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Deed of amendment - Synergy Superannuation Master Fund N.M. Superannuation Proprietary Limited (Trustee) MinterEllison Level 40 Governor Macquarie Tower 1 Farrer Place Sydney NSW 2000 Australia DX 117 Sydney T +61 2 9921 8888 F +61 2 9921 8123 minterellison.com ME_122026179_1 (W2003X)

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Deed of amendment -Synergy Superannuation Master Fund N.M. Superannuation Proprietary Limited (Trustee)

MinterEllison Level 40 Governor Macquarie Tower 1 Farrer P lace Sydney NSW 2000 Australia DX 117 Sydney T +61 2 9921 8888 F +61 2 9921 8123 minterellison.com

ME_122026179_1 (W2003X)

Table of Contents

Details 3

Operative Part 1. Amendment to the Trust Deed

2. Saving Provision

3. No re-settlement of trust

4 4

6

6

Signing page 7

Winter Ellison | Ref: AXB 20-7708588 Deed of amendment for Synergy Superannuation Master Fund | page 2

M E J 22026179_1 (W2003x)

Details

Date

Parties N.M. Superannuation Proprietary Limited Name

ABN Short form name Address

31 008 428 322 Trustee 750 Collins Street, Docklands VIC 3008

Background By a declaration of trust dated 9 September 2002 (Trust Deed), a superannuation fund known as the Synergy Superannuation Master Fund (Fund) was established.

The Trust Deed has been amended by various amending deeds from time to time.

Under Clause 20 of the Trust Deed, the Trustee may amend the Trust Deed, provided that the conditions set out in Clause 20 are satisfied.

The Trustee wishes to amend the Trust Deed in the manner set out in this deed.

The Trustee considers that the conditions in Clause 20 of the Trust Deed are satisfied in relation to the amendments.

A

B

C

D

E

Deed of amendment for Synergy Superannuation Master Fund | page 3 Winter Ellison | Ref: AXB 20-7708588

ME_122026179_1 (W2003x)

Operative Part

1. Amendment to the Trust Deed With effect from 23, April, 2015 , the Trust Deed is amended as follows:

(a) In Clause 2, insert the following new definition of 'Non-Lapsing Nomination' immediately after the definition of 'Non-Commutable Term Allocated Pension':

Non-Lapsing Nomination has the meaning given to it in clause 16.2B(b).

(b) delete Clause 16.2(c) and insert the following new Clause 16.2(c) in its place:

(c) In making a determination under Clause 16.2(a) the Trustee may have regard to, but shall not be bound by, the relevant deceased Member's current nomination (if any) of a Nominated Dependant and the matter shall be at the absolute discretion of the Trustee PROVIDED THAT:

(i) in the event that the Member has provided the Trustee with a valid Binding Death Benefit Nomination that has not been subsequently revoked by notice in writing from the Member to the Trustee, the Trustee shall be bound to pay any benefit payable pursuant to this clause 16 in accordance with that Binding Death Benefit Nomination; and

(ii) in the event that Clause 16.2B applies in respect of the Member, the Trustee must pay the deceased Member's benefit to the person or persons listed in any Non-Lapsing Nomination in the circumstances set out in that clause Clause 16.2B.

(c) insert the following new Clause 16.2B immediately after Clause 16.2A(c):

16.2B Non-Lapsing Nominations

(a) The Trustee may from time to time determine that this Clause 16.2B applies in respect of a category or group of Members, and may determine from time to time that this Clause 16.2B no longer applies in respect of a category or group of Members.

(b) Where the Trustee has determined that this Clause 16.2B applies in respect of a Member (and has not determined that this Clause 16.2B no longer applies in respect of the Member), where the Relevant Law permits, the Member may give the Trustee a nomination in such form and manner as the Trustee determines from time to time (Non-Lapsing Nomination) that directs the Trustee to pay some or all of the Member's benefit to a person or persons listed in the nomination (being the legal personal representative and/or Dependants of the Member) on the death of the Member.

(c) Where the Trustee receives a Non-Lapsing Nomination, the Trustee may provide its consent to the exercise of a Member's direction in a Non-Lapsing Nomination:

(i) on an individual nomination basis; or

Winter Ellison | Ref: AXB 20-7708588 Deed of amendment for Synergy Superannuation Master Fund | page 4

ME_122026179_1 (W2003x)

(ii) on a general basis,

where the Non-Lapsing Nomination satisfies such terms and conditions as the Trustee determines from time to time, in which case such consent becomes effective from the time that the Non-Lapsing Nomination is processed by or on behalf of the Trustee.

(d) Subject to Clause 16.2B(e), if all the requirements of the Relevant Law have been met, where:

(i) the Trustee is in receipt of a current, valid Non-Lapsing Nomination; and

(ii) the Trustee has consented to the Non-Lapsing Nomination in accordance with Clause 16.2B(c); and

(iii) the Non-Lapsing Nomination complies with any terms and conditions determined by the Trustee pursuant to Clause 16.2B(c),

the Trustee must pay the deceased Member's benefit to the person or persons listed in the Non-Lapsing Nomination.

(e) A Non-Lapsing Nomination ceases to be valid and effective upon the earlier of the following events:

(i) the date the Non-Lapsing Nomination ceases to have effect under Relevant Law;

(ii) the date a nominated beneficiary predeceases the Member;

(iii) the date the Member marries or enters into a de-facto relationship (including with a person of the same sex);

(iv) the date the Member divorces or the member's de-facto relationship (including with a person of the same sex) terminates;

(v) the date the Member revokes the Non-Lapsing Nomination in writing;

(vi) the date the Member provides a nomination pursuant to Clause 16.2(a) or a Binding Death Benefit Nomination in relation to the Member Account or Member Accounts in respect of which the Non-Lapsing Nomination was made;

(vii) the day before the date of the Member's death where, at the date of the Member's death, a nominated beneficiary is neither a Dependant or the legal personal representative of the member; or

(viii) the date that any other circumstance, which the Trustee may determine from time to time, occurs in relation to the Member.

(d) In Clause 7 correct the duplicated clause 7.12 reference by inserting the proper clause number of the repeated Clause 7.12 Consolidation of Member accounts to Clause 7.13 Consolidation of Member accounts.

Deed of amendment for Synergy Superannuation Master Fund j page 5 Minter Ellison | Ref: AXB 20-7708588

ME_122026179_1 (W2003x)

2. Saving Provision Notwithstanding any other provision in this Deed to the contraiy, if any amendment contained in this Deed of Amendment is not consistent with, or breaches the restrictions in, the amendment power contained in Clause 20 of the Trust Deed, that amendment shall be of no effect and the provisions purported to be amended shall continue to be determined in accordance with the provisions of the Trust Deed as they existed prior to the date of the amendment.

3. No re-settlement of trust This Deed of Amendment shall be construed only as operating to amend the Trust Deed and not establishing a new or different trust or superannuation fund.

Deed of amendment for Synergy Superannuation Master Fund | page 6 Winter Ellison ] Ref: AXB 20-7708588

ME_122026179_1 (W2003x)

N.M. Superannuation Proprietary Limited (ABN 31 008 428 322) by its undersigned Attorneys (who have not received notice of the revocation of the Power of Attorney Registered No. •J A- Book under the authority of which this instrument has been signed in Sydney this | day of 20 \S" )•

Gemma Cross Company Secretary /

Attorney ."y

-OAJSJ

Witness to above signature

MjyJdUJeP' Attorn'

Witness to shove signature

KING&WOOD MALLESONS

Synergy Superannuation Master Fund

Deed of Amendment Dated / ( ? J UnC 20 A f

N.M. Superannuation Proprietary Limited (ACN 008 428 322) ("Trustee")

King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.kwm.com

Synergy Superannuation Master Fund Deed of Amendment Contents

Details 1 General terms 2

1 Amendments 2

2 Operative Date 3

3 No redeclaration or resettlement 3

Signing page 5

Deed of Amendment 3 May 2013

© King & Wood Mallesons 1 1 4 0 9 7 0 2 J

Synergy Superannuation Master Fund Deed of Amendment Details

Party Trustee

Trustee N.M. Superannuation Proprietary Limited Name

ACN/ABN 008 428 3 2 2 / 3 1 008 428 322

Address Level 17, 447 Collins St, Melbourne, VIC 3000

Recitals A By trust deed dated 9 September 1992 ("Original Deed") a superannuation fund known as Synergy Superannuation Master Fund ("Fund") was established.

B The Original Deed has been amended by amending deeds dated 1 July 1994, 20 February 1995, 6 August 1998, 26 May 1999, 15 June 2000, 30 October 2000, 25 September 2001, 23 December 2002, 1 May 2003, 20 October 2005, 12 April 2006, 24 September 2007, [o 2010] and 11 November 2010 ("Amending Deeds"). Together the Original Deed and the Amending Deeds form the Trust Deed for the Fund.

C Under Clause 20 of the Trust Deed, the Trustee may amend the Trust Deed, provided that the conditions in Clause 20 are satisfied.

D The Trustee wishes to amend the Trust Deed in the manner set out in this deed of amendment.

E The Trustee considers that the conditions in Clause 20 are satisfied in relation to the amendments.

Governing law Tasmania

Date of deed See Signing page

Deed of Amendment 3 May 2013

1 © King & Wood Matlesons 11409702J

Synergy Superannuation Master Fund Deed of Amendment General terms

1 Amendments The Trust Deed and Rules are amended by:

inserting a new definition of "Operational Risk Reserve Account" in Clause 2, in the correct alphabetical order, as follows:

(a)

""Operational Risk Reserve Account" means an account kept under Clause 13.5."

(b) re-numbering Clause 13.5 {Valuation of the Assets of the Fund) as Clause 13.7 and inserting new Clauses 13.5 (Operational Risk Reserve Account - maintenance) and 13.6 (Operational Risk Reserve Account -application) the following:

"13.5 Operational Risk Reserve Account - maintenance

If the Trustee wishes to maintain an operational risk reserve in the Fund for the purposes of covering any or all of the operational risk relating to the Fund, it must keep one or more Operational Risk Reserve Accounts. An Operational Risk Reserve Account is to hold amounts:

(a) contributed or transferred to the Fund by the Trustee;

(b) contributed or transferred to the Fund by or in respect of a Member which the Trustee determines are to be credited to the account;

(c) transferred from another account including a Member Account for the purposes of covering any or all of the operational risk relating to the Fund.

13.6 Operational Risk Reserve Account - application

The Trustee may only apply amounts held in an Operational Risk Reserve Account:

(a) to satisfy a liability of the Trustee relating to the Fund or for any other purpose permitted by the Relevant Law; and

(b) to the extent the amount exceeds the amount required, in the Trustee's opinion, to satisfy the operational risk requirement (excessive amount), in any way the Trustee determines."

(c) inserting new Clause 7A (Trustee and Director Covenants) the following:

•7A TRUSTEE AND DIRECTOR COVENANTS

7A.I Trustee Covenants

Deed of Amendment 3 May 2013

© King &Wood Mallesons 11409702_1

2

If the Relevant Law requires it, the Trustee must comply with any covenants which the Relevant Law imposes on it.

7A.2 Director Covenants

If the Relevant Law requires it, the directors must comply with any covenants which the Relevant Law imposes on them."

(d) inserting as new Ciause 8.7 (Trustee's Indemnity - Operational Risk) the following:

"8.7 Trustee's Indemnity - Operational Risk

From 1 July 2013, the Trustee's right of indemnity under this Clause 8 is subject to the following:

(a) the Trustee is not entitled to be indemnified from Fund assets for any amount expended out of capital of the Trustee managed and maintained by the Trustee to cover operational risk relating to the Fund;

(b) the Trustee is not entitled to satisfy its right of indemnity from the Operational Risk Reserve Accounts in respect of any liability or expense which does not relate to operational risk relating to the Fund unless the liability or expense is safi'sf/ed from an excessive amount (within the meaning of Clause 13.6(b)); and

to the extent that the indemnity is for a liability or expense relating to operational risk relating to the Fund, the indemnity must be satisfied from the amounts in the Operational Risk Reserve Accounts which are required to be maintained in those accounts to satisfy the operational risk requirement and may only be satisfied from other accounts (including Member Accounts) to the extent that the relevant amounts in the Operational Risk Reserve Accounts are insufficient."

(c)

(e) inserting as new Clause 7.12 (Consolidation of Member accounts) the following:

"7.12 Consolidation of Member accounts

The Trustee may, in such manner as the Trustee considers appropriate, identify Members with more than one interest or account in the Fund and may merge or consolidate those interests or accounts."

2 Operative Date The amendments made by this deed of amendment operate with effect from the date of this deed.

3 No redeclaration or resettlement The Trustee is not by executing this deed of amendment redeclaring or resettling the Fund or any part of it.

Deed of Amendment 3 May 2013

© King & Wood Mallesons 11409702_1

3

EXECUTED as a deed

4 Deed of Amendment 3 May 2013

© King & Wood Mallesons 11409702_1

Synergy Superannuation Master Fund Deed of Amendment Signing p a g e

DATED: J u r \ t , 20 14-

The common seal of N.M. Superannuation Proprietary Limited ) ACN 008 428 322 was hereto affixed in ) accordance with its constitution in the ) presence of: )

)

) ) ) ) )

Signature of director ) Signature omifeeter/company secretary* 'delete whichever is not applicable

) )

Brian Salter )

Name of direefor/company secretary* (block letters) 'delete whichever is not applicable

Name of director (block letters)

Deed of Amendment 3 May 2013

5 © King & Wood Mallesons 11409702_1

Supplemental Deed Synergy Superannuation Master Fund N.M. Superannuation Proprietary Limited ACN 008 428 322 (Trustee)

6447:SCML Trust Deed Amendments for SSMF and FQRS:135090_1

V

Contents

Contents ii Definitions and interpretation 1 5

2 Amendment of Trust Deed 5

2.1 Liability Amendment 2.2 Termination Amendment

Effective date

5 5

3 8

Confirmation 4 8

Signing Page 9

6447:SCML Trust Deed Amendments for SSMF and FQRS: 135090 1

2010 Date / /

Party

N.M. Superannuation Proprietary Limited ACN 008 428 322 of 750 Collins Street, DOCKLANDS Victoria 3008 (Trustee)

Recitals

By trust deed dated 9 September 1992, as amended from time to time (Trust Deed), a superannuation fund known as "Synergy Superannuation Master Fund" was established (Fund) and Synergy Capital Management Limited (ACN 062 264 108) was appointed as the trustee of the Fund.

A

Under a Deed of Retirement and Appointment dated 30 June 2010, the Trustee replaced Synergy Capital Management Limited as the trustee of the

B

Fund.

Clauses 20.1, 20.3 and 20.4 of the Trust Deed provides as follows:

20.1 General Power of Amendment

C

Subject to the provisions of this Clause 20, the Trustee may at any time and from time to time by deed or by written declaration or by resolution of the directors of the Trustee amend, delete from or add to all or any of the provisions contained in this Deed including the provisions of this Clause 20 PROVIDED THAT any such amendment deletion or addition is in accordance with the relevant requirements of a Relevant Law.

And PROVIDED FURTHER THAT no such alteration, addition or deletion shall reduce or prejudice the Benefits secured to a Member pursuant to this Deed in respect of contributions paid in respect of the Member to the date of such alteration unless:

a) the reduction is required because of, and does not exceed the value of, any tax payable on the taxable income of the fund; or

b) the reduction is required to enable the fund to comply with the Relevant Law; or

the consent of the Member, and if the benefits are subject to a payment split in accordance with the Relevant Law, of the Non-Member Spouse, whose rights are affected are first obtained; or

c)

d) the written approval of the Regulator is obtained.

20.3 Effective Date of Amendments

S447:SCML Trust Deed Amendments for SSMF and FQRS:135090_1

Subject to the foregoing provisions o this Clause, any amendment, deletion or addition made pursuant to Clause 20.1 or 20.2:

shall come into force on the making of the deed, written declaration or resolution (as the case may be) and shall take effect as from that date or as from such earlier or later date as may be specifiedfor that purpose in the said deed, written declaration or resolution; and

a)

for the time being in force shall be of the same validity as if it had been originally contained in this Deed and may in like manner be amended, deleted from or added to.

b)

20.4 Notification to Members

The Trustee shall in accordance with the relevant requirements of any Relevant Law notify each Member and each Non-Member Spouse whose Member-Spouse's benefits are subject to a payment split in accordance with the Relevant Law of any amendment, deletion or addition made pursuant to Clauses 20.1 or 20.2 and all members and Non-Member Spouses shall be bound thereby. No accidental failure or omission to give any such notification shall prejudice or invalidate the relevant amendment, deletion or addition.

D The Trustee wishes to amend the Trust Deed pursuant to the power granted to it in clause 20 of the Trust Deed in order to:

(a) clarify the extent to which the Trustee is relieved from certain liabilities that may occur in respect of its management of the Fund (the Liability Amendment); and

(b) allow the Trustee to terminate the Fund for commercial or operational reasons (the Termination Amendment).

E The Trustee believes that the amendments made under this Deed will not reduce or adversely affect the rights of any Member in relation to an Accrued Benefit or any amount of any Accrued Benefit payable to any Member or Beneficiary in the Fund.

6447:SCML Trust Deed Amendments for SSMF and FQRS:135090 1

1 Definitions and interpretation

The words and phrases which are defined in the Trust Deed and which are used in this Deed have the same meaning in this Deed as in the Trust Deed.

2 Amendment of Trust Deed

Pursuant to the power conferred on the Trustee by Clause 20 of the Trust Deed and the Relevant Law, the Trustee hereby alters, modifies, adds to and deletes from the provisions of the Trust Deed as follows:

2.1 Liability Amendment

inserting the following as the new Clause 8A of the Trust Deed:

8A TRUSTEE'S LIABILITY TO BE LIMITED

8A. 1 Limitation of Liability

Subject to the Relevant Law, the Trustee is not liable in respect of any action taken or thing suffered by the Trustee in reliance upon any notice, resolution, direction, consent, receipt, affidavit, statement or other paper or document reasonably believed after appropriate enquiry by the Trustee to be genuine and to have been passed or signed by the proper parties.

8A. 2 Payment of Taxes etc

Subject to the Relevant Law, the Trustee shall not be liable for any payments made by the Trustee in goodfaith to any duly authorisedfiscal authority of the Commonwealth of Australia or any State or Territory thereoffor taxes or other charges upon a Fund (or the Assets comprised therein) or with respect to any transaction under this Deed.

8A.3 Restrictions on Members

No Member in the Fund may lodge any caveat against any real property forming part of the Fund or interfere with or question the exercise or non-exercise by the Trustee of any of the powers, authorities or discretions conferred on it by this Deed or in respect of such property.

8A.4 Trustee's Indemnity in Respect of Authorised Investments and Borrowed Money

Should the Trustee purchase for the Fund any Asset at the direction of a Member or borrow moneys in regard to which there is a liability in respect of calls, instalments, contributions, interest or the repayment of any moneys, the Trustee shall have a right of indemnity from the Fund in respect of any such liability or repayment.

8A.5 No Limitation for Neglect etc

Nothing in this clause shall limit the liability of the Trustee for neglect, default, breach of duty or breach of trust.

6447:SCML Trust Deed Amendments for SSMF and FQRS:135090_1

2.2 Termination Amendment

inserting the following as the new Clauses 27 and 28 of the Trust Deed:

27. TERMINATION OF FUND

27.1 Trustee may wind up Fund

a) The Trustee may wind up the Fund if legislation is enacted having the effect in the opinion of the Trustee of materially diminishing the amount of income of the Fund available for allocation to the Members of the Fund..

b) The Trustee may wind up the Fund if in the opinion of the Trustee, the assets of the Fund or the number of Members of the Fund are insufficient to render the Fund commercially viable.

