MERCY SUPER TRUST DEED CONSOLIDATED · TRUST DEED CONSOLIDATED ... 5.1 Enquiries and complaints...

BRISBANE

LEVEL 14 CENTRAL PLAZA ONE

345 QUEEN STREET

BRISBANE QLD 4000

TEL: (07) 3231 0600

FAX: (07) 3221 2921

MAROOCHYDORE

LEVEL 1

43 PLAZA PARADE

MAROOCHYDORE QLD 4558

TEL: (07) 5443 9299

FAX: (07) 5443 9060

SOUTHPORT

SUITE 2, LEVEL 1

50 DAVENPORT STREET

SOUTHPORT QLD 4215

TEL: (07) 5591 6222

FAX: (07) 5591 5700

WEB: WWW.MCW.COM.AU

OUR REF:

ND:ER:91768

© McInnes Wilson Lawyers 2012 C:\NRPortbl\Active\DJN\3014880_2.doc

MERCY SUPER

TRUST DEED CONSOLIDATED

Mercy Super Pty Ltd ACN 056 047 324

Mater Misericordiae Health Services Brisbane Limited

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CONTENTS

1. OPERATION OF PLAN 1

2. DEFINITIONS AND INTERPRETATION 1

2.1 Definitions 1

2.2 Interpretation 14

3. OTHER PROVISIONS TO NOTE 15

3.1 Exercise of powers and rights 15

3.2 Benefits Secured 15

4. GOVERNING LAW 15

5. DISPUTE RESOLUTION 15

5.1 Enquiries and complaints mechanism 15

5.2 Trustee to implement decision 15

6. MISCELLANEOUS PROVISIONS 15

6.1 Members bound by document 15

6.2 Power of attorney 15

6.3 Notices 16

6.4 Availability of document 16

6.5 Privilege 16

7. STRUCTURE OF PLAN 16

7.1 Plan vested in Trustee 16

7.2 Class of Members 16

7.3 Composition of the Plan 16

8. COVENANTS 17

9. THE TRUSTEE 17

9.1 Eligibility to act as Trustee 17

9.2 Equal representation rules 17

9.3 Director of Trustee or Employer may be Member 17

9.4 Removal of Trustee 17

9.5 Replacement of Trustee 18

9.6 Continuity of office 18

9.7 Trustee’s management powers 18

9.8 Power of delegation 18

9.9 Liability of Trustee 19

9.10 Indemnity to Trustee 19

9.11 Limitation of clause 19

9.12 Covenants by Trustee 19

9.13 Remuneration 20

9.14 Significant Adverse Effect 20

9.15 Statutory provisions 20

9.16 No Liability for performance of or failure to perform legally restrained acts 20

10. INVESTMENT POWERS OF TRUSTEE 21

10.1 Investment strategy 21

10.2 Power of investment 21

10.3 Choice of investment strategies 22

10.4 Investment restrictions 23

10.5 Appointment of Investment Manager 23

11. TRUSTEE POWERS GENERALLY 24

11.1 General powers 24

11.2 Discretion of Trustee 26

12. APPOINTMENT AND REMOVAL OF OTHER PERSONS 26

12.1 Appointment 26

12.2 Removal 26

13. THE PLAN 26

13.1 Composition of Plan 26

13.2 Plan held on trust 27

13.3 Merger of funds 27

13.4 Members’ rights to Benefits 27

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13.5 Members not entitled to assets 27

13.6 Segregation of pension assets 27

14. RECORDS, REPORTS AND AUDIT 27

14.1 Trustee obligations 27

14.2 Provision of information 28

14.3 Information and documents for Tribunal or court 28

14.4 Directions of Statutory Authority 28

15. CONTRIBUTIONS AND MEMBERSHIP 29

15.1 Eligibility and application 29

15.2 Admission to membership 29

15.3 Admission of Non-Employee Members 29

16. CONTRIBUTIONS TO THE PLAN 30

16.1 Eligibility to make Contributions 30

16.2 Guarantee Act 30

17. GENERAL PROVISIONS ABOUT CONTRIBUTIONS 30

17.1 Form of Contribution 30

17.2 Obligations to contribute 30

17.3 Limitation on accepting Contributions 30

17.4 Limit on Contributions 31

17.5 Ineligible Contributions 31

17.6 Contributions splitting 31

17.7 Additional contributions 33

17.8 Consequences for failing to make additional contributions 33

18. MEMBERSHIP NOTIFICATION REQUIREMENTS 33

18.1 Product disclosure statements 33

18.2 Disclosure and reporting requirements 33

18.3 Former Member notices 33

18.4 Inspection of this document and other documents 33

18.5 Meetings and Members 34

18.6 Cessation of Membership 34

19. ADMISSION AND RELEASE OF ASSOCIATED EMPLOYERS 34

19.1 Admission of Associated Employer 34

19.2 Release of Associated Employer 34

20. POWERS OF EMPLOYER NOT AFFECTED 35

20.1 Employer’s rights preserved 35

20.2 Employer not liable 35

20.3 Benefit not to increase damages claim 35

21. AMENDMENT OF DOCUMENT 35

21.1 Power of amendment 35

21.2 Statutory benefit scheme 36

21.3 Notification of amendments 36

22. TRANSFER OF SERVICE FROM ONE EMPLOYER TO ANOTHER 36

23. TRANSFERS FROM AND TO APPROVED BENEFIT ARRANGEMENTS 37

23.1 Transfers from Approved Benefit Arrangements 37

23.2 Member’s consent to transfer in 37

23.3 Value of transfer 37

23.4 Transfers to Approved Benefit Arrangements 38

23.5 Rollovers 38

23.6 Condition of rollover 38

23.7 Successor fund transfers 39

23.8 Eligible Rollover Funds 39

23.9 Trustee to protect preservation on rollover 39

23.10 Member’s consent to transfer out 39

23.11 Expense of transfer 39

23.12 Receipt sufficient discharge 39

23.13 Transfer on disposal of Employer’s operations 40

23.14 Portability 40

24. TERMINATION OF PLAN 40

24.1 Terminating events 40

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24.2 Reconstruction or acquisition of Principal Employer’s business 41

24.3 Trustee to work out Members’ entitlements 42

24.4 Surplus 42

25. MEMBER ACCOUNTS 42

25.1 Accounts to be kept 42

25.2 Members’ Employer Vested Accounts 42

25.3 Members’ Voluntary Contributions Accounts 43

25.4 Members’ Accrued Mandated Account 44

25.5 Adjustment to accounting procedures 44

25.6 Declared rates of earning 45

26. ACTUARIAL INVESTIGATION 45

26.1 Appointment of Actuary 45

26.2 Action on unsatisfactory financial condition 45

27. REIMBURSEMENT OF EMPLOYER’S EXPENSES 46

28. REDUCTION, SUSPENSION OR TERMINATION OF CONTRIBUTIONS 46

28.1 Principal Employer may reduce, suspend or terminate Contributions 46

28.2 Reduction or suspension of Contributions 46

28.3 Termination of Contributions 46

29. POLICIES OF INSURANCE 47

29.1 Member Policies 47

29.2 Member may request a specific Policy 47

29.3 Trustee to effect Policy if required 47

29.4 Premiums 47

29.5 Limitation on liability of Trustee 47

29.6 Group Policies 47

29.7 Members to give information 47

29.8 Adjustment of insured Benefit 48

29.9 Reduction for Benefits not paid by Insurer 48

29.10 Modification of death and Total and Permanent Disablement Benefits 48

29.11 Notification to Member 48

30. PAYMENT OF TAXATION AND LEVIES 48

30.1 Deduction of Taxation on Benefit 48

30.2 Taxation on Contributions and Shortfall Components 49

31. TYPES OF BENEFITS 49

31.1 Benefit entitlement 49

31.2 Benefit Entitlement before 1 July 2007 49

31.3 Election 49

31.4 Benefit Entitlement – with cashing restrictions 49

31.5 Transfer of Policy as Benefit 50

31.6 Transfer in specie as Benefit 50

31.7 Benefit Entitlement – Member aged 65 remaining in Employment 50

32. PRESERVATION 50

33. PAYMENT OF UNRESTRICTED NON-PRESERVED AMOUNT 50

33.1 General 50

33.2 Member reaches age 65 51

33.3 Member reaches Preservation Age 51

34. RETENTION OF BENEFIT IN PLAN 52

35. COMPULSORY PAYMENT OF BENEFITS 52

36. VOLUNTARY PAYMENT OF BENEFITS 52

36.1 Receipt of Benefit 52

36.2 Proofs 53

36.3 Payment before finalisation of entitlement 53

36.4 Time for payment 53

36.5 Release to Trustee 53

36.6 No personal claim 53

36.7 Deferral of Benefit payment 54

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37. LEAVE OF ABSENCE 54

38. PENSION BENEFIT 55

39. STATEMENT OF UNCLAIMED BENEFITS 56

40. LIMITATION ON PAYMENT 56

41. INCREASED BENEFITS 56

42. DEATH BENEFITS 56

42.1 Payment if Binding Death Benefit Nomination 56

42.2 Payment if no Binding Death Benefit Nomination 56

42.3 Commutation of Income Stream 56

42.4 Anti-detriment 56

43. DEATH BENEFIT NOMINATIONS 57

43.1 Non-Binding Death Benefit Nomination 57

43.2 Binding Death Benefit Nomination 57

44. PAYMENT IF NO BINDING DEATH BENEFIT NOMINATION 57

45. PAYMENT IF BINDING DEATH BENEFIT NOMINATION IS INVALID OR INEFFECTIVE 58

46. INFORMATION TO MEMBERS AND NON-MEMBER SPOUSES 58

47. TRUSTEE MAY CREATE NEW INTEREST FOR NON-MEMBER SPOUSE 58

48. PAYMENT OR TRANSFER OF INTEREST OF NON-MEMBER SPOUSE 58

49. FAMILY LAW FEES 58

50. SATISFACTION OF ENTITLEMENT 59

51. FORFEITURE OF BENEFITS 59

51.1 Assignment and insolvency 59

51.2 Forfeiture of Preserved Benefits 59

51.3 Debt and defalcation 60

51.4 Benefits not to be reduced for debt or defalcation 60

51.5 Allocation of forfeited Benefits 60

51.6 Void forfeiture severed 60

51.7 Unclaimed Benefits 60

52. MYSUPER PRODUCTS 60

52.1 MySuper Product requirements 60

52.2 MySuper membership records 62

52.3 Transfer of interests to comply with MySuper 62

53. LARGE EMPLOYER MYSUPER PRODUCT 63

53.1 Nomination to form part of governing rules 63

53.2 Establishment of Large Employer MySuper Products 63

SCHEDULE 1 64

Rules 64

1. MEMBERSHIP 64

1.1 Categories of Membership 64

1.2 Category DB Members 64

1.3 Category CA Members 64

1.4 Category SG Members 64

1.5 Category SP Members 65

1.6 Category TR Members and Category PR Members 65

1.7 Allocation of category 65

1.8 Transfer of category 65

2. CONTRIBUTIONS 66

2.1 Member Contributions 66

2.2 Voluntary Contributions 67

2.3 Employer Contributions 67

2.4 Contributions by other persons 67

3. NORMAL RETIREMENT BENEFITS 67

3.1 Entitlement to normal retirement benefit 67

3.2 Amount of normal retirement benefit 68

4. EARLY RETIREMENT BENEFITS 68

4.1 Entitlement to early retirement benefits 68

4.2 Amount of early retirement benefit 68

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5. LATE RETIREMENT BENEFITS 68

5.1 Entitlement to late retirement benefit 68

5.2 Amount of late retirement benefit 69

5.3 Cessation of Entitlement 69

6. DEATH AND TOTAL AND PERMANENT DISABLEMENT BENEFITS 69

6.1 Death or TPD, before Normal Retirement Date 69

6.2 Amount of death or TPD Benefit 69

6.3 Death or TPD after Normal Retirement Date 70

7. WITHDRAWAL BENEFIT 71

7.1 Entitlement to withdrawal Benefit 71

7.2 Amount of withdrawal Benefit 71

8. BENEFITS FOR CATEGORY SP MEMBERS 71

8.1 Entitlement to Benefits for Category SP Members 71

8.2 Amount of Benefit 72

SCHEDULE 2 73

Accrual rates 73

1

BRISBANE

LEVEL 14 CENTRAL PLAZA ONE

345 QUEEN STREET

BRISBANE QLD 4000

TEL: (07) 3231 0600

FAX: (07) 3221 2921

MAROOCHYDORE

LEVEL 1

43 PLAZA PARADE

MAROOCHYDORE QLD 4558

TEL: (07) 5443 9299

FAX: (07) 5443 9060

SOUTHPORT

SUITE 2, LEVEL 1

50 DAVENPORT STREET

SOUTHPORT QLD 4215

TEL: (07) 5591 6222

FAX: (07) 5591 5700

WEB: WWW.MCW.COM.AU

OUR REF:

ND:ER:91768


TRUST DEED

DATE

PARTIES

Name Mercy Super Pty Ltd Label Trustee ACN/ABN/ARBN 056 047 324 Street Address Whitty Building, Mater Health Services, Raymond Terrace,

South Brisbane, Queensland 4101 Name Mater Misericordiae Health Services Brisbane Limited Label Principal Employer Street Address Mater Misericordiae Hospitals, Raymond Terrace, South

Brisbane, Queensland, 4101

1. OPERATION OF PLAN

(a) The name of the Plan is MERCY SUPER.

(b) This document sets out the way in which the Plan must operate and the roles and the responsibilities of the Trustee and any person, company or entity associated with the Plan or having some responsibility.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In this document unless the context requires the words and expressions defined in this clause 2.1 have the meanings ascribed to them in this clause 2.1.

Actuary means the actuary (if any) for the time being appointed under this document.

Administration Manager means a person appointed as administration manager of the Plan under clause 12.1.

Allocated Pension has the meaning given to that term in the SIS Regulations.

Allot has the meaning given to that term in the SIS Regulations.

Annual Review Date means a period of 12 months ending on 30 June, or any other period ending on any other date as the Trustee decides.

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Annuity means a Benefit payable by instalments that satisfies the meaning of ‘annuity’ in regulation 1.05 SIS Regulations or any other provision of the Superannuation Law.

Applicant means a Member who makes a contributions splitting application under clause 17.6.

Approved Benefit Arrangement means a fund or benefit arrangement other than the Plan (including without limitation another Complying Superannuation Fund, an Approved Deposit Fund and an Annuity arrangement) into which or from which assets can be transferred from or into the Plan without causing the Plan to be in breach of or to fail to comply with the Superannuation Law, and includes an Eligible Rollover Fund.

Approved Deposit Fund means in relation to a year of income means a fund which is a complying approved deposit fund under the Taxation Act.

Associate has the meaning given to that term under the Superannuation Law.

Associated Employee means any person admitted to participation in the Plan as an Associated Employer under clause 19.1 and which has not ceased to participate under clause 19.2.

Auditor means the auditor for the time being appointed under clause 12.1.

Authorised Deposit-taking Institution means has the meaning given to that term in the Banking Act 1959 (Cth).

Authorised Investments means the investments more particularly described in clause 10.2 and any of them.

Award Salary means in respect of Contributions payable under the provisions of any Industrial Agreement, the salary as determined in the Industrial Agreement.

Beneficiary means a person who is presently and absolutely entitled to, or has a contingent right to receive, a Benefit under this document at any given time, and includes a Member, a Dependant or a Pensioner.

Benefit means any amount which is payable by the Trustee out of the Plan under this document to or in respect of a Member.

Benefit Accrual Rate means in relation to a Member the rate calculated under the following formula:

( ) ( ) ( )HxGHxGH1xG nn221 K+

Where:

G1 = the years of Membership between 1 July 1992 and the Changeover Date (where years means years and complete months) during which the Member contributed to the Plan at the same rate of Contribution.

G2 and Gn have similar meanings.

H1 = with respect to Category DB Members who are Full-time Employees the accrual rate corresponding to the relevant rate of Contribution as set out in Schedule 2 and with respect to Category DB Members who are Part-time Employees the accrual

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rate as determined by the Trustee at each Annual Review Date having regard to the Member’s actual hours of work in a relevant year.

H2 and Hn have similar meanings.

An example of a calculation involving the Benefit Accrual Rate is set out in Schedule 2.

Benefit Entitlement means any amount held in the Plan which may become payable to a Member, Dependant or Beneficiary but to which the person has not become absolutely and indefeasibly entitled, and includes a contingent right to payment of an amount.

Binding Death Benefit Nomination means a nomination made by a Member for the payment or application of a death benefit that is binding on the Trustee under the Superannuation Law.

Changeover Date means 30 June 2012 or such other date as determined by the Trustee.

child has the meaning given to that term in the Superannuation Law.

Compassionate Ground has the meaning given to that term under the Superannuation Law.

Complying Superannuation Fund means in relation to a year of income means a fund which is a complying superannuation fund under the Superannuation Law.

Constitutional Corporation has the meaning given to that term under the Superannuation Law.

Contract Base Salary means the Member’s base salary (excluding superannuation contributions and other items not ordinarily forming part of base salary) as agreed upon by the Member’s Employer and the Trustee.

Contributions means payments to the Plan by Members, Employers and other Permitted Entities under this document before the deduction of any Taxation payable in respect of those payments.

Corporations Act means the Corporations Act 2001 (Cth).

Custodian means a person appointed as custodian under clause 12.1.

Deferred Annuity has the meaning given to that term in the SIS Regulations.

Dependant means in relation to a Member, or former Member, means:

(a) the spouse of the member or former Member or the widow or widower of a deceased Member;

(b) any child of the Member or former Member;

(c) any person with whom the Member is in an Interdependency Relationship; or

(d) any other person who, in the opinion of the Trustee, was financially dependent on the Member or former Member at the relevant time.

Directors means (where the Trustee is a Constitutional Corporation) the directors or board of management for the time being of the Trustee as the case requires.

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Disclosure Document means any document required to be given under the Corporations Act to a person applying to be a Member.

Disqualified Person has the meaning given to that term in the Superannuation Law.

Eligible Person means a person who is eligible under the Superannuation Law to join and remain a member of a Complying Superannuation Fund.

