) deducting any Expenses from income of the Fund which has not been

allocated;

(ii) debiting the Reserve Account;

(iii) debiting amounts from Retirement Credits and any Unallocated Accounts

maintained under clause 5.9,

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as determined by it from time to time, for Expenses generally or for any particular

Expense or class of Expenses.

9.3 Charges

(a) The Trustee may in its discretion from time to time levy charges for entry into the

Fund, exit from the Fund, the administration of the Fund, the switching of

investment strategies or for any other purpose determined by the Trustee.

However, the Trustee must not levy a charge of a type or for a purpose that is not

permitted under Superannuation Law.

(b) Any charges levied may be applied, as determined by the Trustee:

(i) as remuneration of the Trustee;

(ii) to cover any Expense (partly or wholly).

(c) Despite the preceding provisions in this clause 9.3, in respect of a MySuper Class

the Trustee must:

(i) only impose fees and charges of one or more of the following kinds:

(A) Administration Fee;

(B) Investment Fee;

(C) Buy-Sell Spread;

(D) Switching Fee;

(E) Exit Fee;

(F) Activity Fee;

(G) Insurance Fee;

(H) any other fee or charge permitted under Superannuation Law;

and

(ii) only charge an amount of each of the Permitted Fees calculated in

accordance with, and in the circumstances prescribed in, the Charging

Rules.

(d) The Trustee may charge lower Administration Fees in respect of a sub-plan of a

Participating Employer than are charged in respect of other Members holding

MySuper Interests in the same MySuper Class where:

(i) the arrangement between the Participating Employer and the Trustee in

relation to the Participating Employer’s terms of participation specifies

the lower Administration Fees; and

(ii) the lower Administration Fees are charged in accordance with the

Charging Rules.

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10 CONTRIBUTIONS

10.1 Employer Contributions

(a) In this clause 10.1 the following words have the following meanings:

“Active Employment” means active continuous attendance by a Member to

normal duties as an Employee of an Employer, and “Actively Employed” has a

corresponding meaning.

“Annual Base Earnings” means the annual rate of a Member’s base earnings as

at the coincident or last preceding Review Date (or the date the Member last

became a Member if that is later) but while a Member is on leave of absence

without pay the Member’s Annual Base Earnings is the annual rate of the

Member’s Salary as at the Review Date coincident with or immediately preceding

the beginning of that leave (or the date the Member last became a Member if that

is later) or such other amount (if any) as the Trustee determines.

“Base Earnings” means the salary, wages or other remuneration periodically

received by a Member in respect of the time worked in ordinary hours:

(i) including:

(A) shift work penalties in the case of a shift worker;

(B) payments which are made for the purpose of district or location

allowances;

(C) any other rate paid for the purposes of the award to which the

Member is entitled for ordinary hours of work;

(ii) not including any payment which is of a similar nature to or is paid for

the same reasons as, or is paid in lieu of, payments for overtime,

disability payments, vehicle allowances, fares or travelling time

allowances (including payments made for travelling related to distant

work), commission or bonus,

but in special circumstances, the Member’s Base Earnings shall be such other

amount, not exceeding the Member’s actual earnings, as the Trustee in

consultation with the Participating Employer may from time to time determine.

“Employed” in relation to a Member includes:

(i) each period in respect of which accident pay is payable and any period

agreed upon in respect of which workers’ compensation is payable,

subject to a maximum of twenty-six (26) weeks for each separate

accident; and

(ii) each period of leave in respect of which the Member is entitled to be

paid.

“Review Date” means 1 January and 1 July in each year.

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(b) Subject to this Deed, each Participating Employer shall contribute to the Fund for

each Member employed by that Participating Employer, from the commencement

of that Member’s membership, whichever of the following amounts (whether or

not calculated by reference to a rate or percentage of Annual Base Earnings) is

applicable:

(i) an amount ratified from time to time by an industrial tribunal;

(ii) if clause 10.1(b)(i) is not applicable, the amount payable from time to

time under any agreement made by the Participating Employer.

(c) The Trustee may accept for the credit of a Member, in place of any contributions a

Participating Employer may otherwise be obliged to pay, a shortfall component as

defined in the Superannuation Guarantee (Administration) Act 1992.

10.2 Member Contributions

(a) A Member may contribute any amount if the Trustee agrees.

(b) A Member who is an Employee is not obliged to contribute to the Fund.

(c) Where a Member who is an Employee of a Participating Employer has agreed to

pay regular contributions, the Trustee may arrange with the Participating

Employer for the Member’s contributions to be deducted by the Participating

Employer from the Member’s salary.

(d) Despite the preceding provisions of this clause 10.2, where a Participating

Employer on admission to participation notifies the Trustee that Employees of

that Participating Employer who become Members are required to contribute to

the Fund, those Members must contribute to the Fund on the basis prescribed

unless the Participating Employer subsequently notifies the Trustee (either

generally or in relation to a particular Employee or group of Employees) that

Member contributions need not be made.

10.3 Contributions by other persons

Any person may otherwise make such contributions for the credit of a Member as the

Trustee accepts and Superannuation Law permits.

10.4 Payment of Contributions

(a) A contribution may be paid in cash or by transfer of assets which are Authorised

Investments to the Fund. The person paying the contribution is responsible for

payment of all stamp duty, brokerage fees, commission and other costs, charges

and expenses in respect of the transfer.

(b) The Trustee:

(i) may refuse to accept all or any part of any contribution from any person

without giving any reason;

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(ii) must refuse to accept a contribution where the Trustee is aware that

Superannuation Law prohibits acceptance of the contribution by the

trustee of a Regulated Superannuation Fund;

(iii) where under Superannuation Law the Trustee is required to refund all or

part of an amount paid to the Trustee as a contribution, must refund that

amount;

(iv) may make such adjustments to an amount refunded as the Trustee

considers appropriate and Superannuation Law permits.

10.5 Cessation of contributions

Contributions must cease to be made for a Member:

(a) when the Member’s membership ceases; or

(b) where Superannuation Law prohibits the acceptance of contributions for the

Member.

11 BENEFITS

11.1 Payment of Benefits

The amount of a benefit payable under this Deed is determined in accordance with this

clause 11.

