State Super Investment Fund

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1 State Super Investment Fund Consolidated Trust Deed State Super Financial Services Australia Limited (Trustee) This is an unexecuted consolidated working copy of the Trust Deed for the State Super Investment Fund, which consists of separate constitutions for each Fund, as at 9 May It consists of the Trust Deed dated 22 November 1991 as amended by: Supplemental Deed dated 19 May 1992; Supplemental Deed dated 30 March 1993; Supplemental Deed dated 14 October 1993; Supplemental Deed dated 25 October 1995; Supplemental Deed dated 24 April 1997; Supplemental Deed dated 18 October 1999; Supplemental Deed dated 3 October 2001; Supplemental Deed dated 26 March 2003; Supplemental Deed dated 23 May 2003; Supplemental Deed dated 16 February 2004; Supplemental Deed dated 29 June 2005; Supplemental Deed dated 27 October 2006; Supplemental Deed dated 27 March 2007; Supplemental Deed dated 19 December 2008; Supplemental Deed dated 4 August 2009; Supplemental Deed dated 21 April 2011; Supplemental Deed dated 18 May 2011; Supplemental Deed dated 30 October 2012; and Supplemental Deed dated 21 March MinterEllison L A W Y E R S AURORA PLACE, 88 PHILLIP STREET, SYDNEY NSW 2000, DX 117 SYDNEY TEL: FAX:

2 Table of Contents 1. Interpretation 1 2. Establishment of the Trusts 9 3. Creation of initial Units Creation of additional Units Application for and issue of Units Deposit advices Minimum applications and holdings Redemption of Units and switching Units Investment of the Trust Funds Investment register Management of the Trusts Period of Trusts and termination Income of the Trusts Valuation of the Trust Funds Auditor Accounts and audit Register of Unit Holders Branch registers Transfer and transmission of Units Trustee's powers and indemnities Covenants by the Trustee DELETED DELETED Retirement of Trustee Remuneration of Trustee Meetings of Unit Holders Notices Payments to Unit Holders Amendment to Trust Deed 48 Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page i

3 30. Documents to be retained by Trustee Unit Holder bound by Deed Inspection of Deed Trustee's indemnity Limitation of liability of Unit Holders Governing law Power of Trustee to obtain information as to beneficial ownership of Units DELETED Complaints 52 First Schedule - State Super Investment Fund Cash Fund 53 Second Schedule - State Super Investment Fund Capital Stable Fund 54 Third Schedule - State Super Investment Fund Balanced Fund 55 Fourth Schedule - State Super Investment Fund Growth Fund 56 Fifth Schedule - State Super Investment Fund Growth Plus Fund 57 Sixth Schedule - State Super Investment Fund Moderate Fund 59 Seventh Schedule - State Super Investment Fund Australian Equities Fund 61 Eighth Schedule - State Super Investment Fund International Equities Fund 63 Ninth Schedule - State Super Investment Fund Fixed Interest Fund 65 Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page ii

4 Consolidated Trust Deed for the State Super Investment Fund 1. Interpretation 1.1 The following words have these meanings in this deed, its recitals, the present and any future Schedules and any Certificates or Transaction Advices issued under this deed unless the contrary intention appears: Accounts means the accounts the Trustee is obliged to prepare under the Corporations Act. Adviser Services includes the following services: (c) (d) advice (including general and personal financial product advice); dealing or arranging (including transaction or execution related) services; reporting services; and administration services, that may be provided by a person in respect of a Unit Holder's Units in a Trust. Application Price means the issue price of a Unit in a Trust being: in relation to the first application for a class of Unit in a Trust, as calculated in accordance with clause 3.3 and clause 3.4; and otherwise, in the case of the State Super Investment Fund - Cash Fund the sum of $1.00 and in the case of each other Trust being a price calculated by the Trustee from time to time in accordance with the provisions of the Schedule relating to that Trust or, if the Schedule makes no provision, the Application Price of a Unit is calculated in accordance with the following formula: (NAV + X) U Where: NAV = The Net Asset Value of the relevant Trust as at: X = if an application for Units in a Trust is received by the Trustee before the Prescribed Time on a Business Day or on a day which is not a Business Day, the next Valuation Time following receipt of the application; or if an application for Units in a Trust is received by the Trustee after the Prescribed Time on a Business Day, the second Valuation Time following receipt of the application, if the application is accepted by the Trustee; an amount which the Trustee determines in accordance with generally accepted accounting principles to be the aggregate of all costs, charges, stamp duties, expenses, disbursements, commissions, brokerage and other usual fees which would be incurred if the Assets of that Trust held as at the applicable Valuation Time, were acquired at that time; and Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 1