Eligible Rollover Fund has the meaning given to that term in the Superannuation Law.

Employee has the meaning given to that term in the SIS Act.

Employer has the meaning given to that term in the SIS Act.

Employment in relation to a Member means employment with an Employer for which the Member receives remuneration, and includes:

(a) any period of temporary absence from employment with the Employer whether or not the Member receives remuneration during that period;

(b) any period during which the Member is in receipt of a salary continuance benefit;

(c) any period during which the Employer decides and notifies the Trustee the Member is to be treated for the purposes of the Plan as being in the employment of the Employer.

Employment Termination Payment has the meaning given to that term in the Taxation Act.

Entry Date means the date the Trustee accepts a Member’s application or such other date specified by the Trustee under Clause 15.2(b).

Family Law means the Payment Splitting arrangements under the Superannuation Law.

Family Law Act means the Family Law Act 1975 (Cth).

Final Average Salary means in relation to a Member means the amount calculated in accordance with the following formula:

A + B 2

Where:

A = the highest annual rate of Salary during membership of the Plan whilst holding a permanent position

B = the next highest annual rate (which may be equal to rate A above) of Salary during membership of the Plan whilst holding a permanent position.

For the avoidance of doubt:

(a) A and B are equal where the highest annual rate of Salary applies in more than one year of membership of the Plan whilst holding a permanent position; and

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(b) where the same annual rate of Salary has applied throughout the Member’s membership of the Plan whilst holding a permanent position, that rate of Salary is the Member’s Final Average Salary.

Financial Year means a period of 12 months ending on 30 June or any other period of 12 months as the Trustee decides.

Full-Time Gainful Employment means Gainful Employment on a full-time basis within the meaning of the Superannuation Law.

Gainful Employment means in relation to a Member means engagement in any business, trade, profession, vocation, calling, occupation or employment for personal gain to the extent required by the Superannuation Law.

Guarantee Act means the Superannuation Guarantee Charge Act 1992 (Cth) which incorporates the Superannuation Guarantee (Administration) Act 1992 (Cth) and any regulations made to those Acts.

Income Stream means:

(a) a Pension;

(b) an Annuity; or

(c) a Benefit payable in a form other than as a Superannuation Lump Sum, as permitted by the Superannuation Law.

Industrial Agreement means any agreement certified or an award made on or after 1 July 1986 by an industrial authority under which the Employer has an obligation to contribute in respect of a Member.

Insured Member means any Member who has a Policy effected in their name by the Trustee.

Insurer means any insurer with whom the Trustee effects a Policy or Policies.

Interdependency Relationship means has the meaning given to that term in the Superannuation Law.

Interest in the Plan means in relation to a Member at any date the value of the Member’s benefits which have accrued up to that date as determined by the Trustee after considering the advice of an Actuary.

Investment Manager means a person appointed as an investment manager of the Plan under clause 12.1.

Large Employer means an Employer nominated as a Large Employer in accordance with clause 53.1.

Legal Personal Representative has the meaning given to that term in the SIS Act.

Market Linked Pension has the meaning given to that term in the SIS Regulations.

Maximum Splittable Amount has the meaning given to that term in the SIS Regulations.

Member means an Employee who has been accepted by the Trustee as a Member and has not ceased to be a Member.

6


Member Category means the category of membership determined by the Employer for a Member at the time the Member joins the Plan or the category of Membership to which the Member is later changed under Rule 1.8.

Member’s Accounts means the Member’s Accrued Mandated Account, Member’s Additional Account, Member’s Employer Vested Account and Member’s Voluntary Contribution Account maintained in respect of a Member.

Member’s Accrued Mandated Account means the account established for a Member under clause 25.4.

Member’s Employer Vested Account means the account established for a Member under clause 25.2.

Member’s Voluntary Contribution Account means the account established for a Member under clause 25.3.

Membership means the period commencing on the Member’s Entry Date during which the Member is a Member of the Plan and may include at the Employer’s discretion, periods during which the Member is given leave of absence from Employment with the Employer.

MySuper Product has the meaning given to that term in the SIS Act.

MySuper Product Member means a Member entitled to a MySuper Product.

Nominated Beneficiary means one or more Dependants or Legal Personal Representatives of a Member nominated by the Member as the Member’s Nominated Beneficiary.

Non-Binding Death Benefit Nomination means a nomination made by a Member in relation to the payment or application of a death benefit that is not a Binding Death Benefit Nomination.

Non-Concessional Contribution has the meaning given to that term in the Taxation Act.

Non-Employee Member means a Member who is not an Employee.

Non-Member Spouse means in relation to a Member has the meaning given to that term in the Superannuation Law. A person ceases to be a Non-Member Spouse when:

(a) the entitlement of the Non-Member Spouse in respect of a Payment Split is paid to the Non-Member Spouse or transferred or rolled over under the Superannuation Law; or

(b) they become a Member.

Normal Retirement Date means the age of 65 years or any other age not less than 55 years that is acceptable to or required by the Superannuation Law and as the Trustee decides.

Optional Insured Benefit means the proceeds received in respect of optional insurance cover under a policy of life or disability insurance arranged by the Trustee in respect of a Member at the request of a Member.

7


Part-Time Gainful Employment means Gainful Employment on a part-time basis within the meaning of the Superannuation Law.

Payment Flag has the meaning given to that term in the Superannuation Law.

Payment Split has the meaning given to that term in the Superannuation Law, and includes a payment split under the SIS Regulations.

Pension means includes a Benefit payable by instalments that satisfies the meaning of ‘pension’ in regulation 1.06 SIS Regulations or any other provision of the Superannuation Law.

Pensioner means a Member who is entitled to receive or has applied to receive Benefits payable to the Member as a Pension, and includes a Reversionary Beneficiary in receipt of a Pension.

Permanent Incapacity has the meaning given to that term in the Superannuation Law.

Permitted Entity means any person or entity permitted under the Superannuation Law to make a Contribution in respect of a Member.

Plan means the indefinitely continuing superannuation fund constituted by the trusts in this document.

Plan Earnings means in relation to a Review Period or part of a Review Period all net income and net capital gains derived from the assets of the Plan, whether realised or unrealised, after deducting any capital losses, allowances for expenses and Taxation as the Trustee considers appropriate

Plan Expenses means in relation to a Review Period or part of a Review Period the administration and other expenses of the Plan paid or payable during that Review Period or part of a Review Period, including provision for taxation, and any capital losses (and taking into account unrealised capital losses to the extent decided by the Trustee).

Policy means any policy of assurance including:

(a) a policy on the life of a Member for endowment, term, disablement, accident or sickness insurance, effected either as an individual policy or as a group policy for a Member or a former Member;

(b) any policy which provides that benefits are payable to the Trustee on the death or disablement of a Member unless the acquisition of the policy is prohibited by the Superannuation Law.

Prescribed Period means in respect of any matter or thing required to be done under this document the period in which that matter or thing is required to he done under the Superannuation Law.

Prescribed Standard means any requirement prescribed under the Superannuation Law which is applicable to the Plan.

Preservation Age means:

(a) for a person born before 1 July 1960 – 55 years of age;

(b) for a person born during the year 1 July 1960 to 30 June 1961 – 56 years of age;

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(c) for a person born during the year 1 July 1961 to 30 June 1962 – 57 years of age;

(d) for a person born during the year 1 July 1962 to 30 June 1963 – 58 years of age;

(e) for a person born during the year 1 July 1963 to 30 June 1964 – 59 years of age;

(f) for a person born after 30 June 1964 – 60 years of age.

Preserved Benefit means:

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

(b) for a Member who has not become entitled to a benefit, the amount of a Member’s Benefit or part of it,

which comprises the amount of the Member’s preserved benefits for the purposes of the SIS Regulations, and which has not become unrestricted non-preserved benefits under the SIS Regulations.

Preserved Payment means a payment required to be Preserved in order for the Plan to be a Complying Superannuation Fund, whether made to the Plan by:

(a) an Employer;

(b) a Permitted Entity;

(c) a Member; or

(d) a transfer from an Approved Benefit Arrangement.

Principal Employer means The Corporation of the Trustees of the Order of the Sisters of Mercy in Queensland or any Associated Employer or other person carrying on business in succession to or in amalgamation with the Principal Employer which agrees to assume the obligations of the Principal Employer under the document.

Relative means in relation to a Member or former Member means any of the following:

(a) the parent, grandparent, brother, sister, uncle, aunt, nephew, niece, lineal descendant or adopted child of that Member or former Member;

(b) the Spouse of the Member, or of any person specified in paragraph (a); or any child of any of the persons specified in paragraph (a) or (b).

Retires from Employment means enters retirement as defined by the Superannuation Law for the payment of Benefits.

Retires from Gainful Employment in relation to a Member means enters actual retirement from Gainful Employment or Retires from Employment.

Reversionary Beneficiary means a Dependant nominated by a Pensioner (and in default of a nomination by the Pensioner, a Dependant nominated by the Trustee) who is eligible to receive a Benefit on the death of the Pensioner.

Review Period means the period commencing on an Annual Review Date and concluding on the day before the next Annual Review Date.

9


Rules means the Rules in Schedule 1 annexed to this document as amended from time to time.

Salary means whichever of the following particularly applies:

(a) the Member’s wages or salary excluding sums paid for overtime work or other special services or by way of bonus provided that if a Member receives part or all of the Member’s remuneration by way of commission then Salary in respect of that Member will be such amount as the Employer decides and provided further that if a Member has been given or is deemed to have been given leave of absence without wage or salary the Member’s salary will be deemed to continue unaltered until the cessation of such leave of absence;; or

(b) the Award Salary; or

(c) the Contract Base Salary,

where annual salary in respect of a Member who is paid monthly means 12 times the Member’s monthly salary or in respect of a Member who is paid fortnightly means 26.0893 times the Member’s fortnightly salary or in respect of a Member who is paid weekly means 52.1786 times the Member’s weekly salary rounded up to the nearest dollar.

Severe Financial Hardship has the meaning given to that term in the Superannuation Law.

Shortfall Component has the meaning given to that term in section 64 Guarantee Act.

Significant Adverse Effect has the meaning given to that term in the Superannuation Law.

SIS Act means the Superannuation Industry (Supervision) Act 1993 (Cth).

SIS Regulations means the Superannuation Industry (Supervision) Regulations 1994 (Cth).

Splittable Contribution has the meaning given to that term in the SIS Regulations.

Spouse means:

(a) a person legally married to a Member at any time; or

(b) a person who (whether of the same sex or a different sex to the Member), although not legally married to the Member, in the opinion of the Trustee lives with a Member on a genuine domestic basis in a relationship as a couple and, in relation to a deceased Member, the term widow or widower includes a person who lived with the Member on such a basis immediately before the Member’s death; or

(c) a person (whether of the same sex or a different sex to the Member) with whom the person is in a relationship that is registered under a law of a State or Territory prescribed for the purposes of section 22B of the Acts Interpretation Act 1901 (Cth) as a kind of relationship prescribed for the purposes of that section,

except that where a person has more than one Spouse, the Trustee must decide:

(d) which one or more of them is deemed to be that person's Spouse for the purposes of this document; and

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(e) the proportions in which a Benefit payable to each Spouse is to be divided between them where there is no Binding Death Benefit Nomination.

When determining whether a person meets the requirements of paragraph (b) above:

(a) the Trustee may have regard to the following criteria with regard to the relationship between the person and the Member:

(i) the duration of the relationship;

(ii) the nature and extent of any common residence;

(iii) whether a sexual relationship exists;

(iv) the degree of financial dependence or interdependence, and any arrangements for financial support, between them;

(v) the ownership, use and acquisition of their property;

(vi) the degree of mutual commitment to a shared life;

(vii) whether the relationship is or was registered under a prescribed law of a State or Territory as a prescribed kind of relationship;

(viii) the care and support of children; or

(ix) the reputation and public aspects of the relationship;

(b) to remove all doubt, no particular finding in relation to any circumstance is to be regarded as necessary in deciding whether the relationship is on a genuine domestic basis; and

(c) the Trustee in determining whether the relationship is on a genuine domestic basis is entitled to have regard to such matters, and to attach such weight to any matter, as may seem appropriate to the Trustee in the circumstances of each case.

For the avoidance of doubt, a person can be a Spouse of a Member even if that person or the Member is:

(a) legally married to someone else; or

(b) the Spouse of another person.

Standard Contribution Rate means 5% of Salary.

Statutory Authority means a regulatory body or person having responsibility for the administration of superannuation as the case requires, including the:

(a) Commissioner of Taxation;

(b) Australian Prudential Regulation Authority;

(c) Australian Securities and Investments Commission.

Superannuation Entity means any entity which may under the Superannuation Law receive a transfer or rollover of a Member’s benefit or from which the Trustee may accept a transfer or rollover of superannuation benefits.

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Superannuation Fund has the meaning given to that term in the Superannuation Law.

Superannuation Law means any requirement under the:

(a) SIS Act;

(b) SIS Regulations;

(c) Occupational Superannuation Standards Act 1987 (Cth);

(d) Occupational Superannuation Standards Regulations (Cth);

(e) Family Law Act 1975 (Cth);

(f) Corporations Act;

(g) Corporations Regulations 2001 (Cth);

(h) Taxation Act;

(i) Financial Sector (Collection of Data) Act 2001 (Cth);

(j) Financial Institutions Supervisory Levies Collection Act 1998 (Cth); and

(k) any other present or future legislation which the Trustee must comply with for the Plan to:

(i) qualify for concessional Taxation treatment as a Complying Superannuation Fund;

(ii) to be authorised to offer and provide a MySuper Product; or

(iii) meet any other requirement of the Statutory Authority,

and includes any proposed requirements, rulings, announcements or obligations which the Trustee believes will have effect retrospectively.

Superannuation Lump Sum has the meaning given to that term in the Taxation Act.

Taxation includes income tax, payroll tax, land tax, stamp duty and any other taxes, duties or surcharges paid or payable by the Trustee for the Plan or a Member or, where applicable, by any Member, former Member, Dependant or Beneficiary.

Taxation Act means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth) and any regulations or public rulings issued under those Acts.

Taxed Splittable Contribution has the meaning given to that term in the SIS Regulations.

Temporarily Totally Disabled in relation to a Member means a state of disablement as a result of illness, accident or injury which:

(a) commences on or before the Member reaches the age of 65 years or the Member’s Normal Retirement Age (whichever is the earlier); and

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(b) causes the Member to be continuously absent from the Member’s Gainful Employment for any period as any Policy effected in respect of the Member in respect of total disablement requires,

(c) where the Trustee expects the Member’s disablement to be temporary, and ‘Temporary Total Disablement’ has a corresponding meaning.

Temporary Incapacity has the meaning given to that term in the Superannuation Law.

Total and Permanent Disablement means in relation to a Member:

(a) where the benefit payable on Total and Permanent Disablement is insured, the definition of Total and Permanent Disablement in the policy of insurance effected by the Trustee to provide benefits for Members on their termination of Employment due to permanent incapacity or invalidity; or

(b) where the benefit payable on Total and Permanent Disablement is not insured:

(i) the insured member suffers, as a result of sickness or injury:

(A) the total and permanent loss of the use of two limbs;

(B) blindness in both eyes;

(C) the total and permanent loss of the use of one limb and blindness in one eye loss;

where:

(D) ‘limb’ means the whole hand below the wrist or whole foot below the ankle; and

(E) ‘blindness’ means the permanent loss of sight to the extent that visual acuity is 6/60 or less, or to the extent that the visual field is reduced to 20 degrees or less of arc; or

(ii) the insured member:

(A) was employed on a permanent basis for at least the minimum hours immediately prior to the date of disablement; and

(B) as a result of sickness or injury, has been absent from all employment for 6 consecutive months from the date of disablement and the Trustee consider, on the basis of medical and other evidence satisfactory to the Trustee, the insured member is unlikely ever to be able to engage in any occupation, whether or not for reward;

where:

(C) ‘occupation’ means:

(I) for a ‘professional’ or ‘senior management’, the person’s occupation based on the general area of expertise of the person;

(II) for all other staff, an occupation that the person can perform, on a full time or part time basis, based on the skills and

13


knowledge the person has acquired through previous education, training or experience;

(D) ‘professional’ means a person who:

(I) has a university degree;

(II) belongs, or is eligible to belong, to a professional body;

(III) earns a salary greater than $80,000 per annum; and

(IV) only works in an office environment and in a sedentary capacity

(E) ‘senior management’ means a person who:

(I) is part of the senior management of the Employer;

(II) earns a salary greater than $80,000 per annum; and

(III) only works in an office building and in a sedentary capacity.

Tribunal means the Superannuation Complaints Tribunal established under the Superannuation (Resolution of Complaints) Act 1993 (Cth).

Trustee means the trustee or trustees for the time being of the Plan whether original, additional or substituted.

Unclaimed Benefits means means those Benefits described as unclaimed money under the Superannuation (Unclaimed Money and Lost Members) Act 1999 (Cth).

Unrestricted Non-Preserved Amount means an amount (including a rollover payment) payable to or in respect of a Member, which:

(a) is not required to be Preserved, or at the time of payment is no longer required to be Preserved, under the Superannuation Law; and

(b) is an unrestricted non-preserved benefit as that term is defined in the SIS Regulations, including Subdivision 6.1.4 SIS Regulations.

Untaxed Splittable Contribution has the meaning given to that term in the SIS Regulations.

Vested Contribution means a contribution made for a Member by an Employer:

(a) in or towards satisfaction of the Employer’s obligations under an agreement certified or an award made on or after 1 July 1986 by an industrial authority;

(b) for the purposes of contributing for a Member the level of superannuation contributions prescribed under the Guarantee Act as applicable to the Employer or as a shortfall component as defined in the Guarantee Act; or

(c) where the Employer decides that any benefit arising from the contribution will vest in the Member on the day on which the benefit becomes payable.