27.2 Notice of Termination

a) The Trustee may terminate the Fund by notice in writing to the Members of the Fund.

b) The notice must include:

the fact of termination of the Fund;

the reason for termination;

the date of termination;

information about preservation of benefits under the Relevant Law; and

ii.

in.

iv.

if relevant, a request to instruct the Trustee as to where it should transfer any preserved benefits.

v.

27.3 Arrears of Contributions and other actions

In relation to the termination of the Fund under this clause 27, the Trustee must:

call for any arrears of Contributions owing to the terminating Fund;

not, except in the case of contributions received in response to a call, accept further Contributions to the terminating Fund; and

pay all expenses associated with termination; and

after payment of termination expenses, if the Trustee maintains an expense reserve account, distribute the balance of the expense reserve account to each applicable Member Account in a fair and equitable manner determined by the Trustee.

a)

b)

c)

d)

6447:SCML Trust Deed Amendments for SSMF and FQRS:135090_1

28. PROVISIONS RELATING TO TERMINA TION

Upon termination of the Fund the following provisions shall have effect:

28.1 Realisation of Assets

The Trustee shall, subject to the provisions of clause 28.4, sell and realise the Assets of the Fund. So far as reasonably practicable, the sale is to be completed within 180 days after the date of commencement of termination of the Fund.

28.2 Distribution

The Trustee shall upon completion of the realisation of the Assets under clause 28.1 and distribution under clause 27.3(d), distribute the net proceeds and all other cash forming part of those Assets to each relevant Member in proportions which the amount in each relevant Member Account as at the date of termination of the Fund bears to the total of the net proceeds and cash and held by the Trustee for the Fund. The distribution will be made in accordance

(a)

with paragraph (b).

The Trustee shall credit the amounts referred to in paragraph (a) to each relevant Member Account and distribute and pay from those Member Accounts to or in respect of each relevant Member the amount standing to the credit of their respective Member Accounts as follows: (i) after taking into consideration any moneys owing by the Member pursuant

to the rules of the Fund, notify the Member of the proportion of the Assets of the Fund properly attributable to the Member;

(ii) subject to this Deed, the Relevant Law and the receipt of the proceeds of sale of the Assets if any invested in respect of the Member, pay the requisite amount less any applicable fees and charges to:

(b)

(A) the Member; (B) the trustee of any Approved Arrangement; (C) any other person, fund or entity (including any person, fund or entity

permitted by the Relevant Law to receive payments in accordance with this clause).

Without limiting the generality of paragraph (b), the Trustee may satisfy the requirements of that clause by the transfer of Assets in lieu of the payment of cash provided that: (i) no Asset may be transferred pursuant to this clause unless that Asset is an

Asset acquired in accordance with an investment authority given to the Trustee by a Member;

(ii) the value of any Asset so transferred is calculated in accordance with the provisions of this Deed; and

(Hi) all costs incurred by the Trustee or otherwise payable in respect of the transfer of any Asset shall be borne by the Member.

(c)

6447:SCML Trust Deed Amendments for SSMF and FQRS:135090„1

Postponement of Realisation 28.3

The Trustee may postpone the sale, calling in and conversion of any part of the Assets of the Fund for such time as it thinks it desirable and shall not be responsible for any loss attributable to such postponement.

Retention of Outgoings and Liabilities 28.4

The Trustee may retain for as long as it thinks fit such part of the Fund as, in its opinion, may be required to meet any outgoings or liabilities, actual or contingent, in respect of the Fund or any of the Assets comprised therein provided that any Assets so retained, to the extent that they are ultimately found not to be so required, shall remain subject to the trust for conversion and distribution providedfor in clauses 28.1 and 28.2.

Release of Trustee 28.5

Subject to the Relevant Law, upon the termination and distribution of the Fund in accordance with this Deed, the Trustee is released from this Deed and the trusts and provisions of this Deed in relation to the Fund.

Interim Distribution of Entitlements 28.6

Notwithstanding any other provision in this Deed, the Trustee may in relation to the termination of the Fundfrom time to time make such interim distributions to the relevant Members on account of their entitlements under this clause.

3 Effective date

Pursuant to clause 20.3 of the Trust Deed, the amendments set out in this Deed will be effective from the date of this Deed.

4 Confirmation

The Trustee hereby confirms the Trust Deed in all other respects.

6447:SCML Trust Deed Amendments for SSMF and FQRS:135090_1

EXECUTED as a deed poll

^/CoTi'mtnirx'Ou si & , VMl

j ) J j -«V Jvo

1

Signing Page

DATED:

The common seal of N.M. SUPERANNUATION PROPRIETARY LIMITED ACN 008 428 322 was hereunto affixed in accordance with its Constitution in the presence of: v \ Signature of director Signature of̂ Chrdfctor / company ace rotary-

Darryl Mackay Name of director (please print) Name of director / oompany secretary (please print)

6447:SCML Trust Deed Amendments for SSMF and FQRS:135090_1

/

IN Hall&Wilcox Lawyers

Deed for the retirement and appointment of trustee of the Synergy Superannuation Master Fund Synergy Capital Management Limited N.M. Superannuation Proprietary Limited

Level 30 Bourke Place

600 Bourke Street Melbourne Vic 3000

DX 320

Telephone +61 3 9603 3555 Facsimile +61 3 9670 9632 www.hallandwilcox.com.au

Deed for the retirement and appointment of trustee of the Synergy Superannuation Master Fund

Contents

Contents

1 Interpretation 2

Retirement of existing trustee 2 3

3 Appointment of new trustee 3

4 Vesting of Fund 4

Rights, obligations and liabilities of retiring trustee 5 4

6 Covenants by Retiring Trustee 4

7 Covenants by new trustee 5

8 Release and Indemnity

8.1 Release of Retiring Trustee 8.2 Indemnity by New Trustee 8.3 Limitations on Indemnity 8.4 Indemnities by Retiring Trustee

Representations, warranties and acknowledgments

9.1 Warranties of the Retiring Trustee 9.2 Warranties of the New Trustee 9.3 Acknowledgments

Amendment

6

6 6 6 7

9 7 7 7 8

10 8

Costs and stamp duty

11.1 Stamp duty 11.2 Costs

Counterparts

11 8

8 8

12 8

Governing law and jurisdiction

13.1 Governing law 13.2 Jurisdiction of courts

Severability

13 8

8 8

14 8

15 Waiver

15.1 No waiver 15.2 Waiver must be in writing

9 9 9

Signing Page 10

Deed of Retirement and| Deed for the retirement and appointment of trustee of the Synergy Superannuation Master Appointment_ SSMF_ Fund

Deed for the retirement and appointment of trustee of the Synergy Superannuation Master Fund

3 o C T J - A J C 2 0 1 0 Date

Parties

SYNERGY CAPITAL MANAGEMENT LIMITED ACN 062 264 108 of 750 Collins Street, Docklands, 3008 (Retiring Trustee)

N.M. SUPERANNUATION PROPRIETARY LIMITED ACN 008 428 322 of750 Collins Street, Docklands, 3008 (New Trustee)

Recitals

The Synergy Superannuation Master Fund (Fund) is a registrable superannuation entity established by the Trust Deed.

A

The Retiring Trustee is presently the sole trustee of the Fund. B

Clause 5.4 of the Trust Deed states, inter alia: C

(a) Subject to the Relevant Law the Trustee may retire from the Fund within 30 days of appointing a new Trustee.

The Retiring Trustee wishes to appoint the New Trustee as trustee of the Fund as and from the Effective Date and the New Trustee has agreed to execute this Deed to confirm acceptance of its appointment as trustee of

D

the Fund.

The New Trustee is not by virtue of the provisions of the Trust Deed or by law precluded from assuming office as trustee of the Fund.

E

The parties have entered into this Deed to confirm the terms upon which the Retiring Trustee will retire as trustee of the Fund and the New Trustee will be appointed as the new trustee of the Fund.

F

The parties agree

1 Interpretation

Unless the contrary intention appears, the definitions in the Trust Deed are taken to be repeated in this document; and

Defence Costs means reasonable expenses, costs and charges (including legal costs) incurred in the investigation, defence or settlement of any action, suit or proceedings in connection with the Fund.

Effective Date means midnight at the end of 30 June 2010.

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 2 Appointment_ SSMF_ Fund

Fund means the Synergy Superannuation Master Fund established by the Trust Deed.

Fund Liabilities means all costs, charges, damages, expenses, losses. Defence Costs, taxation or other government impost and any other liability and all other claims, demands, causes of action or proceedings of whatsoever nature in relation to the Fund that:

(a) arise before the Effective Date; or

(b) arise after the Effective Date but which relate to the period before the Effective Date,

but not including any liabilities:

(c) for which the Retiring Trustee is not entitled to indemnification at law from the assets of the Fund or under the Trust Deed; or

(d) which are the subject of an accepted claim under the Policy.

Policy means a policy of trustee indemnity insurance taken out by the Retiring Trustee.

Retiring Trustee Representatives means any current or former directors or employees of the Retiring Trustee.

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

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

Superannuation Law means any requirement under the SIS Act, the SIS Regulations, the Occupational Superannuation Standards Act 1987, the Occupational Superannuation Standards Regulations 1987, the Family Law Act 1975, the Corporations Act 2001, the Corporations Regulations 2001, the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, the Financial Sector (Collection of Data) Act 2001, the Financial Institutions Supervisory Levies Collection Act 1998, and any other present or future legislation which the trustee of a registrable superannuation entity must comply with.

Trust Deed means the deed establishing the Fund dated 9 September 1992, as amended.

2 Retirement of existing trustee

(a) The Retiring Trustee will retire as trustee for the Fund as and from the Effective Date.

(b) Subject to any obligation arising under this Deed, the Retiring Trustee will be discharged from further performance of its obligations and duties as trustee for the Fund as and from the Effective Date.

3 Appointment of new trustee

(a) In exercise of the power conferred upon the Retiring Trustee as trustee for the Fund by clause 5.4 of the Trust Deed, the Retiring Trustee appoints the New Trustee as the new trustee for the Fund as and from the Effective Date.

(b) The New Trustee consents to act as trustee for the Fund as and from the Effective Date.

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 3 Appointment_ SSMFJ Fund

4 Vesting of Fund

(a) Subject to clause 4(b), the assets that comprise the Fund will be vested in the New Trustee as and from the Effective Date. For the avoidance of doubt, this deed is not to be read or construed as including or evidencing any agreement to transfer or convey any such assets.

(b) To the extent that legal title to any of the assets that comprise the Fund vest in the Retiring Trustee after the Effective Date, the Retiring Trustee will hold such assets (and any benefit derived from those assets) on trust for the New Trustee, and any liability the Retiring Trustee (or the Retiring Trustee Representatives) may incur in respect of the holding of such assets shall be limited to the extent to which it can be indemnified from those assets.

5 Rights, obligations and liabilities of retiring trustee

(a) Subject to clause 5(b), the rights, obligations and liabilities of the Retiring Trustee as trustee for the Fund will become the rights, obligations and liabilities of the New Trustee, and the Retiring Trustee shall be released from such rights, obligations and liabilities, as and from the Effective Date.

(b) The following rights and liabilities will be rights and liabilities of the Retiring Trustee as and from the Effective Date:

(i) any right of the Retiring Trustee to be paid fees for the performance of any functions before it ceased to be trustee of the Fund;

(ii) any right of the Retiring Trustee to be indemnified for expenses it incurred before it ceased to be trustee of the Fund; and

(iii) any liability for which the Retiring Trustee could not have been indemnified out of the Fund if it had remained the trustee of the Fund (including where there are insufficient assets in the Fund to meet any right of indemnity), but without limiting:

(A) the rights of the Retiring Trustee and the Retiring Trustee Representatives to exercise any other right of indemnity available to it under the Trust Deed or the law generally; or

(B) the rights of the Retiring Trustee and the Retiring Trustee Representatives to seek any relief available at law or under statute in respect of such a liability including pursuant to section 67 of the Trustee Act 1958 (Vic).

6 Covenants by Retiring Trustee

(a) The Retiring Trustee covenants that it will, prior to the Effective Date:

notify the New Trustee as soon as practicable after becoming aware of any Fund Liabilities;

0)

(ii) provide the New Trustee with all reasonable assistance necessary in defending or recovering any Fund Liabilities, including the completion of any

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 4 Appointment_ SSMFJ Fund

documentation required for processing the payment of the Fund Liabilities and pursuing any third parties for Fund Liabilities owed to the Fund;

(iii) take such steps as are reasonably open to the Retiring Trustee or the Retiring Trustee Representatives to mitigate any Fund Liabilities that arose before the Effective Date or that may arise after the Effective Date where they are attributable to the actions or omissions of the Retiring Trustee or the Retiring Trustee Representatives;

(iv) not admit liability for or settle any Fund Liability or incur any Defence Costs in connection with any Fund Liability without the written consent of the New Trustee (which consent will not be unreasonably withheld);

(v) do all things necessary to transfer legal title to the assets of the Fund to the New Trustee (or its nominee);

(vi) sign all documents in respect of the Fund including but not limited to assigning or novating any contracts to the New Trustee (or its nominee); and

(vii) do all things necessary to enable the New Trustee to assume and carry out its duties as trustee for the Fund on and from the Effective Date, including but not limited to transferring any books, records or accounts in its possession or under its control in relation to the Fund,

as reasonably required by the New Trustee.

(b) The Retiring Trustee will be entitled to be indemnified from the Fund for any reasonable costs and expenses it incurs in complying with clause 6(a) of this Deed.

7 Covenants by new trustee

The New Trustee covenants that it will:

(a) do all things to transfer legal title to the assets of the Fund to the New Trustee (or its nominee);

(b) sign all documents in respect of the Fund; and

(c) do all things to enable the Retiring Trustee to retire as trustee of the Fund as and from the Effective Date,

as reasonably required by the Retiring Trustee; and

(d) as and from the Effective Date:

(i) be bound by and observe and administer the trust powers, discretions and obligations conferred by the Trust Deed as if it were named in the Trust Deed as the trustee of the Fund; and

(ii) comply with the requirements of Superannuation Law in relation to acting as trustee of the Fund;

(iii) subject to the law, upon receiving written request, promptly give the Retiring Trustee and any Retiring Trustee Representatives access to the books, documents and records of the Fund relating to the period up to the Effective

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 5 Appointment_ SSMFj Fund

Date which are in the possession or under the control of the New Trustee as reasonably required for the purposes of defending any claim made against that person in relation to the Fund.

8 Release and Indemnity

8.1 Release of Retiring Trustee

Subject to the terms of this Deed, the New Trustee releases the Retiring Trustee and each of the Retiring Trustee Representatives from all covenants and obligations under the Trust Deed from the Effective Date.

8.2 Indemnity by New Trustee

Subject to this clause 8, the New Trustee in its capacity as trustee of the Fund (and not in its personal capacity), agrees to indemnify and to keep indemnified the Retiring Trustee and each of the Retiring Trustee Representatives against the Fund Liabilities. The indemnity under this clause 8.2(a) does not apply to a Fund Liability that arises because the Retiring Trustee fails to comply with any requirement in clause 6.

The New Trustee will use its best endeavours to ensure that its successor as trustee of the Fund (including if the Fund's members and assets are transferred to another superannuation fund) will indemnify the Retiring Trustee and each of the Retiring Trustee Representatives against Fund Liabilities on the same terms as provided under this Deed.

(a)

(b)

Nothing in this Deed affects any rights of indemnification of the New Trustee or its directors or employees out of the assets of the Fund, or any release provided to any such person, under the Trust Deed or at law.

(c)

Unless required by law, the New Trustee will not amend the Trust Deed or do any other act to reduce or otherwise limit the rights of indemnification under the Trust Deed or at law of the Retiring Trustee or of the Retiring Trustee Representatives.

(d)

8.3 Limitations on Indemnity

The indemnity granted under clause 8.2 is:

given by New Trustee in its capacity as trustee of the Fund (and not in its personal capacity);

(a)

conditional upon all of the assets of the Fund being transferred to the New Trustee or its custodian;

(b)

limited to the amount of the Assets at the relevant time (being the assets of the Fund on the Effective Date adjusted by contributions or roll-overs to the Fund, by investment earnings on the assets of the Fund, by transfers from the Fund, benefit payments to Fund members, and expenses and taxes attributable to the Fund) and to the extent it can be satisfied from the assets of the Fund;

(c)

to the extent permitted by law, subordinated in priority to any claim by the New Trustee on the assets of the Fund; and

(d)

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 6 Appointment_ SSMFj Fund

not applicable to the extent that the Retiring Trustee or the Retiring Trustee Representatives intentionally or recklessly do anything or intentionally or recklessly fail to do anything that prejudices their rights in relation to the relevant liability.

(e)

8.4 Indemnities by Retiring Trustee

(a) The Retiring Trustee shall indemnify the New Trustee, its directors and officers against all costs, expenses, losses and liabilities incurred by them in connection with any act or omission of the Retiring Trustee prior to the Effective Date, which indemnity shall be limited to the extent that the New Trustee is not indemnified in respect of such costs, expenses, losses and liabilities whether out of the Fund, by its insurer or otherwise.

(b) The indemnities granted by the Retiring Trustee under this clause 8.4 shall extend to any costs, expenses, losses and liabilities incurred by the New Trustee in circumstances where the New Trustee has reasonably relied on information or data provided by or on behalf of the Retiring Trustee which is incomplete or inaccurate.

9 Representations, warranties and acknowledgments

9.1 Warranties of the Retiring Trustee

The Retiring Trustee represents and warrants to the New Trustee that, as at the date of this Deed:

(a) it has the necessary authority and power to enter into and perform its obligations under this Deed;

(b) to the best of its knowledge and belief, the disclosures, books, documents and other information provided to the New Trustee is a complete and accurate record of the Fund's affairs; and

(c) to the best of its knowledge and belief, the Trust Deed as in force at the date of this Deed is a complete and accurate record of the governing rules of the Fund.

9.2 Warranties of the New Trustee

The New Trustee represents and warrants to the Retiring Trustee that, as at the date of this deed:

(a) it has the necessary authority and power to enter into and perform its obligations under this Deed;

(b) it is a constitutional corporation, as defined in the SIS Act;

(c) it is an independent trustee in relation to the Fund for the purposes of the SIS Act;

(d) neither it nor its directors or officers are disqualified persons for the purposes of the SIS Act; and

(e) it possesses all approvals, licences and registrations necessary to enable it to act as trustee of the Fund.

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 7 Appointment_ SSMFJ Fund

9.3 Acknowledgments

Each party acknowledges that it:

(a) enters into this Deed voluntarily and on the basis of its own information and investigations;

(b) has fully read and agrees with the terms and conditions of this Deed;

(c) has obtained, or had the opportunity to obtain, independent legal and financial advice on the nature and effect of this Deed; and

(d) fully understands the nature and effect of this Deed.

10 Amendment

This Deed may only be altered or varied in writing signed by each party.

11 Costs and stamp duty

11.1 Stamp duty

The New Trustee, as the trustee of the Fund, must pay all stamp duty (including any fines and penalties relating to a failure to pay stamp duty) which is payable on or relating to the execution of this Deed and any instrument executed in accordance with this Deed.

11.2 Costs

The Retiring Trustee is entitled to be indemnified out of the Fund in respect of its reasonable costs of negotiating, preparing and executing this Deed and any instrument executed in accordance with this Deed.

12 Counterparts

This Deed may be executed in any number of counterparts. All counterparts, taken together, constitute one deed.

13 Governing law and jurisdiction

13.1 Governing law

This Deed is governed by the law in force in Victoria.

13.2 Jurisdiction of courts

The parties submit to the non-exclusive jurisdiction of courts of Victoria including the Federal Court sitting in Victoria and any courts that may hear appeals from those courts about any proceedings in connection with this Deed.

14 Severability

If any provision of this Deed is:

(a) void;

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 8 Appointment_ SSMF_ Fund

(b) voidable by a party;

(c) unenforceable; or

(d) illegal.

it is to be read down so as to be valid and enforceable or, if it cannot be read down, the provision is or, where possible, the offending words are to be severed from this Deed without affecting the validity or enforceability of the remaining provisions (or parts of those provisions) of this Deed.