5 U = and: (i) (ii) Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 2 the aggregate of the number of Units in Issue in that Trust as at the applicable Valuation Time; for Units that are issued as a class of Units pursuant to clause 3A, NAV, X and U are each that proportion of those variables that the Trustee determines is properly referable to the class of Unit for which the Application Price is being calculated; and if the calculation results in a fraction of a cent, the Application Price of a Unit is adjusted downwards to the second decimal place of a cent. ASIC means the Australian Securities and Investments Commission. Assets in respect of a Trust include: (c) (d) (e) Cash on hand or at a bank in any currency in accounts of that Trust; investments of that Trust; amounts owing to the Trust by debtors, having made proper provision for any bad or doubtful debts; income accrued to that Trust from investments of the Trust to the extent not included in the preceding paragraphs of this definition; and any prepayment of expenditure for that Trust. Auditor means the auditor or auditors for the time being of a Trust appointed under clause 15. Bank Account means an account which is maintained by a person with a Banking Corporation. Banking Corporation has the meaning contained in the Corporations Act. Branch Register has the meaning contained in clause 18. Business Day means a day (not being a Saturday and Sunday) on which the Trustee is open for Business and on which Banking Corporations generally are open for banking business in Sydney. Capital Reserve Account has the meaning contained in clause Cash includes cheques. Certificate means a certificate issued or to be issued to a Unit Holder in respect of a Trust under the provisions of this deed. Commonwealth means the Commonwealth of Australia. Corporation has the meaning contained in the Corporations Act and includes, but is not limited to, corporations formed or incorporated outside the Commonwealth and not recognised in the Commonwealth. Corporations Act means the Corporations Act 2001 (Cth). Corporations Regulations means the Corporations Regulations 2001 (Cth). Cost means, in relation to an Asset, the total cost of the Asset to a Trust including, without limitation, all stamp duty, brokerage, commission, valuation and legal fees incurred directly in connection with the acquisition of the Asset. CPI Adjustment means an adjustment (whether up or down) in the same proportion as the Consumer Price Index All Groups weighted average for the 8 capital cities last published before the date on which the relevant determination is to be made bears to the Consumer Price Index All

6 Groups weighted average for the 8 capital cities published by the Australian Bureau of Statistics for the quarter ended 30 June 1993 PROVIDED THAT if the Consumer Price Index All Groups weighted average for the 8 capital cities ceases to be published quarterly or ceases to be calculated by the Australian Bureau of Statistics in a manner substantially similar to the manner in which it is calculated as at the quarter ended 30 June 1993, the Consumer Price Index All Groups weighted average for the 8 capital cities is to be replaced by the nearest equivalent index (as determined by the Trustee) and any necessary consequential amendments are to be made. Disclosure Document means a Product Disclosure Statement (as defined in the Corporations Act) and any other disclosure document contemplated by the Corporations Act describing the features of a Trust. Distribution Account has the meaning contained in clause Distribution Reinvestment means the reinvestment of income in a Trust pursuant to clause Dollars, A$, AUD and $ means the lawful currency of the Commonwealth. Facility Application means a request by a Unit Holder for the Trustee to redeem Units in accordance with the Monthly Withdrawal Facility. Financial Year means in respect of a Trust the period of 12 months ending on 30 June in any year except that the first Financial Year of a Trust is the period from the date of commencement of the Trust and ending on the next 30 June inclusive and the last Financial Year of a Trust is the period to the date of termination of the Trust from the immediately preceding 1 July inclusive. gross up of an amount means: Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 3 an additional amount being included in a calculation in respect of a franking credit, a foreign income tax offset or payment of foreign income tax; or the inclusion of any other amount otherwise properly included in a calculation but not actually received by the Trustee in cash or equivalent. Half Year means in respect of a Trust: the period from the date of commencement of the Trust and ending on the next 30 June or 31 December, inclusive, whichever first occurs; and each following period of 6 Months during the continuance of the Trust from the day following the last day of the preceding Half Year and ending at the expiry of 6 Months, save that the last Half Year of the Trust is the period to the date of termination of the Trust from the preceding 1 July or 1 January, whichever last occurred. Holding in relation to a Unit Holder means the Units registered in the name of the Unit Holder in relation to a Trust shown on the Register for that Trust and includes all Units in Issue which the Unit Holder is entitled to have registered in the name of the Unit Holder after acceptance of its application by the Trustee. Income Distribution Period means: in relation of the State Super Investment Fund - Cash Fund, a Quarter or any other period of time determined by the Trustee from time to time; and in relation to all other Trusts, the Income Entitlement Period. Income Entitlement Period means: in relation to the State Super Investment Fund - Cash Fund, a day, or any other period of time determined by the Trustee from time to time; and