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2.2 Interpretation

In this document:

(a) the headings and index in this document are for convenience and reference only and do not affect the interpretation of this document;

(b) a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(c) a singular word includes the plural and vice versa;

(d) a word which suggests one gender includes the other gender;

(e) a reference to a person includes a body corporate;

(f) if there is a dispute about the interpretation of this document or the rights or obligations of a Member or any other person, then (except to the extent otherwise expressly provided in this document) the decision of the Trustee is final and binding;

(g) if:

(i) any provision of this document is void or voidable or unenforceable under its terms, but would not be void, voidable, unenforceable or illegal if it were read down and is capable of being read down, the provision must be read down accordingly; or

(ii) despite clause 2.2(g)(i), a provision of this document would still be void, voidable, unenforceable or illegal:

(A) if the provision would not be void, voidable, unenforceable or illegal if a word or words were omitted, that word or those words must be severed; and

(B) in any other case, the whole provision must be severed,

and the remainder of this document will be effective;

(h) this document is at all times subject to the Superannuation Law and is deemed to incorporate the Superannuation Law to the extent necessary for the Trustee and the Plan to qualify for concessional Taxation treatment or to satisfy any other requirements of the Statutory Authority;

(i) if there is an inconsistency between this document and the Superannuation Law, the Superannuation Law prevails to the extent of the inconsistency;

(j) any references to any requirements, consents or approvals being required to be given by the Statutory Authority or for the purposes of satisfying the Superannuation Law, means requirements, consents or approvals of the Statutory Authority or under the Superannuation Law.

(k) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this document and references to this document include any schedules or annexures;

15


(l) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(m) a reference to a document (including a reference to this document) is to that document as amended, supplemented, varied or replaced; and

(n) a reference to ‘month’ means calendar month.

3. OTHER PROVISIONS TO NOTE

3.1 Exercise of powers and rights

All powers, rights, decisions, discretions, appointments or other authorisations given to or conferred on the Trustee by, under or for the purposes of this document, may be fully and effectively exercised or made by or for the Trustee by resolution of the Directors under its constitution or by any person or persons having the authorisation of those Directors to act on their behalf if all requirements of the Superannuation Law are satisfied.

3.2 Benefits Secured

The rights of the Members or their Dependants who receive Benefits payable under this document are secured within the meaning of the Superannuation Law.

4. GOVERNING LAW

This document is governed by and construed under the laws of Queensland. The Trustee, Members, Beneficiaries and Employers irrevocably submit to the exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts

5. DISPUTE RESOLUTION

5.1 Enquiries and complaints mechanism

The Trustee must effect arrangements to deal with enquiries and complaints from Members, Dependants or Beneficiaries in the circumstances and within the time limits required by the Superannuation Law.

5.2 Trustee to implement decision

Subject to the Trustee’s rights to decide in its discretion to appeal against any decision of a court or tribunal, the Trustee must ensure it implements any decision of a court or tribunal as required by that court or tribunal.

6. MISCELLANEOUS PROVISIONS

6.1 Members bound by document

Members are deemed to have approved of and to be bound by the terms of this document.

6.2 Power of attorney

(a) Each Member is deemed to irrevocably appoint the Trustee as the Member’s attorney with regard to any act the Trustee may need to undertake in carrying out its duties as Trustee under the document in respect of any benefit payable to the

16


Member or the Member’s Dependants and to perform any act in connection with the Member’s membership of the Plan.

(b) The Trustee must notify a Member in writing the details of it having exercised the power of attorney as soon as is practicable afterwards.

6.3 Notices

(a) Notices under the document are deemed to have been properly given and served if delivered or sent by prepaid post addressed to:

(i) the Trustee at the Principal Employer’s registered office;

(ii) an Employer at its registered office;

(iii) a Member at the Member’s place of employment or place of residence last known to the Trustee or the Employer.

(b) Service by post is deemed to be effective at the expiration of five days after the notice was posted.

6.4 Availability of document

The Trustee must keep a copy of this document available for inspection by any Member during normal business hours at the Principal Employer’s principal business address or registered office or at the Trustee’s registered office.

6.5 Privilege

All disclosures and communications between any of the Employer, the Trustee and the life assurance company in respect of the Employer, an Employee, the Trustee, the life assurance company, any Member or the Dependants of any Member in respect of any matter arising in the operation of the Plan or the rights or obligations of any of them under the Plan are privileged and none of them has any right or claim for loss or damage at law or otherwise in consequence of any such disclosure or communication.

7. STRUCTURE OF PLAN

7.1 Plan vested in Trustee

The Plan is at all times vested in the Trustee and managed by the Trustee upon the terms and subject to the trusts, powers, authorities and discretions in this document.

7.2 Class of Members

The Trustee has the power to create any additional class or classes of Membership with rights, entitlements, conditions of eligibility and Benefits as the Trustee thinks appropriate.

7.3 Composition of the Plan

The gross assets of the Plan consist of all cash, investments and other property for the time being held and received by or on account of the Trustee upon the trusts of this document.

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8. COVENANTS

The Trustee must perform and observe the covenants, trusts, conditions and obligations of this document as and to the extent they are included in this document or deemed to be included in this document by the Superannuation Law.

9. THE TRUSTEE

9.1 Eligibility to act as Trustee

Subject to the Superannuation Law, the Trustee must at all times be a Constitutional Corporation or, where the Trustee is not a Constitutional Corporation, the sole or primary purpose of the Plan must be the provision of old-age pensions as that term is defined in section 51(xxiii) Commonwealth of Australia Constitution Act.

9.2 Equal representation rules

Where the Superannuation Law requires the Plan to comply with the equal representation rules in Part 9 of the SIS Act, the Trustee must:

(a) ensure that the Plan complies with the equal representation rules;

(b) establish and publish rules setting out a procedure for appointment and removal of Member representatives as required by the Superannuation Law; and

(c) establish and publish rules relating to the appointment and removal of an additional independent trustee or additional independent director as required by the Superannuation Law.

9.3 Director of Trustee or Employer may be Member

No Trustee, Director or officer of a Constitutional Corporation or Employee of an Employer is by virtue of their office or the powers delegated to them by the Trustee disqualified from being a Member of the Plan or from exercising rights or deriving any Benefits as a Member of the Plan.

9.4 Removal of Trustee

A Trustee ceases to hold office if:

(a) the Trustee is removed by the Principal Employer by notice in writing, where the Superannuation Law permits the Principal Employer to remove the Trustee;

(b) a majority of Members of the Fund, at a meeting, resolves to remove the Trustee and provides written notice to the Trustee;

(c) the Trustee resigns from the position of Trustee by notice in writing to the Principal Employer;

(d) if the Trustee is disqualified from holding office as a trustee by operation of the Superannuation Law or is removed or suspended from office under the Superannuation Law; or

(e) if, being a Constitutional Corporation, it is placed into receivership or liquidation or an administrator is appointed over its affairs.

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9.5 Replacement of Trustee

(a) The Principal Employer or, where the Superannuation Law so requires, the Statutory Authority may appoint a new Trustee.

(b) The appointment must:

(i) be in writing;

(ii) otherwise comply with the Superannuation Law.

(c) A delay in the appointment of a Trustee does not invalidate the appointment.

(d) Any act or determination of a Trustee is valid despite any defect in the Trustee’s appointment.

9.6 Continuity of office

Any person who acts as Trustee must, on ceasing to be Trustee under this clause, do everything necessary to vest the Plan in the remaining or new Trustee or Trustees and must deliver all records and other books to the remaining or new Trustee or Trustees.

9.7 Trustee’s management powers

(a) The Trustee has complete powers of management and control of the Plan and of all proceedings, matters and things connected with the Plan and may execute such contracts, deeds and documents and do any other things for the purpose of carrying out its obligations under this document.

(b) The Trustee must comply with any requirements of the Superannuation Law:

(i) in the convening and holding of meetings of its directors and shareholders;

(ii) when exercising any power or discretion conferred on it by this document or by law.

9.8 Power of delegation

(a) The Trustee may, subject to the Superannuation Law:

(i) delegate in writing the exercise of all or any of powers of discretionary authorities conferred by this document on the Trustee, and sign any power of attorney or other document necessary to give effect to that purpose and, where anything contained in this document is required or entitled to be done by document, that thing may be done in writing by a document which states that the power contained in this clause is being exercised; and

(ii) vary, limit or revoke that delegation.

(b) Any delegation under clause 9.8(a)(i) is effective regardless of whether the Trustee or Trustees making the delegation is or are out of the State at the time the delegation is made or at the time when the thing required or entitled to be done is done.

(c) The Trustee is not liable for any loss occasioned by any omission or act of a delegate unless clause 10 applies.

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9.9 Liability of Trustee

The Trustee (and, when the Trustee is a Constitutional Corporation, its Directors and officers) are not liable for:

(a) any act or default done or omitted to be done in the exercise of their powers, duties or discretions;

(b) any losses or expenses incurred by the Plan due to the insufficiency or deficiency of any security in or upon which any of the moneys of the Plan are invested;

(c) any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any moneys or securities are deposited;

(d) any loss suffered as a result of relying on any professional advice or assistance; or

(e) any other loss, damage or misfortune,

except if that person fails to act honestly, or intentionally or recklessly fails to exercise the degree of care and diligence that the person is required to exercise, or incurs a monetary penalty in respect of a civil penalty order under the Superannuation Law.

9.10 Indemnity to Trustee

(a) The Trustee (and, when the Trustee is a Constitutional Corporation, its Directors and officers) are indemnified and, subject to the Superannuation Law, have a lien on the Plan for that indemnity against all liabilities incurred by them through any act, omission or mistake in the exercise of the powers, duties and discretions vested in them under this document or in the proper performance of their duties under this document.

(b) The indemnity in this clause is not available if the person fails to act honestly, or intentionally or recklessly fails to exercise the degree of care and diligence that the person is required to exercise, or incurs a monetary penalty in respect of a civil penalty order under the Superannuation Law.

9.11 Limitation of clause

Clauses 9.9 and 9.10 only operate to exempt a person from liability and provide an indemnity to the extent that the exemption from liability or provision of the indemnity is not limited by or inoperative under the Superannuation Law.

9.12 Covenants by Trustee

The Trustee covenants with the Principal Employer with the intent that the covenants enure for the benefit of the Members:

(a) to act honestly in all matters concerning the Plan;

(b) to exercise in relation to all matters affecting the Plan the same degree of care, skill and diligence as an ordinary prudent person would exercise in dealing with property of another for whom the person felt morally bound to provide;

(c) to ensure that the Trustee’s duties and powers are performed and exercised in the best interests of the Members;

20


(d) to keep the money and assets of the Plan separate from any money and assets that are held by the Trustee personally or that are money or assets of an Employer or an Associate of an Employer;

(e) not to enter into any contract or do anything else that would prevent the Trustee from or hinder the Trustee in properly performing or exercising the Trustee’s functions and powers;

(f) to give to:

(i) a prospective Member;

(ii) a new Member;

(iii) a Member;

(iv) a terminating Member; and

(v) any other person,

within the Prescribed Period the information required by the Superannuation Law to be given to that person.

9.13 Remuneration

(a) The Trustee may be paid from the Plan by way of remuneration for services performed under this document or under such management agreements entered into by the Trustee from time to time, and is absolutely entitled to, the brokerage and any similar payments payable to it as agent by the Insurer upon a Policy.

(b) Any firm, corporation or partnership of which a Director of the Trustee is a partner, director, shareholder or employee may be paid as an expense of the Plan any proper fees or remuneration for professional services rendered by that firm, corporation or partnership in connection with the Plan, and neither the Trustee nor that Director may be called upon or required to account for any such fees or remuneration.

9.14 Significant Adverse Effect

On becoming aware of the occurrence of an event having a Significant Adverse Effect on the financial position of the Plan the Trustee must give within the Prescribed Period written notice of the event to the Statutory Authority setting out particulars of the event.

9.15 Statutory provisions

The powers, authorities and discretions conferred on the Trustee by this document are in addition to any powers, authorities and discretions conferred by any statute upon the Trustee, and nothing in this document limits any such powers, authorities and discretions.

9.16 No Liability for performance of or failure to perform legally restrained acts

The Trustee is not liable to any person for:

(a) doing or performing any act or thing which the Trustee is, or which the Trustee believes in good faith the Trustee is, required to do or perform; or

21


(b) failing to do or perform any act or thing which the Trustee is, or which the Trustee believes in good faith the Trustee is, hindered, prevented or forbidden from doing or performing,

by any statutory provision or a decree, order or judgment of any court or tribunal.

10. INVESTMENT POWERS OF TRUSTEE

10.1 Investment strategy

The Trustee must from time to time formulate and give effect to one or more investment strategies having regard to the Plan’s circumstances and the Superannuation Law.

10.2 Power of investment

Subject to the Superannuation Law and the Plan’s investment strategy, the Trustee may invest the whole or any part of the Plan’s assets in any one or more of the following investments as if the Trustee were the absolute owner beneficially entitled:

(a) the acquisition by original subscription or by purchase or otherwise of debentures, debenture stock, notes or other loan instruments (whether secured or unsecured) of any corporation wherever situated or incorporated and payable or repayable in any currency and whether bearing interest or not;

(b) the acquisition by original subscription or by purchase or otherwise of the shares or stocks (whether ordinary, preferred, deferred, redeemable or otherwise and whether partly or fully paid or having any liability thereon) of any corporation wherever situated or incorporated and expressed in any currency;

(c) the purchase of (or at interest upon the security of) shares, stocks, plans, securities, warrants, land or other investment or property of any nature and wherever situated, whether income producing or not and whether fully or partly paid up or involving liabilities or not;

(d) the making of loans upon personal credit with or without security as the Trustee thinks fit;

(e) the acquisition by original subscription or by purchase or otherwise of interests or rights (whether partly paid or not and whether having liability thereon or not) in corporations not having a share capital, wherever situated or incorporated;

(f) the acquisition of securities of any country or of any state, territory or colony, whether by original subscription, purchase or otherwise;

(g) the acquisition of securities of any statutory or municipal body wherever situated and for any period, whether by original subscription, purchase or otherwise;

(h) the acquisition by original agreement or by purchase or otherwise of options and rights to take up:

(i) shares or stock (whether ordinary, preferred, deferred, redeemable or otherwise and whether partly or fully paid or having any liability thereon) of any corporation wherever situated or incorporated; or

(ii) interests or rights (whether having liability thereon or not) in corporations not having a share capital, wherever situated or incorporated;

22


(i) the acquisition of units or sub-units of any unit trust, whether by original subscription, purchase or otherwise;

(j) the acquisition by any means of land or any interest in land of any tenure, improved or unimproved, and wherever situated;

(k) loans to any person or deposited with any person, with or without security and for any period;

(l) deposits with any Authorised Deposit-taking Institution for any period;

(m) any investment in the erection of buildings or structures or the making of improvements on land with any tenure, improved or unimproved, and wherever situated;

(n) any Policy or Annuity with an Insurer and any chose in action, interest for life or any lesser term or any reversion, whether as original Policy holder or by assignment; and

(o) any other investments which the Trustee considers appropriate and which satisfy the Superannuation Law,

with full power to vary, replace, or otherwise deal with investments as fully and effectively as a person absolutely and beneficially entitled dealing with their own property may do so.

10.3 Choice of investment strategies

(a) The Trustee may:

(i) formulate a number of different investment strategies for the investment of the Plan’s assets, each having different investment objectives;

(ii) allocate the Plan’s assets to different investment strategies;

(iii) invite Members (and applicants for membership) to nominate an investment strategy or combination of investment strategies for the investment of any part of the Member’s benefit entitlement to which earnings are credited or debited as appropriate;

(iv) decide:

(A) when, how and in what manner Members may change their nominations;

(B) the minimum amount which may be invested in an investment strategy;

(C) the part of Members’ benefit entitlements in relation to which Members may make a nomination;

(D) any other matters which the Trustee considers appropriate,

and may make different determinations applicable to different groups of Members;

23


(v) from time to time change the investment objectives of the investment strategies, and the assets of the Plan which comprise the investment strategies.

(b) Where the Trustee has formulated different investment strategies:

(i) any Member may nominate, or change a nomination of an investment strategy or combination of investment strategies only under the terms of the invitation issued by the Trustee as applicable to that Member;

(ii) the Trustee must determine a separate earning rate for each investment strategy; and

(iii) the earning rate, or earning rates in respect of each Member to be credited in respect of a Member, in relation to the applicable part of the Member’s benefit entitlement, is the earning rate (whether interim or final as the circumstances may require) for the investment strategy (or investment strategies) applicable to that Member.

10.4 Investment restrictions

(a) The Trustee must not invest moneys of the Plan unless the Trustee and the other party to the transaction are dealing with each other at arms length in respect of the transaction.

(b) The Trustee must take all reasonable steps to ensure that the percentage of the Plan’s assets which are in-house assets as defined in section 71 of the SIS Act complies with Part 8 of the SIS Act.

10.5 Appointment of Investment Manager

(a) The Trustee may from time to time appoint an Investment Manager to manage the investments of the Plan or any of them.

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

(i) the appointment is in writing;

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

(iii) the agreement appointing the Investment Manager contains adequate provision to enable the Trustee to require the Investment Manager from time to time:

(A) to provide appropriate information as to the making of, and return on, the investments under management; and

(B) to provide such information as is necessary to enable the Trustee to assess the capability of the Investment Manager to manage the investments under management;

(iv) no provision of the agreement appointing the investment Manager exempts the Investment Manager from liability for negligence or limits that liability.

24


(c) The Trustee may delegate to an Investment Manager the whole or any part of the Trustee’s powers, discretions and authorities relating to the custody and investment, selling, receiving, variation and transposal of assets of the Plan.

(d) Any powers, discretions and authorities delegated under clause 10.5(c) may be delegated for exercise by the Investment Manager alone or jointly with the Trustee, but in any case must be exercised by the Investment Manager on behalf of and at all times under the control of the Trustee.