11.2 Deduction of Tax from Benefits

The Trustee may deduct from any benefit any amount on account of Tax paid or payable in

relation to the benefit of the Member as the Trustee determines, and the recipient is entitled

to receive only the net benefit after deduction of any such Tax.

11.3 Reduction of Benefit payable

If at any time:

(a) the Trustee is of the opinion that it is not reasonably practicable to obtain

insurance or an increase in insurance or to maintain insurance in respect of a

Member under a Policy of Insurance on terms acceptable to the Trustee; or

(b) pursuant to the Policy of Insurance the insurer for any reason whatsoever fails to

provide, or reduces, terminates or withholds, insurance in respect of a Member, or

refuses to admit a claim for the whole or part of the insurance covering a Member,

the amount of the Insured Benefit applicable to the Member is limited to the amount (if

any) the insurer agrees to pay.

11.4 Benefits payable to Members

A benefit becomes payable in respect of a Member when the Member:

(a) Retires;

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(b) attains age 65 and asks the Trustee to pay the benefit;

(c) attains an age at which a benefit is payable under the terms of a Defined Benefit

Agreement applicable to the Member;

(d) dies;

(e) suffers Total and Permanent Disablement, where a benefit is payable on Total and

Permanent Disablement under the terms of a Policy of Insurance applicable to the

Member, subject to clause 11.5B(b);

(f) suffers Total Disability, where a benefit is payable on Total Disability under the

terms of a Policy of Insurance applicable to the Member;

(fa) suffers Permanent Incapacity (whether or not a benefit is also payable for Total

and Permanent Disablement);

(fb) suffers a Terminal Medical Condition (whether or not a benefit is also payable for

Total and Permanent Disablement);

(g) otherwise ceases Service with a Participating Employer and asks the Trustee to

pay the benefit,

or where Superannuation Law otherwise permits payment of the benefit and the Trustee

agrees to pay the benefit, subject to clause 11.6(c).

11.5 Amount of benefit payable

(a) Where a benefit is payable in respect of a Member other than on Total Disability:

(i) for a Defined Benefit Member, the amount of the benefit is the Member’s

Accrued Benefit;

(ii) for a Member other than a Defined Benefit Member, the amount of the

benefit is equal to the Member’s Retirement Credit.

(b) Where a benefit is payable in respect of a Member pursuant to Total Disability,

the amount of and terms on which the benefit is paid will be in accordance with

the Policy of Insurance pursuant to which the benefit is paid.

(c) To avoid doubt, clause 0(a)(ii) is subject to any arrangement under clause 12.1.

11.5A Insured Benefits for MySuper Class

The Insured Benefits available to Members holding a MySuper Interest must comply with

the requirements of Superannuation Law.

11.5B Total and Permanent Disablement benefits for TPD Class

(a) The Trustee may at any time determine:

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(i) a class, category or group of Members whose entitlement to claim

benefits for Total and Permanent Disablement is governed by this

clause 11.5B (“TPD Class”); and

(ii) a commencement date for that TPD Class (“Commencement Date”),

which must be not less than seven days after the date the Trustee makes

the determination.

(b) A Member in a TPD Class, who satisfies the definition of Total and Permanent

Disablement under a Policy of Insurance applicable to the Member, is only

entitled to a benefit for that Total and Permanent Disablement if:

(i) the Date of Disablement is before the Commencement Date for that TPD

Class; or

(ii) where the Date of Disablement is on or after the Commencment Date for

that TPD Class, the Member gives the Trustee the first Disablement

Claim, in respect of the particular illness or injury or other ill-health to

which the claim for a Total and Permanent Disablement benefit relates,

no later than five years after the Date of Disablement.

(c) The Trustee must not assess a Disablement Claim that is given to the Trustee after

the time prescribed in clause 11.5B(b)(ii).

(d) In this clause 11.5B:

“Commencement Date”, for a TPD Class, means the date determined by the

Trustee under clause 11.5B(a)(ii) in respect of that TPD Class.

“Date of Disablement” in respect of a definition of Total and Permanent

Disablement, has the meaning given in Appendix A.

“Disablement Claim” means a notice to the Trustee, in a form prescribed or

accepted by the Trustee, that a Member requests payment of a benefit for Total

and Permanent Disablement.

“TPD Class” means any class, category or group of Members, identified by the

Trustee for the purposes of a determination under clause 11.5B(a)(i).

11.6 Severe Financial Hardship and Compassionate Grounds

(a) The Trustee may pay an amount from the Fund to or for the benefit of the

Member or the Member’s Dependants where:

(i) the Member has requested payment of the amount;

(ii) the Member or the Member’s Legal Personal Representative has satisfied

the Trustee that the amount is required on a Compassionate Ground; and

(iii) Superannuation Law permits.

(b) The Trustee may pay an amount from the Fund to or for the benefit of the

Member or the Member’s Dependants where:

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(i) the Member has requested payment of the amount;

(ii) the Member or the Member’s Legal Personal Representative has satisfied

the Trustee that the amount is required on the grounds of the Member’s

Severe Financial Hardship occurring before 1 January 2014; and

(iii) Superannuation Law permits.

(c) From 1 January 2014 no benefit is payable on the grounds of a Member’s Severe

Financial Hardship, unless the Member met the requirements for a person to be

taken to be in Severe Financial Hardship before 1 January 2014.

11.7 Deferral of benefit payments

(a) If a Member requests, the Trustee may defer payment of all or part of the

Member’s benefit.

(b) Where payment of a Member’s benefit is deferred, the Trustee may (subject to

Superannuation Law) continue to accept contributions for the Member.

(c) If a Member requests, the Trustee must (subject to Superannuation Law) pay all or

any part of the Member’s deferred benefit.

11.8 Death benefits

(a) The Trustee may offer Members (other than a Member who has nominated a

Reversionary Beneficiary) the option of making a Binding Nomination.

(b) A Member (other than a Member who has nominated a Reversionary Beneficiary)

may nominate any one or more of their Dependants or Legal Personal

Representative to receive any part or all of the benefit payable on their death,

where the Member’s nomination is not binding on the Trustee.

(c) A Member may change a Binding Nomination or other nomination at any time in

a form approved by the Trustee for that purpose.