7 in relation to all other Trusts, a Quarter or any other period of time specified in the Schedule applicable to the relevant Trust or determined by the Trustee from time to time. Issue Date means the date on which a Unit is deemed to be issued under clause 5.4. Liabilities in respect of a Trust include: (c) (d) (e) (f) (g) unpaid administrative costs and expenses including fees of the Trustee; accrued charges in respect of or owing in relation to any Asset; amounts required to meet current liabilities; amounts of all borrowings; deposits or margin calls required to be paid under any futures contract or any put option or call option; any provisions for tax which in the opinion of the Trustee should be taken into account; and any other amounts required to meet liabilities or other expenditure which in accordance with generally accepted accounting principles should be taken into account and which have not otherwise been taken into account in determining the amount of the Liabilities in any of the preceding paragraphs of this definition. Managed Investment Scheme has the meaning given to that expression in the Corporations Act. Month means calendar month. Monthly Withdrawal Facility means a facility pursuant to which the Trustee automatically redeems a Unit Holder's Units on a monthly basis. Net Annual Income means the net income in relation to a Trust calculated under the provisions of the Tax Act for a year of income. Net Asset Value means in relation to a Trust the sum from time to time ascertained by the Trustee which is the aggregate of: the Value of all Assets of the Trust; and any other amounts which should be included in the aggregate for the purpose of making a fair and reasonable determination of the Value of the Trust Fund in accordance with generally accepted accounting standards and principles current from time to time and clause 1.2(f), less the aggregate of: (c) all Liabilities of the Trust; and all amounts credited to the Distribution Account; and any other amounts which should be included in the aggregate: (i) (ii) for the purpose of making a fair and reasonable determination of the Value of the Trust Fund in accordance with generally accepted accounting standards and principles from time to time and clause 1.2(f); and as a provision for income tax or capital gains tax which would be payable by the Trustee or the Unit Holders on the disposal of all or any of the Assets of the Trust. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 4

8 Net Period Income means the net income in relation to a Trust calculated under the provisions of the Tax Act but assuming an Income Entitlement Period is a year of income for the purposes of that Act. Non-Resident Unit Holder has the meaning contained in clause Prescribed Time means, for a Trust, such time or times as is determined by the Trustee from time to time. Quarter means in respect of a Trust: Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 5 the period from the date of commencement of the Trust and ending on the next 31 March, 30 June, 30 September or 31 December, inclusive whichever is the first to occur which is more than 90 days after the commencement of the Trust; and each following period of 3 Months during the continuance of the Trust from following the last day of the preceding Quarter and ending at the expiry of 3 Months save that the last Quarter of the Trust is the period to the date of termination of the Trust from the preceding 31 March, 30 June, 30 September or 31 December whichever last occurred. Redemption Notice means a notice containing the details required by clause 8.6. Redemption Price means, in relation to a Trust, a price per Unit calculated by the Trustee in accordance with the provisions in the Schedule relating to that Trust or if the Schedule makes no provision, a price per Unit calculated as follows: Where: (NAV - Y) U NAV = The Net Asset Value of the relevant Trust as at: Y = U = and: (i) (ii) if a request to redeem Units in a Trust or a Switching Notice is received by the Trustee before the Prescribed Time on a Business Day or on a day which is not a Business Day, the next Valuation Time following receipt of the request; or if a request to redeem Units in a Trust or a Switching Notice is received by the Trustee after the Prescribed Time on a Business Day, the second Valuation Time following receipt of the request, if the request is accepted by the Trustee; an amount which the Trustee determines in accordance with generally accepted accounting principles to be the aggregate of all costs, charges, stamp duties, expenses, disbursements, commissions, brokerage and other usual fees which would be incurred if the Assets of that Trust held as at the applicable Valuation Time, were sold at that time; the aggregate of the number of Units in Issue in that Trust as at the applicable Valuation Time; for Units that are redeemed from a class of Units created pursuant to clause 3A, NAV, Y and U are each that proportion of those variables that the Trustee determines is properly referable to the class of Unit for which the Redemption Price is being calculated; and if the calculation results in a fraction of a cent, the Redemption Price of a Unit is adjusted downwards to the second decimal place of a cent. Register means the registers referred to in clauses 17.2 and 18.1.