11. TRUSTEE POWERS GENERALLY

11.1 General powers

Subject to the Superannuation Law and without prejudice to the powers vested in the Trustee by this document or otherwise, the Trustee may:

(a) institute, conduct, defend, compound or abandon any legal proceedings by or against the Plan or the Trustee or otherwise about the affairs of the Plan;

(b) compound and allow time for payment or satisfaction of any debts due or of any claims or demands by or against the Plan;

(c) commence, carry on and defend legal proceedings to recover damages against any person arising out of any loss suffered by any Member, former Member or Beneficiary as a result of any negligence, default, remission, breach of duty or breach of the terms of this document;

(d) carry on a business;

(e) refer any claims or demands by or against the Plan to arbitration and observe and perform any awards arising from that arbitration;

(f) make and give receipts, releases and other discharges for money payable to the Plan and for the claims and demands of the Plan;

(g) open bank accounts and retain on current or deposit account at any bank any moneys as it considers proper and make procedures for the operation of those accounts including the signing and endorsing of cheques;

(h) enter into a leasing arrangement with any person, including:

(i) a finance lease;

(ii) an operating lease; or

(iii) a hire-purchase agreement;

(i) decide who may sign receipts, acceptances, endorsements, releases, contracts and documents on the Plan’s behalf;

(j) pay Benefits out of the Plan to a Member or a Dependant;

(k) decide who are Dependants for the purposes of this document;

(l) in case of the mental or physical ill health or incapacity of any person entitled to Benefits, pay or apply those Benefits or any part thereof at the Trustee’s discretion to or for the benefit of any person and the Dependants of that person or any of

25


them as the case may be without being responsible for seeing to the application of payments;

(m) indemnify or undertake to indemnify any person, company, government or institution in respect of any claims, matters or things relating to the Plan or to the rights of Members, former Members or Beneficiaries in respect of the Plan to the extent that indemnity is not limited by or contrary to the Superannuation Law;

(n) pay and advance out of the Plan all costs, expenses and outgoings (including Taxation) of and incidental to the management and administration of the Plan;

(o) pay and advance out of the Plan the professional fees (if any) in respect of the provision of its services as Trustee of the Plan;

(p) take and act upon the opinion of any legal practitioner, whether about the interpretation of this document or any other document or statute or the administration of the trusts declared, without being liable to any Member or Dependants for any act done under that opinion;

(q) insure and keep insured as it sees fit:

(i) any liability of the Trustee (or, where the Trustee is a Constitutional Corporation, any of its Directors or officers); or

(ii) the liability of the Plan to indemnify and reimburse the Trustee (or, where the Trustee is a Constitutional Corporation, any of its Directors or officers);

(r) insure or re-insure any risks, contingencies or liabilities of the Plan with any Insurer, mortgage insurance company or re-insurance company;

(s) provide a full or partial release to any person in respect of matters that have arisen or may arise in respect of the Plan;

(t) purchase an Annuity from an Insurer to provide all or a part of the Pension payable in respect of a Member or former Member, in the name of the Trustee or of the Member or former Member;

(u) enter into any agreement, provide any notice, make any election or undertake any other action (whether revocable or irrevocable) which would or may have the effect of committing the Trustee to conduct the Plan at all times as a Complying Superannuation Fund;

(v) seek modifications of or exemptions from the application of the Superannuation Law to the Plan;

(w) accept Contributions and any Shortfall Component from any person authorised to make Contributions or pay the Shortfall Component under this document or the Superannuation Law;

(x) accept from the trustee of any other trust (including for the avoidance of doubt from the Trustee in its capacity as trustee of any other trust) in the absolute discretion of the Trustee transfers or dispositions of any real or personal property subject to the trust declared in this Plan;

(y) pay the costs and disbursements incurred in the establishment or termination of the Plan;

26


(z) costs and disbursements incurred in amending this document; and

(aa) borrow money, or maintain a borrowing of money, and secure the repayment of it in a manner and upon terms (including with or without security) that the Trustee decides.

11.2 Discretion of Trustee

Subject to any exceptions in the Superannuation Law, despite any other provision in this document no discretion under the rules of this Plan can be exercised by a person other than the Trustee.

12. APPOINTMENT AND REMOVAL OF OTHER PERSONS

12.1 Appointment

The Trustee may appoint in writing one or more persons, as appropriate, as:

(a) Investment Manager, who has powers, discretions and authority relating to the purchase, sale, management, investment, administration, valuation, retention and transposition of that part of the Plan entrusted to the Investment Manager;

(b) Actuary, who must be a Fellow of the Institute of Actuaries of Australia or a firm or company of actuaries of which at least one member or director (as the case requires) is a Fellow;

(c) Administration Manager, who may carry out some or all of the administration of the Plan;

(d) Auditor, who is appropriately qualified and is independent according to any criteria specified in the Superannuation Law;

(e) Custodian, who has powers, discretions and authorities relating to the custody of:

(i) title documents and any other documents of any nature; or

(ii) any part of the assets of the Plan,

unless that person is prohibited from acting under the Superannuation Law; and

(f) other consultants and officers desirable for the proper management and administration of the Plan.

12.2 Removal

The Trustee may remove from office any person or company appointed to any position under clause 12 and must remove that person or company if required by the Superannuation Law.

13. THE PLAN

13.1 Composition of Plan

The Plan comprises:

(a) Contributions to the Plan made by Members and Employers;

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(b) any other moneys, assets or other property paid or transferred to or otherwise acquired by the Trustee for the purposes of the Plan, including investment earnings and the proceeds of any sale of assets.

13.2 Plan held on trust

The Trustee holds the Plan on the trusts provided in this document and must deal with the Plan as required by this document.

13.3 Merger of funds

The Trustee may arrange for the Plan to be merged with any other trust established for the purpose of providing superannuation or similar benefits so that the Plan and the other trust become one trust fund, and in that regard only the Trustee is not bound to keep the Plan entirely separate and distinct from other trust funds.

13.4 Members’ rights to Benefits

Until a Member becomes entitled to a benefit from the Plan as required by this document, the Member’s right to receive a benefit from the Plan is contingent on the Member satisfying the conditions set out in this document on which a benefit becomes payable.

13.5 Members not entitled to assets

No part of the Plan is subject to the direction or control of any Member and nothing in this document entitles any Member to any specific assets of the Plan. The Trustee must decide which of the Plan’s assets are applied to provide funds for any amount payable from the Plan as a benefit or as an expense.

13.6 Segregation of pension assets

Where the Plan has a liability to pay a Pension or Annuity to any Member or to any Dependant of a Member or to any person who is entitled to a Pension or Annuity under this document, the Trustee may segregate such of the assets of the Plan as it decides from time to time as being held in respect of the aggregate liability of the Plan for all such Pensions or Annuities.

14. RECORDS, REPORTS AND AUDIT

14.1 Trustee obligations

The Trustee must:

(a) keep accounts and issue receipts for all money and other assets received into and disbursed from the Plan and of all dealings in connection with that money or those assets;

(b) collect and promptly pay all moneys due to or received on behalf of the Plan:

(i) to the credit of an account in the name of the Plan kept with a bank, building society, or other financial institution; or

(ii) into a trust account of a solicitor, accountant, investment manager or administration manager;

(c) pay any premiums to Insurers as required to maintain any Policies or Annuities;

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(d) safely retain all records, books, accounts, minutes, reports and other documents for any period required by the Superannuation Law;

(e) prepare and lodge all documents required by the Superannuation Law;

(f) ensure the Plan is audited at the end of each Annual Review Date or at any other time required by the Superannuation Law and ensure that the Auditor provides any certificates required by the Statutory Authority under the Superannuation Law;

(g) once each Annual Review Date, report on the affairs of the Plan to the Members in the form required by the Superannuation Law;

(h) produce any books or information relating to the Plan and make suitable arrangements for access to premises where the books or information are kept for the purposes of inspection under the Superannuation Law; and

(i) record against a Member’s Benefit or Benefit Entitlement, a Payment Flag that has been validly served on the Trustee under the Superannuation Law until it is validly lifted.

14.2 Provision of information

The Trustee must give:

(a) Employers;

(b) the Statutory Authority;

(c) the Actuary;

(d) the Auditor;

(e) Members;

(f) a court; and

(g) any other persons specified in the Superannuation Law,

any information or documents required by the Superannuation Law.

14.3 Information and documents for Tribunal or court

The Trustee must do all things necessary to comply with its obligations to the Tribunal under the Superannuation (Resolution of Complaints) Act 1993 (Cth) or to a court.

14.4 Directions of Statutory Authority

The Trustee must comply with any direction or requirement of the Statutory Authority, Tribunal or a court in relation to the Plan, including the acceptance of Contributions, the disposal of assets of the Plan, the appointment of an investigator to the Plan and the conduct of an investigation into the Plan.

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15. CONTRIBUTIONS AND MEMBERSHIP

15.1 Eligibility and application

An Employee who is eligible under the Rules to apply for membership of the Plan may apply for membership in any form prescribed by the Trustee.

15.2 Admission to membership

(a) On receipt of a completed application the Trustee:

(i) may accept or reject the application without giving any reason;

(ii) must reject the application unless the applicant is an Eligible Person.

(b) An Employee becomes a Member on the date of acceptance by the Trustee of the Member’s application or Contribution or on such other date specified by the Trustee. The date specified must not be a date before the date on which the Employee’s Employment commenced.

(c) If the Employer specifies that an Employee’s membership is to commence on a date before the acceptance of the Employee’s application, the Employee is on acceptance of the application deemed for the purposes of this document to have become a Member on the date specified by the Employer.

(d) The Trustee may at the request of an Employer admit an Employee as a Member without having received an application for membership from that Employee. The Trustee and the Employer may agree to impose special terms, conditions and restrictions on the membership of an Employee who has been admitted as a Member without completing an application, including (but not limited to) restrictions on Contributions to be paid for the Member and restrictions on benefits payable from the Plan in respect of the Member.

(e) Subject to the Superannuation Law, the Trustee may deem an Employee to be admitted as a Member upon receipt of a Contribution from or on behalf of the Employee, in which case the provisions of clause 15.2(d) otherwise apply as if the Trustee had exercised its discretion under that clause to admit the Employee as a Member.

15.3 Admission of Non-Employee Members

(a) Any Eligible Person who is not an Employee is eligible to become a Member if that Eligible Person:

(i) is nominated by, or has an entitlement under a Payment Split in respect of, a Member who is or was an Employee;

(ii) is a person for whom Contributions may be accepted by the trustee of a Complying Superannuation Fund which is not a public offer superannuation fund as defined in the SIS Act;

(iii) applies for membership in any form prescribed by the Trustee; and

(iv) provides such information and evidence, signs such documents, undergoes such medical examinations and tests, and generally satisfies such

30


standards and requirements, as the Trustee may consider necessary or desirable.

(b) The Trustee may decide the terms on which a person who is not an Employee may be admitted to membership.

(c) An Eligible Person other than an Employee becomes a Member on a date decided by the Trustee.

(d) Where a person admitted as a Non-Employee Member later becomes an Employee, the Trustee may make arrangements with the Member and the Member’s Employer for the provision of benefits for the Member on the terms of these Rules applicable to Employees.

16. CONTRIBUTIONS TO THE PLAN

16.1 Eligibility to make Contributions

Subject to the consent of the Trustee and clause 17, Contributions to the Plan may be made by a Member, an Employer or any other Permitted Entity.

16.2 Guarantee Act

Where the Trustee accepts Contributions under the Guarantee Act, the Trustee must give all certificates, reports and other information required by the Guarantee Act.

17. GENERAL PROVISIONS ABOUT CONTRIBUTIONS

17.1 Form of Contribution

Subject to the Trustee’s approval, a Contribution may be made either in cash or by transfer of an asset or assets if:

(a) the assets transferred are Authorised Investments;

(b) the assets are transferred as specified in the Superannuation Law; and

(c) the acquisition of the assets is not prohibited by the Superannuation Law.

17.2 Obligations to contribute

Subject to the Superannuation Law and clause 26:

(a) in the absence of any agreement to the contrary, no Member, Employer or Permitted Entity is under an obligation to make a Contribution to the Plan in respect of any Annual Review Date; and

(b) a Member may remain a Member of the Plan even if no Contributions are made in respect of that Member for any Annual Review Date.

17.3 Limitation on accepting Contributions

The Trustee must refuse to accept Contributions to the Plan by or in respect of a Member if the Plan is not authorised by the Superannuation Law to accept Contributions made on the Member’s behalf.

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17.4 Limit on Contributions

The Trustee must refuse to accept any Contributions or Shortfall Component if:

(a) under the Superannuation Law the Contributions are not otherwise authorised to be made, or are in excess of the amount of Contributions that can be made, on the Member’s behalf;

(b) acceptance of the Contribution or Shortfall Component would prevent the Plan from qualifying as a Complying Superannuation Fund; or

(c) the Statutory Authority directs the Trustee not to accept any Contributions by an Employer or any Shortfall Component under the Superannuation Law.

17.5 Ineligible Contributions

If any Contribution or Shortfall Component is accepted by the Plan in breach of the Superannuation Law, the Trustee must refund the Contribution or Shortfall Component as required by the Superannuation Law, less any:

(a) Taxation payable, or which the Member has validly authorised the Trustee to pay, to the Statutory Authority;

(b) charge which an Insurer may have made in respect of any extra cover which it has provided in relation to that Contribution or Shortfall Component; and

(c) reasonable administration charges,

and the Trustee must debit the Member’s Account accordingly.

17.6 Contributions splitting

(a) This clause does not apply to a Benefit:

(i) that is subject to a Payment Split; or

(ii) on which a Payment Flag is operating.

(b) An Applicant may, in a Financial Year, apply to the Trustee in writing in the form (if any) required by the Trustee, to rollover or transfer out of the Plan or Allot for the benefit of the Applicant’s Spouse an amount of the Applicant’s Benefits equal to an amount of the Splittable Contributions made by, for, or on behalf of the Applicant in:

(i) the previous Financial Year; or

(ii) the Financial Year in which the application is made if the entire Benefit of the Applicant is to be rolled over or transferred in that Financial Year.

(c) Subject to the SIS Regulations, an application under clause 17.6(b) is invalid:

(i) if in the Financial Year in which it is made:

(A) the Applicant has already made an application; and

(B) the Trustee is considering or has given effect to the application; or

32


(ii) if the amount of any Benefits to which the application relates exceeds the Maximum Splittable Amount; or

(iii) subject to clause 17.6(d), if the Applicant’s Spouse:

(A) is aged 65 years or more; or

(B) is aged between the relevant Preservation Age and 65 years and considers themself to be permanently retired.

(d) An application is not invalid under clause 17.6(c)(iii) if the application includes a statement by the Applicant’s Spouse that the Spouse is aged:

(i) between the relevant Preservation Age and 65 years but does not consider themself to be permanently retired; or

(ii) less than the relevant Preservation Age.

(e) The Applicant must specify, in the application, the amount from their:

(i) Taxed Splittable Contributions; or

(ii) Untaxed Splittable Contributions; or

(iii) both,

that the Applicant seeks to split for the benefit of their Spouse.

(f) The Trustee may at its discretion accept an application made under clause 17.6(b) if:

(i) the application complies with clauses 17.6(b) and (e); and

(ii) the Trustee has no reason to believe that the statement referred to in clause 17.6(d) is untrue; and

(iii) the amount to which the application relates does not exceed the Maximum Splittable Amount for the relevant Financial Year.

(g) Where the Trustee accepts an application under this clause, the Trustee must as soon as practicable, and in any case within 90 days after receiving the application, rollover or transfer to an Approved Benefit Arrangement or Allot the amount of the Splittable Contribution that is the subject of the application for the benefit of the Applicant’s Spouse.

(h) Before the Trustee Allots any amount under clause 17.6(g) for the benefit of the Spouse, the Spouse must either:

(i) be a Member; or

(ii) apply to become and be accepted as a Member.

(i) If an Applicant requests a split of their Untaxed Splittable Contributions, the Trustee can only give effect to the application where the amount specified in the application is less than or equal to the Non-Concessional Contributions that would form part of any Superannuation Lump Sum that would be payable if the Applicant withdrew their entire Benefits at the time the Trustee gave effect to the application.

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(j) If an Applicant requests a split of their Taxed Splittable Contributions, the Trustee can only give effect to the application where the amount specified in the application is less than or equal to the post-June 1983 component that would form part of any Superannuation Lump Sum that would be payable if the Applicant withdrew their entire Benefits at the time the Trustee gave effect to the application.

17.7 Additional contributions

If either or both clauses 26.2(a) or (b) apply to any Employer, the Trustee must consult the Actuary and advise the Employer of the Actuary’s recommended course of action. The Employer must implement the Actuary’s recommended course of action on or before the time when further Contributions are due.

17.8 Consequences for failing to make additional contributions

(a) The Trustee must after considering the advice of the Actuary calculate the level of benefits to which Members will be entitled on the basis of any Employer failing to make additional contributions in accordance with clause 17.7.

(b) Subject to clause 28, any adjustment in the level of benefits must apply only to benefits accruing after the date of an Employer’s failure to make additional contributions and must not reduce the amount of any Member’s Interest in the Plan accrued to that date.

18. MEMBERSHIP NOTIFICATION REQUIREMENTS

18.1 Product disclosure statements

The Trustee must give all new Members a Disclosure Document containing information and details of the Plan as required by the Superannuation Law.

18.2 Disclosure and reporting requirements

The Trustee must annually give Members, former Members and Beneficiaries any written information and copies of accounts, records and documents of the Plan required by the Superannuation Law.

18.3 Former Member notices

(a) The Trustee must give former Members or their Legal Personal Representatives a written statement containing information and details about the Benefits of the former Member as required by the Superannuation Law.

(b) Other than as set out in this clause, no Member or Dependant of a Member may obtain information about the operation or the conduct of the Plan which, in the opinion of the Trustee, it is inappropriate to disclose.

18.4 Inspection of this document and other documents

(a) A copy of this document and any other documents required by the Superannuation Law must be made available for inspection by any Member or Beneficiary on the request of that Member or Beneficiary.

(b) Unless otherwise required by the Superannuation Law, it is sufficient for this clause to make a copy of this document and the documents available to the Member or

34


the Beneficiary for inspection at the office of the Trustee during hours when the office or business is open.

18.5 Meetings and Members

The Trustee must notify the Members from time to time of the manner, time and place in which meetings of the Members of the Plan held under the Superannuation Law and for the purposes of this document are to be called and conducted.