(d) On the death of a Member:

(i) where there is a Reversionary Beneficiary, the Trustee must pay the

death benefit as a pension to the Reversionary Beneficiary;

(ii) where there is a Binding Nomination, the Trustee must pay the benefit to

the person or persons nominated, and if more than one person is

nominated in the proportions specified;

(iii) otherwise, the Trustee must pay the benefit to such of the Member’s

Dependants or Legal Personal Representative, in such proportions, as the

Trustee determines.

(e) If the Trustee after making reasonable enquires is unable to identify any

Dependants or Legal Personal Representative of a deceased Member, the Trustee

may pay the benefit to any individual who in the Trustee’s opinion has a fair claim

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to the benefit, where the benefit can be paid to that person in accordance with

Superannuation Law.

11.9 Partial payments

(a) Despite any other provision of this clause 11 but subject to Superannuation Law,

the Trustee may impose conditions and restrictions on partial payment of benefits,

including (for example):

(i) limits on how often partial payments are made;

(ii) a minimum amount for a partial payment;

(iii) a minimum balance that must remain in the Member’s Retirement Credit

after a partial payment.

(b) If a Member requests, the Trustee may pay an amount out of the Member’s

Retirement Credit which comprises unrestricted non-preserved benefits (subject to

Superannuation Law and clause 11.9(a)).

11.10 Benefit payment standards

Notwithstanding any other provisions of this Deed, any benefit which is a Preserved

Benefit must be either:

(a) retained in the Fund until cashing of the benefit is permitted or required by

Superannuation Law;

(b) rolled over to another Superannuation Entity; or

(c) used to purchase a non-commutable life pension or life annuity in accordance with

Superannuation Law.

11.11 Form of benefit payments

A benefit is payable as a lump sum, unless:

(a) the benefit is a reversionary pension; or

(b) the person entitled to the benefit requests and the Trustee agrees that all or part of

the benefit is to be paid as a pension.

11.12 Payment of lump sum benefits

Where a benefit is payable as a lump sum, the Trustee:

(a) must pay the benefit as soon as practicable after it becomes payable; and

(b) may pay the benefit in more than one instalment.

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11.13 Payment of pension benefits

(a) Where a benefit is payable as a pension, the Trustee may:

(i) pay the pension from the Fund; or

(ii) use the benefit to purchase a pension or an annuity;

(iii) rollover the benefit to a Superannuation Entity nominated by the

Member.

(b) Where a benefit is paid as a pension, the terms of the pension must comply with

Superannuation Law applicable to allocated pensions, market linked pensions or

account based pensions. The terms of a market linked pension must also comply

with the Social Security Act 1991 unless the Trustee determines otherwise.

(ba) The Trustee may offer the person entitled to a pension benefit such options in

relation to:

(i) the annual amount of the pension;

(ii) the frequency of pension payments;

(iii) the term for which the pension is payable;

(iv) nomination of a Reversionary Beneficiary:

(A) on commencement of the pension; or

(B) if the Trustee permits, at any time during the term of the

pension,

as Superannuation Law applicable to the pension permits, and the person may

select from the options offered.

(c) The amount of and frequency of the instalments of a pension, and the terms on

which payment is made, may be varied from time to time by the Trustee in

accordance with any standards prescribed by Superannuation Law applicable to

the pension.

(d) The Trustee may commute to a lump sum all or part of the capital value of an

allocated pension or account based pension, other than a pension which is a

transition to retirement income stream, at any time at the request of the person

entitled. The Trustee may otherwise commute all or part of a pension as permitted

by Superannuation Law. On commutation on any part of a pension, the Trustee

must adjust the amount of the subsequent pension payments to take account of the

commutation.

(e) On the death of:

(i) a Member in receipt of a pension where there is no Reversionary

Beneficiary;

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(ii) a Reversionary Beneficiary (other than in receipt of a market linked

pension),

the Trustee must pay the remaining balance in the Member Account as a death

benefit of the Member.

(f) On the death of a Spouse of a Member in receipt of a market linked pension as a

Reversionary Beneficiary, the Trustee must pay the remaining balance in the

Member Account either:

(i) as a death benefit of the Member; or

(ii) to one or more of the Spouse’s Dependants (and if more than one in

proportions determined by the Trustee) or to the Spouse’s Legal Personal

Representative.

11.14 Payment to a Superannuation Entity

The Trustee may satisfy an entitlement to a benefit by paying the benefit to another

Superannuation Entity in accordance with clause 13.

11.15 Release to Trustee

The Trustee may require any person to whom an amount is paid or payable under this Deed

to give the Trustee a receipt and release for the amount in a form prescribed by the Trustee.

A receipt and release given by any such person is a complete discharge to the Trustee for

the amount paid.

11.16 Evidence of entitlement to benefits

(a) Any person claiming a benefit from the Fund must on request by the Trustee

produce to the Trustee such information or evidence, and execute such documents,

as the Trustee reasonably requires to establish the person’s entitlement to the

benefit.

(b) The Trustee when deciding a person’s entitlement to a benefit may rely on proofs

or presumptions the Trustee considers satisfactory whether or not the proofs or

presumptions relied on are strictly legal proofs or presumptions.

(c) The Trustee may refuse to pay a benefit to any person until the Trustee’s

requirements for information, evidence or documents have been complied with to

the Trustee’s satisfaction.

11.17 Incapacity

Where a person to whom a benefit is payable is under a legal disability or is in the

Trustee’s opinion incapable of managing their own affairs for any reason, the Trustee may:

(a) pay the benefit to another person on trust for the person entitled to the benefit, or

otherwise to be used for the advantage of the person entitled to the benefit; and

(b) accept the other person’s receipt as a valid discharge to the Trustee of its

obligations in respect of the payment of the benefit.

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11.18 Transfer to Eligible Rollover Fund

Subject to any applicable Superannuation Law, the Trustee may pay the amount of a

Member’s Retirement Credit to an Eligible Rollover Fund in any circumstances which the

Trustee may from time to time determine are the circumstances in which a Member’s

Retirement Credit will be paid to an Eligible Rollover Fund.