9 Related Corporation of a corporation means another corporation which is related to the first within the meaning of section 50 of the Corporations Act. Related Scheme means a Managed Investment Scheme operated by the Trustee or by an associate of the Trustee. Relief means any declaration made or exemption granted by ASIC that is applicable to a Trust and that is in force. Schedule means a schedule to this deed relating to a Trust. Special Resolution means a resolution which is a special resolution for the purposes of the Corporations Act. Subsidiary has the meaning contained in the Corporations Act. Switching Fee means the fee referred to in clause Switching Notice means a request made to the Trustee by a Unit Holder under clause 8.29 that the Trustee cause Units in one Trust to be redeemed and apply the proceeds toward the subscription of Units in another Trust. Tax includes all income tax, withholding tax, goods and services tax, stamp, financial institutions, registration and other duties, bank accounts debits tax and other taxes, levies, imposts, deductions and charges whatsoever (including, in respect of any duty imposed on receipts or liabilities of financial institutions, any amounts paid in respect of them to another financial institution) together with interest on them and penalties with respect to them (if any) and charges, fees or other amounts made on or in respect of them. Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, whichever applies in the context used. Termination Date in relation to a Trust means the first to occur of the following dates: the eightieth anniversary of the date of this deed; DELETED; (c) the date determined under clause 12.2 or 12.3; (d) (e) DELETED; the date on which the Trust is terminated under statute or general law. Transaction Advice means a notification in writing (signed or unsigned) that: (c) application moneys have been received and accepted under the provisions of this deed in respect of the issue of Units in a Trust; or Units in a Trust have been redeemed; or Units in a Trust have been redeemed and the proceeds of the redemption have been applied to the issue of Units in another Trust. A Transaction Advice does not constitute evidence of a Unit Holder's title to the Units referred to in the Transaction Advice. In particular, a Unit Holder may not be required to surrender a Transaction Advice on redemption or transfer of units. Transfer Fee means the fee referred to in clause Trust means each of the Trusts constituted under this deed. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 6

10 Trust Fund means in relation to a Trust all of the Assets for the time being of the Trust, but subject to the Liabilities of the Trust at that time. Trust Property means the property, rights and assets (so recognised in accordance with generally accepted accounting principles) of the Trust. Trustee means the person appointed as the Trustee of a Trust for the time being who shall also be the responsible entity of the Trust for the purposes of the Corporations Act and if at any time the same person is not the Trustee of each Trust, Trustee means in respect of each Trust the Trustee of that Trust. Unit means, subject to the provisions of the Schedule relating to a Trust, an undivided part or share in the beneficial interest in a Trust Fund as described in clause 3. Unit Holder means the person for the time being registered under the provisions of this deed as the holder of a Unit (or part thereof) in a Trust and includes persons jointly registered. Units in Issue means all Units for the time being created and issued in respect of a Trust and not cancelled but on a particular day does not include Units redeemed on that day. Valuation Roll has the meaning contained in clause Valuation Time means a time as at which the Trustee calculates the Net Asset Value of a Trust pursuant to clause Value in relation to an Asset of a Trust means the value of the Asset determined by the Trustee in accordance with clause In this deed, the recitals, the Schedules and any Certificate or Transaction Advice unless the contrary intention appears: (c) (d) (e) (f) (g) (h) a reference to this deed or another instrument includes any variation or replacement of them; a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; the singular includes the plural and vice versa; the word person includes a firm, body corporate, an unincorporated association or an authority; a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns; a reference to an accounting term is to be interpreted in accordance with approved accounting standards under the Corporations Act, schedule 5 to the Corporations Regulations and, if consistent with those accounting standards and that schedule, generally accepted principles and practices in Australia applied by a body corporate or as between bodies corporate in the same manner and over time; a reference to any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of persons is a reference to any one or more of them; and if an act prescribed under this deed to be done by a party on or by a given day is done after 5.30pm on that day and the definition of Prescribed Time does not apply to that act, it is to be taken to be done on the following day. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 7