15 Waiver

15.1 No waiver

If a party:

(a) fails to exercise any right given by or under this Deed;

(b) permits a relaxation or indulgence to another party; or

(c) does not exercise any right fully or at a given time,

then that is not a waiver of that right, and the party may still exercise it later.

15.2 Waiver must be in writing

A provision of this Deed or a right created under it, may not be waived except in writing signed by the parties to be bound.

EXECUTED as a deed.

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 9 Appointment_ SSMFj Fund

Signing Page

DATED: 2 0 o

EXECUTED by SYNERGY CAPITAL ) MANAGEMENT LIMITED ACN 062 264 ) 108 under section 127 of the Corporations Act, ) 2001: )

)

efe-v* s

Si] e of Director Signature of BnesiBr/Company Secretary

Heather-Ann Morris an Campbell Name of Director (block letters) Nam •/Company Secretary (block letters)

The Common Seal of N.M. SUPERANNUATION PROPRIETARY LIMITED ACN 008 428 322 is affixed in accordance with its constitution in the presence

A / / ZO'O

Wu Signature of Director Signature of Directol ipan}' Secretorj'

Darryl MacKay Name of Director (block letters) Name of Director/Company Soorotapy (block letters)

Deed of Retirement and Deed for the retirement and appointment of trustee of the Synergy Superannuation Master 10 Appointment_ SSMFj Fund

Hall&Wilcox Lawyers

Supplemental Deed Synergy Superannuation Master Fund Synergy Capital Management Limited ACN 062 264 108 (Trustee)

Level 30 Bourke Place

600 Bourke Street Melbourne Vic 3000

DX 320

Telephone +61 3 9603 3555 Facsimile +61 3 9670 9632 www.hallandwilcox.com.au

YZB 9 4 6 8 7 3 4

Supplemental Deed Synergy Superannuation Master Fund

Contents

Contents

1 Defini t ions and interpretat ion 2

2 Amendment of Trust Deed

2.1 Income Amendment 2.2 Compensation Amendment

Effective date

2

3 3

3 3

4 Conf i rmat ion 3

Signing Page 4

Supplemental Deed Synergy Superannuation Master Fund

© Hall & Wilcox 2342388_1.DOC

Supplemental Deed Synergy Superannuation Master Fund

2010 Date

Party

Synergy Capital Management Limited ACN 062 264 108 of 750 Collins Street, Docklands.Victoria (Trustee)

Recitals

By trust deed dated 9 September 1992. as amended from time to time (Trust Deed), a snperanniiation fund known as "Synergy Superannuation Master Fund" was established (Fund).

A

The Trustee is the trustee of the Fund. B

Clause 20 of the Trust Deed provides as follows;

"20.1 General Power of Amendment C

Subject to the provisions of this Clause 20, the Trustee may at any time and from time to time by deed or by written declaration or by resolution of the directors of the Trustee amendJ delete from or all to all or any of the provisions contained in this Deed including the provisions of this Clause 20 PROVIDED THAT any such amendment deletion or addition is in accordance with the re!e\,ant requirements of a Relevant Law.

And PROVIDED FURTHER TH4T no such alternation, addition or deletion shall reduce or prejudice the Benefits secured to a Member pursuant to this Deed in respect of contributions paid in respect of the Member to the date of such alteration unless:

the reduction is required because of and does not exceed the value of, any tax payable on the taxable income of the fund; or

<*)

b) the. reduction is required to enable the fund to comply with the Relevant Law; or

the consent of the Member, and if the benefits are subject to a payment split in accordance with the Reto-ant Law, of the Non-Member Spouse, whose rights are affected are first obtained; or

c)

d) the written approval of the Regulator is obtained.

[20.2 Amendments to Secure Favourable Tax Treatment]

20.3 Effective Date of Amendments

Subject to the foregoing provisions of this Clause, any amendment, deletion or addition wade pursuant to Clause 20.1 or 20.2:

© Hall & Wilcox 2342388_1.DOC

Supplemental Deed Synergy Superannuation Master Fund

1

Supplemental Deed Synergy Superannuation Master Fund

shall come into force on the making of the deed, written declaration or resolution (as the case may be) and shall take effect as from that date or as from such earlier or later date as may be specified for that purpose in the said deed, written declaration or resolution; and

for the time being in force shall be of the same validity as if it had been originally contained in this Deed and may in like manner be amended, deleted from or added to.

b)

20.4 Notification to Members

The Trustee shall in accordance with the relevant requirements of any RelevaJit Law notify each Member and each Non-Member Spouse whose Member-Spouse's benefits are subject to a payment split in accordance with the Relevant Law of any amendment, deletion or addition made pursuant to Clauses 20.1 or 20.2 and all members and Non-Member Spouses shall be bound thereby. No accidental failure or omission to give any such notification shall prejudice or invalidate the relevant amendment, deletion or addition.

D The Trustee wishes to amend the Tmst Deed pursuant to the power granted to it in clause 20 of the Trust Deed in order to;

(a) clarify the manner in which the Trustee allocates income (the Income Amendment); and

(b) allow the Trustee to allocate compensation to member accounts (the Compensation Amendment).

E The Trustee believes that the amendments made under this Deed will not reduce or adversely affect the rights of any Member in relation to an Accrued Benefit or any amount of any Accrued Benefit payable to any Member or Beneficiary in the Fund.

1 Def ini t ions a n d interpretat ion

The words and phrases which are defined in the Trust Deed and which are used in this Deed have the same meaning in this Deed as in the Tmst Deed.

2 A m e n d m e n t of T rust Deed

Pursuant to the power conferred on the Trustee by Clause 20 of the Trust Deed and the Relevant Law, the Trustee hereby alters, modifies, adds to and deletes from the provisions of the Tmst Deed as follows;

Supplemental Deed Synergy Superannuation Master Fund

2 © Hall & Wilcox 2342388_1.DOC

Supplemental Deed Synergy Superannuation Master Fund

2.1 Income Amendment

deleting clause 6.4(e) of tlie Trust Deed in its entirety.

2.2 Compensation Amendment

inserting the following as the new Clause 7.12 of the Trust Deed:

"7.12 Power to Compensate

The Trustee may do all such acts and things and sign all documents it considers expedient or necessary to compensate Members or former Members, including (hut not limited to) payment of any amount to any third party, including (but not limited to) a charity, in respect of any Member or former Member. "

3 Ef fect ive date

Pursuant to clause 20.3 of the Trust Deed, the amendments set out in this Deed will be effective from the date of tliis Deed.

4 Conf i rmat ion

The Trustee hereby confirms the Trust Deed in all other respects.

EXECUTED as a deed poll

Supplemental Deed Synergy Superannuation Master Fund

3 © Hall & Wilcox 2342388_1 DOC

Supplemental Deed Synergy Superannuation Master Fund

Signing Page

DATED:

EXECUTED by SYNERGY CAPITAL MANAGEMENT LIMITED ACN 062 264 108 in accordance with the Corporations Act

2001 by being signed by the following officers:

Signature of dsector / company secretary

Heather-Ann Morris _ Signatiu'^of director

Ian Campbell Name of director / company secretary (pleasepnnt) Name of director {pleasepnnt)

© Hall & Wilcox 2342388 1.DOC

Supplemental Deed Synergy Superannuation Master Fund

4

Consolidated Trust Deed Synergy Superannuation Master Fund

Trustee: Synergy Capital Management Limited (ABN 19 062 264 108)

Last consolidated: up to and including Deed of amendment dated 24 September 2007.

Comprising:

Trust Deed dated 9 September 1992, as amended by:

Supplemental Deed dated 1 July 1994 and signed by Synergy Capital Management Limited as Trustee;

Supplemental Deed dated 20 February 1995 and signed by Synergy Capital Management Limited as Trustee;

Supplemental Deed dated 6 August 1998 and signed by Synergy Capital Management Limited as Trustee;

Deed of Amendment dated 26 May 1999 and signed by Synergy Capital 4. Management Limited as Trustee;

Deed of Amendment dated 15 June 2000 and signed by Synergy Capital Management Limited as Trustee;

Deed of Amendment dated 30 October 2000 and signed by Synergy Capital Management Limited as Trustee;

Deed of Amendment dated 25 September 2001 and signed by Synergy Capital Management Limited as Trustee;

Deed of Amendment dated 23 December 2002 and signed by Synergy Capital Management Limited as Trustee;

Deed of Amendment dated 1 May 2003 and signed by Synergy Capital Management Limited as Trustee;

Deed of amendment dated 20 October 2005 and signed by Synergy Capital Management Limited as Trustee;

6.

8.

9.

10.

ME_74431037_2 (W2003)

Deed of amendment dated 12 April 2006 and signed by Synergy Capital Management Limited as Trustee; and Deed of amendment dated 24 September 2007 and signed by Synergy Capital Management Limited as Trustee.

11. 12.

ME_74431037_2 (W2003)

TABLE OF CONTENTS

1. INTERPRETATION 1 1 General

Headings and Table of Contents. Defined Terms References to Relevant Law References to Legislation Determination of Disputes Governing Law Perpetuity Period does not apply

1.1 1 1.2 1 1.3 1 1.4 2 1.5 2 1.6 2 1.7 2 1.8

1A. INTERACTION WITH THE RELEVANT LAW 2

2. DEFINITIONS 3

3. PURPOSES OF THE FUND 11

11 4. FUND 11 Constitution of the Fund

Establishment of Plans Acquiring and Allocating of Assets

4.1 11 4.2 12 4.3

5. APPOINTMENT AND REMOVAL OF TRUSTEES 12 12 The Trustee

Appointment to conform with law Compulsory Retirement Voluntary Retirement Appointment of new Trustee pursuant to Clause 5.4(a) Release of the Retiring Trustee

5.1 12 5.2 12 5.3 12 5.4 12 5.5 13 5.6

6. ADMINISTRATION 13 13 Management and Administration

6.2 Expenses 6.3 Commission 6.4 Remuneration 6.5 Agents 6.6 Records and Statistics 6.7 Accounts and Reports 6.8 Confidential Information 6.9 Receipts 6.10 Information to Members 6.11 Planner Fees

6.1 13 15 15 16 16 16 16 17 17 17

7. TRUSTEE'S POWERS 17 17 Committees

Contracts... 7.1

17 7.2

ME_74431037_2 (W2003)

18 Power to effect policies Bank accounts Power to borrow Power to Deduct Taxes Powers and Discretions Delegation by Trustee Legal Proceedings Arbitration Trustee may act on advice

7.3 18 7.4 18 7.5 18 7.6 19 7.7 19 7.8 20 7.9 20 7.10 20 7.11

8. TRUSTEE'S INDEMNITY 20 20 Indemnity

Lien Extent of Indemnity.. Insufficiency of Fund Liability of Delegates. Overriding Provision

8.1 20 8.2 20 8.3 21 8.4 21 8.5 21 8.6

9. AUDITOR 21 21 Appointment

Remuneration Access to Records Reports

9.1 21 9.2 21 9.3 21 9.4

10. INVESTMENTS 22 22 10.1 Investment of Fund Money

10.2 Pooled Investments Permitted 10.3 Investments in other products of the Trustee 10.4 Underwriting Powers 10.5 Custodian Trustees & Investment Managers 10.6 Additional Powers relating to Investments.... 10.7 Member Investment Choice

22 22 22 22 23 23

11. ADMISSION 11.1A Application 11.1 Applications for Membership 11.2 Application to Join as Standard Employer-Sponsor 11.3 Commencement of Membership 11.4 Trustee can refuse to accept Applications 11.5 Cessation of Membership

23 23 23 24 24 24 24 25 11.6 Cooling Off.

12. INFORMATION TO TRUSTEE 25 25 12.1 Medical Examinations

12.2 Misleading Statements 12.3 Information to Trustee and Confidentiality

26 26

13. ACCOUNTS AND VALUATION 26 26 13.1 Member Accounts

13.2 Credits to Member Accounts ... 13.3 Debits from Member Accounts 13.4 Other Accounts

26 27 27

ME_74431037_2 (W2003)

27 Valuation of the Assets of the Fund 13.5

14. GENERAL PROVISIONS GOVERNING BENEFITS 28 28 Overriding Provision Relating to Benefits

Rights to benefits Claims for benefits Insured benefits Adjustment to Insured Benefits Benefits Strictly Personal Debts or Misconduct Premature Release of Benefits Interest on Unpaid benefits Proofs Currency Benefits Paid in Advance

14.1 29 14.2 29 14.3 29 14.4 30 14.5 30 14.6 31 14.7 31 14.8 32 14.9 32 14.10

14.11 14.12

32 32

15. SPECIFIC REQUIREMENTS GOVERNING BENEFITS 33 33 Requirement for Preservation

Voluntary Payment of Unrestricted Benefits 15.1

34 15.2

34 16. BENEFITS ON DEATH 34 16.1 Payment of Benefits on Death of a Member

16.2 Nominated Dependants 16.2A Binding Death Benefit Nominations 16.3 Ascertaining Dependants 16.4 Application of Unpaid benefits 16.5 Beneficiary under Legal Disability 16.6 Discharge of Trustee

35 35 36 36 37 38

38 17. PENSION BENEFITS 38 Pension Benefits

Establishment Conditions Pension Accounts Transfers to the Pension Account of a Member Frequency of Payment Changing Frequency of Payment Minimum Annual Payment Selecting Pension Level Notification of minimum/maximum payments Selection of Pensions Payments Amount of Payments where amount not selected Commutation Trustee may set limits on the amount of pension commuted Amount of Lump Sum payments on Full Commutation Amount of Lump Sum payments on Partial Commutation.. Termination of Pension Pension Payments on the Death of a Member Powers of Beneficiary Pension Payments cannot be used as Security

17.1 38 17.2 38 17.3 39 17.4 39 17.5 39 17.6 39 17.7 39 17.8 39 17.9 40 17.10

17.11 17.12 17.13 17.14 17.15 17.16 17.17 17.18 17.19

40 40 40 40 41 41 41 41 41

17A. TERM ALLOCATED PENSION BENEFITS 41

ME_74431037_2 (W2003)

41 17A.1 Term Allocated Pension Benefits 17A.3 Termination of Term Allocated Pension 17A.4 Selecting Pension Level 17A.5 Changing Pension Payments 17A.6 Nomination of Reversionary Beneficiary 17A.7 Pension Payments on the Death of a Member where there is a

Reversionary Beneficiary 17A.8 Death of a Reversionary Beneficiary 17A.9 Pension Payments on the Death of a Member where there is no

Reversionary Beneficiary 17A.10 Limitations of Term Allocated Pension Payments

42 42 42 43

43 43

43 43

18. PROVISIONS REGARDING CONTRIBUTIONS 44 44 Limit of Contributions

Commencement and Termination of Contributions by Members and Contributors Employer Contributions Member Contributions Contributions by Contributor Circumstances where the Trustee must refuse to accept contributions 45 Unpaid Contributions Late Contributions and Non-Payment Additional Contributions Return of improperly accepted contributions Deduction of Contributions Automatic Deduction of Contributions Contribution Splitting

18.1 18.2

45 45 18.3 45 18.4 45 18.5

18.6 46 18.7 46 18.8 46 18.9 46 18.10

18.11 18.12 18.13

47 47 47

19. TRANSFERS TO AND FROM APPROVED ARRANGEMENTS 48 48 Transfers to Approved Arrangements

Unclaimed Money and Approved Arrangements Transfers from Approved Arrangements Conditions

19.1 48 19.2 49 19.3 49 19.4

49 20. AMENDMENT OF DEED 49 20.1 General Power of Amendment

20.2 Amendments to Secure Favourable Tax Treatment 20.3 Effective Date of Amendments 20.4 Notification to Members

50 50 50

.Si 21. MISCELLANEOUS 51 21.1 Powers of Employer not Affected

21.2 Employers not Fiduciary 21.3 Employment Dates 21.4 Appointment of Receiver

51 51 551

552 22. NOTICE 52 22.1 Methods of Notice

22.2 Additional Methods of Notice 22.3 Deemed Notice

52 52

23. COMPLAINTS AND ENQUIRIES PROCEDURES 553

ME_74431037_2 (W2003)

53 24. [DELETED]

25. STATUTORY FINANCIAL MANAGEMENT OF FUND 53

53 26. FAMILY LAW 53 Trustee's Powers

Non-Member Spouse 26.1

54 26.2

ME_74431037_2 (W2003)

1

PROVISIONS OF TRUST DEED

INTERPRETATION

General 1.1

In the interpretation of this Deed, unless the context otherwise requires or the contrary intention appears:

( a ) words importing the singular number shall include the plural number and vice versa;

(b) words importing one gender shall include the other genders;

(c) a reference to a person shall include a body corporate, any other entity recognised at law, a partnership and any other group or organisation of persons; and

(d) references to this Deed or to any provisions of this Deed shall be deemed to be references to this Deed or to such provisions as amended, deleted from or added to and for the time being in force.

Headings and Table of Contents 1.2

Headings, marginal notes and the Table of Contents are for ease of reference only and shall not affect the construction or interpretation of this Deed.

Defined Terms 1.3

The first letter of words and expressions defined in this Deed are indicated by capital or lower case letters for convenience only and the absence of a capital or lower case letter shall not alone imply that the word or expression is used with a meaning different from that given by its definition.

References to Relevant Law 1.4

The extent to which this Deed and the Fund generally must comply with the requirements of a Relevant Law is governed by Clause 1A and accordingly:

(a) notwithstanding that for ease of interpretation an individual provision (the "relevant provision") of this Deed includes, or is subject to, the requirements of a Relevant Law by express reference (the "specified provision"), the relevant provision may also include, or be subject to, another requirement of the Relevant Law or another Relevant Law and the express reference to the specified provision shall not of itself result in a contrary inference; and

ME_74431037_2 (W2003)

2 (b) a provision of this Deed not being a specified provision may be subject to a

Relevant Law or a requirement of a Relevant Law even though the said provision does not specifically refer to such Relevant Law or requirement.1

References to Legislation 1.5

A reference to any legislation or a provision of any legislation includes any regulations, modification orders or declarations, enforceable determinations, class orders, guidelines, rulings and other instruments issued under it and any consolidations, amendments, re-enactments or replacements of any of them.2

Determination of Disputes 1.6

If any question shall arise regarding the construction or meaning of this Deed or as to the rights or obligations of a Member, Employer or any other person hereunder, then (except to the extent otherwise expressly provided in this Deed) the decision of the Trustee shall be final, conclusive and binding on all interested persons.

Governing Law 1.7

This Deed shall be governed by the laws of Tasmania.

Perpetuity Period does not apply 1.8

In accordance with section 343 of the Supervision Act the rules of law relating to perpetuities do not apply to this trust. If for whatever reason the rules of law relating to perpetuities do apply to this Trust, the Trust will terminate on the day immediately preceding the twenty first anniversary of the date of death of the last survivor of the descendants of His Late Majesty King George VI living at 9 September 1992.

INTERACTION WITH THE RELEVANT LAW 1A.

All the standards, rules and covenants required by the Relevant Law to be included in the governing rules of superannuation funds form part of this Deed, whether or not they are explicitly stated in the Deed. However, if a standard, rule or covenant is no longer required to be included or the Relevant Law does not require it to be complied with, then that standard, rule or covenant ceases to be included by this clause. A standard, rule or covenant included by this clause prevails over any other provision in this Deed which is inconsistent with it.

1A.1

If a provision of this Deed would otherwise be invalid in whole or in part because it subjects the Trustee to direction by another person then the provision is taken not to subject the Trustee to direction by that person but to give the Trustee the power to treat such a direction as a request only.

1A.2

The Deed of Amendment dated 20 October 2005 replaced the reference at the beginning of clause 1.4 to 'Clause 24' with 'Clause 1A'. 2 The Deed of Amendment dated 24 September 2007 deleted and replaced clause 1.5 with effect from 1 July 2007.