11.19 Payment Splits

(a) Despite any other provision in this Deed or the terms of any agreement in relation

to a Member’s benefits, where the Trustee:

(i) creates a new interest for the Spouse or former Spouse of a Member to

give effect to a Payment Split; or

(ii) transfers or rolls over the entitlement of the Spouse or former Spouse of a

Member under a Payment Split,

the Trustee must reduce the amount of the Member’s benefit by an amount

determined by the Trustee in accordance with the Family Law Requirements to

account for the interest or entitlement of the Member’s Spouse or former Spouse.

(b) On the death of a person:

(i) who is a Non-Member Spouse of a Member;

(ii) who is not a Member; and

(iii) in respect of whom a Payment Split is in operation in relation to the

Member’s benefit,

the Trustee must pay the amount of the Non-Member Spouse’s interest under the

Payment Split, calculated in accordance with the Family Law Requirements,

under clause 11.8 as if the Non-Member Spouse were a Member or as otherwise

prescribed under the Family Law Requirements.

(c) In this clause 11.19:

“Family Law Act means the Family Law Act 1975 (C’wlth).

“Family Law Requirements” means any requirements under:

(i) the Family Law Act and the regulations to that Act;

(ii) Superannuation Law; or

(iii) any other legislation,

in relation to superannuation benefits of parties or former parties to a marriage

and incidental matters.

“Non-Member Spouse” has the meaning given by Section 90MD of the Family

Law Act.

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“Payment Split” has the meaning given by Section 90MD of the Family Law

Act.

12 TRANSFER FROM ANOTHER FUND

12.1 Arrangements for transfer to the Fund

(a) The Trustee may make arrangements with:

(i) any Member or prospective Member;

(ii) any Participating Employer;

(iii) any employer or former employer of a Member or prospective Member;

and

(iv) any Superannuation Entity, or the trustee or administrator of any other

superannuation scheme,

in relation to the transfer or rollover to the Fund of any superannuation entitlement

of any Member or prospective Member or any group of Members or prospective

Members.

(b) To avoid doubt, arrangements that the Trustee may make include (where

Superannuation Law permits) an arrangement that all or part of the

superannuation entitlement transferred or rolled over to the Fund does not form

part of the Member’s Retirement Credit, or otherwise is not payable as a benefit of

the Member, unless the Member satisfies a condition specified in the arrangement.

12.2 Member’s consent

The Trustee must not give effect to an arrangement referred to in clause 12.1 unless it is

satisfied that the Member gave written consent to the transfer or rollover of the entitlement

to the Fund or that under Superannuation Law their written consent is not required.

12.3 Value of transfer

Subject to any arrangement made pursuant to clause 12.1, the Trustee must determine the

value of any payment, assignment or transfer of assets for the credit of a Member or group

of Members and credit the value so determined to provide additional benefits for that

Member or those Members respectively.

13 TRANSFER TO ANOTHER FUND

13.1 Member or Employer may request transfer

The Trustee may pay to a Superannuation Entity any amount comprising the Retirement

Credit or Accrued Benefit (or part of the Retirement Credit or Accrued Benefit) of:

(a) a Member, at the request of the Member or the Member’s Participating Employer;

(b) in the case of a Provisional Member, at the request of the Provisional Member’s

Participating Employer.

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13.2 Member’s consent to transfer out

The Trustee must not pay an amount pursuant to clause 13.1 at the request of a

Participating Employer unless:

(a) the Trustee has received the Member’s or Provisional Member’s written consent

to the payment; or

(b) the Member’s or Provisional Member’s written consent is not required pursuant to

the Superannuation Law.

13.2A Transfers without member consent

The Trustee may pay to a Superannuation Entity any amount comprising the Retirement

Credit or Accrued Benefit of a Member or Provisional Member (or any part of the

Retirement Credit or Accrued Benefit) without the consent of the Member or a

Participating Employer, where:

(a) Superannuation Law permits the transfer; and

(b) the Trustee is of the opinion that the transfer is in the best interests of the Member

or Provisional Member.

13.2B Partial transfers

Subject to Superannuation Law, the Trustee may impose conditions and restrictions on

partial transfers, including (for example):

(a) limits on how often partial transfers are made;

(b) a minimum amount for a partial transfer;

(c) a minimum balance of the Member’s Retirement Credit that must remain after a

partial transfer.

13.3 Transfer of assets

The Trustee may pay an amount under clause 13.1 by transfer of any of the Fund’s assets.

Any Expenses associated with the transfer, including (but not limited to) stamp duty,

brokerage fees and commission, must be paid by the Member or the Employer or deducted

from the amount transferred.

13.4 Receipt sufficient discharge

The receipt of any entity which appears to the Trustee to be responsible for the

management of the Superannuation Entity to which an amount is paid or transferred under

clause 13.1 is sufficient discharge to the Trustee, and neither the Trustee nor the

Participating Employer is in any way responsible or liable for the application of that

amount.

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14 ACCOUNTS AND AUDIT

14.1 Records to be kept

The Trustee must keep or cause to be kept a complete record of such matters as are

required to comply with its obligations under this Deed and Superannuation Law,

including (but not limited to):

(a) minutes of all meetings of directors of the Trustee;

(b) changes of Trustee or the directors of the Trustee;

(c) reports to Members;

(d) entry and withdrawal of Members.

14.2 Accounting Records

The Trustee must:

(a) keep such accounting records as correctly record and explain the transactions and

financial position of the Fund;

(b) keep the accounting records so as to enable:

(i) the preparation of accounts, statements and returns of the Fund as

prescribed by Superannuation Law;

(ii) the accounts, statements and returns to be conveniently and properly

audited.

14.3 Accounts

The Trustee must:

(a) prepare as at the end of each Financial Year such accounts and statements of the

Fund as are prescribed by Superannuation Law;

(b) make such arrangements as are necessary to enable those accounts to be audited.

14.4 Auditor

(a) The Trustee must from time to time appoint a person who is an “approved

auditor” (as defined in section 10 of SIS) to audit the accounts and statements of

the Fund.

(b) The Trustee must ensure that, for each Financial Year, the Auditor audits the

accounts and statements of the Fund and reports in writing to the Trustee within

the time specified in the Superannuation Law.

(c) The Trustee shall fix the remuneration of the Auditor, and that remuneration is

payable as an Expense.