18.6 Cessation of Membership

A person ceases to be a Member of the Plan on the later of the following:

(a) on the earlier of the following:

(i) on payment or transfer of the full amount of the Benefit to which the Member is entitled under the Rules; and

(ii) when the total balance of all the Member’s Accounts of the Member is equal to or less than nil,

(b) on the date on which the Member ceases to have an Interest in the Plan or any other entitlement in the Plan (including, but not limited to, an entitlement to proceeds of any Policy).

For the avoidance of doubt, the provisions of this clause 18.6 do not apply to a Member admitted to Membership under clause 15 until the time when no Contribution is payable by the Employer for the Member for the period following commencement of the Member’s Employment.

19. ADMISSION AND RELEASE OF ASSOCIATED EMPLOYERS

19.1 Admission of Associated Employer

(a) The Trustee may admit to the Plan as an Associated Employer any employer which has made application to the Plan for the purpose of making Contributions to the Plan for the benefit of such of its Employees as are eligible for membership of the Plan under the terms of this document.

(b) An Associated Employer’s participation in the Plan is subject to any special terms prescribed by the Trustee.

19.2 Release of Associated Employer

(a) The participation in the Plan of an Associated Employer may be terminated:

(i) by at least one month’s notice in writing by the Associated Employer to the Trustee;

(ii) by at least one month’s notice in writing to the Associated Employer by the Trustee.

(b) Where an Associated Employer’s participation in the Plan ends, the Trustee may:

(i) retain in the Plan the Interest in the Plan of Members employed by that Associated Employer as a balance in an accumulation account established for each Member; or

35


(ii) with the written consent of those Members transfer their Interest in the Plan to one or more Complying Superannuation Funds nominated by the Employer or selected by the Trustee.

(c) The Trustee must credit or debit (as appropriate) an accumulation account established for a Member under clause 19.2(b)(i) on a compounding basis earnings declared by the Trustee for each Review Period or part of a Review Period from the date of termination of the Associated Employer’s participation to the date on which the balance of the accumulation account under the Superannuation Law:

(i) becomes payable to the Member as a benefit under the Rules; or

(ii) is transferred or rolled over to a Complying Superannuation Fund, Approved Deposit Fund or Deferred Annuity under clause 22.

(d) For the purposes of any transfer under clause 19.2(b) the Trustee must certify as to the amounts transferred on behalf of a Member which, in the opinion of the Trustee, are:

(i) Preserved Benefits;

(ii) Non-Concessional Contributions by the Member;

(iii) attributable to Contributions by the Member; and

(iv) attributable to Contributions by the Employer.

20. POWERS OF EMPLOYER NOT AFFECTED

20.1 Employer’s rights preserved

Nothing in the document affects, prejudices or alters in any way the powers of an Employer with regard to the dismissal or remuneration of or any dealings with any of its Employees.

20.2 Employer not liable

Nothing in this document renders an Employer liable or responsible for anything in respect of this document which may be done or omitted by the Employer or any of its employees or any other person.

20.3 Benefit not to increase damages claim

Any benefit to which any Member or other person may be or may claim to be entitled under this document can not be used or alleged in any claim for damages or as a ground for increasing damages in any action or claim by that Member or other person or by anyone claiming through them against an Employer.

21. AMENDMENT OF DOCUMENT

21.1 Power of amendment

(a) Subject to clauses 21.1(b), 21.1(c) and 21.1(d) and the Superannuation Law, the Trustee with the consent in writing of the Principal Employer may at any time by resolution or by written instrument amend, alter, vary, modify or delete any

36


provisions of this document with immediate, prospective or, to the extent allowed by the Superannuation Law, with retrospective effect.

(b) No reduction of the accrued Benefit of a Member may be made without that Member’s written consent, except to the extent permitted in the Superannuation Law.

(c) Impose any increase in liability on an Employer or Member to contribute to the Plan without the consent of the Employer or Member.

(d) No amendment may be made under clause 21.1(a) that would allow a person other than a Constitutional Corporation to be eligible to be appointed as a Trustee unless the governing rules provide, and will continue to provide after the amendment, that the Plan has as its sole or primary purpose the provision of old-age pensions.

21.2 Statutory benefit scheme

If:

(a) during the continuance of the Plan any government or other scheme for the provision of superannuation, retiring allowances, pensions or any other benefits similar to a benefit provided by the Plan for Members or their Dependants is introduced or improved; or

(b) an order is made by any court or an industrial agreement is reached between an Employer and any industrial association, trade union, co-operative or any other similar body representing some or all of the Members whereby a payment in the nature of a superannuation benefit, retiring allowance, pension or benefit similar to any benefit provided by the Plan is to be paid to a Member by an Employer or an Employer is ordered or agrees to contribute either directly or indirectly to any other fund providing such benefits for a Member whether or not that other fund is a Complying Superannuation Fund; or

(c) an Employer elects to contribute to another fund providing superannuation, retiring allowances, pensions or other benefits for a Member similar to those provided by the Plan, whether or not that other fund is a Complying Superannuation Fund,

the Principal Employer may at any time afterwards give written notice to the Trustee that the Contributions payable by the Employers are to be reduced by the amounts which the Employers are to contribute under the government or other scheme or under the order or agreement or under the election or by the equivalent of such amounts as certified in writing by an actuary, and the Trustee may adjust the benefits to which each such Member is entitled to the extent that such an adjustment is not prohibited by the Superannuation Law.

21.3 Notification of amendments

The Trustee must give to a Member, within the Prescribed Period, the information required by the Superannuation Law about the changes effected by an amendment to this document.

22. TRANSFER OF SERVICE FROM ONE EMPLOYER TO ANOTHER

A Member who transfers from Employment with an Employer to Employment with another Employer remains a Member, and the transfer of the Member’s Employment is not, unless

37


the Trustee decides otherwise, deemed to be termination of the Member’s Employment for the purposes of this document.

23. TRANSFERS FROM AND TO APPROVED BENEFIT ARRANGEMENTS

23.1 Transfers from Approved Benefit Arrangements

(a) Subject to clause 23.1(b), the Trustee may make any arrangements it thinks fit with:

(i) any Member;

(ii) previous employer of the Member;

(iii) any life insurance company or registered organisation which has issued a policy of insurance in respect of the Member or which is or was paying an Annuity to the Member; or

(iv) the trustee of any Approved Benefit Arrangement,

to transfer any assets to the Plan and may make arrangements about any other matter which, at the option of the Trustee, is incidental to or consequent upon the admission of a person to Membership of the Plan.

(b) If an Approved Benefit Arrangement from which assets are transferred under clause 23.1(a) is one in which the payment of Benefits is otherwise required by the Superannuation Law to be deferred until the attainment of a particular age or the occurrence of a specified event, then the Member is not entitled to receive from the Plan any part of that Benefit that is attributable to those assets at a date earlier than that on which the Member would have been entitled to receive the same from that Approved Benefit Arrangement.

(c) The Trustee must hold all amounts transferred under clause 23.1(a) as part of the Plan and reflect equivalent rights, entitlements and interests in the particular Member’s Accumulation Account or Pension Account as existed in the other Approved Benefit Arrangement and, if the Trustee so decides, the Member is deemed to have become a Member of the Plan on the date the Member became a member of the Approved Benefit Arrangement from which the Benefit was transferred.

23.2 Member’s consent to transfer in

The Trustee must not give effect to an arrangement made with a person referred to in clause 23.1(a) in relation to the transfer or rollover to the Plan of an entitlement or benefit payable in respect of the Member, unless it is satisfied that the Member gave written consent to the transfer or rollover of the entitlement or benefit or that the Member’s written consent is not required under the Superannuation Law.

23.3 Value of transfer

Subject to any arrangement made under clause 23.1, the Trustee must decide the value of any payment, assignment or transfer of assets for the benefit of the Member and record the value so decided to provide additional benefits for that Member on a basis agreed between the Member, the Employer and the Trustee.

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23.4 Transfers to Approved Benefit Arrangements

The Trustee may:

(a) if requested by the Member or a Member’s Employer, in lieu of part or all of any other Benefit to which the Member may be entitled under this document, transfer to the Trustee of an Approved Benefit Arrangement that portion of the assets of the Plan as the Trustee decides, not exceeding the amount the Trustee considers equivalent in value to the Benefit being provided to the Member to the extent that it has accrued;

(b) transfer a Benefit which has become payable to a Member to an Approved Benefit Arrangement selected by the Trustee where a Member has not given instructions to the Trustee on the payment or transfer of the Benefit within a reasonable period of the Benefit first becoming payable;

(c) transfer some or all of any amount which is the subject of an application by a Member under clause 17.6 that has been accepted by the Trustee to the trustee of an Approved Benefit Arrangement; and

(d) transfer any other asset or amount in the Plan that it approves including any reserves, surplus or unallocated amounts in the Plan to another account or reserve in the Plan or to another Approved Benefit Arrangement.

23.5 Rollovers

(a) The Trustee may, upon receiving a written request from a Member to:

(i) pay all or any of the Benefit of the Member in the Plan to any Approved Benefit Arrangement or into the Plan in a manner permitted by the Superannuation Law;

(ii) rollover an amount which is the subject of an application by the Member under clause 17.6 that has been accepted by the Trustee to the trustee of an Approved Benefit Arrangement; or

(iii) retain or apply all or any of the Benefit of the Member within the Plan in a manner permitted by the Superannuation Law,

pay, apply or retain the Benefit as specified in that election or application.

(b) The receipt of the transferred or rolled over Benefit by the proper officer of the Approved Benefit Arrangement is a complete discharge to the Trustee of all liabilities in respect of the transferred amount and the Trustee has no responsibility to see to the application of the transferred or rolled over Benefit.

(c) Upon the completion of a payment in respect of a Member under this clause all the rights and interest of that Member under this document (and all the rights and interest of any person otherwise entitled to claim in respect of the Member or on the occurrence of any event or circumstances affecting the Member) in respect of the amount paid are entirely extinguished.

23.6 Condition of rollover

Where the Trustee accepts a rollover into the Plan of the Benefits under clause 23.1, those Benefits must be maintained and are only payable:

39


(a) as specified in this document; or

(b) as permitted by the Superannuation Law.

23.7 Successor fund transfers

Subject to clause 23.8, the Trustee may transfer the whole or part of a Member’s Benefit to an Approved Benefit Arrangement without the request or consent of the Member where the Approved Benefit Arrangement is a successor fund within the meaning of the Superannuation Law. The Trustee may transfer the Member’s Benefit to that Approved Benefit Arrangement whether or not the Member is at the time of the transfer a participant in that Approved Benefit Arrangement.

23.8 Eligible Rollover Funds

The Trustee may if permitted by the Superannuation Law, and must if required by the Superannuation Law, transfer a Member’s Benefit to an Eligible Rollover Fund and must give any information to the trustee of the Eligible Rollover Fund at the times and in the manner required by the Superannuation Law.

23.9 Trustee to protect preservation on rollover

Where a Member or former Member has a Preserved Payment Benefit in the Plan which forms part of the amount to be transferred or rolled over to an Approved Benefit Arrangement, the Trustee must ensure that the governing rules of the Approved Benefit Arrangement provide that the amount of the Preserved Payment Benefit must be preserved and vested as required by the Superannuation Law.

23.10 Member’s consent to transfer out

(a) The Trustee must not pay any amount under this clause at the request of a Member’s Employer unless:

(i) the Trustee has received the Member’s written consent to the payment; or

(ii) the Member’s written consent is not required under the Superannuation Law.

(b) The Trustee may at any time transfer or rollover the amount of the benefit which has accrued for a Non-Employee Member or part of the benefit:

(i) with the Member’s written consent; or

(ii) as otherwise permitted under the Superannuation Law.

23.11 Expense of transfer

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.

23.12 Receipt sufficient discharge

The receipt of the trustee or administrator of the Complying Superannuation Fund, Approved Benefit Arrangement or the life insurance company or registered organisation to which an amount has been paid under this clause is a sufficient discharge to the Trustee,

40


and neither the Trustee nor the Employer is in any way responsible or liable for the payment or disposal of the amount paid.

23.13 Transfer on disposal of Employer’s operations

(a) If an Employer enters into an arrangement to sell or otherwise transfer any part of its operations and under this arrangement any Member ceases to be in Employment and enters the employment of an employer which does not contribute to the Plan (‘Non Participating Employee’), the Trustee may:

(i) with the Member’s consent, pay to a Complying Superannuation Fund maintained for the benefit of employees of the Non Participating Employer for the credit of the Member an amount specified by the Employer which is at least the amount of the benefit the Member has become entitled to on cessation of Employment and at most the Member’s Interest in the Plan; or

(ii) pay the Member’s benefit as specified by this document.

(b) The Trustee may:

(i) satisfy a payment under clause 23.13(a) by transfer of any of the Plan’s assets;

(ii) make arrangements with the trustee of the Complying Superannuation Fund to which the assets are to be transferred for the payment of any expenses associated with the transfer including (but not limited to) stamp duty, brokerage fees and commission.

(c) The receipt of the trustee or administrator of a Complying Superannuation Fund to which a payment is made under clause 23.13(a) is sufficient discharge to the Trustee and the Trustee is not in any way responsible for the payment or disposal by the trustee or administrator of the amount paid.

(d) Where an amount is paid in for the credit of a Member under clause 23.13(a), the Member has no further or other entitlement to a benefit under this document.

23.14 Portability

The Trustee is, in certain circumstances, required by the Superannuation Law to make unilateral payments and transfers from the Fund. The Trustee must make those payments and transfers to the extent provided in the Superannuation Law notwithstanding anything in this document to the contrary.

24. TERMINATION OF PLAN

24.1 Terminating events

(a) The Plan will wind up on a date decided by the Trustee (‘Conclusion Date’) after the happening of any of the following events:

(i) the Principal Employer resolves to terminate the Plan; or

(ii) the Principal Employer decides to permanently cease contributing to the Plan and no other person agrees to take its place as Principal Employer; or

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(iii) an order is made or a resolution is passed to wind up the Principal Employer other than for the purpose of reconstruction or amalgamation and no other person agrees to take its place as Principal Employer; or

(iv) there are no Members and the Trustee resolves to terminate the Plan; or

(v) for any other reason the Trustee resolves, and the Principal Employer agrees, to terminate the Plan.

(b) The Trustee must as soon as practicable after the Conclusion Date:

(i) pay any outstanding expenses of the Plan, including expenses incurred in the winding up, and make provision for any outstanding liabilities of the Plan;

(ii) realise the assets of the Plan;

(iii) calculate each Member’s Interest in the Plan as at the Conclusion Date taking into account the realisable value of the assets of the Plan, any unallocated investment earnings and any expenses which remain outstanding.

(c) The Trustee must as soon as practicable after the matters in clause 24.1(b) have been attended to, pay each Member’s Interest in the Plan:

(i) if the Member’s Service has ended, to or as directed by the Member as a Benefit under clause 36;

(ii) otherwise, to the trustee or administrator of a Complying Superannuation Fund.

24.2 Reconstruction or acquisition of Principal Employer’s business

(a) Where:

(i) the Principal Employer is wound up for the purpose of reconstruction or amalgamation; or

(ii) another employer acquires the whole or a substantial part of the assets of the Principal Employer, or

(iii) the Principal Employer gives notice to the Trustee that it intends to cease to act as Principal Employer for the purposes of this document,

the Trustee may request the reconstructed or amalgamated or acquiring employer (if any) or any Associated Employer to assume the role of Principal Employer for the purposes of the document.

(b) An employer or Associated Employer which agrees to assume the role of Principal Employer for the purposes of the document must execute a deed agreeing to perform all the obligations of the principal employer under this document. From the date of that deed that employer or Associated Employer is the Principal Employer for the purposes of this document.

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(c) A retiring Principal Employer upon paying to the Trustee all sums owed by it to the Plan is released from all liability under this document except for any act or omission before the date of the deed by which it is replaced.

(d) If neither an Associated Employer nor the reconstructed or amalgamated or acquiring employer is willing to assume the role of principal employer, the Plan must be wound up under clause 24.1.

24.3 Trustee to work out Members’ entitlements

(a) The Trustee may pay the amount worked out under clause 24.1 as a Member’s Interest in the Plan in cash or by transfer of any of the Plan’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 an Employer or deducted from the amount transferred.

(b) The Trustee’s decisions as to any amount payable for a Member on winding up the Plan are final and conclusive. Each Member:

(i) must accept the amount calculated by the Trustee as the Member’s Interest in the Plan in full discharge of all claims in respect of the Plan;

(ii) has no further claims in respect of any rights or benefits under the document or otherwise in connection with or arising out of the Plan.

24.4 Surplus

Where after the winding up of the Plan and the calculation and payment of each Member’s Interest in the Plan under this clause 24 there remains a balance in the Plan, the Trustee may pay or apply that balance to any Employer, subject to any restrictions on distribution of surplus prescribed in the Superannuation Law, or to or for the benefit of any Members or former Members in proportions decided by the Trustee.

25. MEMBER ACCOUNTS

25.1 Accounts to be kept

The Trustee may keep such accounts as are applicable for a Member as the Trustee sees fit including:

(a) an Employer Vested Account;

(b) a Member’s Voluntary Contributions Account;

(c) a Member’s Accrued Mandated Account.

25.2 Members’ Employer Vested Accounts

(a) The Trustee will credit to a Member’s Employer Vested Account:

(i) Contributions made by the Employer for the Member which are of the type described in paragraphs (a) and (b) of the definition of ‘Vested Contribution’ in clause 2.1;

(ii) any additional Contributions made by the Employer for the Member;

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(iii) any amount paid to the Plan in cash or the value determined by the Trustee of any assets transferred to the Plan under clause 23 for the credit of the Member to the extent that the Trustee considers that amount or value should be credited to the Member’s Employer Vested Account; and

(iv) positive earnings on the balance of the Account at the rate declared by the Trustee from time to time under the Superannuation Law.

(b) The Trustee will debit to each Member’s Employer Vested Account:

(i) the taxes (if any) payable on Contributions credited to the Account;

(ii) such proportion as the Trustee decides of the expenses incurred in the administration of the Plan;

(iii) such amount as the Trustee decides for the cost of insurance premiums for the Member;

(iv) any benefit or part of a benefit paid from the Account in respect of the Member;

(v) negative earnings on the balance of the Account at the rate declared by the Trustee from time to time under the Superannuation Law; and

(vi) any amount forfeited under clause 51.