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3 If a provision of this Deed would otherwise be invalid in whole or in part because it permits a person to exercise a discretion without the consent of the Trustee then that provision is taken to require the Trustee's consent for the exercise of the discretion.

1A.3

1A.4 The Trustee must comply with the requirements of the Relevant Law and is fully empowered (without being obliged) to comply with any provision or standard of the Relevant Law which is not a requirement.3

DEFINITIONS

In this Deed, unless the context otherwise requires or the contrary intention appears:

"Act" means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth), as applicable.4

"Accrual Period" means the period of one calendar month ending on the first day of each month.

"Administration Fee" means the fee payable to the Trustee pursuant to clauses 6.4(c).5

"Approved Arrangement" means:

(a) a complying superannuation fund within the meaning of the Act;

(b) a complying approved deposit fund within the meaning of the Act;

(c) an annuity which is issued on terms and conditions which comply with the relevant requirements of the Supervision Act in relation to deferred annuities;

(d) an eligible rollover fund within the meaning of the Supervision Act; or

(e) such other fund or annuity or other entity as may from time to time be approved by the Trustee to or from which amounts may, in the opinion of the Trustee, be paid or transferred to or from the Fund in respect of Members without prejudicing the taxation concessions available to the Fund or otherwise causing the Fund to be in breach of, or to fail to comply with, any relevant requirements of a Relevant Law.

"APRA" means the Australian Prudential Regulation Authority established under the Australian Prudential Regulation Authority Act 1998 or any body replacing or succeeding that Authority.

"ASIC" means the Australian Securities and Investments Commission as established under the Financial Sector Reform (Amendments and Transitional Provisions) Act 1998 or any body replacing or succeeding that Commission.

3 Deed of amendment dated April 2006 deleted clause 1A.4 and inserted a new clause 1A.4. 4 The Deed of amendment dated 24 September 2007 deleted and replaced the definition of 'Act' with effect from 1 J5uly 2007. 5 Inserted by Deed of Amendment dated 23 December 2002.

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4 "Assets of the Fund" or "Assets" means all the property held by the Trustee in respect of the Fund under this Trust Deed and all additions or accretions to the Fund arising from any source whatsoever.

"Auditor" means a person who is an approved auditor within the meaning of the Supervision Act, and for any particular purpose under this Deed, "the Auditor" means the person or firm of persons appointed for the time being as Auditor to the Fund pursuant to Clause 9.1.

"Beneficiary" means a person (including a Member) who is presently entitled to receive a benefit from the Fund in accordance with this Deed (including, without limitation, a benefit payable under the Deed as previously in force from time to time).

"Binding Death Benefit Nominat ion" means a nomination by a Member to the Trustee in writing, in accordance with clause 16.2A, specifying the manner in which any benefit payable pursuant to clause 16.1 is to be paid and expressly stating that the nomination is to be binding upon the Trustee.6

"Child" in relation to a Member, means a child being the issue of that Member or of his or her Spouse, an adopted child, an ex nuptial child, a foster child or a ward either of a Member or of a Spouse of a Member or a minor who in the opinion of the Trustee is under the care, custody or control of a Member or Spouse of a Member, and "children" shall have a corresponding meaning.

[Deleted]7

"Complying Annuity" means an annuity acquired by the Trustee on behalf of a Member from a Insurer or as otherwise permitted under the Relevant Law and which satisfies the minimum requirements set down in the Act;

"Contribution Splitting Application" means an application, in the form determined by the Trustee from time to time, made by a Member to the Trustee to roll over, transfer or allot an amount of benefits up to the amount of the splittable contributions (as defined in the SIS Regulations) made for or on behalf of the Member for the benefit of the Member's Spouse, as contemplated by regulation 6.44 of the SIS Regulations.8

"Contributions" means any contribution paid to the Fund by or on behalf of an Employer, a Member or a Contributor and includes any amount transferred to the Fund in respect of a Member or a Standard Employer Sponsor.

"Contr ibutor" means a person other than an Employer or a Member who is entitled to make Contributions to this Fund in respect of a Member under the Supervision Act and from whom the Trustee has agreed to accept contributions.

"Custodian" means a custodian trustee appointed pursuant to the provisions of clause 10.5.

6 Inserted by Deed of Amendment dated 25 September 2001. 7 Definition of 'Compliance Provision' deleted by the Deed of Amendment dated 20 October 2005. 8 Inserted by Deed of amendment dated April 2006 with effect from 1 January 2006.

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5

"Deed" means this Trust Deed.

"Dependant" means in relation to a Member or Beneficiary:

(a) the Spouse or any Child of the Member or Beneficiary; and

(b) any other person who in the opinion of the Trustee is, or in the case of a deceased Member or Beneficiary was at the time of his or her death, wholly or partially dependent on the Member or Beneficiary.

"Eligible Application" means an Eligible Application under the Supervision Act.

"Eligible Employee" means an Employee who is approved for the time being by the Trustee (either generally or specifically) as an Eligible Employee for the purposes of the whole or any particular provision or Part of this Deed.

"Employee" means a person who is in the Service of an Employer otherwise than on a temporary basis and includes a director of the Employer.

"Employer" means:

(a) a Standard Employer-Sponsor; and

(b) any person or persons carrying on business in succession to the Standard Employer- Sponsor,

and in relation to an Employee means the person or persons for the time being employing him or her and in relation to a former Employee means the person or persons by which the former Employee was last employed.

"Entitlement" means an amount (whether in the nature of a benefit or not) which a person is entitled to have paid out from the Fund, or where the context indicates, from another Approved Arrangement;

"Full-time Employment" means gainful employment for 30 hours or more weekly or such greater or lesser period as prescribed from time to time by the Supervision Act;

"Fund" means the superannuation scheme called the Synergy Superannuation Master Fundand, where the context requires, means all moneys and other assets held by or on account of or for the Trustee pursuant to this Deed.9

"Insurer" means any body corporate which carries on life insurance business in Australia as defined in the Life Insurance Act 1995.

"Member" means a person who has been admitted to membership of the Fund as a Member and a Reversionary Beneficiary to whom a Term Allocated Pension has become payable, but does not include:

9 The Deed of amendment dated April 2006 made minor amendments to the definition of 'Fund'.

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6

(a) a person who has died; or

(b) a person in respect of whom all benefits to which that person could have become entitled under the Fund have been paid or have otherwise ceased or been terminated.10

"Membership" means membership of the Fund.

"Member Account" means the account established and maintained in respect of a Member pursuant to this Deed.

"Member-Spouse" means a member spouse as defined under the Relevant Law.11

"Nominated Dependant" means a Dependant of a Member nominated in accordance with Clause 16.2 and references to Nominated Dependants shall be construed as references to the most recent and then current nomination. "Non-Commutable Pension" means a pension that meets the standards of subregulations 1.06(2), (4) or (7) of the SIS Regulations and clause 17 that, where the pension is commuted, the resulting eligible termination payment cannot be cashed except in accordance with clause 17.12.12

"Non-Commutable T e r m Allocated Pension" means a pension that meets the standards of subregulation 1.06(8) of the SIS Regulations and clause 17A that, where the pension is commuted, the resulting eligible termination payment cannot be cashed except in accordance with clause 17A.11(b).13

"Non-Member Spouse" means a non-member spouse as defined under the Relevant Law.14

"Normal Ret i rement Date" means the day on which a Member attains the age of sixty-five (65) years or such other age as is specified in the Supervision Act as being the minimum age at which benefits may be paid to a Member without that Member having retired, or such other age as the Trustee determines and which satisfies the Supervision Act.15

"Ongoing Management Fee" means the fee payable to the Trustee pursuant to clause 6.4(a).16

"Optional Fixed Fee" means a fee deductible from a Member Account pursuant to clause 6.11.17

10 The Deed of amendment dated April 2006 amended the definition of 'Member' by adding the words 'and a Reversionary Beneficiary to whom a Term Allocated Pension has become payable' with effect from 1 July 2005.

Inserted by Deed of Amendment dated 1 May 2003. Inserted by Deed of amendment dated April 2006. Inserted by Deed of amendment dated April 2006. Inserted by Deed of Amendment dated 1 May 2003. The Deed of amendment dated April 2006 made a minor amendment to the definition of 'Normal Retirement

Date'. Inserted by Deed of Amendment dated 23 December 2002. Inserted by Deed of Amendment dated 23 December 2002.

12

13

14

15

16

17

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7

"Optional Variable Fee" means a fee deductible from a Member Account pursuant to clause 6.11.18

"Part- t ime Employment" means gainful employment for 10 hours or more per week but less than 30 hours per week or such other period as may be prescribed from time to time by the Relevant Law.

"Pension Account" with respect to a pension payable to or with respect to a Member, the Member Account designated by the Trustee as the Member Account to which instalments of pension will be debited;

"Plan" means any plan of the Fund as constituted in writing under clause 4.2.

"Planner Fees" means a fee deductible from a Member Account pursuant to clause 6.11.19

"Planner Servicing Fee" means a fee deductible from a Member Account pursuant to clause 6.11.20

"Preservation" means in relation to a benefit or an Entitlement, a requirement that the benefit only be paid out in the restricted circumstances stipulated for the payment of Preserved Benefits;

"Preserved Benefits" has, (subject to the rules of the relevant Approved Arrangement, which require or have the effect of causing certain benefits to be Preserved Benefits where those benefits would otherwise have been classified differently) the same meaning as provided for in the Supervision Act;

"Qualified Values" means a person competent to make a required valuation, recommendation or report in relation to Assets of the Fund.

"Regulator" means either or both of APRA or ASIC or any of their delegates acting in a regulatory capacity for the Trust.

"Relevant Law" means:

(a) the Supervision Act;

(b) the Act;

(c) the Corporations Act 2001 (Cth);

(d) the Family Law Act 1975 (Cth);

(e) the Bankruptcy Act 1966 (Cth); and

18 Inserted by Deed of Amendment dated 23 December 2002. Inserted by Deed of Amendment dated 23 December 2002.

20 Inserted by Deed of Amendment dated 23 December 2002. 19

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8 (f) any other present or future law of the Commonwealth of Australia or any State or

Territory thereof which:

(i) the Fund, this Deed, or the Trustee must comply with or satisfy in order to secure or better secure any concession in respect of any tax or other government impost granted or available to the Fund or in order to avoid what the Trustee may consider to be a relevant penalty, detriment or disadvantage; and

(ii) the Trustee may determine to be a Relevant Law for the purposes of this Deed,

and a reference to "requirement", "relevant requirement" or a similar expression when used in relation to a Relevant Law shall be construed as a reference to the standards or other provisions of the Relevant Law which must be complied with or satisfied in order to secure or better secure such concessions or avoid such a penalty, detriment or disadvantage.21

"Restricted Non-Preserved Benefits" has the same meaning ascribed to that term by the Supervision Act;

"Reversionary Beneficiary" means a Dependant nominated by a Member in a manner approved by the Trustee to receive a Term Allocated Pension after the death of the Member, where the Member has elected to receive all or any portion of the Member's Account by way of a Term Allocated Pension.22

"Service" means:

(a) actual employment with the Employer which includes:

(i) statutory maternity leave;

(ii) any other period which the Trustee agrees shall be included (whether generally or in relation to any particular category or case).

(b) Any other period which the Trustee determines shall be included as Service (whether generally or in relation to any particular category or case and whether or not the Member is actually employed by an employer provided that such determination does not breach a relevant requirement of a Relevant Law.

"SIS Regulations" means the Superannuation Industry (Supervision) Regulations 1994.23

"Spouse" means a person who at the date of death of a Member was in the opinion of the Trustee:

21 The Deed of Amendment dated 24 September 2007 deleted and replaced the definition of 'Relevant Law' with effect from 1 July 2007. 22 Inserted by Deed of amendment dated April 2006 with effect from 1 July 2005. 23 Inserted by Deed of amendment dated April 2006 with effect from 1 January 2006.

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9 (a) legally married to the deceased Member and living with him or her on a

permanent and bona fide domestic basis;

(b) legally married to the deceased Member and in the opinion of the Trustee substantially financially dependent upon him or her; or

(c) not legally married to the deceased Member and in the opinion of the Trustee was a person ordinarily living with the deceased Member as his wife or her husband on a permanent and bona fide domestic basis, and who was nominated as a Spouse by the deceased Member to the Trustee in such form as the Trustee may from time to time decide.

"Standard Employer-Sponsor" has the meaning ascribed to that term by the Supervision Act.

"Superannuat ion Interest" means a superannuation interest under the Relevant Law.24

"Supervision Act" means the Superannuation Industry (Supervision) Act 1993 of the Commonwealth of Australia as amended from time to time and includes any regulations prescribed thereunder.

"Tax" or "Taxes" includes all stamp, financial institutions, registration or other duties, income tax, capital gains tax, bank accounts debits tax and other taxes, levies, imposts, deductions and charges whatsoever (including in respect of any duty imposed on receipts of liabilities of financial institutions any amount paid in respect thereof to another financial institution) together with interest thereon and penalties with respect thereto (if any) and charges, fees or other amounts made on or in respect thereof and including without limitation all amounts imposed by or charged in relation to the Financial Institutions Duty Act 1986 of Tasmania (or any similar or corresponding legislation in any other State or Territory of Australia), the Stamp Duties Act 1931 of Tasmania (or any similar or corresponding legislation in any other State or Territory of Australia), the Bank Accounts Debits Tax Administration Act 1982, the Income Tax Assessment Act 1997 25and the Income Tax Assessment Act 1936 each of the Commonwealth of Australia.

"Term Allocated Pension" means a pension that meets the standards of subregulation 1.06(8) of the SIS Regulations and clause 17A and, for the avoidance of doubt, includes a Non-Commutable Term Allocated Pension.26

"Term Allocated Pension Account" with respect to a Term Allocated Pension payable to or with respect to a Member, the Pension Account designated by the Trustee as the Pension Account to which instalments of Term Allocated Pension will be debited.27

24 Inserted by Deed of Amendment dated 1 May 2003. 25 The Deed of amendment dated 24 September 2007 inserted the phrase ', the Income Tax Assessment Act 1997' with effect from 1 July 2007 26 Inserted by Deed of amendment dated April 2006 with effect from 1 July 2005. Further amendments contained in this Deed, with effect from the date of the Deed, inserted the words 'and, for the avoidance of doubt, includes a Non-Commutable Term Allocated Pension'.

Inserted by Deed of amendment dated April 2006 with effect from 1 July 2005. 27

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10 "Temporary Disablement" in relation to a Member, means where pursuant to this Deed the Trustee has effected a policy of insurance under which insurance is or may become payable in respect of the Member or a group of Members the Trustee shall determine that Temporary Disablement shall have the same meaning as is given to those words (or any expression of similar import) for the purposes of such policy in which event any determination by the relevant Insurer as to whether or not a Member is so disabled in terms of such policy shall be binding on all persons interested for the purposes of this Deed.

"Total and Pe rmanen t Disablement" in relation to a Member, means where pursuant to this Deed the Trustee has effected a policy of insurance under which insurance is or may become payable in respect of the Member or a group of Members the Trustee shall determine that Total and Permanent Disablement shall have the same meaning as is given to those words (or any expression of similar import) for the purposes of such policy in which event any determination by the relevant Insurer as to whether or not a Member is so disabled in terms of such policy shall be binding on all persons interested for the purposes of this Deed.

"Totally and Permanent ly Disabled" shall have a meaning which corresponds to Total and Permanent Disablement.

"Transferable Benefits" means transferable benefits as defined under the Supervision Act.28

"Trust Name" means the Synergy Trust, the Synergy Superannuation Master Fund and/or any other name the Trustee may decide to attribute to the Fund from time to time.

"Trustee" means the trustee for the time being of the Fund whether initial additional or substituted.

"Trustee Expense Recovery" means the amount payable to the Trustee pursuant to clause 6.2(j)29

"Unclaimed Money" has the meaning ascribed to that expression in the Supervision Act.

"Unrestricted Benefits" means:

(a) any of the Entitlements of a Member in the Fund which were or which arise from "unrestricted non-preserved benefits", within the meaning of the Supervision Act, rolled over or transferred or otherwise paid to the Fund; and

(b) any other of the Entitlements of a Member in the Fund which have ceased to be subject to Preservation as provided for in the Deed;

28 Inserted by Deed of Amendment dated 1 May 2003. 29 Inserted by Deed of Amendment dated 23 December 2002.

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11 "Value of the Fund" means the value of the Fund ascertained in accordance with clause 13.5.

"Year of Income" means the year ending on 30 June of each year or any other date as determined by the Trustee from time to time and approved by the Regulator if required.

PURPOSES OF THE FUND

The purposes of the Fund are:

(a) to provide superannuation benefits for Members upon their retirement from the Service or on their having reached the age specified in the Supervision Act as the age at which benefits may be paid to a Member who has not retired from Service, and on the death of Members for their Dependants; and

(b) such ancillary purposes as may from time to time be approved by the Regulator.

4 FUND

Constitution of the Fund 4.1

The Fund shall consist of.

(a) all investments, cash and other assets transferred to the Trustee pursuant to the provisions of this Deed;

(b) all contributions by Members or Contributors pursuant to this Deed;

(c) all amounts contributed or paid by an Employer to the Trustee;

(d) any grants or other gifts, donations, legacies or other benefactions by whomsoever made;

(e) the proceeds of any insurance policy and any bonus paid by an insurer in respect of an insurance policy; and

(f) the income earned by the investments and other assets and by investment of the said contributions, amounts or assets transferred, grants, gifts, donations, legacies and benefactions and any other profit gains or accretions earned or derived therefrom.

Establishment of Plans 4.2

(a) The Trustee may establish one or more Plans within the Fund and set the terms and conditions applying to participation by a Member in each such Plan.

(b) If the terms and conditions of a particular Plan established under clause 4.2(a) are inconsistent with any provision in the Deed then the provisions of the Deed shall prevail unless terms and conditions of the Plan expressly provide to the contrary.

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12 Acquiring and Allocating of Assets 4.3

The Trustee may acquire certain assets or determine that certain assets are held in respect of a particular Plan or in respect of particular Members of a particular Plan in which case those assets shall only be available for the purposes of that Plan or those Members or in respect of liabilities of that Plan or in relation to those Members as the case may be.

APPOINTMENT AND REMOVAL OF TRUSTEES 5.

5.1 The Trustee

The Trustee must be a constitutional corporation as defined in the Supervision Act and must be appointed in accordance with Relevant Law.

Appointment to conform with law 5.2

Any person or combination of persons may only be appointed to the board of the Trustee of the Fund so long as the person's or combination of persons':

(a) appointment to and removal from office is effected in accordance with any relevant requirement of a Relevant Law relating to the composition appointment and removal of trustees; and

(b) holding of such office will not cause the Fund to breach or to fail to comply with any relevant requirement of a Relevant Law.

Compulsory Retirement 5.3

The Trustee must retire as Trustee if:

(a) the Trustee ceases to carry on business;

(b) the Trustee is not, or is no longer, empowered to act as trustee; or

(c) the Relevant Law requires it.

Voluntary Retirement 5.4

(a) Subject to the Relevant Law the Trustee may retire from the Fund within 30 days of appointing a new Trustee.

(b) The Trustee shall on retirement vest or cause to be vested such part of the Fund that is capable of being vested in a new Trustee.

Appointment of new Trustee pursuant to Clause 5.4(a) 5.5

(a) A new Trustee appointed pursuant to Clause 5.4(a) must: be a constitutional corporation as defined in the Supervision Act; (i)

(ii) be appointed in accordance with any other requirements of the Relevant Law; and

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13

(iii) execute a deed in a form as determined by the Trustee whereby the new Trustee shall undertake to all Members (jointly and severally) in the Fund and to the other Trustee to be bound by the responsibilities of the Trustee under this Trust Deed;

(b) The new Trustee shall and may thereafter exercise all the powers and enjoy all the rights and be subject to all the responsibilities of the Trustee under this Trust Deed as fully as if such new Trustee had been originally named as a party to this Trust Deed.