(d) The Trustee may at any time remove an Auditor from office.

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(e) The Auditor may retire from office on 1 Month’s notice to the Trustee, but must

not retire within a period of 3 Months before or after the end of a Financial Year

without the consent of the Trustee.

14.5 Auditor’s access

The Trustee must allow the Auditor access at all reasonable times to all the books and

records under the Trustee’s control, and give to the Auditor such information and

explanations as the Auditor requires for the performance of the Auditor’s duties.

14.6 Information for Members

The Trustee must provide such information to Members and Participating Employers in

relation to the records and accounts of the Fund as is prescribed as Superannuation Law.

15 REGISTERS

15.1 Participating Employers Register

The Trustee must keep in Brisbane, a Register of Participating Employers, in which the

Trustee will enter the following information:

(a) the name and address of each Participating Employer;

(b) the date on which the name of each Participating Employer was entered in the

Register;

(c) details of Members for whom the Participating Employer contributes;

(d) the date on which a Participating Employer ceases participation in the Fund;

(e) such other details as the Trustee determines.

15.2 Members Register

The Trustee must keep in Brisbane, a Register of Members, in which the Trustee will enter

such of the following information as the Trustee has available to it:

(a) the name, current residential address and date of birth of each Member;

(b) the date on which the name of each Member was entered in the Register as a

Member;

(c) the name of each Participating Employer which contributes for the Member;

(d) the date on which a Member ceases to be employed by the Employer Group;

(e) the date on which the Member benefit is paid;

(f) such other details as the Trustee determines.

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16 TERMINATION OF THE FUND

16.1 Circumstances of Termination

The Fund terminates on a date determined by the Trustee in any of the following

circumstances:

(a) If at any time during the term of the Fund any legislation is enacted having the

effect in the opinion of the Trustee of materially diminishing the amount of

income of the Fund available for distribution to the Members, and the Trustee

determines that the Fund shall be wound up;

(b) If the Trustee determines that it would be in the best interests of Members to

terminate the Fund;

(c) If the office of the Trustee becomes vacant for any reason and a new Trustee is

not appointed.

16.2 Termination Procedure

On termination of the Fund, the Trustee must:

(a) give notice in writing to all Participating Employers and Members that the Fund is

to terminate;

(b) pay any outstanding Expenses, including Expenses associated with termination of

the Fund, and make provision for any outstanding liabilities or anticipated

Expenses;

(c) realise the assets of the Fund;

(d) calculate the Retirement Credit or Accrued Benefit (“Interest in the Fund”) of

each Member as at the termination date, taking into account the realisable value of

the Assets of the Fund, the level of credit in the Reserve Account, any unallocated

earnings and any Expenses which remain outstanding.

16.3 Distribution

(a) The Trustee must on calculation of the Interest in the Fund of each Member:

(i) where a benefit has become payable in respect of the Member, pay the

amount of the Interest in the Fund as a benefit in accordance with this

Deed;

(ii) otherwise, notify the Member in writing of the amount of the Interest in

the Fund and request that the Member nominate within 1 Month of

receipt of the request a Superannuation Entity to which the Interest in the

Fund is to be transferred.

(b) The Trustee must use its best endeavours to obtain a nomination of a

Superannuation Entity from each Member.

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(c) The Trustee must pay or apply the Interest in the Fund of any Member in

accordance with the nomination received from the Member where the nominated

Superannuation Entity agrees to accept that amount.

(d) If the Trustee does not receive from any Member within the time period

prescribed a nomination which the Trustee is able to implement, the Trustee may

make such arrangements in relation to payment of the Member’s Interest in the

Fund as Superannuation Law permits.

(e) Despite the preceding provisions of this clause 16.3, the Trustee may pay or apply

the Interest in the Fund of a Member by transfer to another Superannuation Entity

selected by the Trustee, where:

(i) Superannuation Law permits the transfer; and

(ii) the Trustee is of the opinion that the transfer is in the best interests of the

Member.

16.4 Receipt for Distribution

A person entitled to a distribution on termination of the Fund is entitled to that distribution

only on delivery to the Trustee of such form of receipt and discharge as may be required by

the Trustee.

17 TRUSTEE’S INDEMNITY

17.1 Trustee’s entitlement to indemnity

Subject to clause 17.2, the Trustee:

(a) is not liable for any loss to the Fund arising from any act or omission by the

Trustee;

(b) is entitled to be indemnified out of the Fund for any liability or loss incurred by it

while acting as Trustee.

17.2 No indemnity for breach

Clause 17.1 does not apply to exempt the Trustee from liability for or indemnify the

Trustee against:

(a) a breach of trust where the Trustee:

(i) failed to act honestly in a matter concerning the Fund; or

(ii) intentionally or recklessly failed to exercise, in relation to a matter

affecting the Fund, the degree of care and diligence that the Trustee was

required to exercise; or

(b) a monetary penalty under a civil penalty order issued under SIS.

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17.2A Restriction on indemnity for operational risks

Clause 17.1 does not apply to allow the Trustee to indemnify itself:

(a) out of the assets of the Fund for any amount expended out of the capital of the

Trustee managed and maintained by the Trustee to cover the operational risk of

the Fund; or

(b) out of any assets of the Fund that do not form part of a reserve maintained for the

purpose of covering the operational risk relating to the Fund, any amount that

relates to that risk, without first exhausting the reserve and any other financial

resources managed and maintained by the Trustee to cover the risk.

17.3 Indemnity for Directors

References in this clause 17 to “Trustee” include directors of the Trustee acting in that

capacity.

17.4 Trustee not liable for actions Trustee is obliged to perform

The Trustee is not liable to any person for:

(a) doing or performing any act or thing which the Trustee is required to do or

perform; or

(b) failing to do or perform any act or thing which the Trustee is hindered, prevented

or forbidden from doing or performing,

by any statutory provision or a decree, order or judgment of any court of competent

jurisdiction.

17.5 Discharge on receipt by Trustee

The receipt of the Trustee or a person duly authorised by the Trustee in that behalf is a

sufficient discharge to any person for any money paid or other property transferred to the

Fund and such person is not obliged to enquire further as to the authority of the Trustee or

such person to receive the money or property.