25.3 Members’ Voluntary Contributions Accounts

(a) The Trustee will credit to a Member’s Voluntary Contributions Account.

(i) where the Member is a Category SG Member or Category SP Member:

(A) voluntary Contributions made by the Member;

(B) any Contributions made for the credit of the Member by a person other than the Member or an Employer;

(ii) where the Member is a Category DB Member:

(A) voluntary Contributions made by the Member above the Standard Contribution Rate; and

(B) any Contributions made for the credit of the Member by a person other than the Member or an Employer;

(iii) any amount paid to the Plan in cash or the value determined by the Trustee of any assets transferred to the Plan under clause 23 for the credit of the Member to the extent that the Trustee considers that amount or value should be credited to the Member’s Voluntary Contributions Account; and

(iv) positive earnings on the balance of the Account at the rate declared by the Trustee from time to time under the Superannuation Law.

(b) The Trustee will debit to each Member’s Member Contributions Account:


44





(v) any amount forfeited under clause 51;

(vi) negative earnings on the balance of the Account at the rate declared by the Trustee from time to time under the Superannuation Law; and

(vii) such amount as the Member directs the Trustee to deduct and credit to another account established by the Trustee under clause 30.1 in respect of any tax payable in respect of Contributions made by or for the Member.

25.4 Members’ Accrued Mandated Account

(a) The Trustee will credit to a Member’s Accrued Mandated Account:

(i) any Contributions made by the Employer for the Member where the Member has transferred its category of membership from Category SG to Category DB after 1 July 1992 and which are of the type described in paragraphs (a) and (b) of the definition of ‘Vested Contribution’ in clause 2.1;

(ii) any amount paid to the Plan in cash or the value determined by the Trustee of any assets transferred to the Plan under clause 23 for the credit of the Member to the extent that the Trustee considers that amount or value should be credited to the Member’s Accrued Mandated Account; and

(iii) positive earnings on the balance of the Account at the rate declared by the Trustee from time to time under the Superannuation Law.

(b) The Trustee will debit to each Member’s Accrued Mandated Account:





(v) negative earnings on the balance of the Account at the rate declared by the Trustee from time to time under the Superannuation Law; and

(vi) any amount forfeited under clause 51.

25.5 Adjustment to accounting procedures

The Trustee may:

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(a) divide any one or more of the Member Accounts specified in clauses 25.2, 25.3 and 25.4 into sub-accounts;

(b) vary the items to be credited or debited to Member Accounts, despite clauses 25.2, 25.3 and 25.4.

25.6 Declared rates of earning

The Trustee must at least once in each year determine an earning rate or earning rates of the Plan. An earning rate:

(a) may be positive or negative;

(b) will be determined having regard to:

(i) the net variation in the value of the Plan since the last determination of the earning rate or earning rates;

(ii) the extent to which the variation in the value of the Plan is attributable to the investment strategy to which the earning rate applies;

(iii) any relevant requirements of the Superannuation Law;

(iv) such other matters as the Trustee considers appropriate;

(c) may be determined in respect of any period for the purposes of the whole or any particular provision of this document;

(d) may be prospectively determined on an interim basis in respect of a particular period and for a particular purpose, and may subsequently and retrospectively be determined on a final or declared basis in respect of that period and for that purpose.

26. ACTUARIAL INVESTIGATION

26.1 Appointment of Actuary

The Trustee must instruct an Actuary to carry out an actuarial investigation of the financial condition of the Plan at the times required by the Superannuation Law and must instruct the Actuary to report on the matters prescribed in the Superannuation Law.

26.2 Action on unsatisfactory financial condition

If:

(a) an Employer fails at any time to make the level of Contributions recommended in the last Actuary’s report;

(b) the Actuary having conducted an actuarial investigation reports that the Actuary is unable to provide a funding and solvency certificate as required under the Superannuation Law, or the Actuary withdraws a funding and solvency certificate previously issued,

the Trustee must take whatever steps are required under the Superannuation Law and may consult the Actuary to determine the appropriate course of action as required in the Superannuation Law and the Employer must comply with clause 17.7.

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27. REIMBURSEMENT OF EMPLOYER’S EXPENSES

An Employer is entitled to payment of reasonable remuneration for services rendered in connection with the operation or management of the Plan, including reimbursement of expenses paid on behalf of the Plan to the extent permitted under the Superannuation Law.

28. REDUCTION, SUSPENSION OR TERMINATION OF CONTRIBUTIONS

28.1 Principal Employer may reduce, suspend or terminate Contributions

The Principal Employer or any Employer may reduce, suspend or terminate Employer Contributions to the Plan for some or all of the Members to a level which is less than the contribution rate recommended in the last Actuary’s report, on giving 3 months’ notice to the Trustee and those Members.

28.2 Reduction or suspension of Contributions

(a) Where the Principal Employer or any Employer gives notice of reduction or suspension of Employer Contributions to the Plan, the Trustee must notify any of the Members to which the suspension or reduction of Employer Contributions applies who make personal Contributions that those Members may reduce or suspend their personal Contributions.

(b) The Trustee must after considering the advice of the Actuary calculate the level of benefits to which Members will be entitled on the basis of the reduced or suspended level of Contributions.

(c) Any adjustment in the level of benefits must apply only to benefits accruing after the date of reduction or suspension of the Employer Contributions and must not reduce the amount of any Member’s Interest in the Plan accrued to that date.

(d) The Principal Employer or any Employer must not give notice of a reduction or suspension of Contributions if the reduction or suspension would prejudice the funding of any Member’s accrued benefits up to the date on which the reduction or suspension is to take effect.

28.3 Termination of Contributions

(a) Where the Principal Employer or any Employer gives notice of the termination of Employer Contributions for any of the Members, those Members must cease to make Contributions.

(b) The Trustee must after considering the advice of the Actuary calculate the level of benefits to which those Members will be entitled on the basis that Contributions made for them will cease on that date.

(c) The adjustment in the level of benefits must apply only to benefits accruing after the date of termination of Employer Contributions and must not reduce the amount of any Member’s Interest in the Plan accrued to that date.

(d) The Principal Employer or any Employer must not give notice of termination of Contributions for any Members if the termination would prejudice the funding of any Member’s accrued benefit to the date of termination.

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(e) Where the Principal Employer gives notice of termination of Contributions for all Members, clause 24 applies.

29. POLICIES OF INSURANCE

29.1 Member Policies

The Trustee may decide to effect Policies with an Insurer and may secure the Benefit of a Member by means of an individual Policy or Policies or a group Policy or Policies or partly in one and partly in another.

29.2 Member may request a specific Policy

Where a Member makes a written request to the Trustee to effect a Policy of a specified type in respect of the Member, the Trustee must effect that Policy unless:

(a) the Trustee thinks the Policy is not in the best interests of the Member or the Member’s Dependants; or

(b) the Member has in writing withdrawn, cancelled or altered the Member’s original request.

29.3 Trustee to effect Policy if required

If the Trustee has informed a Member that a Policy of a specified type will be effected in respect of the Member, the Trustee must effect the Policy unless the Member requests the Trustee in writing not to effect the Policy.

29.4 Premiums

Any premiums for a Policy may, if the Trustee considers it appropriate, be debited to an Insured Member’s Accumulation Account.

29.5 Limitation on liability of Trustee

Where a Trustee is not required to exercise the power to effect a Policy, the Trustee is not responsible or liable to a Member or a Member’s Legal Personal Representative or Dependant if the Trustee decides not to exercise the power to effect that Policy.

29.6 Group Policies

The Trustee may effect or acquire a policy of insurance which relates to more than one Member.

29.7 Members to give information

For the purposes of effecting, increasing or otherwise varying any Policy the Trustee may from time to time require any Member or any person who has applied to become a Member to:

(a) be medically examined;

(b) submit other evidence of health, habits or pastimes;

(c) provide proof of age to the satisfaction of the Insurer; or

48


(d) take such other steps as may be required by the Trustee or an Insurer for the purposes of insurance.

29.8 Adjustment of insured Benefit

If any Member:

(a) fails to undergo a medical examination reasonably required by the Trustee or the Insurer;

(b) fails to supply information satisfactory to the Insurer or the Trustee; or

(c) fails to undertake any other step which is reasonably required by the Trustee or the Insurer for the purposes of insurance,

with the result that the policy is or might be avoided or the policy proceeds or any part of the policy proceeds do not or might not become payable, the Trustee may adjust the benefits to be provided by the Plan for or in respect of that Member to reflect that result.

29.9 Reduction for Benefits not paid by Insurer

(a) Where the Insurer refuses to insure a Member’s benefit for the amount the Trustee requests or refuses to do so on terms acceptable to the Trustee as to premiums or otherwise, the Trustee may modify the level of benefits payable in respect of that Member to reflect the extent to which the level of insurance requested is not available unless the Employer agrees to pay any additional premiums required to insure the amount the Trustee requested.

(b) Where the Insurer, having insured a Member’s benefit for the amount the Trustee requests, refuses to pay any part of the amount insured on the Member becoming entitled to a benefit under this document for which the insurance was taken out, the Trustee may reduce the amount of the benefit payable to or in respect of the Member to reflect the amount the Insurer refuses to pay.

29.10 Modification of death and Total and Permanent Disablement Benefits

The Trustee may modify the benefits payable from the Plan in respect of a Member on the Member’s death or Total and Permanent Disablement if any part of the insurance covering that Member is not effected at first class rates of premium, to the extent necessary to reflect the higher premium rate.

29.11 Notification to Member

The Trustee must notify a Member of any adjustment, reduction or modification of the Member’s benefit under this clause 29.

30. PAYMENT OF TAXATION AND LEVIES

30.1 Deduction of Taxation on Benefit

The Trustee may deduct from any Benefit payable to any Member or Beneficiary under this document any Taxation required to be deducted from it.

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30.2 Taxation on Contributions and Shortfall Components

The Trustee, or (with the agreement of the Trustee) any other appropriate organisation, may deduct any Taxation payable in relation to a Contribution or Shortfall Component before the Contribution or Shortfall Component is credited to the Member’s Account.

31. TYPES OF BENEFITS

31.1 Benefit entitlement

Subject to clause 31.7, where a Member becomes entitled to a Benefit under this document and the Superannuation Law, and there are no cashing restrictions that apply to the Benefit under the Superannuation Law, the Member may elect in writing to the Trustee to be paid the Benefit in one or more of the forms permitted by the Superannuation Law, including:

(a) one or more Superannuation Lump Sums; or

(b) one or more Income Streams.

31.2 Benefit Entitlement before 1 July 2007

For the purposes of this clause where a Member was already receiving one or more of the following Pensions before 1 July 2007:

(a) an Allocated Pension and/or non-commutable Allocated Pension under SIS Regulation 1.06(4);

(b) a life expectancy pension under SIS Regulation 1.06(7);

(c) a lifetime commutable pension under SIS Regulation 1.06(6); and

(d) a Market Linked Pension under SIS Regulation 1.06(8),

that Member may continue to receive that Pension or those Pensions as permitted by the Superannuation Law.

31.3 Election

Unless the Trustee otherwise decides, an election given by a Member under clause 31.1:

(a) must be in writing and state the amount to be paid and the extent to which the amount is to be paid as any one or more types of Benefit permitted to be paid by the Superannuation Law and this document; and

(b) must be given to the Trustee before the Benefit starts to be paid to the Member, but is not binding on the Trustee.

31.4 Benefit Entitlement – with cashing restrictions

Subject to the Superannuation Law, where a Member becomes entitled to a Benefit under clauses 35 or 36 of this document, and there are cashing restrictions that apply to the Benefit under the Superannuation Law, the Trustee must pay that Benefit as specified in those cashing restrictions.

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31.5 Transfer of Policy as Benefit

Where a Member or a Beneficiary is entitled to be paid a Benefit and that Benefit includes any interest in a Policy of any kind on the life of the Member or Beneficiary, the Trustee may transfer the Policy to the Member or Beneficiary or their Dependants.

31.6 Transfer in specie as Benefit

The Trustee may, with the consent of a Member or Beneficiary to whom a Benefit is payable, transfer assets of the Plan of an equivalent value to that Member or Beneficiary in lieu of paying the whole or any part of the amount otherwise payable under this document.

31.7 Benefit Entitlement – Member aged 65 remaining in Employment

Subject to the Superannuation Law, where a Member:

(a) becomes entitled to a Benefit under clause 33.2 of this document, the Trustee may, in its absolute discretion, whilst the Member remains in Employment pay the Benefit in one or more of the forms permitted by the Superannuation Law, including:

(i) one or more Superannuation Lump Sums; or

(ii) one or more Income Streams,

(b) who is in receipt of a Benefit in a form determined by the Trustee under clause (a) ceases to be in Employment, the Member may elect in writing to the Trustee to be paid the Benefit in one or more of the forms permitted by the Superannuation Law, including:

(i) one or more Superannuation Lump Sums; or

(ii) one or more Income Streams.

32. PRESERVATION

The Trustee must Preserve the amounts of Contributions in respect of Members or Beneficiaries as required by the Superannuation Law.

33. PAYMENT OF UNRESTRICTED NON-PRESERVED AMOUNT

33.1 General

Despite any other provisions in this document which may be construed to the contrary and subject to the Superannuation Law:

(a) a Member may elect at any time to withdraw the whole or any part of the Unrestricted Non-Preserved Amount of that Member by giving notice to the Trustee in the form and manner decided by the Trustee; and

(b) the minimum Unrestricted Non-Preserved Amount which may be withdrawn by a Member under clause 33.1(a) must be worked out by the Trustee and notified to Members of the Plan.

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33.2 Member reaches age 65

(a) A Member who reaches the age of 65 years but remains in Employment may request the Trustee to pay the Member a Benefit equal to part or all of the amount the Member would have been entitled to under the Rules if the Member had Retired from Employment on the date of the request.

(b) The Trustee in its absolute discretion may, following a request by a Member under clause 33.2(a), pay a Benefit to the Member not exceeding the amount the Member would have been entitled to under the Rules if the Member had Retired from Employment on the date of the request in a form permitted by clause 31.

(c) Where the Trustee pays a Benefit under clause 33.2(b) to a Member who was a Category DB Member, the Member ceases to be a Category DB Member immediately following payment of the Benefit.

(d) Where the Trustee pays a Benefit to a Member under clause 33.2(b), the Trustee may:

(i) adjust any future Benefit payable to that Member in a manner that is reasonable having regard to the Benefit paid under clause 33.2(b), including adjustments to take account of earnings foregone as a consequence of the payment of the Benefit;

(ii) transfer the Member to another Member Category; or

(iii) terminate the Member’s membership of the Fund,

to take account of the effect of the payments under that clause.

(e) Where the Trustee terminates the Member’s membership of the Fund under clause 33.2(d)(iii), the Trustee may re-admit the Member to membership of the Fund in accordance with the provisions of clause 15. Where the Member is re-admitted to the Fund, the Trustee must disregard the Member’s membership of the Fund prior to their re-admission in calculating any entitlement of the Member following re-admission to the Fund.

33.3 Member reaches Preservation Age

(a) A Member who reaches Preservation Age may request the Trustee to pay the Member a Benefit equal to part or all of the amount the Member would have been entitled to under the Rules if the Member had Retired from Employment on the date of the request.

(b) The Trustee in its absolute discretion may, following a request by a Member under clause 33.3(a), pay a Benefit to the Member equal to the amount requested by the Member.

(c) Where cashing restrictions apply under the Superannuation Law to the Benefit payable under clause 33.3(b), the Trustee must pay that Benefit as specified in those cashing restrictions.

(d) Where the Trustee pays a Benefit to a Member under clause 33.3(b), the Trustee may:

52


(i) adjust any future Benefit payable to that Member in a manner that is reasonable having regard to the Benefit paid under clause 33.3(b), including adjustments to take account of earnings foregone as a consequence of the payment of the Benefit;

(ii) transfer the Member to another Member Category; or

(iii) terminate the Member’s membership of the Fund,

to take account of the effect of any payments made under that clause.

(e) Where the Trustee terminates the Member’s membership of the Fund under clause 33.3(d)(iii), the Trustee may re-admit the Member to membership of the Fund in accordance with the provisions of clause 15. Where the Member is re-admitted to the Fund, the Trustee must disregard the Member’s membership of the Fund prior to their re-admission in calculating any entitlement of the Member following re-admission to the Fund.

34. RETENTION OF BENEFIT IN PLAN

Where a Member or Beneficiary does not require Benefits to be paid immediately, the Trustee may retain all or any part of any Benefit in the Plan until the Member or Beneficiary entitled to the Benefit requests that the Benefit is paid to that Member or Beneficiary or until the Benefit is required to be paid under the Superannuation Law or this document.

35. COMPULSORY PAYMENT OF BENEFITS

The Trustee must pay a Member’s Benefits as soon as practicable after the occurrence of any of the following:

(a) the Member dies; or

(b) payment of the Benefit is otherwise required under this document or the Superannuation Law,

whichever occurs first.

36. VOLUNTARY PAYMENT OF BENEFITS

36.1 Receipt of Benefit

Subject to the Superannuation Law, a Member may elect to receive a Benefit on or after the occurrence of any of the following events:

(a) the Member Retires from Gainful Employment;

(b) the Member suffers Permanent Incapacity;

(c) the Member suffers Temporary Incapacity;

(d) the Member, being a temporary resident, permanently departs Australia in circumstances described in the SIS Regulations, including regulation 6.20A or 6.20B, and requests in writing the release of their Benefits;

53


(e) the Member’s Gainful Employment with an Employer who had, or any of whose associates had, at any time, contributed to the Plan in relation to the Member is terminated;

(f) the Member suffers Severe Financial Hardship;

(g) the Member reaches age 65;

(h) the Trustee decides that some or all of the Member’s Benefit may be released on Compassionate Grounds;

(i) the Member reaches Preservation Age; or

(j) any other condition of release permitted by the Superannuation Law.