Release of the Retiring Trustee 5.6

Subject to the terms of the Relevant Law, the retiring Trustee shall be absolved and released from all its responsibilities and duties under this Trust Deed relating to the Fund (but not including any antecedent neglect, default or breach of duty of the retiring party) to the extent permitted by law, as and from the date of such retirement.

ADMINISTRATION

Management and Administration 6.1

The general control management and administration of the Fund shall be vested in the Trustee, who shall administer the Fund in accordance with this Deed.

6.2 Expenses

The Trustee is, in addition to the remuneration payable to it under any other provision of this Deed or by law entitled to be reimbursed out of the Fund or deduct from a Member Account30 (whether coming out of income or corpus or both) for and in respect of -

(a) all costs, charges and expenses incurred in connection with the acquisition, registration, custody, disposal of or other dealing with investments of the Fund, including commission, bank charges, valuation fees, legal fees, stamp duty but excluding any incidental expense which is not an out-of-pocket expense or disbursement incurred (by deduction or otherwise) by the Trustee,

(b) the reasonable fees and expenses of the Auditor appointed in accordance with clause 9 in respect of the Fund,

(c) all Taxes any amount in bona fide reimbursement of any such Taxes properly charged to or payable by the Trustee (whether by any taxing authority or any other person) in connection with the Trust on any account whatsoever including (without limitation any Goods & Services Tax payable by the Trustee in respect of the supply of trustee or other services to the Fund,31

30 Inserted by Deed of Amendment dated 23 December 2002. 31 Inserted by Deed of Amendment dated 15 June 2000.

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14 (d) subject always to clause 1A all fees and expenses incurred in raising money for

the Fund including without limitation interest on borrowings and discounts and any fees in respect of bill facilities in respect of the Fund,32

(e) costs of convening and holding any meeting of Members of the Fund and carrying out any directions or resolutions of any such meetings,

(f) stamp duty on cheques in respect of the Fund,

(g) all fees payable to a stock exchange or the Regulator or other regulatory authority.

(h) the fees and expenses of any solicitors, banisters, contractors, actuaries, investment advisers, valuers, accountants and other experts engaged,

(i) all other out of pocket charges, expenses and outgoings reasonably and properly incurred by or on behalf of the Trustee.

The Trustee is entitled to a Trustee Expense Recovery fee being33 an amount equal to the rate of 0.5 per centum per annum of the Value of the Fund on account of the costs, charges and expenses referred to in respect of all of the following paragraphs incurred by the Trustee and to the extent that such costs, charges and expenses exceed that amount the Trustee shall bear the excess and in the event that such costs, charges and expenses are less than the amount specified above, the Trustee is entitled to the amount specified above-

(j)

(i) all costs, charges and expenses of and incidental to the preparation, execution and stamping of this Deed;

(ii) all costs, charges and expenses incurred in relation to the preparation, registration and distribution of the first disclosure material for potential Members or Employees or Employers issued by the Trustee in respect of the Fund and the preparation, registration (if requisite) and distribution of any periodical or other report or document required by law to be prepared in respect of the Fund;

(iii) expenses in connection with the establishment and keeping of accounting records including expenses incurred in calculating the Value of the Fund;

(iv) all other expenses connected with the establishment and administration of the Fund including data processing and bureau expenses and computer experts fees and expenses other than the usual overhead expenses of the Trustee;

(v) costs of postage in respect of all cheques, accounts, distribution statements, notices, reports and other documents posted to all or any Members or Employees or Employers in accordance with the provisions of this Deed; and

32 The Deed of Amendment dated 20 October 2005 replaced the reference to 'clause 24' with 'clause 1A'. 33 Inserted by Deed of Amendment dated 23 December 2002.

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15 (vi) costs of preparing and printing accounts, distribution statements and

cheques in respect of the Fund;

PROVIDED THAT any such costs, charges, fees and expenses shall be reasonable in amount and reasonably and properly incurred. The Trustee shall not be required to account for the costs, charges, fees and expenses in subclause (j).

Commission 6.3

Subject to the provisions of the Supervision Act there shall be deducted by the Trustee from moneys received or lodged by any person who is legally entitled to receive commissions and on which the Trustee is charged commission, brokerage or other fees or charges, an amount equal to such commission brokerage or other fees or charges PROVIDED THAT the amount of such commission, brokerage or other fees or charges shall not exceed, and shall be payable from, the Trustee's remuneration under clause 6.6 and shall not be a charge on nor paid out of the Fund. Subject to the foregoing the Trustee shall be entitled to pay commission, brokerage or other fees or charges calculated on or by reference to the Value of the Fund.

Remuneration 6.4

The Trustee shall be entitled to receive out of the Fund or deduct from a Member Account34 and retain for its own use and benefit remuneration calculated as follows:

an Ongoing Management Fee35 of 1.98% per annum of the Value of the Fund calculated monthly;

a Trustee fee of 0.15% per annum of the Value of the Fund calculated monthly;

an annual Administration Fee36 of $25 0 37or a transaction fee of $6 per transaction and $6 per Member per month all subject to indexation at the rate of increase in the Average Ordinary Time Earnings (persons) as published by the Australian Bureau of Statistics or such lesser rate as selected by the Trustee.

(a)

(b)

(c)

(d) a service charge of six per centum (6%) deducted from the money received in respect of a Member on each occasion on which such money is lodged.

(e) The remuneration payable pursuant to paragraphs (a), (b), and (c) of this clause shall be payable:

(i) in the first instance out of the income of the Fund for the relevant Accrual Period but after all other costs charges and expenses due or accrued in respect of such period, with the residue of such sum (if any) being payable out of the corpus of the Fund; and

(ii) within five (5) Business Days after the end of each Accrual Period.

34 Inserted by Deed of Amendment dated 23 December 2002. 35 Inserted by Deed of Amendment dated 23 December 2002. 36 Inserted by Deed of Amendment dated 23 December 2002.

The words 'payable monthly' deleted by Deed of Amendment dated 23 December 2002. 37

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16 (f) The remuneration of the Trustee payable pursuant to paragraphs (a), (b) and (c)

of this clause shall accrue from day to day. 38

Agents 6.5

(a) The Trustee shall subject to any relevant requirement of a Relevant Law be entitled to appoint as officers or servants of the Fund such persons as the Trustee shall from time to time require for the proper administration thereof and to pay the remuneration and other expenses properly attributable to their employment out of the Fund.

(b) The Trustee may arrange for any company controlled by the Trustee or any person to act as agent of the Trustee for the purpose of receiving contributions payable to the Fund in accordance with this Deed or of paying benefits hereunder or for both purposes upon such terms and conditions (including a condition that the agent shall be required to account to the Trustee regularly at intervals not less frequently than yearly for all such receipts and disbursements) as the Trustee shall consider desirable.

Records and Statistics 6.6

(a) The Trustee shall keep a complete record of all Members and all other matters, information and data necessary or expedient for the proper and efficient working of the Fund and the carrying out of this Deed and for compliance with any relevant requirements of a Relevant Law.

(b) The Trustee shall comply with any relevant requirement of a Relevant Law in relation to the keeping and retention of records.

Accounts and Reports 6.7

(a) The Trustee shall cause proper accounts to be kept showing all the dealings with the Assets of the Fund and shall cause accounts of the Fund made up to the end of each Year of Income to be prepared, and to be audited by the Auditor within such time and in such manner as may be specified in any Relevant Law.

(b) The report of the Trustee shall contain such information (if any) as is required by any Relevant Law.

Confidential Information 6.8

The Trustee both during and after its trusteeship shall regard as strictly confidential all information disclosed to or gained by it in the course of administering the Fund or otherwise in connection with this Deed.

38 A new sub-paragraph (g) was inserted by Deed of Amendment dated 30 October 2000, but was subsequently deleted by the Deed of Amendment dated 23 December 2002.

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17 Receipts 6.9

A receipt of the Trustee given on its behalf for moneys payable to the Fund shall be a sufficient discharge to the person by whom those moneys were paid.

Information to Members 6.10

(a) The Trustee shall comply with any relevant requirements of a Relevant Law in relation to the provision of information and documents (including extracts of documents) to Members and other persons entitled to receive the same.

(b) A copy of this Deed shall be kept at the principal office of the Trustee or such other places as the Trustee may from time to time determine. A Member may inspect a copy of this Deed during normal business hours upon reasonable notice.

6.11 Planner Fees

The Trustee, at the written direction of a Member, is entitled to deduct Planner Fees from the Member's Member Account. The Planner Fees are comprised of the following:

(a) Planner Servicing Fee which shall be determined at the close of business on the last day of each month and shall be up to 1.0% per annum of the Value of the Member Account, charged monthly in arrears; and

(b) Optional Variable Fee which shall be determined at the close of business on the last day of each month and shall be up to 1.5% per annum of the Value of the Member Account; and

(c) Optional Fixed Fee which shall be up to $30,000 per annum.39

TRUSTEE'S POWERS

Committees 7.1

Subject to clause 1A the Trustee may appoint one or more committees on which the Trustee may confer such duties as the Trustee from time to time thinks fit. The members of any such committee shall be removable from office by the Trustee at any time. Any committee so appointed shall at all times and in all things be and remain subject to and conform with the directions of the Trustee. The Trustee shall not be liable for any breach of duty or other wrongful act of any committee or of any member of any committee.40

Contracts 7.2

The Trustee may enter into and execute all contracts, deeds and documents and do all acts, matters and things which the Trustee may deem expedient for the purpose of

39 Inserted by Deed of Amendment dated 23 December 2002. The Deed of amendment dated April 2006 inserted the heading 'Planner Fees'. 40 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'.

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18 securing the benefits to be provided under the Fund and for otherwise effectuating and carrying out the trusts, authorities, powers and discretions conferred upon the Trustee by this Deed.

Power to effect policies 7.3

(a) The Trustee shall have power to effect or take out at the expense of the Fund from time to time one or more term or other policies with one or more Insurers to secure in whole or part any of the benefits payable under the Fund and to continue or renew or arrange for the continuance or renewal of all or any of such policies for such period or periods as the Trustee may think fit.

(b) The Trustee may agree from time to time with the Insurer concerned for any policy to be varied or modified.

(c) The Trustee shall have power to effect or take out at the expense of the Fund from time to time a policy or policies of trustee indemnity insurance on such conditions as the Trustee may think fit.

(d) The Trustee shall have the power to buy or sell insurance policies through any secondary market for those policies.

7.4 Bank accounts

The Trustee may open and operate such bank and other accounts as it thinks desirable, and all cheques and other negotiable or transferable instruments and all receipts for money paid to the Fund shall be drawn, accepted, endorsed or otherwise executed in such manner as the Trustee from time to time determines.

7.5 Power to borrow

The Trustee shall have power whenever it thinks fit in the interests of the Fund to raise or borrow sums of money and secure the repayment of any moneys so raised or borrowed in such manner and upon such terms and conditions as the Trustee thinks fit PROVIDED THAT the Trustee shall comply with the relevant requirements of any Relevant Law in relation to borrowings.

7.6 Power to Deduct Taxes

(a) The Trustee shall have power to:

(i) deduct from any moneys paid into the Fund, any payment made from the Fund or any income or capital of the Fund any amount in respect of any actual or contingent liability for Taxes which the Trustee believes is or may be payable in respect thereof;

(ii) establish reserves or provisions for any future or contingent liability for Taxes;

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19

(iii) transfer, or make other arrangements for any future or contingent liability for Taxes whereby another party pays or provides for all or part of the liability for Taxes of the Fund; or

remit the amount deducted or such other amount as the Trustee thinks fit to the Commissioner of Taxation or other relevant authority as the case requires in accordance with the requirements of the applicable legislation,

in such manner as it considers appropriate.41

(iv)

(b) Subject to any specific provision in the Deed, the Trustee shall have power to debit any account in the books of the Fund with any Taxes as the Trustee considers appropriate.

(c) Without limiting the generality of Clauses 7.7(a) and 7.7 (b) the Trustee shall have power to deduct from any benefit payable under the Fund such amount as the Trustee considers is appropriate in respect of Taxes payable in respect of such benefit. Upon payment to the relevant government or other authority the Trustee shall be released and discharged in respect of the amount so deducted and paid.

Powers and Discretions 7.7

(a) The Trustee in the exercise of the authorities, powers and discretions conferred upon the Trustee by this Deed shall have an absolute and uncontrolled discretion and may exercise or enforce all or any of authorities, powers and discretions from time to time and at any time may refrain from exercising all or any of the same from time to time or at all.

(b) The Trustee may make rules and adopt procedures in relation to:

(i) the calculation, rounding-off and payment of contribution benefits and interest;

(ii) the determination of periods of time; and

(iii) such other matters as it considers appropriate for the convenient administration of the Fund.

Delegation by Trustee 7.8

The Trustee may, subject to the provisions of Clause1A, delegate any trust, authority, power or discretion exercisable by the Trustee (including one which the Trustee may have a duty to exercise or perform and the power of delegation) to any person in such manner and upon such terms and conditions as the Trustee thinks fit. The Trustee may, subject to the provisions of Clause 1A, vary or revoke any such delegation as the

41 Sub-paragraph (a) was deleted and replaced by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007.

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20 Trustee thinks fit and may exercise any power in conjunction with or to the temporary or permanent exclusion of a delegate.42

Legal Proceedings 7.9

The Trustee shall have power to institute, conduct, defend, compound, settle or abandon any legal proceedings by or against the Fund or otherwise concerning the Fund or this Deed generally and also to compound and allow time for payment or satisfaction of any debt due to the Fund and of any claim or demand by or against the Fund.

Arbitration 7.10

The Trustee shall have power but shall not be bound to refer any claims or demands by or against the Fund to arbitration and to observe and perform the awards of any arbitrator given in connection with such arbitration.

Trustee may act on advice 7.11

The Trustee may act on the advice or opinion of any actuary, consultant, claim assessor, barrister, solicitor, broker, accountant, medical practitioner, insurer or other professional person (whether or not such advice or opinion shall have been obtained by the Trustee) and shall not be responsible for any loss occasioned by so acting.

TRUSTEE'S INDEMNITY 8.

Indemnity 8.1

The Trustee and each officer of the Trustee shall subject to any relevant requirement of a Relevant Law be indemnified to the extent of the Fund against all liabilities incurred by it in the execution or attempted execution or arising from the non execution of the trusts, authorities, powers and discretions conferred upon the Trustee by this Deed.

Lien 8.2

The Trustee shall have a lien on and may use any moneys for the time being in its hands for the indemnity specified in Clause 8.1 and generally for the payment of all proper legal and other costs, charges and expenses of administering the Fund or otherwise performing the duties of the Trustee under this Deed.

Extent of Indemnity 8.3

Without affecting the generality of this Clause 8 the indemnity provided by this Clause8 shall apply to any payment made to any person whom the Trustee bona fide believed to be entitled to the same although such person was not entitled to the same or all of the same.

42 The Deed of Amendment dated 20 October 2005 replaced each reference to 'Clause 24' with 'Clause 1A'.

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21 Insufficiency of Fund 8.4

Under no circumstances whatsoever shall the Trustee, the officers of the Trustee or the members of any committee established by the Trustee or any of them be in any way liable or responsible in the event of the Fund proving insufficient for any reason to provide the benefits specified in this Deed or any part of such benefits.

Liability of Delegates 8.5

No Trustee, or person (other than a person acting for a fee) to whom the Trustee may have delegated authority shall be personally liable with respect to the Fund or in respect of the investment, non-investment or loss on investment in the Fund, except in the case of a breach of trust knowingly and intentionally committed by such Trustee or person.

Overriding Provision 8.6

This Clause 8 is subject to Clause 1A. Accordingly, notwithstanding anything expressed or implied to the contrary in the foregoing provisions of this Clause 8 no lien shall be exercised pursuant to this Clause 8 to the extent that in the opinion of the Trustee to do so would or might cause the Fund to breach or to fail to comply with or satisfy any relevant requirement of a Relevant Law relating to liens over benefits.43

AUDITOR 9

Appointment 9.1

Subject to Clause 1A, the Trustee shall appoint an Auditor to the Fund on such terms and for such period as the Trustee thinks fit and the Trustee may remove any Auditor and appoint another person in that person's stead.44

Remuneration 9.2

The Trustee shall be entitled to pay the Auditor's remuneration and other proper expenses out of the Fund.

Access to Records 9.3

The Trustee and each Member shall supply the Auditor with all such accounts and information as the Auditor may from time to time require.

9.4 Reports

The Trustee shall, having regard to any relevant requirement of a Relevant Law, require the Auditor to:

(a) audit the financial statements of the Fund annually in accordance with Clause 6.7(a) or at such other intervals as the Trustee may require; and

43 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'. 44 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'.

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22 (b) prepare such reports as the Trustee may require and deliver them to the

Trustee.

INVESTMENTS 10.

Investment of Fund Money 10.1

Subject to Clause1A, so much of the moneys of the Fund as are not directly required for any other purpose shall as soon as practicable be invested in or upon such investments or property of whatsoever nature and wheresoever situate and whether involving liability or not and whether producing income or not or upon such personal credit with or without security as the Trustee shall in its absolute discretion think fit as if the Trustee were the beneficial owner thereof with power from time to time to sell or get in any such investments or property and to vary or transpose them for other investments or property of the kind hereby authorised.45

Pooled Investments Permitted 10.2

Subject to Clause1A, the Trustee may invest moneys of the Fund in a common pool.46

Investments in other products of the Trustee 10.3

Subject to Clause 1A, the Trustee may invest moneys of the Fund in entities other than the Fund for which the Trustee may be entitled to remuneration.47

Underwriting Powers 10.4

The Trustee may underwrite or sub-underwrite or join with others in underwriting or sub-underwriting the subscription of any of the investments hereunder and may in exercise of the Trustee's powers of delegation under this Clause 10 give to any investment manager appointed under Clause 10 general authority to enter into and carry out underwriting or sub-underwriting agreements and the like whether for the Fund alone or for the Fund in conjunction with other funds and institutions.

Custodian Trustees & Investment Managers 10.5

(a) The Trustee subject to any relevant requirement of a Relevant Law shall have power to appoint from time to time such one or more persons, firms or companies as the Trustee thinks fit to act either as Custodian or investment manager or both subject to such conditions as the Trustee may from time to time determine and may, subject to any relevant requirement of a Relevant Law, delegate to and confer upon each such custodian trustee or investment manager such authorities, powers and discretions as the Trustee thinks fit.

(b) The Trustee subject to any relevant requirement of a Relevant Law shall not be liable or responsible for any act, omission, error of judgment, negligence or breach of trust of any Custodian or investment manager appointed pursuant to

45 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'. 46 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'.

The Deed of Amendment dated 20 October 2005 replaced the reference from 'Clause 24' with 'Clause 1A'. 47

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23 Clause 10.5(a) and shall not be bound to take proceedings against any Custodian or investment manager in respect thereof.

(c) The Trustee shall have power to pay out of the Fund to any Custodian appointed pursuant to Clause 10.5(a) such remuneration for his, her, its or their services as the Trustee considers proper.

(d) The Trustee shall, subject to any relevant requirement of a Relevant Law also have power to remove from time to time any custodian trustee or investment manager appointed pursuant to Clause 10.5(a).

(e) No such Custodian or investment manager appointed pursuant to Clause 10.5(a) shall be entitled to take any part in the proceedings or deliberations of the Trustee.

Additional Powers relating to Investments 10.6

The powers of investment, selling, getting in, variation and transposal referred to in Clause 10.1, 10.2, 10.3 shall be exercised and carried out either by the Trustee or by one or more Custodians or investment managers appointed pursuant to Clause 10.5 or partly by one and partly by the other or others as the Trustee may from time to time determine.