18 LIMITATION ON LIABILITY OF PARTICIPATING EMPLOYERS AND

MEMBERS

18.1 No liability to make payments

Notwithstanding any other provision of this Deed, a Participating Employer or Member

does not by virtue of participation in the Fund have any liability to make any payment to

the Fund or payments to the Trustee.

18.2 No obligation to indemnify Trustee

No Participating Employer or Member shall be under any obligation personally to

indemnify the Trustee or any creditor of the Trustee in respect of any of the liabilities

(actual, contingent or otherwise and whether due to any deficiency or not) of the Trustee in

relation to, arising from or in connection with the Fund, whether arising from or by reason

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of participation in the Fund or any relationship with the Trustee arising from participation.

Any such liability is expressly excluded. The only rights, if any, of indemnity of the

Trustee and its respective creditors are limited to having recourse to the Fund.

19 AMENDMENT OF DEED

19.1 Permitted Amendments

The Trustee may at any time amend all or any of the provisions of this Deed (including this

clause), to take effect from a date before or after the date of the amendment, provided that

the amendment must not:

(a) permit the appointment of a person other than a Constitutional Corporation as

trustee unless the Deed is amended to provide and will continue to provide that

the Fund as its sole or primary purpose the provision of old age pensions; or

(b) reduce the amount of the benefit entitlement accrued in respect of a Member or a

benefit payable to a Member, or otherwise adversely affect the interests and

entitlements of any Member up to the date of the amendment, without that

Member’s written consent.

19.2 Amendments

Despite any other clause of this Deed, the Trustee may make any amendment to this Deed

which is necessary or desirable in order to comply with Superannuation Law or is

approved by the Superannuation Regulator.

19.3 Notification of Amendments

The Trustee must give to each Member the information concerning the changes effected by

any amendments of the Deed which must be given to that Member to comply with the

Superannuation Law. The failure to so notify a Member does not invalidate the

amendment in any way.

20 STATUTORY SUPERANNUATION SCHEME

If at any time during the continuance of the Fund there comes into existence any scheme

introduced by the Government of Australia or of any Australian State or Territory for

securing part or the whole of the benefits provided under the Fund, and a Participating

Employer or a Member is compelled to pay directly or indirectly any portion of the

contributions or other cost of such scheme, the Trustee may make such adjustments to the

obligations of any Participating Employer or Member to contribute to the Fund, and such

amendments to the Deed, as the Trustee determines.

21 GENERAL PROVISIONS

21.1 Notices

(a) Any notice which is required to be or which may be given to any Participating

Employer or Member may be delivered to the Participating Employer or Member

personally or sent through the post addressed to the Participating Employer or

Member at the address according to the records of the Trustee.

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(b) If sent by post a notice is deemed to have been delivered on the day following the

posting of the notice.

21.2 Prohibition on reversion of assets

No part of the Fund shall in any circumstances whatsoever revert to or be paid to the

Trustee or the Participating Employers or any of them, except as expressly provided in this

Deed.

21.3 Governing Law

All matters arising in relation to this Deed and the interpretation thereof shall be governed

by the law of the State of Queensland.

21.4 Workers’ Compensation not affected

(a) Nothing in this Deed in any way affects the right of a Member or Legal Personal

Representative or other person to claim damages or compensation for any accident

arising out of and in the course of a Member’s employment or payment for long

service leave.

(b) An amount payable under this Deed shall not be reduced by reason of any

payment that may be made in respect of damages or compensation or for sick

leave, but this clause 21.4(b) does not affect the terms of any Policy of Insurance

under which a benefit is payable.

21.5 Severance

(a) If any provision of this Deed is void or voidable or unenforceable or illegal, but

would not be void or voidable or unenforceable or illegal if it were read-down and

it is capable of being read-down, it shall be read-down accordingly.

(b) If notwithstanding clause 21.5(a), a provision of this Deed is void or voidable or

unenforceable or illegal:

(i) if the provision would not be void or voidable or unenforceable or illegal

as aforesaid if a word or words (as the case may be) were omitted, that

word or those words are hereby severed; and

(ii) in any other case, the whole provision is hereby severed,

and the remainder of this Deed has full force and effect.

21.6 Disputes

The Trustee must establish such procedures to deal with enquiries and complaints in

relation to the Fund by Members and other persons as it determines necessary to comply

with Superannuation Law.

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APPENDIX A

DATE OF DISABLEMENT FOR CLASSES OF MEMBERS UNDER CLAUSE

11.5B(a)(i)

A1 Date of Disablement definitions

“Date of Disablement”, for a Member in a TPD Class determined by the Trustee under

clause 11.5B(a)(i), means:

(a) in respect of the definition of Total and Permanent Disablement in clause A2

(specific loss) – the date:

(i) on which the Member suffers the loss of the use of two limbs (where ‘limb’

is defined as the whole hand or the whole foot), the sight in both eyes, or the

sight in one eye and the use of one limb; or

(ii) three months after a total and permanent deterioration or loss of intellectual

capacity;

(b) in respect of the definition of Total and Permanent Disablement in clause A3 (any

occupation (1)):

(i) the first day of the three month qualifying period being the day the Member

permanently ceases work solely as a result of an injury or sickness; or

(ii) for a Member who is Unemployed for less than six months this will be on

the first day of the three month qualifying period on which the Member is

medically certified by a Medical Practitioner that the injury or sickness is

preventing the Member from being able to work, even though work may not

be available at that time.