36.2 Proofs

(a) Any person appearing purporting or claiming to be entitled to any benefit from the Plan must on request produce to the Trustee such evidence, do such acts and execute such documents as the Trustee reasonably requires to establish the person’s entitlement to the benefit.

(b) The Trustee when deciding questions of fact may rely on any proofs or presumptions it considers satisfactory, whether or not the proofs or presumptions relied on are strictly legal proofs or legal presumptions.

36.3 Payment before finalisation of entitlement

Where the Trustee is satisfied that a benefit is payable from the Plan in respect of a Member, it may pay such part of that benefit as it considers necessary for the relief of hardship of the Member or the Member’s Dependants before the Trustee receives the proofs required by it to establish that the benefit is payable and that the person claiming the benefit is entitled to receive it.

36.4 Time for payment

The Trustee must pay a benefit as soon as practicable after it receives all the proofs and other evidence required by the Trustee to establish the claimant’s entitlement to the benefit. If payment is made more than one month after the date on which the Trustee receives all the proofs and other evidence required by the Trustee, the Trustee may add earnings to (or where earnings have been negative, deduct earnings from) the benefit at a rate and for a period worked out by the Trustee.

36.5 Release to Trustee

Any person to whom an amount is paid or payable by the Trustee under this document must give the Trustee a receipt and release in the form required by the Trustee which is a complete discharge to the Trustee for the amount paid.

36.6 No personal claim

No Member or person claiming through the Member or on the Member’s behalf or as the Member’s Dependant may require payment of that Member’s entitlement from the Plan except as is provided in this document.

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36.7 Deferral of Benefit payment

(a) A Member may apply to the Trustee in writing to defer payment of a benefit which has become payable under the Rules. The Trustee may agree to defer payment of the benefit unless the Superannuation Law require that the benefit be paid.

(b) Where payment of a Benefit is deferred under clause 36.7(a):

(i) the Member becomes a Category SG Member;

(ii) the Trustee may:

(A) accept Contributions for that Member where the Superannuation Law permit the acceptance of the Contributions;

(B) notify the Member that no Contributions will be accepted by or for the Member; or

(C) notify the Member that the Member may make Contributions for a specified period;

(iii) the Member may at any time request payment of the benefit or part of the benefit;

(iv) the Trustee must pay the benefit or any part of the benefit at the Member’s request to the extent that it is not a Preserved Benefit;

(v) where the Member requests payment of a benefit or part of a benefit which is a Preserved Benefit, the Trustee must pay it under clause 36;

(vi) the Trustee may at any time:

(A) to the extent that the benefit is not a Preserved Benefit, pay the benefit, or so much of the benefit as remains unpaid, to the Member;

(B) to the extent that the benefit is a Preserved Benefit, require that the Member nominate a Regulated Superannuation Plan, Approved Deposit Plan or Deferred Annuity to which the benefit, or so much of the benefit as remains unpaid, is to be rolled over;

(vii) the Trustee must pay or commence to pay the benefit in full when the Superannuation Law require that the benefit be paid to the Member or the Member dies;

(viii) the amount of the benefit remaining from time to time is:

(A) credited or debited (as appropriate) with earnings on the balance of the benefit at the rate declared by the Trustee from time to time under the Superannuation Law; and

(B) debited with such proportion as the Trustee decides from time to time of the expenses incurred in the administration of the Plan.

37. LEAVE OF ABSENCE

(a) A Member on leave of absence with salary remains a Member. The Member’s obligation to contribute to the Plan (if any) and the Employer’s obligation to

55


contribute in respect of the Member continue unless the Member, the Employer and the Trustee otherwise agree, as if the Member were not on leave of absence.

(b) A Member on leave of absence without salary with the consent of the Employer remains a Member but must not continue to contribute to the Plan during the period of leave of absence except with the consent of the Employer and Trustee. The Employer may at its discretion continue to contribute in respect of the Member.

(c) The Employer and the Trustee may, where the Member is on leave of absence without salary, agree to continue any policy of death or disability insurance covering the Member and to pay the premiums from Contributions made in respect of the Member. Where the continuation of insurance is so agreed, the level of cover must be agreed between the Member, the Employer and the Trustee.

(d) Where a Member’s leave of absence without salary extends beyond 12 months or such further period (if any) as in special circumstances the Employer and the Trustee agree to allow, a benefit becomes payable to the Member on the basis that the Member’s Employment is deemed to terminate at the expiry of 12 months or the further period allowed.

(e) A Member who has been given leave of absence without pay may remain a Member, and where the Member is:

(i) a Category DB or Category CA Member:

(A) during the first 13 weeks of the period of leave of absence, the Member may elect to continue to contribute to the Plan, in which case the Employer must continue to contribute for the Member as if the Member were not on leave of absence; and

(B) for any period of leave of absence after the first 13 weeks, the Member may elect to continue to contribute to the Plan, with the agreement of the Trustee, but the Employer is not required to continue to contribute for the Member;

(ii) a Category SG or Category CA Member, Contributions will continue, cease or be adjusted under the provisions of any Industrial Agreement.

38. PENSION BENEFIT

The following provisions apply to the payment of a Pension:

(a) Where the whole or part of a Member’s Benefit is payable in the form of a Pension, the Trustee may, subject to the Superannuation Law, provide a Benefit to the Member as any one or more types of Pension permitted by the Superannuation Law.

(b) Subject to the Superannuation Law, where the whole or part of a Member’s Benefit is payable in the form of a Pension, the Trustee must provide the Pension under the governing rules of the Plan (including this document, trustee resolutions or any pension agreement).

(c) Where an instalment of a Pension is payable in respect of a Member and the amount standing to the credit of the relevant Pension Account is less than the instalment payable, the lesser amount must be paid and the Trustee’s liability in respect of the payment of the Pension is discharged.

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(d) Despite clauses 38(a), 38(b) and 38(c), where a Benefit is payable as a Pension, the Trustee may at its discretion apply an amount representing the capital value of that Benefit in the purchase of an Annuity in its name and may arrange for payments under that Annuity to be made directly to the Member. The Trustee in its discretion may assign the Annuity to the Member if requested and if permitted by the Superannuation Law.

39. STATEMENT OF UNCLAIMED BENEFITS

The Trustee must give to the Statutory Authority a statement of Unclaimed Benefits and must pay any Unclaimed Benefits to the Statutory Authority at the time and in the manner required by the Superannuation Law.

40. LIMITATION ON PAYMENT

Despite any other clauses of this document, the Trustee must not pay any Benefits if the payment would cause the Plan to breach the Superannuation Law.

41. INCREASED BENEFITS

The Trustee may at the Employer’s request increase the benefits payable to or in respect of a Member under the Rules, but must not agree to pay an increased benefit unless the Trustee is satisfied after considering the advice of the Actuary that payment of the increased benefit will not prejudice the Trustee’s capacity to pay benefits to which other Members are or may become entitled.

42. DEATH BENEFITS

42.1 Payment if Binding Death Benefit Nomination

If a Member makes a Binding Death Benefit Nomination that at the date of death is valid under clause 43.2, any Benefit payable on or following the death of the Member must be paid by the Trustee as required by that Binding Death Benefit Nomination.

42.2 Payment if no Binding Death Benefit Nomination

If a Member has not made a valid Binding Death Benefit Nomination under clause 43.2 at the date of death, the Trustee may pay the Member’s Benefit under clause 44 or 45.

42.3 Commutation of Income Stream

Despite any other clause of this document and subject to the Superannuation Law, the Trustee may, and must where required by the Superannuation Law, discharge its liability to a Member, Dependant or Beneficiary in respect of a Pension by paying to the Member, Dependant or Beneficiary a Superannuation Lump Sum equal to the amount standing to the relevant Pension.

42.4 Anti-detriment

The Trustee may (but is not obliged to) claim the benefit of anti-detriment provisions in the Taxation Act which allow tax paid on the Member’s Contributions to be refunded to eligible Beneficiaries in the event of the Member’s death.

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43. DEATH BENEFIT NOMINATIONS

43.1 Non-Binding Death Benefit Nomination

A Member may at any time make a Non-Binding Death Benefit Nomination designating one or more Dependants or Legal Personal Representatives as a Nominated Beneficiary of any Benefit payable by the Trustee on or following the death of the Member; however:

(a) a Member wishing to designate a Nominated Beneficiary must give a written notice to the Trustee in a form approved by the Trustee; and

(b) subject to the Superannuation Law, that nomination is not binding on the Trustee.

43.2 Binding Death Benefit Nomination

(a) A Member may make a Binding Death Benefit Nomination to the Trustee that:

(i) is in writing;

(ii) is signed and dated by the Member in the presence of two witnesses, being persons:

(A) each of whom has turned 18 years; and

(B) neither of whom is a person mentioned in the notice; and

(iii) contains a declaration signed and dated by the witnesses, stating that the notice was signed by the Member in their presence.

(b) Subject to the Superannuation Law, a Member may in a Binding Death Benefit Nomination nominate:

(i) the person or persons to whom the Member’s Benefit must be paid so long as that person or each of those persons is a Legal Personal Representative or Dependant of the Member;

(ii) the proportions in which the Benefit is to be paid to that person or each of those persons; and

(iii) the manner in which those benefits must be paid to that person or each of those persons.

(c) A Binding Death Benefit Nomination may be confirmed, amended or revoked at any time by the Member and is otherwise effective until revoked.

(d) A Binding Death Benefit Nomination may be revoked by making a later valid Binding Death Benefit Nomination or by otherwise revoking it by written notice to the Trustee.

44. PAYMENT IF NO BINDING DEATH BENEFIT NOMINATION

Subject to clause 42.1 and the Superannuation Law, any Benefit payable on the death of a Member may be paid or applied as the Trustee decides, by way of one or more Annuities, one or more Pensions or other periodical payment or by one or more Superannuation Lump Sum payments or any combination of those methods of payment (in each case upon the terms that the Trustee decides) to any one of the following, in the proportions the Trustee decides:

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(a) the Nominated Beneficiaries (if any) designated in a Non-Binding Death Benefit Nomination made by the Member;

(b) the Dependants of the Member; or

(c) the Legal Personal Representative of the Member.

45. PAYMENT IF BINDING DEATH BENEFIT NOMINATION IS INVALID OR INEFFECTIVE

Subject to the Superannuation Law, if a Member makes a Binding Death Benefit Nomination that at the date of death is invalid or ineffective, the Binding Death Benefit Nomination is treated as a Non-Binding Death Benefit Nomination, made at the date of making the Binding Death Benefit Nomination, whether or not validly or effectively binding at that date.

46. INFORMATION TO MEMBERS AND NON-MEMBER SPOUSES

If a Member’s Benefit or Benefit Entitlement becomes subject to a Payment Split, the Trustee must give the Member and the Non-Member Spouse all notices and information (in the appropriate form) required by the Superannuation Law.

47. TRUSTEE MAY CREATE NEW INTEREST FOR NON-MEMBER SPOUSE

(a) The Trustee may admit a Non-Member Spouse in respect of a Payment Split as a Member:

(i) if the Non-Member Spouse requests the Trustee to do so in writing under the Superannuation Law and in the form prescribed by the Trustee; or

(ii) on its own initiative in the circumstances permitted by the Superannuation Law.

(b) If the Trustee admits a Non-Member Spouse as a Member under clause 47(a), the Trustee must reduce the Member’s Benefit Entitlement in respect of the Payment Split by the amount required by the Superannuation Law and otherwise as decided by the Trustee under the Superannuation Law.

48. PAYMENT OR TRANSFER OF INTEREST OF NON-MEMBER SPOUSE

If the Non-Member Spouse in respect of a Payment Split is not admitted as a Member under clause 47, the Trustee must:

(a) either:

(i) transfer or rollover the entitlement of the Non-Member Spouse to an Approved Benefit Arrangement; or

(ii) pay the entitlement of the Non-Member Spouse to the Non-Member Spouse if permitted or required by the Superannuation Law; and

(b) reduce the Member’s Benefit Entitlement in respect of the Payment Split by the amount required by the Superannuation Law and otherwise as decided by the Trustee under the Superannuation Law.

49. FAMILY LAW FEES

The Trustee may:

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(a) charge reasonable fees in respect of any action taken by the Trustee which is permitted or required by the Family Law and for which the Trustee is entitled to charge fees; and

(b) may recoup those fees under the Superannuation Law from:

(i) a Member’s Benefit Entitlement; or

(ii) the entitlements of the Non-Member Spouse.

50. SATISFACTION OF ENTITLEMENT

(a) The payment, transfer or rollover of the entitlement of a Non-Member Spouse under a Payment Split is a complete discharge of the Trustee in respect of any liability to that Non-Member Spouse and the Member in respect of that Non-Member Spouse for the amount paid, transferred or rolled over.

(b) The Trustee may deduct from the amount to be paid, transferred or rolled over the amount of any Taxation that is calculated by the Trustee to be payable in respect of the entitlement of the Non-Member Spouse.

51. FORFEITURE OF BENEFITS

51.1 Assignment and insolvency

(a) A Member ceases to have any entitlement to receive a benefit from the Plan and any amount representing the Member’s Interest in the Plan is immediately forfeited to the Plan where:

(i) the Member assigns, mortgages, charges, transfers or attempts to assign, mortgage, charge or transfer the Member’s right or interest in the Plan either in whole or in part absolutely or conditionally; or

(ii) an event occurs whereby all or any part of the Member’s Interest in the Plan would, by operation of law or as a result of the Member doing, causing or suffering to be done any act or thing, become payable to or vest in any person other than the Member or the Member’s Dependants; or

(iii) the Member commits an act of bankruptcy, is declared bankrupt or in the opinion of the Trustee is insolvent.

(b) Without prejudice to any rights the Employer might have under clause 51.3, nothing in this clause 51.1 will be construed to cause or authorise the forfeiture of a benefit which has become payable to or in respect of a Member at the time an event referred to in clause 51.1(a) occurs.

51.2 Forfeiture of Preserved Benefits

Where a Member’s entitlement to receive a benefit is forfeited under clause 51.1, the Trustee may decide that to the extent to which the Member’s Interest in the Plan is a Preserved Benefit that part of the Member’s entitlement will be treated as not having been forfeited.

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51.3 Debt and defalcation

Subject to clause 51.4, the Trustee may deduct from any benefit payable to or in respect of a Member and remit to the Employer an amount not exceeding:

(a) the value of any loss suffered by the Employer upon the Employer satisfying the Trustee that the loss suffered arose as a result of the Member being party or privy to any defalcation in respect of any funds, goods, equipment or any other property whether in the custody, care or control of the Employer or the Plan and being convicted in criminal jurisdiction in connection with that defalcation;

(b) an amount the Employer certifies in writing to the Trustee to be owing to the Employer by that Member.

51.4 Benefits not to be reduced for debt or defalcation

No amount may he deducted from a Member’s benefit and remitted to the Employer under clause 51.3 to the extent that the benefit comprises:

(a) an amount required under the Superannuation Law to be vested in the Member;

(b) a Preserved Benefit.

51.5 Allocation of forfeited Benefits

The Trustee must apply a Member’s entitlement which has been forfeited under subclause 51.1 for any of the following purposes:

(a) for the benefit of the Member or the Member’s Dependants or any of them at any time and from time to time and in such proportions and in such manner as the Trustee decides;

(b) to provide benefits that other Members are entitled to;

(c) to increase other Members’ benefits in a manner approved by the Trustee;

(d) for any other purpose permitted by the Superannuation Law or approved by the Statutory Authority.

51.6 Void forfeiture severed

To the extent that the forfeiture of any amount under clause 51.1 is void under any legislation regulating bankruptcy, clause 51.1 is severed from this document and has no effect and the amount is deemed not to have been forfeited.

51.7 Unclaimed Benefits

Subject to the Superannuation Law, the Trustee may pay the amount of a Member’s benefit to an Eligible Rollover Fund in any circumstances which the Trustee may from time to time consider are the circumstances in which a Member’s benefit will be paid to an Eligible Rollover Fund.

52. MYSUPER PRODUCTS

52.1 MySuper Product requirements

Notwithstanding any other provision in this document:

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(a) the Trustee may seek authority to offer one or more classes of beneficial interest in the Plan as one or more MySuper Products;

(b) subject to clause 2.2(h), but notwithstanding anything else in this document, the Trustee may do all acts, matters and things as in the opinion of the Trustee are necessary or desirable to maintain an authorisation to offer a class of beneficial interest in the Plan as a MySuper Product; and

(c) if necessary to comply with the Superannuation Law, the Trustee must in relation to a MySuper Product:

(i) adopt a single diversified investment strategy in relation to assets of the Plan to the extent those assets are attributed to that MySuper Product;

(ii) provide all Members who hold that MySuper Product with access to the same options, benefits and facilities;

(iii) attribute amounts to Members who hold that MySuper Product in a way that does not stream gains or losses that relate to any assets of the Plan to only some of those Members, provided that where consistent with the Superannuation Law gains and losses from different classes of assets of the Plan may be streamed to different subclasses of Members who hold that MySuper Product:

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

(B) on the basis of the age of those Members and other factors prescribed under the Superannuation Law; or

(C) on the basis of the age of those Members and other factors prescribed under the Superannuation Law in circumstances prescribed under the Superannuation law;

(iv) use that same process to attribute amounts to Members who hold that MySuper Product, except where a different process is permitted under the Superannuation Law;

(v) if fee subsidisation is permitted, permit an Employer to subsidise the fees payable by Members in relation to that MySuper Product provided that subsidisation does not favour one Member holding that MySuper Product employed by the Employer over another such Member who is employed by the Employer;

(vi) not limit the source or kind of contributions that may be made by or on behalf of a Member who holds that MySuper Product, other than as required or permitted by the Superannuation Law;

(vii) comply with any applicable requirement under the Superannuation Law with respect to the charging of fees in relation to that MySuper Product;

(viii) not replace a Member’s interest in that MySuper Product with a beneficial interest of another class in the Plan unless:

(A) the replacement is with an interest in another MySuper Product within the Plan and the Member who holds the MySuper Product

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consents in writing to that replacement within the period (if any) prescribed by the Superannuation Law;

(B) the Member who held the interest has died and the interest is replaced with a beneficial interest of another class in the Plan of a kind, and in the circumstances, permitted by the Superannuation Law; or

(C) the replacement is otherwise permitted, or is required, by the Superannuation Law;

(ix) not replace a Member’s interest in that MySuper Product with a beneficial interest in another superannuation entity unless:

(A) the interest in that other superannuation entity is a MySuper Product and the replacement is permitted under a law of the Commonwealth;

(B) the Member who holds that MySuper Product consents in writing to the replacement within the period (if any) prescribed by the Superannuation Law and the replacement is permitted under the Superannuation Law; or

(C) the replacement is otherwise permitted, or is required, under a law of the Commonwealth;

(x) comply with any other requirements prescribed or required by the Superannuation Law in relation to the MySuper Product; and

(xi) not pay a Pension out of any assets of the Plan to the extent the assets are attributable to that MySuper Product, unless permitted or required under the Superannuation Law.