Member Investment Choice 10.7

Subject to Clause 1A, the Trustee may permit Members to exercise a choice between investment strategies on terms and conditions approved by the Trustee.48

ADMISSION 11.

11.1A Application

This Clause 11 applies subject to Clause 26.49

Applications for Membership 11.1

The Trustee may admit a person to Membership:

(a) if the person is eligible for Membership under the Supervision Act and the person applied for Membership pursuant to an Eligible Application; or

(b) if the person is an Eligible Employee, a Standard Employer-Sponsor applied for Membership on behalf of that Eligible Employee in a manner and form required by the Supervision Act; or

(c) in any other circumstances permitted by the Supervision Act.

48 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A' 49 Inserted by Deed of Amendment dated 1 May 2003.

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24 11.2 Application to Join as Standard Employer-Sponsor

( a ) a person may join the Fund as a Standard Employer-Sponsor pursuant to an Eligible Application made by such person to the Trustee or in any other circumstances permitted by the Supervision Act;

(b) an employer will become a Standard Employer-Sponsor of the Fund upon executing such agreements or acknowledgments as the Trustee may require and in such form as determined by the Trustee;

(i) on the date specified by the Trustee; or

(ii) on the date agreed between the Employer Sponsor and the Trustee; or

(iii) if no date is specified or agreed, on the date the Trustee accepts the Eligible Application from the Employer;

(c) the Trustee may refuse to accept an Eligible Application described in clause 11.1(a) and will not be bound to provide any reasons for such refusal.

11.3 Commencement of Membership

(a) A person or an Eligible Employee will be admitted to Membership and on the date specified by the Trustee and if no date is specified then on the date the Trustee accepts any application for Membership described in clause 11.1.

(b) As soon as a person or an Eligible Employee is admitted to Membership, they shall from the date of admission to Membership be bound by the terms, trusts and conditions of this Deed.

11.4 Trustee can refuse to accept Applications

The Trustee can refuse to accept any application for Membership pursuant to clause 11.1 and shall not be bound to provide any reason for refusing any such application.

11.5 Cessation of Membership

A Member shall cease to be a Member of the Fund:

(a) upon the payment of the whole of the benefit in the Member's Account to or in respect of the Member;

(b) upon the transfer of the whole of the Member's benefit to another Approved Arrangement in accordance with Clause 19;

(c) upon the payment of part of the Member's benefit to or in respect of a Member and the transfer of the balance of the Member's benefit to another Approved Arrangement in accordance with Clause 19;

(d) if the Member ceases to be entitled to a benefit; or

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25 (e) if all the Members' Accounts have nil balances and the Trustee has determined

that the Member has ceased to be a Member.

Cooling Off 11.6

Subject to the requirements of Part 19 of the Supervision Act, a person accepted by the Trustee as a Member may by written notice given to the Trustee within 14 days after the Trustee has issued that person an interest in the Fund request the trustee to redeem that interest. That redemption request will be processed according to the requirements of the Supervision Act. Upon receipt the Trustee shall redeem the interest, but may adjust that redemption for any increase or decrease in the value of the investments and any liability of the Trustee for Taxes. Where the initial contribution includes any amount subject to Preservation, that amount can only be paid to an Approved Arrangement authorised to receive that money under Relevant Law.

INFORMATION TO TRUSTEE 12.

Medical Examinations 12.1

(a) Subject to Clause 1A, the Trustee may require any Eligible Employee or person who applies for Membership of the Fund to undertake such medical examinations including blood tests from medical practitioners nominated by the Trustee (whether at the request of an Insurer or otherwise) and provide such statements of medical history and other information and documents (whether relating to the medical history of the applicant or to any other matter or thing) in such form as the Trustee may from time to time specify or require for the purposes of the Fund.

(b) Subject to Clause 1A, if any Eligible Employee or Member to whom Clause 12.1(a) applies fails to undertake or fails to pass satisfactorily such medical examinations (including any blood test) or fails to provide a satisfactory statement or other information document as aforesaid the Trustee may at its discretion:

(i) in the case of an Eligible Employee - refuse that person Membership of the Fund or admit that person to Membership on such special conditions relating to contributions, restricted benefits or otherwise as the Trustee may determine and notify the Eligible Employee and his or her Employer; and

(ii) in the case of a Member - impose such special terms and conditions in respect of Membership of and benefits under the Fund as it considers appropriate.

The Trustee may enter into an agreement with the Employer or Member to adjust or remove any restriction on benefits on the basis that the Employer meets any additional cost to the Fund as determined by the Trustee which results from any such variation or removal.50

50 The Deed of Amendment dated 20 October 2005 replaced each reference in clauses 12.1(a) and (b) to 'Clause 24' with 'Clause 1A'.

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26

Misleading Statements 12.2

Subject to Clause 1A, where the Trustee is of the opinion that a Member to whom Clause 12.1(a) applies has made a false, misleading or inappropriate statement as to the Member's age, state of health or any other matter or thing or has failed to disclose any relevant fact or information in relation to his or her application for Membership or in any medical examination or test for the purposes of the Fund the Trustee may reduce or adjust any benefit payable to or in respect of the said Member in such manner as the Trustee may determine.51

Information to Trustee and Confidentiality 12.3

(a) Each Employer shall supply to the Trustee such details concerning the Members employed by it as the Trustee shall from time to time require for the purposes of the Fund.

(b) If called upon by the Trustee, the Employer shall issue to the Trustee a certificate in respect of such details and the Trustee shall be entitled to rely on that certificate as conclusive evidence of the facts set out therein for all the purposes of this Deed and the calculation of benefits.

(c) The Trustee, the Employer and each officer, servant and delegate of the Trustee shall treat as confidential all information regarding Members and Beneficiaries which becomes known thereto in connection with the administration of the Fund except to the extent reasonably necessary for the operation and administration of the Fund and the proper application of this Deed.

(d) No information or details regarding the medical history of an applicant for Membership or a Member shall be provided to his or her Employer without the written consent of the person concerned.

ACCOUNTS AND VALUATION 13.

Member Accounts 13.1

The Trustee shall keep or cause to be kept a Member Account with respect to each Member.

Credits to Member Accounts 13.2

Each Member Account shall be credited with:

(a) all contributions to the Fund by the Member or in respect of the Member;

(b) any income earned on moneys invested in respect of the Member as determined by the Trustee;

51 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'.

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27 (c) the proceeds of any insurance policy maintained by the Trustee on behalf of the

Member pursuant to this Deed; and

(d) any other amount to be credited to a Member Account pursuant to this Deed.

13.3 Debits from Member Accounts

Each Member Account shall be debited with:

(a) the amount of any benefit paid to or in respect of the Member;

(b) any losses and expenses incurred on moneys invested in respect of the Member as determined by the Trustee;

(c) the premium or premiums for any insurance policy maintained by the Trustee on behalf of the Member pursuant to this Deed;

remuneration and52 reimbursement of expenses, costs, charges and fees53

pursuant to this Deed; and (d)

(e) any other amount to be debited to a Member Account pursuant to this Deed.

13.4 Other Accounts

The Trustee may establish such other accounts as are required for the purposes of the Fund including, but not limited to, accounts to:

(a) record the benefits of a Member;

(b) provide for any expenses, costs, charges or fees attributable to the Member;

(c) record, and offset against a Member's benefit or a Member's Account, any actual or contingent liability for Taxes which the Trustee determines is attributable to the Member; and

(d) record any reserves maintained by the Fund.54

13.5 Valuation of the Assets of the Fund

(a) The Trustee shall cause a valuation of all the Assets of the Fund to be made at dates occurring at weekly intervals (each such date referred to herein as "Valuation Date").

(b) The Trustee may revalue any of the Assets of the Fund more often than weekly in its absolute discretion.

52 Inserted by Deed of Amendment dated 23 December 2002. 53 Inserted by Deed of Amendment dated 23 December 2002. 54 Inserted by Deed of Amendment dated 24 September 2007 with effect from I July 2007.

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28 (c) The value of an Asset of the Fund at any given Valuation Date shall be the cost

of acquiring such Asset or, a value of such Asset based on a valuation made by a Qualified Valuer in such manner and by such method as the Trustee deems appropriate, provided that the Trustee may make such adjustments to such value as it considers should be made in all the circumstances.

14. GENERAL PROVISIONS GOVERNING BENEFITS

14.1 Overriding Provision Relating to Benefits

This Clause 14.1 is intended to amplify Clause 1A. Accordingly notwithstanding anything expressed or implied to the contrary in this Deed (other than Clause 1A):

(a) no benefit:

(i) shall be paid from the Fund or otherwise dealt with; or

(ii) shall be retained in the Fund,

if in the opinion of the Trustee so to do would or might prejudice the granting or continuance of taxation concessions for or in respect of the Fund under the Act or cause the Fund to be in breach of or to fail to comply with or satisfy any relevant requirement of a Relevant Law and the Trustee shall have power to impose conditions in respect of any payment from the Fund so as to ensure compliance with such requirements;

(b) no benefit:

(i) shall fall below the minimum benefit which in the opinion of the Trustee is required to be paid or provided from the Fund; or

(ii) secured or payable from the Fund to or in respect of a Member or a Beneficiary hereunder shall exceed the maximum benefit which in the opinion of the Trustee can be paid or provided from the Fund,

in order to ensure that the granting and continuance of taxation concessions for or in respect of the Fund under the Act are not prejudiced or that the Fund is not in breach of or fails to comply with or satisfy any relevant requirement of a Relevant Law;

(c) no contributions shall be received into the Fund if in the opinion of the Trustee so to do would or might prejudice the granting or continuance of taxation concessions for or in respect of the Fund under the Act or cause the Fund to be in breach of or to fail to comply with or satisfy any relevant requirement of a Relevant Law; and

(d) if; in the opinion of the Trustee, benefits must commence to be paid, or be paid, to or in respect of any Member in order to comply with any relevant requirement of a Relevant Law relating to the age for payment of benefits then the Trustee shall at that time pay or cause to be paid to or in respect of the Member a benefit of an amount determined in accordance with such of the

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29 provisions of this Deed as the Trustee in its absolute discretion considers the case requires.

In order to ensure compliance with this Clause 14.1, the Trustee may temporarily or permanently waive or reduce the contributions (if any) payable to the Fund by or in respect of a Member and, in any case subject always to this Clause 14.1, the Trustee may adjust the benefits provided or to be provided for or in respect of a Member or a Beneficiary and the circumstances in which the same will be provided in such manner and to such extent as may be determined by the Trustee.55

14.2 Rights to benefits

Subject to Clause 1A, no Member or person claiming through or under a Member or on his or her behalf or a Dependant or legal personal representative shall be entitled to require payment of any amount from the Fund except as may be expressly provided for and specified in this Deed and no Member or other person whose claims hereunder shall have been satisfied shall retain or have any further or other interest in the Fund.56

14.3 Claims for benefits

(a) Subject to Clause 1A, before making payment of any benefit out of the Fund the Trustee shall be entitled to have produced to it such certificates of birth, death and marriage and other documents, evidence or information as the Trustee may require in order to satisfy itself that the benefits hereunder are properly in accordance with this Deed and no benefit shall be payable until the Trustee is so satisfied.

(b) Subject to this Deed, the Trustee shall only recognise and deal with the Member or Beneficiary and shall not recognise and deal with any other person claiming a right or interest in or in respect of the Member's or Beneficiary's benefits. Notwithstanding the foregoing, the Trustee may, but is not obliged to, pay any payment due to a Member or Beneficiary under this Deed in accordance with the written instructions of that person (or of his or her attorney appointed under power of attorney). 57

14.4 Insured benefits

Where the Trustee has entered into any insurance arrangement to provide some or all of the benefits payable from the Fund to or in respect of a Member and the Insurer either declines cover or reduces the amount payable to or in respect of Member, then notwithstanding anything expressed or implied to the contrary in this Deed other than Clause 1A, the Trustee shall reduce the amount of the benefit otherwise payable to or in respect of the Member by the amount which the Insurer declines or refuses unless the Employer enters into an arrangement acceptable to the Trustee to reimburse the Fund in respect of the amount of insurance so declined or refused.58

55 The Deed of Amendment dated 20 October 2005 replaced each reference in clause 14.1 to 'Clause 24' with 'Clause 1A'. 56 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'.

The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'. 58 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'. 57

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30

14.5 Adjustment to Insured Benefits

Notwithstanding anything to the contrary in this Deed, any entitlement to a death or disablement benefit shall be subject to the terms and conditions of the policy under which the Member is insured and if consequent upon the death and disablement of a Member the amount of insurance is not paid or is paid as a reduced amount, then the benefit payable under the Fund shall unless the Trustee otherwise determines be reduced by the amount of the insurance not paid under the policy.

14.6 Benefits Strictly Personal

(a) All rights and benefits of Members and Beneficiaries under this Deed are strictly personal and no Member or Beneficiary shall assign or charge his or her rights or benefits under the Fund or any part thereof either absolutely or conditionally.

(b) Except as otherwise expressly provided in this Deed but subject to Clause 1A, if any Member or Beneficiary:

(i) attempts to assign or charge his or her right or benefit under the Fund or any part thereof; or

(ii) does, suffers or incurs anything by which that person's right or benefit under the Fund or any part thereof through any act or default or by operation or process of law would or might become vested in or payable to any other person or if any other event happens by which he or she might be wholly or partly deprived of the full and free personal enjoyment of that person's right or benefit under the Fund or any part thereof,

then and in any such event that person's right or benefit shall, subject to Clause 1A, thereupon determine and neither the Member or Beneficiary (as the case may be) nor any person claiming under or in respect thereof shall have any further claim or right in respect of that interest or benefit.

(c) Subject to Clause 1A, any right or benefit under the Fund which has been determined pursuant to Clause 14.7(b) or the moneys representing the same may be applied at any time after the same would otherwise have become payable as a benefit under the Fund for or towards the maintenance or otherwise for the benefit of the Member or Beneficiary concerned and his or her Dependants or such one or more of them to the exclusion of the others or other of them or in such shares between them as the Trustee may determine and any part of such determined right or benefit which is not so applied shall be retained in and used for the purposes of the Fund.59

59 The Deed of Amendment dated 20 October 2005 replaced each reference in clause 14.6 to 'Clause 24' with 'Clause 1A'.

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31 14.7 Debts or Misconduct

Except as otherwise expressly provided in this Deed but subject to Clause 1A (and, in particular, any relevant requirement of a Relevant Law relating to the exercise of liens over benefits):

(a) the Trustee may deduct from any benefit which but for this Clause 14.7 would be provided from the Fund to or in respect of a Member and may retain in the Fund any amount (including interest at such rate and in respect of such period as the Trustee considers appropriate) which the Trustee (whose decision shall be final) considers to be owing to the Trustee or the Fund by the Member either solely or in conjunction with any other person or any account whatsoever, including, without limitation, the amount or value (as determined by the Trustee) of any loss, expense or damage incurred by the Trustee or the Fund as a result of or incidental to or arising out of the Member's fraud, dishonesty or misconduct but which has not been recovered or compensated for by other means; and

(b) the Trustee shall deduct from any benefit which but for this Clause 14.7 would be provided from the Fund to or in respect of a Member and shall pay to the Employer any amount which that Employer (whose decision shall be final) certifies to the Trustee to be the amount or value of any:

(i) debt owing by the Member to the Employer; or

(ii) loss, expense or damage incurred by the Employer as a result of or incidental to or arising out of the Member's fraud, dishonesty or misconduct but which has not been recovered or compensated for by other means.60

14.8 Premature Release of Benefits

(a) The Trustee:

(i) may (but is not obliged to) pay a benefit where the payment of that benefit is permitted by the Relevant Law; and

(ii) must pay a benefit where the payment of that benefit is required by the Relevant Law.

(b) Subject to the Relevant Law, where the Trustee receives an authority to release part or all of a Member's benefits which has been issued by the Commissioner of Taxation in accordance with the Relevant Law (release authority), the Trustee must pay a lump sum benefit in respect of the Member equal to the lesser of:

(i) the amount (if any) requested by the Member or Commissioner of Taxation;

60 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'.

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32 (ii) the amount specified for release in the release authority; or

(iii) the sum of the values of every superannuation interest (other than a defined benefit interest) held by the Trustee in the Fund.61

(c) Where the Trustee pays an amount to or in respect of a Member pursuant to this clause 14.8 , the Trustee shall subject to Clause 1A, reduce any benefit which is or subsequently becomes payable to or in respect of the Member under this clause 14.8 above.62

Interest on Unpaid benefits 14.9

Where the payment, or commencement of the payment, of any benefit under this Deed is for any reason postponed the benefit shall from the date of the happening of the event on which the benefit becomes payable until the date on which the benefit is paid, or commences to be paid, (as the case may be) accrue compound interest at a rate or rates determined by the Trustee subject to any relevant requirement of a Relevant Law from time to time for the purposes of this Sub-Clause.

Proofs 14.10

Whenever it shall be necessary for the Trustee to decide questions of fact the Trustee may act upon such proofs or presumptions as the Trustee may deem satisfactory whether the same be strictly legal proofs or legal presumptions or not.

Currency 14.11

All benefits payable under this Deed shall be payable in Australian currency but if any Beneficiary shall be resident outside Australia the Trustee may, subject to any exchange control regulations, transmit to the Beneficiary in his or her country of residence the amount of the currency of that country which may be purchased by the amount of his or her benefit and the Trustee shall be entitled to deduct the cost of any such transmission.

Benefits Paid in Advance 14.12

If the Member at the time of ceasing for any reason to be in the Service shall have received a payment from the Fund in advance of a benefit or in lieu of a benefit that may subsequently become payable and the amount of such payment shall unless the Trustee determines otherwise be deducted from the amount of that benefit if it shall become payable from the Fund.

Adjustment of benefits 14.13

The Trustee may adjust benefits and rights of a Beneficiary to take account of:

(a) any contributions which have not been paid;

61 Sub-paragraph (a) was deleted and sub-paragraphs (a) and (b) were inserted by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007. 62 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'.

ME_74431037_2 (W2003)

33 (b) any contributions which have been repaid, returned or refunded under clause

18.10;

(c) any actual or contingent liability for Taxes or amounts payable under clause 6.2;

(d) any amount the Trustee is liable to pay to another person (including, a Regulator, the Commonwealth or a State or Territory) in respect of a Beneficiary pursuant to the Relevant Law; or

any incorrect, inaccurate or misleading information supplied, or lack of information supplied, in respect of a Beneficiary.63

(e)

14.14 Tax re-adjustments

Where:

(a) the Trustee has adjusted the benefits of, or any Member Account maintained for, a Member or former Member for Taxes which the Trustee has determined is attributable to the Member or former Member on the basis of information that the Trustee has (or does not have) in respect of the Member or former Member; and

(b) the Member or former Member later provides the Trustee with additional or replacement information which alters the amount of Taxes that are attributable to the Member or former Member,

the Trustee may charge, or deduct from the benefits or Member Account of the Member or former Member, a fee to apply to the relevant Tax authority for a rebate or offset of those Taxes or to recalculate of the Taxes attributable to the Member or former Member.64

15. SPECIFIC REQUIREMENTS GOVERNING BENEFITS

15.1 Requirement for Preservation

(a) All benefits of a Member in the Fund other than those Unrestricted Benefits arising from amounts rolled over or transferred or otherwise paid to the Fund shall, subject to the terms of this clause 15.1(c), be subject to Preservation in the Fund. Subject to clause 15.1(c), any benefits in the Fund which would but for clause 15.1(a) comprise Restricted Non Preserved benefits, shall comprise Preserved Benefits for the purpose of the Supervision Act.

(b) Benefits subject to Preservation in the Fund shall cease to be subject to Preservation and become Unrestricted Benefits in the circumstances prescribed in the Supervision Act as causing Preserved Benefits to become "unrestricted non preserved benefits" within the meaning of the Supervision Act.