(c) in respect of the definition of Total and Permanent Disablement in clause A4 (any

occupation (2)):

(i) the first day the Member permanently ceased all work, solely as a result of

an injury or sickness; or

(ii) for a Member who is Unemployed for less than six months the date on

which the Member is medically certified by a Medical Practitioner that the

injury or sickness is preventing the Member from being able to work, even

though work may not be available at that time;

(d) in respect of the definition of Total and Permanent Disablement in clause A5

(specified Activities) – the first day of the three month qualifying period which

commences on the date on which the Member as a result of an injury or sickness

is unable to perform at least three Activities, and is not able ever again to perform

these three Activities and medical certification has been provided with respect of

that date;

(e) in respect of the definition of Total and Permanent Disablement in clause A6

(Medical Conditions):

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(i) the first day the Member ceased all work solely as a result of suffering one

or more of the listed Medical Conditions as certified by a Medical

Practitioner; or

(ii) for a Member who is Unemployed for less than six months the first day on

which the Member is certified by a Medical Practitioner as suffering one or

more of the listed Medical Conditions;

(f) in respect of the definition of Total and Permanent Disablement in clause A7

(Activities of Daily Living) – the first day on which the Member is unlikely to

perform at least two Activities of Daily Living as certified by a qualified Medical

Practitioner;

(g) in respect of any other definition of Total and Permanent Disablement:

(i) the date determined to apply in respect of that definition, as specified by the

Trustee;

(ii) if on the date a definition of Total and Permanent Disablement is adopted

the Trustee has not specified how the Date of Disablement is determined for

that definition – the first day the Member permanently ceased all work,

solely as a result of an injury or sickness.

A2 Total and Permanent Disablement – specific loss

For clause A1(a), “Total and Permanent Disablement” means:

As a result of an injury or sickness the Member has suffered, at the Date of

Disablement;

(a) the total and irrecoverable loss of:

(i) the use of two limbs; or

(ii) the use of the sight of both eyes; or

(iii) the use of one limb and the sight of one eye;

(where limb is defined as the whole hand or the whole foot); or

(b) the loss of Cognitive Function;

and

(c) the insurer, after considering all relevant evidence which is reasonably available,

then determines that the Member will be unable ever again to be gainfully

employed in any occupation for which he or she is reasonably suited by education,

training or experience.

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A3 Total and Permanent Disablement – any occupation (1)

For clause A1(b), “Total and Permanent Disablement” means:

Where a Member was Employed immediately prior to the Date of Disablement and solely by

reason of an injury or sickness:

(a) the Member is unable to perform his or her occupational duties for a period of three

consecutive months since the Date of Disablement solely due to the injury or sickness;

and

(b) the Member is under the care of, and following the advice and treatment of a Medical

Practitioner; and

(c) the insurer, after considering all relevant evidence which is reasonably available, then

determines that the Member will be unable ever again to be gainfully employed in his

or her usual occupation, or any other occupation for which he or she is reasonably suited

by education, training or experience;

A4 Total and Permanent Disablement – any occupation (2)

For clause A1(c), “Total and Permanent Disablement” means:

Where a Member who was Employed immediately prior to the Date of Disablement and

solely by reason of an injury or sickness:

(a) the Member has been continuously unable to perform his or her occupational

duties since the Date of Disablement and remains so at the Date of Lodgement

solely due to the injury or sickness; and

(b) the Member is under the care of, and following the advice and treatment of a

Medical Practitioner; and

(c) the insurer determines in its opinion that the Member, as at the Date of

Lodgement, will be unable ever again to be gainfully employed in any occupation

for which he or she is reasonably suited by education, training or experience.

The determination by the insurer under paragraph (c) is to be made after considering all

relevant evidence which is reasonably available to the insurer as at the Date of

Lodgement, including any education, training or experience acquired by the Member up

to the Date of Lodgement.

A5 Total and Permanent Disablement – specified Activities

For clause A1(d), “Total and Permanent Disablement” means:

Where the Member is not Employed immediately prior to the Date of Disablement and

solely by reason of an injury or sickness:

(a) the Member has not been able to perform at least three of the following Activities

for a period of three consecutive months after the Date of Disablement;

(i) Mobility

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(ii) Hearing

(iii) Communicating through speech

(iv) Seeing

(v) Lifting and carrying

(vi) Manual dexterity; and

(b) the Member is under the care of, and following the advice and treatment of a

Medical Practitioner; and

(c) the insurer, after considering all relevant evidence which is reasonably available,

then determines that it is likely, due to the injury or sickness, that the Member is

totally and permanently unable to perform (with Aids and adaptations) at least

three Activities; and

(d) the insurer, after considering all relevant evidence which is reasonably available,

then determines that the Member will be unable ever again to be gainfully

employed in any occupation for which he or she is reasonably suited by education,

training or experience.

A6 Total and Permanent Disablement – Medical Conditions

For clause A1(e), “Total and Permanent Disablement” means:

Where a Member was Employed immediately prior to the Date of Disablement and is

absent from all work and has been certified by a Medical Practitioner as being unable to

perform his or her occupational duties since the Date of Disablement:

(a) solely as a result of suffering one or more of the following listed Medical

Conditions;

(i) Primary Pulmonary Hypertension;

(ii) Major Head Trauma;

(iii) Motor Neurone Disease;

(iv) Multiple Sclerosis;

(v) Muscular Dystrophy;

(vi) Dementia and Alzheimer’s Disease;

(vii) Parkinson’s Disease; or

(viii) Chronic Lung Disease; and

(b) the insurer, after considering all medical evidence which is reasonably available,

then determines that the Member will be unable ever again to be gainfully

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employed in any occupation for which he or she is reasonably suited by education,

training or experience.

A7 Total and Permanent Disablement – Activities of Daily Living

For clause A1(f), “Total and Permanent Disablement” means:

Where a Member was a Former Chifley Super Member aged 67 or over at the Date of

Disablement and solely because of sickness or injury the Member is unlikely ever again

to be able to perform at least two of the following Activities of Daily Living as certified

by a qualified Medical Practitioner:

Bathing: the ability to wash or shower without the assistance of another person.

Dressing: the ability to put on and take off clothing without the assistance of another

person.

Feeding: the ability to get food from a plate into the mouth without the assistance of

another person.

Toileting: the ability to use the toilet, including getting on and off, without the

assistance of another person.

Mobility: the ability to get in and out of bed and a chair without the assistance of

another person.

A8 Other definitions in Appendix A

In this Appendix A, the following terms have the following meanings:

“Activities” means:

(a) Mobility: The ability to:

(i) Bend, kneel or squat to pick something up from the floor and straighten up

again and get into and out of a standard sedan car; or

(ii) To walk more than 200 metres at a normal pace on a level surface without

stopping due to breathlessness as a result of a medical condition or angina.

(b) Hearing: the ability to hear such that an audiologist can certify that the Member

has a hearing ability of less than or equal to 40db in the better ear (averaged over

the frequencies 0.5, 1, 2 and 3 KHz) in an audiometry test.