52.2 MySuper membership records

(a) The Trustee will record in each Member Category those Members who are MySuper Product Members.

(b) Where a Member has:

(i) a MySuper Product; and

(ii) entitlements that are not a MySuper Product,

then the Trustee will record those interests in a way that enables the MySuper Product to be identified as an interest separate from the Member’s other entitlements under this document.

52.3 Transfer of interests to comply with MySuper

(a) The Trustee has the power to transfer to a MySuper Product any amount or interest that the Superannuation Law requires be treated as a MySuper interest.

(b) The Trustee has the power to transfer out of a MySuper Product to another interest any amount of a MySuper Product that the Superannuation Law allows to be transferred out of a MySuper interest.

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53. LARGE EMPLOYER MYSUPER PRODUCT

53.1 Nomination to form part of governing rules

(a) The Trustee and the Principal Employer may, from time to time, nominate in writing an Employer who meets the definition of ‘large employer’ under the Superannuation Law to be a Large Employer.

(b) A nomination made in accordance with clause 53.1(a) forms part of the governing rules of the Plan.

53.2 Establishment of Large Employer MySuper Products

Subject to the Superannuation Law and the requirements of clause 52, the Trustee may establish one or more Large Employer MySuper Products, provided that for each Large Employer MySuper Product, the following rules apply:

(a) a Large Employer MySuper Product may be established in respect of each Employer nominated in writing from time to time by the Trustee as a Large Employer;

(b) a Member may only hold an interest in a Large Employer MySuper Product if:

(i) the Member is a current or former Employee of a Large Employer that has a Large Employer MySuper Product established in its name;

(ii) the Member is a current or former Employee of an associate of a Large Employer that has a Large Employer MySuper Product established in its name; or

(iii) the Member is a Relative or Dependant of a Member referred to in clause 53.2(b)(i) or 53.2(b)(ii);

(c) where a Large Employer or an associate of a Large Employer contributes to the Plan or would, apart from a temporary cessation of Contributions, contribute to the Plan for an Employee of the Large Employer, any Employee of the Large Employer may hold an interest in a MySuper Product that has been established in that Large Employer’s name; and

(d) where a Large Employer or an associate of a Large Employer contributes to the Plan or would, apart from a temporary cessation of Contributions, contribute to the Plan for an Employee of an associate of the Large Employer, any Employee of an associate may hold an interest in a MySuper Product that has been established in that Large Employer’s name.

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Schedule 1

Rules

1. MEMBERSHIP

1.1 Categories of Membership

(a) The following Categories of Membership are available:

Category DB (Defined Benefit members)

Category CA (Contributory Accumulation members)

Category SG (Superannuation Guarantee and deferred members)

Category SP (Spouse members)

Category TR (Income Stream members (pre-retirement))

Category PR (Income Stream members (post-retirement))

(b) Eligibility for membership of each Category is governed by this Rule 1.

1.2 Category DB Members

The following Employees are eligible to be Category DB Members:

(a) an Employee who was a Category A Member or Category C Member immediately before 1 July 2000, and has not at any subsequent time transferred to Category A2, Category C2, or Category CA;

(b) any Employee who is nominated by the Employer for Membership of Category DB.

1.3 Category CA Members

All Employees who are nominated by the Employer for Membership of Category CA are eligible to be Category CA Members.

1.4 Category SG Members

(a) All Employees:

(i) eligible for award superannuation under the provisions of an Industrial Agreement, and who are not eligible for Membership of another Member Category (other than existing Category TR or Category PR Members); or

(ii) whose Benefits are retained or deferred by the Trustee because:

(A) the Employee asks in writing that the Benefit be retained or deferred; or

(B) the Employee dies; or

(C) the Superannuation Law otherwise requires the Benefit to be retained or deferred; or

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(D) the Trustee decides, for whatever reason, to retain or defer the payment of the Benefit,

are Category E Members.

(b) For the avoidance of doubt, Members who are Category TR or Category PR Members are also eligible for Membership as Category SG Members.

1.5 Category SP Members

All Member’s Spouses are eligible for membership as Category SP Members.

1.6 Category TR Members and Category PR Members

(a) Employees in receipt of an Income Stream who have not Retired from Employment are Category TR Members.

(b) Members in receipt of an Income Stream who have Retired from Employment are Category PR Members.

(c) Members who are Category TR Members or Category PR Members may be admitted to Membership of another category referred to in Rule 1.1(a). Where a Category TR Member or Category PR Member is also a Member of another category of Membership, the Trustee may maintain and administer the Member’s Membership in each category in such manner as the Trustee considers appropriate having regard to all the circumstances. For the avoidance of doubt:

(i) the Trustee may establish separate Member Accounts in respect of each category of Membership of a Member;

(ii) the Trustee may establish multiple Income Streams in respect of the same Member; and

(iii) the cessation of a Member’s Membership in one category will not automatically trigger the cessation of the Member’s Membership of any other category (or of the Plan).

1.7 Allocation of category

Any other Employee of an Employer who is not otherwise eligible under this Rule 1 for Membership the Plan is at the discretion of the Employer eligible to join the Plan on such terms and in such Member Category as is decided by the Trustee and the Employer.

1.8 Transfer of category

(a) If the basis of Employment of a Member changes, the Member’s Category will be changed to a Member Category for which the Member is eligible under the new basis of Employment, as agreed to by the Trustee and the Employer.

(b) A Member may transfer from the Member’s current Member Category to another Member Category the Member is eligible to join, at the invitation of the Principal Employer with the agreement of the Trustee.

(c) On any transfer of Member Category, the Member is required to contribute to the Plan and is entitled to receive benefits from the Plan according to the provisions of

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these Rules applicable to the Member Category to which the Member is transferred.

(d) On a transfer of Member from Category DB to Category CA, the Trustee must allocate the Member’s accrued benefit to such of the Member’s Accounts as the Trustee considers appropriate having regard to the nature of the Contributions made by and for the Member.

2. CONTRIBUTIONS

2.1 Member Contributions

(a) Subject to Rule 2.1(b):

(i) on or before the Changeover Date, each Category DB Member must contribute to the Plan at the Standard Contribution Rate of 5% provided that each such Member, on the Member’s Entry Date and on each Annual Review Date thereafter, and within such period and in such manner as may be prescribed by the Trustee from time to time, may elect to increase or decrease the Member’s rate of Contribution at one percentage point intervals to a minimum of 2% or a maximum of 8%, such that the Member’s average rate of Contribution over the Member’s period of membership of the Plan must not exceed the Standard Contribution Rate;

(ii) after the Changeover Date, each Category DB Member will contribute to the Plan at the lesser of:

(A) the Standard Contribution Rate of 5%; or

(B) the rate of Contribution at which the Member was contributing at the Changeover Date,

provided that each such Member, on each Annual Review Date thereafter, and within such period and in such manner as may be prescribed by the Trustee from time to time, may elect to decrease the Member’s rate of Contribution at one percentage point intervals to a minimum of 2%, or may elect to increase the Member’s rate of Contribution at one percentage point intervals to a maximum of the Standard Contribution Rate.

(b) The Employer may decide that Rule 2.1(a) is not to apply to a particular Category DB Member, in which case that Member will contribute at a rate agreed to between the Member and the Employer. Such agreed rate must not exceed the Standard Contribution Rate.

(c) Subject to Rule 2.1(d), each Category CA Member will contribute to the Plan at the Standard Contribution Rate provided that each such Member, on the Member’s Entry Date and at any time thereafter, and within such period and in such manner as may be prescribed by the Trustee from time to time, may elect to decrease the Member’s rate of Contribution at one percentage point intervals to a minimum of 2%, or may elect to increase the Member’s rate of Contribution at one percentage point intervals to a maximum of the Standard Contribution Rate.

(d) The Employer may decide that Rule 2.1(c) is not to apply to a particular Category CA Member, in which case that Member will contribute at a rate agreed to between the Member and the Employer. Such agreed rate must not exceed the Standard Contribution Rate.

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2.2 Voluntary Contributions

(a) A Category DB or Category CA Member who is contributing at a minimum of the Standard Contribution Rate may, with the Trustee’s consent, make additional voluntary Contributions to the Plan.

(b) A Category SG Member is not required to contribute to the Plan but, with the Trustee’s consent, subject to clause 36.7(b)(ii) where it applies, may make additional voluntary Contributions to the Plan.

(c) A Category SP Member is not required to contribute to the Plan but, with the Trustee’s consent, may make voluntary Contributions to the Plan.

(d) The voluntary Contributions under this Rule may be made by a lump sum payment to the Plan or on a regular basis in a manner agreed with the Trustee, or in such other manner as may be decided by the Trustee from time to time.

2.3 Employer Contributions

(a) Subject to clauses 17.7 and 28, the Employer must pay to the Plan out of its own moneys, in respect of each Category DB and Category CA Member, from time to time an amount equal to a percentage of the Member’s Salary calculated as the Member’s percentage Contribution rate at that time plus 7.75%.

(b) The amount of benefit payable to a Category SG or Category CA Member under Rule 3.1 is equal to the total amount in the Member’s Accounts.

(c) The Employer must also pay to the Plan out of its own moneys in respect of each Member such further amounts as may be necessary from time to time to ensure that the Employer, in making Contributions to the Plan under this document, is making Contributions at a level no lower than the minimum level of Employer Contributions prescribed by the Guarantee Act from time to time.

(d) Contributions specified in Rule 2.3(c) will be paid at such intervals as may be agreed by the Trustee and the Employer but so as to meet the timing requirements of the Guarantee Act .

(e) The Employer may in its sole discretion also contribute additional ex gratia or other amounts in respect of any Member.

2.4 Contributions by other persons

The Trustee may accept such Contributions as it decides for the credit of a Member from a person other than the Member or an Employer.

3. NORMAL RETIREMENT BENEFITS

3.1 Entitlement to normal retirement benefit

A Member who Retires from Employment on or after the Normal Retirement Date, but not later than age 70, is entitled, subject to clauses 51.3 and 51.4, to receive a normal retirement benefit calculated under Rule 3.2.

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3.2 Amount of normal retirement benefit

(a) The amount of a benefit payable to a Category DB Member under Rule 3.1 is calculated under the following formula:

(AxB)+C+(BxD)+E

Where:

A = the Benefit Accrual Rate

B = Final Average Salary

C = the total amount in the Member’s Accounts

D = with respect to a Member who has been a Member before 1 July 1992, a multiple as determined by the Trustee

E = with respect to a Member who has been a Member before 1 July 1992, an amount determined by the Trustee plus earnings from 30 June 1992 at a rate determined by the Trustee from time to time

provided that the benefit so calculated and payable must not be less than an amount recommended by the Actuary and approved by the Trustee which would satisfy the Employer’s minimum requirements under the Guarantee Act.

(b) The amount of benefit payable to a Category SG or Category CA Member under Rule 3.1 is equal to the total amount in the Member’s Accounts.

4. EARLY RETIREMENT BENEFITS

4.1 Entitlement to early retirement benefits

A Member who Retires from Employment or otherwise ceases Employment within 10 years before the Member’s Normal Retirement Date is entitled, subject to clauses 51.3 and 51.4, to receive an early retirement benefit.

4.2 Amount of early retirement benefit

The amount of a benefit payable to a Member under Rule 4.1 is calculated under the formula applicable to the Member in Rule 3.2.

5. LATE RETIREMENT BENEFITS

5.1 Entitlement to late retirement benefit

If a Member continues in the Employment of the Employer after the Member reaches age 70, the Member is entitled to receive a late retirement benefit on the earliest to occur of the following events:

(a) the Member Retires from Employment;

(b) the Superannuation Law require that the Member’s benefit be paid;

(c) the Member requests payment of the benefit.

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5.2 Amount of late retirement benefit

The amount of a benefit payable under Rule 5.1 is:

(a) for a Category DB Member the aggregate of:

(i) the amount of the Member’s benefit entitlement as at the date on which the Member reached age 70;

(ii) any Contributions made for the Member after the date on which the Member reached age 70; and

(iii) earnings on the amounts referred to in Rules 5.2(a)(i) and 5.2(a)(ii) at the rate declared by the Trustee from time to time under the Superannuation Law from the date on which the Member reached age 70 to the date on which the Member became entitled to a benefit,

less such proportion as the Trustee determines of the expenses incurred in the administration of the Plan during the period from the date on which the Member reached age 70 to the date on which the Member became entitled to the benefit;

(b) for a Category SG or Category CA Member the total amount in the Member’s Accounts.

5.3 Cessation of Entitlement

A Member who has become entitled to a benefit under Rule 5.1 cannot later become entitled to any benefit from the Plan.

6. DEATH AND TOTAL AND PERMANENT DISABLEMENT BENEFITS

6.1 Death or TPD, before Normal Retirement Date

On the death or Total and Permanent Disablement of a Member before the Normal Retirement Date a benefit is payable calculated under the formula in Rule 6.2 applicable to the Member’s Category of Membership.

6.2 Amount of death or TPD Benefit


(AxB)+C+(BxD)+E+F+G

Where:

A = Benefit Accrual Rate

B = the Member’s Salary at the latest Annual Review Date



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F = on the death or Total and Permanent Disablement of a Member on or before the Changeover Date: X x Y x B

F = on the death or Total and Permanent Disablement of a Member after the Changeover Date: the proceeds received by the Trustee under a policy of life or disability insurance arranged by the Trustee in respect of the Member, providing a level of cover requested by the Trustee (if any) plus the amount of the Member’s Optional Insured Benefit (if any)

X = years and complete months of Membership from the latest Annual Review Date until the Member’s Normal Retirement Date

Y = 19%

G = optional Insured Benefit (if any)

provided that the benefit so calculated and payable must not be less than an amount recommended by the Actuary and approved by the Trustee which would satisfy the Employer’s minimum requirements under the Guarantee Act .

(b) The amount of a benefit payable to a Category SG Member under Rule 6.1 is equal to the total amount in the Member’s Accounts plus the amount of the Member’s Optional Insured Benefit (if any).

(c) A Member who joined the Plan before 1 July 1992, and who is a Category DB Member, is entitled to a benefit which is at least the benefit which would have been paid from the Plan in respect of that Member had the Member died on or become Totally and Permanently Disabled on 30 June 1992.

(d) The amount of a benefit payable to the Category CA Member under Rule 6.1 is equal to the total amount in the Member’s Accounts plus:

(i) proceeds received by the Trustee under a policy of life or disability insurance arranged by the Trustee in respect of the Member, providing a level of cover requested by the Trustee (if any); and

(ii) the amount of the Member’s Optional Insured Benefit (if any).

6.3 Death or TPD after Normal Retirement Date

On a Member’s death or Total and Permanent Disablement after the Normal Retirement Date a benefit is payable of an amount calculated as if the Member had Retired from Employment on the date of death or Total and Permanent Disablement.

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7. WITHDRAWAL BENEFIT

7.1 Entitlement to withdrawal Benefit

A Member who leaves Employment before the Member’s Normal Retirement Date in circumstances which do not entitle the Member to a benefit under Rules 3, 4, 5 or 6 is entitled, subject to clauses 51.3 and 51.4, to a benefit calculated under Rule 7.2.

7.2 Amount of withdrawal Benefit


(AxB)+C+ (BxD)+E

Where:

A = Benefit Accrual Rate

B = Salary at latest Annual Review Date discounted by 1.5% per annum compound for the period from the date of withdrawal to age 55 years where that period is measured in years and complete months




provided that the benefit so calculated and payable must not be less than an amount recommended by the Actuary and approved by the Trustee which would satisfy the Employer’s minimum requirements under the Guarantee Act .

(b) The amount of a benefit payable to a Category SG or a Category CA Member under Rule 7.1 is equal to the total amount in the Member’s Accounts.

8. BENEFITS FOR CATEGORY SP MEMBERS

8.1 Entitlement to Benefits for Category SP Members

A benefit is payable in respect of a Category SP Member:

(a) where the Trustee is required under the Superannuation Law to pay a benefit for the Member;

(b) where the Trustee is permitted under the Superannuation Law to pay a benefit for the Member and the Member requests payment;

(c) on the Member’s death.

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8.2 Amount of Benefit

(a) The amount of the benefit payable under Rule 8.1 is the total amount in the Member’s Accounts.

(b) Where the terms of a Category SP Member’s membership include cover under a policy of insurance, a benefit payable to the Member will include any proceeds received by the Trustee under the policy in respect of the Member.

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Schedule 2

Accrual rates

TABLE A

Member Contribution

Annual Benefit Accrual Rate (% of Salary for each Year of membership)

2% 9.4%

3% 12.6%

4% 15.8%

5% 19.0%

6% 22.2%

7% 25.4%

8% 28.6%

THE BENEFIT ACCRUAL RATE

For the purposes of the definition of the term ‘Benefit Accrual Rate’ in clause 2.1 of this document, the following is an example of how the formula in that definition is to operate:

FACTS

A Member contributes to the Plan at the following rates of his Salary for the following years:

2% for 10 years

3% for 5 years

6% for 15 years

CALCULATION

Using Table A above the relevant accrual rates are as follows:

9.4%

12.6%

22.2%

Therefore the Member’s Benefit Accrual Rate is calculated as follows:

9.4% x 10 years = 0.94

12.6% x 5 years = 0.63

22.2% x 15 years = 3.33

4.90

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