63 Inserted by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007. 64 Inserted by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007

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34 ( c ) In the event that a Member exercises any right conferred under any Relevant

Law to redeem his or her interest in the Fund within a cooling off period provided for under such Relevant Law, the Trustee may, at its discretion and subject to the exercise of that discretion not resulting in any breach of the Supervision Act, allow any amounts which were Restricted Non-Preserved benefits prior to being rolled over or transferred or otherwise paid to the Fund to have the same status on payment from the fund as they would have if they had remained in the Approved Arrangement from which they were rolled over, transferred or otherwise paid into the Fund.

15.2 Voluntary Payment of Unrestricted Benefits

(a) The Trustee may from time to time prescribe requirements concerning the voluntary payment of Unrestricted Benefits including, but not limited to:

(i) the minimum amounts permitted to be drawn;

(ii) the maximum number of separate lump sums and pensions;

(iii) such other requirements as the Trustee shall determine.

(b) Subject to any such requirements as described in Clause 15.2(a), and conditions applying to the relevant Plan and to the requirements of the Supervision Act (including where relevant any standards applicable to pensions) the Trustee shall on request by the relevant Member made in such form as shall be prescribed by the Trustee from time to time pay a Member's Unrestricted Benefits in circumstances where paragraphs (iv) or (v) do not apply, at the election of the Member in any one or more of the following ways:

(i) paying by way of lump sum;

(ii) applying the benefits to the purchase of annuity, including a Complying Annuity, on behalf of the Member;

(iii) paying the benefits on behalf of the Member to an Approved Arrangement;

(iv) paying the benefits in the form of a pension (and including any permitted commutation of such pension);

(v) paying the benefits in any other manner as determined from time to time by the Trustee and as permitted by the Supervision Act;

(vi) pay the benefits in any combination of the above methods.

16. BENEFITS ON DEATH

16.1 Payment of Benefits on Death of a Member

(a) Subject to the provisions of this Deed, including the provisions of clause 1A, any benefit which may be payable from the Fund on the death of a Member

ME_74431037_2 (W2003)

35 shall be paid or applied by the Trustee to or for the benefit of such one or more of:

(i) the Dependants of the Member;

(ii) the legal personal representative of the Member; and

(iii) if a surviving Dependant of the Member subsequently dies, the Dependants and the legal personal representatives of the deceased Dependant; and

to the exclusion of the other or others of them and in such manner and proportions, and subject to such conditions, as the Trustee shall determine PROVIDED T H A T in the event that the Member has provided the Trustee with a valid Binding Death Benefit Nomination that has not been subsequently revoked by notice in writing from the Member to the Trustee, the Trustee shall be bound to pay any benefit payable pursuant to that Binding Death Benefit Nomination in accordance with subclause 16.2A.

(b) If no valid Binding Death Benefit Nomination has been provided to the Trustee by the Member, and Trustee is unable to pay a benefit under clause 16.1(a)(i) to (iii), the Trustee must pay the benefit as otherwise permitted under the Supervision Act.

(c) Where a Member does not elect to make a Binding Death Benefit Nomination the Trustee shall retain the discretionary power granted by clause 16.2(c)65.

16.2 Nominated Dependants

(a) A Member may by notice in writing to the Trustee in the form from time to time prescribed by the Trustee nominate any one or more Dependants as his or her Nominated Dependant to receive the benefit, or a specified proportion of the benefit, payable upon the Member's death.

(b) A nomination made pursuant to Clause 16.2(a) may at any time be:

(i) revoked by the Member; or

(ii) revoked by the Member and substituted with a new nomination.

(c) In making a determination under Clause 16.2(a) the Trustee may have regard to, but shall not be bound by, the relevant deceased Member's current nomination (if any) of a Nominated Dependant and the matter shall be at the absolute discretion of the Trustee.

16.2A Binding Death Benefit Nominations

(a) A Member may, by notice in writing to the Trustee in the form prescribed by the Supervision Act (a "Notice"), make a Binding Death Benefit Nomination directing the Trustee to provide any benefits in respect of the Member, on or

65 Inserted by Deed of Amendment dated 25 September 2001.

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36 after the death of the Member, to the legal personal representative or a Dependant of the Member in accordance with that Notice.

(b) If:

(i) a person nominated in the Notice is not, at the time of death, the legal personal representative or a Dependant of the Member;

(ii) the identity of person nominated in the Notice is not certain or readily ascertainable from the Notice;

(iii) the proportion of the benefit that will be paid to a person nominated in the Notice is not certain or readily ascertainable from the Notice;

(iv) the Notice has expired under the Supervision Act; or

(v) the Notice is otherwise not made in accordance with the Supervision Act;

then the Notice is invalid and the Binding Death Benefit Nomination is not binding on the Trustee.

(c) If the Notice is invalid pursuant to clause 16.2A(b), the Trustee must exercise its discretionary power granted by clause 16.2(c).66

16.3 Ascertaining Dependants

(a) In ascertaining the Dependants (including the Nominated Dependants) of a deceased Member or a Beneficiary the Trustee shall not be under any legal obligation to locate, establish or identify all the persons who might possibly qualify and the Trustee may act upon such information as it thinks fit to locate, establish and identify persons as the Dependants (including the Nominated Dependants) of the Member or Beneficiary.

(b) If after reasonable enquiry the Trustee determines that there are no Dependants of the Member whose existence or whereabouts are known to the Trustee, the sum payable out of the Fund in respect of the Member shall be paid by the Trustee to the Member's legal personal representative.

(c) If after reasonable enquiry the Trustee determines that there are no Dependants of the Member whose existence or whereabouts are known to the Trustee and no legal personal representative shall be appointed, the sum payable out of the Fund in respect of the Member may be paid by the Trustee as otherwise permitted under the Supervision Act.

16.4 Application of Unpaid benefits

Without prejudice to the foregoing provisions of this Clause 16, if a Beneficiary dies before the whole of a benefit which is payable to that Beneficiary has been paid, the

66 Inserted by Deed of Amendment dated 25 September 2001.

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37 amount of the unpaid benefit shall be paid or applied in accordance with Clauses 16.1 and 16.3 as if the Beneficiary were a Member at the time of his or her death

16.5 Beneficiary under Legal Disability

(a) If it appears to the Trustee that a Beneficiary is:

(i) a minor or is otherwise under any legal disability or incapacity of any nature;

(ii) suffering from any physical or mental sickness, injury deterioration or disorder; or

(iii) unable by reason of character habits or mode of life or otherwise howsoever to properly deal with any amount payable from the Fund,

the Trustee may pay or apply the whole or such part of that amount if such one or more of the following ways as the Trustee thinks fit:

(iv) to any Dependant of the Beneficiary;

(v) for or towards the maintenance, education, advancement or benefit of the Beneficiary or of any Dependant of the Beneficiary in such form and manner and subject to such terms and conditions as the Trustee may think fit; or

(vi) without limiting the generality of Clause 16.5(a)(v), to a person who appears to the Trustee-to be a trustee for the Beneficiary (including a trustee appointed under a separate trust established by the Trustee subject to such trusts and with such powers as the Trustee thinks fit) or a representative, Spouse, Child, parent or guardian of or to have for the time being the care or custody of the Beneficiary or any Dependant of the Beneficiary or to be responsible for or have the financial expense of the care of custody of the Beneficiary or of any Dependant of the Beneficiary.

(b) The receipt of any person to whom the Trustee is authorised to make payment as provided in Clause 16.1(a) shall be a full and sufficient discharge to the Trustee and the Trustee shall not be bound or concerned to see to the application of such payment and may exercise any of the powers specified in Clause 16.1(a) whether or not there is any other money or funds available for any of the aforesaid purposes and whether or not there is any person bound by law or otherwise to provide for such maintenance, education, advancement or benefit.

(c) The Trustee is not bound to have recourse to this Clause 16, or to consider whether recourse should be had hereto, notwithstanding that the Trustee may have actual notice of any infirmity, lack of fitness or other relevant matter provided for herein.

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38 Discharge of Trustee 16.6

The receipt of a Beneficiary, legal personal representative or any person acting on behalf of a Beneficiary shall be a complete discharge to the Trustee in respect of the amount paid to that person and the Trustee shall not be bound to see to the application thereof.

Anti-detriment payment 16.7

The Trustee may augment the amount of any benefit payable on the death of a Member under this Deed by the amount (if any) of a deduction allowable to the Fund under section 295-485 of the Income Tax Assessment Act 1997 (Cth). 67

Method of payment of death benefit 16.8

(a) Subject to clause 16.8(b), any benefit paid by the Trustee in accordance with this clause 16 shall be paid as a lump sum.

(b) The Trustee has discretion to pay a benefit as a pension where permitted by the Relevant Law. 68

PENSION BENEFITS 17.

Pension Benefits 17.1

Despite anything expressed or implied to the contrary in this Deed, the Trustee may, upon receipt of a written notice from a Member or a Beneficiary stating that the Member or Beneficiary elects to receive all or any portion of the Members Account by way of pension, arrange for the provision of a pension in accordance with this clause 17 and on terms and conditions as are permitted by the Supervision Act.69

Establishment Conditions 17.2

The Trustee may set terms and conditions on the circumstances under which it is prepared to offer pensions.

Pension Accounts 17.3

Where a Member is to receive any benefit pursuant to this Deed by way of pension, the Trustee shall establish a Pension Account in respect of the Member and the pension shall be paid from the amount standing to the credit of the Pension Account for the Member.

67 Inserted by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007. 68 Inserted by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007. 69 The Deed of amendment dated April 2006 deleted clause 17.1 and inserted a new clause 17.1.

ME_74431037_2 (W2003)

39 17.4 Transfers to the Pension Account of a Member

The Trustee shall transfer to a new Pension Account of a Member such amount of money from the Member's Account as the Trustee shall from time to time deem necessary.70

17.5 Frequency of Payment

A Member can select to have the pension paid monthly, quarterly, half yearly or annually and the Trustee must pay the pension to a Member at any of these times as selected by the Member. The pension can be paid at other times with the agreement of the Trustee.71

17.6 Changing Frequency of Payment

The Trustee may change the frequency of the pension payments if:

(a) the Member requests a change;

(b) the change is approved by the Trustee; and

(c) the request is in a form approved by the Trustee.

If at any time a Member has not made a selection as to the frequency of the pension payments, the Trustee must pay the pension annually.72

17.7 Minimum Annual Payment

For so long as the pension is payable, the Trustee must ensure that pension payments are made within the time frame permitted under the Supervision Act.73

17.8 Selecting Pension Level

For each financial year (or part of a financial year), the pension payments to a Member must not be:

(a) larger than the maximum limits; or

(b) smaller than the minimum limits specified in the Supervision Act for the payment of a pension provided by the Fund.

17.9 Notification of minimum/maximum payments

The Trustee will notify the Member of the minimum and maximum levels for pension payments as required by the Supervision Act.

70 The Deed of amendment dated April 2006 made minor amendments to clause 17.4. 71 The Deed of amendment dated April 2006 made minor amendments to clause 17.5.

The Deed of amendment dated April 2006 deleted clause 17.6 and inserted a new clause 17.6. The Deed of amendment dated April 2006 made minor amendments to clause 17.7.

72

73

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40 Selection of Pensions Payments 17.10

At any time during the financial year a Member may select the level of pension payments for that financial year within the limits in Clause 17.8. The selection must be in a manner approved by the Trustee.

Amount of Payments where amount not selected 17.11

If the Member has not made a selection under clause 17.10 , the Trustee must pay a pension at the minimum level required under clause 17.8.

Commutation 17.12

(a) Subject to paragraph (b), all or part of a pension can be commuted and paid as a lump sum in the circumstances set out in the Relevant Law by the Member giving notice to the Trustee in a manner approved by the Trustee.

(b) A Non-Commutable Pension can only be commuted and paid as a lump sum to a Member:

(i) if the pension is paid in accordance with the standards of subregulations 1.06(2) or (7), where the purpose of the commutation meets the requirements of the definition of 'non-commutable pension' in regulation 6.01 of the SIS Regulations;

(ii) if the pension is paid in accordance with the standards of subregulation 1.06(4), where the purpose of the commutation meets the requirements of the definition of 'non-commutable allocated pension' in regulation 6.01 of the SIS Regulations; or

(iii) before commutation, the Member has satisfied a condition of release which has no cashing restrictions for preserved benefits and restricted non-preserved benefits.74

Trustee may set limits on the amount of pension commuted 17.13

Subject to the Supervision Act the Trustee may set minimum limits on the amount of Member's pension that can be commuted and any commutation must comply with any limits set by the Trustee.

Amount of Lump Sum payments on Full Commutation 17.14

On a Member fully commuting the Member's pension the Trustee must pay a lump sum benefit to the Member equal to the amount of all money in the Member Accounts of the Member.

74 The Deed of amendment dated April 2006 deleted clause 17.12 and inserted a new clause 17.12.

ME_74431037_2 (W2003)

41 Amount of Lump Sum payments on Partial Commutation 17.15

On a Member partially commuting the Member's pension, the Trustee must, subject to Clause 17.3, pay a lump sum benefit to the Member equal to the amount requested to be withdrawn by the Member.75

Termination of Pension 17.16

The pension payments to a Member will terminate when all the money in the Pension Account have been withdrawn.

Pension Payments on the Death of a Member 17.17

The pension shall not be transferred to any person other than a Dependant on the death of the Member and shall be transferred only upon such other terms as are permitted by the Supervision Act.76

Powers of Beneficiary 17.18

A Beneficiary possesses all the rights and entitlements to deal with a pension under this Clause 17 as if the Beneficiary is a Member of the Fund.

Pension Payments cannot be used as Security 17.19

The capital value of the Pension Account and any income from it shall not be used by any person as security for a borrowing.

77 TERM ALLOCATED PENSION BENEFITS 17A.

17A.1 Term Allocated Pension Benefits

Despite anything expressed or implied to the contrary in this Deed, the Trustee may, upon receipt of a written notice from a Member or a Beneficiary stating that the Member or Beneficiary elects to receive all or any portion of the Members Account by way of a Term Allocated Pension, arrange for the provision of a Term Allocated Pension in accordance with this clause 17A on terms and conditions as are permitted by the Supervision Act.

17A.2 Term Allocated Pension Payments

The amount of the Term Allocated Pension shall be expressed as an annual payment and shall be paid by an annual single payment or by such instalments (which may be equal or unequal) and on or about such dates as the Member may nominate in his or her notice and the Trustee may approve. The Term Allocated Pension shall be payable as from the time the Trustee accepts the Member's notice to receive a Term Allocated Pension or, if permitted by the Supervision Act, as from such later date as the Member may nominate in his notice and the Trustee may approve.

75 The Deed of amendment dated April 2006 made minor amendments to clause 17.15. The Deed of amendment dated April 2006 made minor amendments to clause 17.17. Inserted by the Deed of amendment dated April 2006 with effect from 1 July 2005.

76

77

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42 17A.3 Termination of Term Allocated Pension

The Term Allocated Pension payable to a Member shall be payable from his or her Term Allocated Pension Account and shall be payable only to the extent that the balance of the Member's Term Allocated Pension Account will permit. The Term Allocated Pension shall be payable until the earlier of:

( a ) the expiry of the period chosen by the Member, which is not less than the minimum period permitted under the Supervision Act or greater than the maximum period permitted under the Supervision Act; and

(b) when the Member's Term Allocated Pension Account has a zero balance.

The Trustee may close a Term Allocated Pension Account when it has a zero balance. Subject to clause 17A.7, the Term Allocated Pension payable to a Member which has not otherwise ceased to be payable shall cease to be payable on the Trustee being notified of the Member's death.

17A.4 Selecting Pension Level

The amount of the Term Allocated Pension shall be (subject to any subsequent variation as provided in clause 17A.5) the amount nominated by the Member in his or her notice. However, if the amount so nominated falls outside the maximum or minimum limits permitted under the Supervision Act, the amount of the Term Allocated Pension shall be:

(a) the maximum that may be paid under the Supervision Act, if the amount nominated by the Member exceeded the maximum limit permitted under the Supervision Act; or

(b) the minimum amount that may be paid under the Supervision Act, if the amount nominated by the Member was less than the minimum limit permitted under the Supervision Act.

Each Term Allocated Pension payment shall be subject to any deduction in accordance with clause 6.2 and any remuneration payable in accordance with clause 6.4.

17A.5 Changing Pension Payments

The Trustee may on the written request of a Member in receipt of a Term Allocated Pension, in the form determined by the Trustee from time to time, vary one or both of the following:

(a) the amount of the Term Allocated Pension payable to him or her, provided that the varied amount of the payment does not fall outside the maximum or minimum limits permitted under the Supervision Act;

(b) the manner or time of payment.

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43 17A.6 Nomination of Reversionary Beneficiary

If permitted by the Trustee, a Member may give the Trustee a notice nominating a Reversionary Beneficiary in respect of a Term Allocated Pension in a form approved by, and subject to such terms and conditions as may be specified from time to time by, the Trustee.

17A.7 Pension Payments on the Death of a Member where there is a Reversionary Beneficiary

On the death of a Member in receipt of a Term Allocated Pension in relation to which a Reversionary Beneficiary has been nominated, the Trustee shall pay the pension to the Member 's Reversionary Beneficiary until the earlier of:

(a) the Member's Term Allocated Pension Account has a zero balance;

(b) the death of the Reversionary Beneficiary; or

(c) the expiry of the period of the Term Allocated Pension chosen by the Member in accordance with clause 17A.3(a).

If the Trustee pays a Term Allocated Pension to a Reversionary Beneficiary under this clause 17A.7, subject to such conditions and restrictions as the Trustee determines and except as otherwise set out in clause 17A, each reference to the Member in clause 17A must be read as a reference to the Reversionary Beneficiary.

17A.8 Death of a Reversionary Beneficiary

A Reversionary Beneficiary may not nominate another Reversionary Beneficiary. On the death of a Reversionary Beneficiary in receipt of a Term Allocated Pension, the Trustee must pay the balance of the Term Allocated Pension Account in accordance with clause 16.

17A.9 Pension Payments on the Death of a Member where there is no Reversionary Beneficiary

On the death of a Member in receipt of a Term Allocated Pension:

(a) who did not nominate a Reversionary Beneficiary; or

(b) who nominated a Reversionary Beneficiary but for whom (for any reason) the Trustee cannot comply with the Member 's nomination,

the Trustee must pay a benefit in accordance with clause 16.

17A.10 Limitations of Term Allocated Pension Payments

(a) Except as provided in clause 17A.7, a Term Allocated Pension is not transferable;

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44 (b) Neither the capital value of the Term Allocated Pension (calculated in

accordance with the Supervision Act) nor the income from it can be used as security for a borrowing unless consistent with the Supervision Act; and

(c) If the Term Allocated Pension reverts, it does not have a reversionary component greater than 100% of the benefit that was payable before the reversion.

17A.11 Commutation

(a) Subject to paragraph (b), all or part of a Term Allocated Pension can be commuted and paid as a lump sum to a Member but only:

(i) in the circumstances set out in subregulations 1.06(1) and (8) of the SIS Regulations;

(ii) where the commutation meets the requirements in regulation 1.07C of the SIS Regulations; or

(iii) if the commutation satisfies any additional or replacement standards in the Supervision Act that a Term Allocated Pension or this Deed must meet in order for the Term Allocated Pension to qualify as a "pension" for the purposes of the Supervision Act or for the Fund to qualify for maximum concessional tax treatment.