(c) Communicating through speech: The ability to speak with sufficient clarity to be

able to hold a conversation in a quiet room in the Member’s first language. This

involves understanding a simple message and relaying that message to another

person.

d) Seeing: the ability to see even when tested with visual aids, such that an

ophthalmologist can certify that the Member’s visual acuity is better than 6/60 in

the better eye or a visual field of greater than 10 degrees (i.e not legally blind).

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(e) Lifting and carrying: The ability to lift (from bench height) and carry a 5kg weight

a distance of ten metres and place the item back down at bench height.

(f) Manual dexterity: The ability to use:

(i) at least one hand to pick up and/or manipulate small objects such as picking

up a coin from a desk, using cutlery or fastening buttons; or

(ii) a pen or pencil or keyboard to write a short note that can be understood by

another person.

Where a Member is unable to perform one or more of the Activities upon the date cover

commences, that Activity shall not be taken into consideration for TPD assessment.

“Aids and adaptations” means equipment or fixtures to assist a Member without the

assistance of another person to carry out Activities.

“Cognitive Function” means intellectual capacity, loss of which requires the Member

to be under the continuous care and supervision of another adult person for at least three

consecutive months and, at the end of that three month period, they are likely to require

permanent ongoing continuous care and supervision by another adult person.

“Date of Lodgement” means the date the Member lodges a claim for a Total and

Permanent Disablement benefit with the Trustee under the definition in clause A4 and

provides all mandatory documentation required by the insurer in relation to the claim to

commence assessment.

"Domestic Duties" means where the Member has chosen to remain at home and

perform unpaid home duties as their primary occupation. The choice to remain at home

should not be due to unemployment or as a result of a sickness or injury.

“Employed” means:

(a) the Member is engaged under a contract of employment with an Australian

employer, (which includes on secondment or transfer to an international

subsidiary or an associated or affiliated company of an Australian employer); or

(b) the Member is a Self-Employed Person and earning an income under an ABN

registered entity; or

(c) the Member has been Unemployed for less than six months; or

(d) the Member has been on Unpaid Leave for less 24 months with an Australian

employer; or

(e) the Member is working for an overseas employer for at least 15 hours per week;

or

(f) the Member is engaged in unpaid Domestic Duties in their own home.

“Former Chifley Super Member” means a member of Chifley Super on the 31st

December 2013 who transferred to the Fund on 1 January 2014.

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“Medical Condition” means a medical condition listed in Appendix B.

"Medical Practitioner" means a legally qualified and registered medical practitioner. It

does not include an Employer of the Member, the Member, or a member of the

Employer’s or the Member’s immediate family or business partner.

“Self-Employed Person” means a person who operates a business or profession as a

sole proprietor, partner in a partnership, independent contractor or consultant and

reports income earned from self-employment.

“Unemployed” means a person without a paid job but is available to work.

“Unpaid Leave” in relation to a Member, means leave (not being cessation of

employment) without pay from the Member’s Employer:

(a) that is:

(i) approved by that Employer; or

(ii) authorised by:

(A) the Commonwealth, a State or a Territory; or

(B) a certified agreement or award made by a tribunal or body having the

authority to do so under a law of the Commonwealth, a State or a

Territory;

(b) in relation to which that person has a statutory or contractual right to resume

employment at the end of the leave; and

(c) in relation to which the person is not being paid by the Employer,

but excludes leave:

(d) due to injury or sickness of that Member; or

(e) during which that Member receives or is entitled to receive income benefits under

any statutory benefits scheme such as workers’ compensation or any industrial

award; or

(f) during which that Member receives or is entitled to receive disability income

benefits from a superannuation fund including the Fund or under a Policy of

Insurance or from any personal sickness and/or accident insurance policy; or

(g) during which the Member is or is entitled to receive social security sickness

benefits; or

(h) due to strike or lockout.

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APPENDIX B

MEDICAL CONDITION DEFINITIONS

Medical Condition Definition

“Chronic Lung Disease” means end stage respiratory failure requiring permanent oxygen

therapy with FEV 1 test results consistently showing less than one

litre.

“Dementia / Alzheimer’s

Disease”

means the diagnosis of dementia as confirmed by a consultant

neurologist or geriatrician resulting in significant cognitive

impairment. Significant cognitive impairment means deterioration in

the Member’s mini-mental state examination, or equivalent thereof,

scores to 20 or less.

“Major Head Trauma” means an accidental head injury resulting in permanent neurological

deficit, resulting in the Member suffering at least a 25% impairment

of whole person function as defined in Guides to the Evaluation of

Permanent Impairment 5th edition, American Medical Association.

Diagnosis must be confirmed by a consultant neurologist

“Motor Neurone Disease” means the unequivocal diagnosis of motor neurone disease

confirmed by a consultant neurologist.

“Multiple Sclerosis” means the unequivocal diagnosis of multiple sclerosis confirmed by

a consultant neurologist

“Muscular Dystrophy” means the unequivocal diagnosis of muscular dystrophy, confirmed

by a consulting neurologist

“Parkinson’s Disease” means the unequivocal diagnosis of idiopathic Parkinson’s disease

as confirmed by a consultant neurologist. All other types of

Parkinsonism are excluded (e.g. secondary to medication or

Parkinson-plus syndromes).

“Pulmonary Hypertension

(Primary)”

means primary pulmonary hypertension associated with right

ventricular enlargement established by cardiac catheterisation and

echocardiography, resulting in significant irreversible physical

impairment of at least Class III of the New York Heart Association

classification of cardiac impairment.

Pulmonary Hypertension in association with chronic lung disease is

specifically excluded.

Other forms of hypertension (involving increased blood pressure)

are specifically excluded.

The New York Heart Association classifications are:

Class I – no limitation of physical activity, no symptoms with

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Medical Condition Definition

ordinary physical activity.

Class II – slight limitation of physical activity, symptoms occur with

ordinary physical activity.

Class III – marked limitation of physical activity and comfortable at

rest, symptoms occur with less than ordinary physical activity.

Class IV – symptoms with any physical activity and may occur at

rest, symptoms increased in severity with any physical activity.