(b) A Non-Commutable Term Allocated Pension can only be commuted and paid as a lump sum to a Member:

(i) if the purpose of the commutation is to cash an unrestricted non-preserved benefit; or

(ii) before commutation, the Member has satisfied a condition of release which has no cashing restrictions for preserved benefits and restricted non-preserved benefits.78

18. PROVISIONS REGARDING CONTRIBUTIONS

18.1 Limit of Contributions

Contributions shall be made in accordance with the terms of this Deed and any Eligible Application or other arrangements agreed to by the Trustee but the Trustee may refuse to accept Contributions (if already accepted may return the same) where:

(a) the Contributions are less than the minimum set by the Trustee;

(b) limitations on Contributions exist by virtue of the Relevant Law;

78 The Deed of amendment dated April 2006 deleted clause 17A.11 and inserted a new clause 17A.11.

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45 (c) the acceptance of Contributions would jeopardise the status of the Fund as a

complying Superannuation Fund or would otherwise be inconsistent with the Relevant Law; or

(d) participation of the Member in the Fund has ceased in accordance with clause 11.5.

18.2 Commencement and Termination of Contributions by Members and Contributors

A Member or Contributor may commence to make Contributions on the person becoming a Member of the Fund and shall cease to make Contributions upon being required to do so by the Supervision Act or the Trustee.

18.3 Employer Contributions

Each Employer shall make Contributions in respect of a Member of such amount in such manner and at such times as specified in its Eligible Application or in any subsequent notice to the Trustee and to which the Trustee may agree.

18.4 Member Contributions

A Member shall make Contributions to the Fund in accordance with this Deed, and as specified in the Eligible Application or, subject to the Relevant Law, by arrangement with the Trustee.

18.5 Contributions by Contributor

A Member may request that the Trustee accept Contributions from a Contributor in respect of that Member or the Relevant Law allows Contributions from the Contributor79 and the Trustee may in its absolute discretion accede to or refuse such request and impose such conditions or require the Contributor to give such undertakings or enter into such agreement as the Trustee may specify.

18.6 Circumstances where the Trustee must refuse to accept contributions

The Trustee must refuse to accept contributions to the Fund if:

(a) the person making the contribution is not permitted to do so by the Relevant Law;

(b) acceptance of the contribution is contrary to the requirements of the Relevant Law; or

(c) the Trustee is directed not to accept the contribution by the Regulator.

Nothing in this clause limits the Trustee's discretion to refuse to accept any contribution made on behalf of a Member. 80

79 Inserted by Deed of Amendment dated 1 May 2003. 80 Clause 18.6 was deleted and replaced by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007.

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46

Unpaid Contributions 18.7

The Trustee shall not be required to take any action to recover any unpaid Contributions from Employers or any other person who has agreed to make Contributions to the Fund in respect of a Member.

Late Contributions and Non-Payment 18.8

If the Contributions payable by a Member are not paid to the Fund as and when required, the Trustee may impose such special terms, conditions and restrictions in respect of the Member's Membership as it thinks fit, including, without limitation, reducing or otherwise adjusting all or any benefits to be provided for or in respect of the Member or refusing to accept further Contributions by or in respect of the Member.

Additional Contributions 18.9

An Employer, Member or Contributor may make such additional Contributions to the Fund as the Trustee may from time to time permit and those Contributions shall be dealt with by the Trustee as the Employer, Member or Contributor (as the case may be) directs.

Return of improperly accepted contributions 18.10

(a) If the Trustee becomes aware that it has accepted contributions in relation to a Member:

(i) which cannot be, or should not have been, accepted into the Fund; or

(ii) as a result of a mistake of fact or mistake of law,

the Trustee may if permitted by the Relevant Law, and must if required by the Relevant Law, repay, return or refund, the contributions to the contributor.

(b) If the Relevant Law permits, the Trustee may adjust the repaid, returned or refunded contributions for:

(i) insurance effected in relation to the Member;

(ii) any (positive or negative) investment returns on moneys invested in respect of the Member for the period the contributions were held in the Fund; and

(iii) any amount payable to the Trustee under clause 6 for the period the contributions were held in the Fund.81

81 Clause 18.10 was deleted and replaced by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007

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47 18.11 Deduction of Contributions

(a) where it is legally possible every Member who is an Employee is deemed to have authorised the Employer to deduct from his or her salary on each pay day in relation to the Member such amount as will provide his or her contributions to the Fund.

(b) any amount deducted from a Member's salary by an Employer to shall be held upon trust by the relevant Employer for the benefit of the Fund and shall be paid to the Fund, having regard to any relevant requirements of a Relevant Law in the manner and at the times determined by the Trustee after consulting the Employer.

18.12 Automatic Deduction of Contributions

where it is legally possible a Member or Contributor may authorise the Trustee to deduct from his or her account held with a bank or other entity holding money in an account on his or her behalf at nominated intervals such amount to provide his or her contributions to the Fund.

18.13 Contribution Splitting82

(a) Unless a contrary intention appears, words and phrases used in this clause 18.13 have the same meanings as in the SIS Regulations.

(b) Notwithstanding any other provision of this Deed, but subject to the Supervision Act, where the Trustee receives from a Member a Contribution Splitting Application which is not invalid under the Supervision Act, the Trustee may in its absolute discretion determine to split the splittable contributions received for the Member during the financial year applicable to the Contribution Splitting Application.

(c) Where the Trustee under paragraph (b) determines to split the Member's splittable contributions, notwithstanding any other provision of this Deed but subject to the Supervision Act, the Trustee may:

(i) either:

(A) if a receiving spouse is not a Member, create a new interest in the Fund for the receiving spouse and credit the amount set out in the Contribution Splitting Application to that interest, in which case the Trustee may determine the terms and conditions that will apply to the new interest;

(B) if the receiving spouse already has an interest in the Fund, credit the amount set out in the Contribution Splitting Application to the receiving spouse's existing interest; or

82 Inserted by Deed of amendment dated April 2006 with effect from 1 January 2006.

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48 (C) transfer or roll over the amount set out in the Contribution

Splitting Application to an Approved Arrangement for the receiving spouse; and

(ii) adjust the interest of the applicant Member in such manner as it considers appropriate to reflect the splitting of the Member's splittable contributions pursuant to subparagraph (i).

(d) The Trustee may from time to time specify conditions and restrictions relating to Contribution Splitting Applications (Contr ibut ion Splitting Rules) which, in addition to the requirements of the Supervision Act, must be complied with by the Member and receiving spouse in order for a Contribution Splitting Application to be valid. The Contribution Splitting Rules may also set out rules regulating the splitting of contributions.

(e) The Trustee may vary or revoke the Contribution Splitting Rules from time to time in its absolute discretion.

(f) The Trustee may charge reasonable fees in respect of any thing done by the Trustee in relation to the splitting of contributions under this clause 18.13.

19. TRANSFERS TO AND FROM APPROVED ARRANGEMENTS

19.1 Transfers to Approved Arrangements

(a) Subject to Clause 1A, the Trustee may, upon the request of a Member, at any time while the person is a Member transfer to an Approved Arrangement in which the Member participates, or is eligible to participate, in lieu of providing a benefit from the Fund, an amount of money or other assets or a combination of money and other assets representing all or part of the amount determined by the Trustee to be the Member's interest in the Fund at the time of making the determination.

(b) Upon the transfer of the Member's whole benefit from the Fund being effected all interest of whatsoever nature of the Member in the Fund shall cease and the Trustee shall thereby be released and discharged accordingly in respect of the Member.

(c) Upon the transfer of a part of the Member's benefit from the Fund being effected the Trustee shall thereupon be released and discharged in respect of the part transferred, and the Trustee may thereafter reduce or otherwise adjust any benefit to be provided to or in respect of the Member to such extent as it in its discretion considers to be appropriate having regard to the amount transferred.83

19.2 Unclaimed Money and Approved Arrangements

(a) The Trustee shall have the right in accordance with the relevant requirements of a Relevant Law to transfer an amount of money representing all of the

83 The Deed of Amendment dated 20 October 2005 replaced the reference in clause 19.1(a) to 'Clause 24' with 'Clause 1A'.

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49 amount determined by the Trustee to be a Member's interest in the Fund at the time of making the determination to an Approved Arrangement.

(b) The Trustee shall have the right in accordance with the relevant requirements of a Relevant Law to pay Unclaimed Money as required by the relevant requirement of a Relevant Law.

(c) Upon the transfer or payment of the whole or any part of a Member's interest in the Fund being effected, the Trustee shall thereupon be released and discharged in respect of the whole or part transferred or paid accordingly in respect of the Member.

Transfers from Approved Arrangements 19.3

Subject to Clause 19.4 and to Clause 1A, the Trustee shall have the right to receive from the trustees or administrators or other controlling body of an Approved Arrangement by way of transfer or otherwise any money or other assets in respect of a Member's interest in that other fund and the Trustee shall increase the benefits otherwise payable to or in respect of the Member in such manner (if any) as the Trustee and the Member may agree. 84

Conditions 19.4

Subject to Clause 1A, the Trustee shall have power to impose such conditions relating to any amount transferred pursuant to this Clause as the Trustee shall think fit.85

AMENDMENT OF DEED 20.

General Power of Amendment 20.1

Subject to the provisions of this Clause 20, the Trustee may at any time and from time to time by deed or by written declaration or by resolution of the directors of the Trustee amend, delete from or add to all or any of the provisions contained in this Deed including the provisions of this Clause 20 PROVIDED THAT any such amendment deletion or addition is in accordance with the relevant requirements of a Relevant Law.

And PROVIDED FURTHER THAT no such alteration, addition or deletion shall reduce or prejudice the Benefits secured to a 86Member pursuant to this Deed87 in respect of contributions paid in respect of the 88Member to the date of such alteration unless:

(a) the reduction is required because of, and does not exceed the value of, any tax payable on the taxable income of the fund; or

84 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'. 85 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'. 86 The words 'Participant or' were deleted by Deed of Amendment dated 1 May 2003.

The words 'pursuant to this Deed' were inserted by Deed of Amendment dated 24 September 2007 with effect from 1 July 2007. 88 The words 'Participant or' were deleted by Deed of Amendment dated 1 May 2003.

87

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50 (b) the reduction is required to enable the fund to comply with the Relevant Law;

or

(c) the consent of the Member, and if the benefits are subject to a payment split in accordance with the Relevant Law, of the Non-Member Spouse, whose rights are affected are first obtained; or 89

(d) the written approval of the Regulator is obtained.

20.2 Amendments to Secure Favourable Tax Treatment

Notwithstanding the provisions of Clause 20.1, the Trustee may at any time and from time to time by deed or by written declaration or by resolution of the directors of the Trustee amend, delete from or add to all or any of the provisions contained in this Deed in order to ensure

(a) that the benefits being provided from the Fund secure the most favourable taxation treatment available to the Fund from time to time; and

(b) as far as it may lawfully be arranged, that this Deed and the benefits payable hereunder shall be exempt from any Taxes.

Any amendment, deletion or addition made pursuant to this Clause 20 shall not be deemed to be detrimental to, or a reduction of, the benefits of a Member already secured at the date of such amendment, deletion or addition.

20.3 Effective Date of Amendments

Subject to the foregoing provisions of this Clause, any amendment, deletion or addition made pursuant to Clause 20.1 or 20.2:

(a) shall come into force on the making of the deed, written declaration or resolution (as the case may be) and shall take effect as from that date or as from such earlier or later date as may be specified for that purpose in the said deed, written declaration or resolution; and

(b) for the time being in force shall be of the same validity as if it had been originally contained in this Deed and may in like manner be amended, deleted from or added to.

20.4 Notification to Members

The Trustee shall in accordance with the relevant requirements of any Relevant Law notify each Member and each Non-Member Spouse whose Member-Spouse's benefits are subject to a payment split in accordance with the Relevant Law90 of any amendment, deletion or addition made pursuant to Clauses 20.1 or 20.2 and all Members and Non-Member Spouses91 shall be bound thereby. No accidental failure or omission to give any

89 Inserted by Deed of Amendment dated 1 May 2003. 90 Inserted by Deed of Amendment dated 1 May 2003. 91 Inserted by Deed of Amendment dated 1 May 2003.

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51 such notification shall prejudice or invalidate the relevant amendment, deletion or addition.

MISCELLANEOUS 21.

Powers of Employer not Affected 21.1

Nothing in this Deed shall be deemed to affect, prejudice or alter in any way the powers of an Employer with regard to the dismissal or remuneration of or any dealings whatsoever with any of its Employees and nothing contained in this Deed renders an Employer liable or responsible, and an Employer is not liable or responsible in any way, for any act or omission of the Trustee or another Employer or an employee or other person in connection with this Deed, or the Fund. Any benefits to which a Member or other person may be or may claim to be entitled under this Deed and any forfeiture of benefits shall not be used or alleged or claimed as damages or as grounds for increasing damages in any action or claim by the Member or by anyone claiming through or under the Member against an Employer in respect of any such dismissal or dealing or otherwise.

Employers not Fiduciary 21.2

Except to the extent expressly provided in this Deed, when acting in its capacity as an Employer, under this Deed an Employer is in no sense under a fiduciary or other duty and has in relation to the exercise, non-exercise or partial exercise of any power vested in an absolute and uncontrolled discretion and is not required to give to any person any reason for or explanation of its exercise, non exercise or partial exercise of such a power.

21.3 Employment Dates

If any doubt or dispute arises as to the date on which a person entered or left the employ or service of an Employer, a certificate by the Employer on the matter shall be final, conclusive and binding on all interested persons.

Appointment of Receiver 21.4

If at any time a receiver, receiver and manager, liquidator or trustee in bankruptcy is appointed in respect of an Employer or over the property of an Employer or if an Employer is placed under the official management of a person or a committee of management (such receiver, receiver and manager, liquidator, trustee or person or committee appointed as official manager being hereinafter in this Clause 21 called the "Receiver") then notwithstanding anything expressed or implied to the contrary in this Deed other than Clause 1A:

(a) all the powers vested in or exercisable by that Employer in any capacity shall be deemed to be vested in or exercisable by the Receiver until the Receiver is discharged from or otherwise ceases to hold office; and

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52 (b) references in this Deed to that Employer shall be deemed to be references to

the Receiver until the Receiver is discharged from or otherwise ceases to hold office.92

NOTICE 22.

Methods of Notice 22.1

A notice, cheque or other written matter (all of which are in this Clause 22 collectively referred to as "notice") may be given to an Employee, Member Beneficiary or any person claiming a benefit from the Fund by handing it to the person personally or by leaving it at his or her address last known to the person on giving such notice or by sending it to that address by ordinary prepaid post.

Additional Methods of Notice 22.2

In addition to the methods of notice specified in Clause 22.1, notification of any matter may be given:

(a) to an Employee (whether or not a Member), by way of a notice placed on notice boards normally utilised for information dissemination purposes in the workplace of such Employee; or

(b) to an Employee, Member or a Beneficiary, by way of a notice placed in newspaper circulating in such place or places as the Trustee consider appropriate in the circumstances.

Deemed Notice 22.3

A notice shall be deemed to have been received:

(a) in the case of a notice given or served by hand - at the time of delivery;

(b) in the case of a notice given or served by post - at the expiration of two days after posting;

(c) in the case of a notice placed on a notice board as provided in Clause 22.2(a) -on the normal working day on which the notice is placed on the notice board or, if the date of placement is not a normal working day, the normal working day next following the placement thereof; and

(d) in the case of a notice published in a newspaper as provided in Clause 22.2(b) -two days after the date such newspaper is published,

or, in any case, at such later date (if any) as the Trustee determines to appropriate in the circumstances.

92 The Deed of Amendment dated 20 October 2005 replaced the reference to 'Clause 24' with 'Clause 1A'.

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53 COMPLAINTS AND ENQUIRIES PROCEDURES 23.

The Trustee shall establish arrangements and procedures under which Members or Beneficiaries have the right to make inquiries into or complaints about the operation or management of the Fund in relation to the Member or Beneficiary making the inquiry or complaint in accordance with any requirement of a Relevant Law.

[DELETED]93 24.

STATUTORY FINANCIAL MANAGEMENT OF FUND 25.

If the Trustee determines that the financial position of the Fund is unsatisfactory or that the founding and solvency of the Fund is such that the statutory financial management provisions of the Supervision Act apply, then the Trustee must initiate winding up proceedings or otherwise administer and deal with the assets of the Fund in accordance with such provisions of the Supervision Act.

26. FAMILY LAW

Trustee's Powers 26.1

Notwithstanding any other provisions of this Deed, but subject to Clause 1A, the Trustee will have power to do or to procure to be done all acts, matters and things which the Trustee may deem expedient or necessary to comply with the Relevant Law including, but not limited to:

(a) admit or refuse to admit a Non-Member Spouse to Membership in accordance with Clause 26.2;

(b) provide information in accordance with and as required by the Relevant Law;

(c) determine the accrued benefit multiple for the purposes of the Family Law Act 1975 and any regulations prescribed thereunder;

(d) do all things necessary to give effect to or administer any agreement, arrangement, court order, notice or request in respect of a Non-Member Spouse's Entitlement or a Member-Spouse's Superannuation Interest or Entitlement as required under the Relevant Law;

(e) adjust or reduce the Member-Spouse's Superannuation Interest or any other amount, benefit or Entitlement in respect of the Member-Spouse that the Trustee considers represents the amount to which a Non-Member Spouse is entitled as calculated under the Relevant Law;

(f) pay to or for the benefit of the Non-Member Spouse, transfer or roll over to an Approved Arrangement to be held for the benefit of the Non-Member Spouse the amount that the Trustee considers represents at least the value of the Non-Member Spouse's Entitlement at the time the amount is paid, transferred or rolled over (as the case may be), the Transferable Benefits or such other

93 Clause 24, 'Overriding Compliance provisions', was deleted by Deed of Amendment dated 20 October 2005.

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54 amount as the Trustee may determine subject to and in accordance with the Relevant Law;

(g) if the Non-Member Spouse is or will become a Member under Clause 26.2(a), the Trustee may credit the Non-Member Spouse's Member Account with the amount which the Trustee considers represents at least the value of the Non-Member Spouse's Entitlement at the time the new interest is created in respect of the Non-Member Spouse, the Transferable Benefits or such other amount as the Trustee may determine subject to and in accordance with the Relevant Law;

(h) if the Non-Member Spouse is not a Member and will not be admitted to Membership pursuant to Clause 26.2(a), until a payment, transfer or rollover occurs under Clause 26.1(f) the Trustee may record in the Fund's records the amount which the Trustee considers represents at least the value of the Non-Member Spouse's Entitlement, the Transferable Benefits or such other amount as the Trustee may determine subject to and in accordance with the Relevant Law; and

(h) impose any charges, taxes, reasonable fees or other costs in relation to any acts, matters or things done under this Clause 26 on such terms and conditions as the Trustee determines (including by debiting the Member-Spouse's Member Account) subject to the Relevant Law.94

26.2 Non-Member Spouse

(a) Subject to Clause 26.2(d), the Trustee may admit a Non-Member Spouse to Membership as it thinks fit subject to the Relevant Law.

(b) If the Trustee refuses to admit a Non-Member Spouse to Membership pursuant to Clause 26.2(a), the Trustee will not be bound to provide any reason for such refusal, create an interest in the Fund in respect of the Non-Member Spouse or take any further action unless deemed necessary by the Trustee or required by the Relevant Law.

(c) If the Trustee admits a Non-Member Spouse to Membership pursuant to Clause 26.2(a)

(i) the Trustee will create an interest in the Fund in respect of the Non-Member Spouse in accordance with the Relevant Law;

(ii) the Non-Member Spouse will be treated as having been admitted to Membership on the date that the Trustee creates an interest for the Non-Member Spouse under Clause 26.2(c)(i) or such other date as required under the Relevant Law; and

(iii) from the date the Non-Member Spouse is admitted to Membership, he or she will be bound by the terms, trusts and conditions of this Deed.

94 Deed of amendment dated 20 October 2005 replaced the reference at the beginning of clause 26.1 from 'Clause 24' to 'Clause 1A'.

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55 (d) If a Non-Member Spouse is already a Member of the Fund then he or she will

continue to be a Member in respect of his or her Entitlement (including the amount (if any) determined under Clause 26.1) unless Clause 26.1(f) applies.95

95 New Clause 26 inserted by Deed of Amendment dated 1 May 2003.

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