11 Headings are inserted for convenience and do not affect the interpretation of this deed. Exchange of currencies 1.3 Whenever it is necessary for the calculation of any cost, value, price or other amount under this deed: to convert a foreign currency into Australian currency, the Australian currency equivalent of the foreign currency is to be determined at the spot transfer buying rate of that foreign currency for Australian currency; or to convert Australian currency into foreign currency, the foreign currency equivalent of the Australian currency is to be determined at the spot transfer selling rate of that foreign currency for Australian currency, in each case as quoted by an Australian-incorporated Banking Corporation which the Trustee nominates on the date of the calculation or, if the nominated Banking Corporation is closed for business on the date of calculation, on the next day on which the nominated Banking Corporation is open for business or by another method which is determined by the Trustee. Schedules 1.4 The provisions contained in any present or future Schedule to this deed apply in relation to the Trust to which the particular Schedule refers and in the event of any conflict between those provisions and any provisions in this deed the relevant provisions in the Schedule prevail. 1.5 A reference to this deed includes a reference to all present and future Schedules to this deed. Application of Accounting Principles and Standards 1.6 Notwithstanding any other provision of this deed, where the effect of this deed as at 31 December 2004 (Effective Date) was that any of the Relevant Amounts were required to be calculated by reference to: the value of any Trust Property, or the amount of any liability that under this deed may be discharged from Trust Property, and the effect of the deed was that that value or amount was to be worked out by applying generally accepted accounting principles or methodology set out in an accounting standard as generally accepted or in force from time to time then, as from the day after the Effective Date, those Relevant Amounts must be calculated instead by applying generally accepted accounting principles or accounting standards as generally accepted or in force as at the Effective Date. Relevant Amounts are: (c) (d) (e) the consideration that is to be paid to acquire an interest in a Trust; the amount to be paid on a withdrawal from a Trust; the fees payable to the Trustee, any agent of the Trustee or any custodian who holds Trust Property; the extent of any limitation on borrowings or on the investment of Trust Property; and the amount of a distribution payable to Unit Holders in a Trust. Corporations Act 1.7 While a Trust is registered as a managed investment scheme under the Corporations Act, the Trustee and each Unit Holder must, subject to the Corporations Act and to any Relief applicable to the Trust, comply with: Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 8

12 any conditions of, and any covenants required to be contained in the constitution for the Trust as a condition of the Relief, for so long as it applies; and all provisions required from time to time to be contained in the constitution for the Trust as a condition of any class order applicable to the Trust, for so long as it applies. 1.8 For so long as a Trust is registered as a managed investment scheme: any covenants required to be contained in the constitution for the Trust as a condition of any Relief are taken to be contained in this constitution for so long as the Relief applies; and all provisions required from time to time to be contained in the constitution for the Trust as a condition of any class order applicable to the Trust are taken to be contained in the constitution to the extent that they are not specifically set out in this constitution for so long as the class order applies. 2. Establishment of the Trusts Appointment of Trustee 2.1 Perpetual Trustee Company Limited was appointed as the original trustee of each of the Trusts listed in clause 2.6. With effect from 1 November 1999, Perpetual Trustee Company Limited retired as trustee and the Trustee was appointed as the responsible entity of each of the Trusts listed in clause 2.6 for the purposes of the Corporations Act and as the trustee of each of the Trusts. 2.2 DELETED Declarations of trust 2.3 The Trustee declares that it will hold the Assets that constitute each Trust on trust for the Unit Holders of that Trust as trustee of that Trust, perform its duties and act in the interests of the Unit Holders of that Trust on and subject to the terms and conditions of this deed applicable to that Trust. Initial settlement 2.4 The State Super Investment Fund began on 22 November 1991 when the Trustee (formerly known as State Super Financial Services Limited) lodged with Perpetual Trustee Company Limited $100 in respect of each of the initial Trusts referred to in clause 2.6 for investment in accordance with this deed. Further settlements 2.5 DELETED The original Trust 2.6 The initial Trusts were: STATE SUPER INVESTMENT FUND - CASH FUND STATE SUPER INVESTMENT FUND - CAPITAL STABLE FUND STATE SUPER INVESTMENT FUND - BALANCED FUND The Trust established on 9 May 1997 when the Trustee (formerly known as State Super Financial Services Limited) lodged $100 with Perpetual Trustee Company Limited for investment in accordance with this deed was the STATE SUPER INVESTMENT FUND - GROWTH FUND. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 9

13 New Trusts 2.7 The Trustee may at any time and from time to time constitute a new Trust by executing a supplemental trust deed under which a further Schedule is added to this deed, specifying the name of the Trust and the provisions which are to apply to that Trust in addition to the provisions of this deed. The Trustee is to be the responsible entity of the Trust for the purposes of the Corporations Act and the trustee of that Trust and the terms and conditions of this deed and the further Schedule apply to that Trust. The constitution for that Trust will take effect upon registration of the Trust as a registered scheme under the Corporations Act and any such new Trust begins when the Trustee accepts the first application for Units in the new Trust in accordance with clause 5.2. Entitlement to Trust Fund and limitation on entitlement 2.8 A Unit confers on a Unit Holder a beneficial interest in the Trust Fund of the Trust in which the Unit is held but the interest does not entitle the Unit Holder other than as provided in this deed or as permitted by law to: (c) (d) (e) (f) interfere with the rights or powers of the Trustee in its dealings with the Trust Fund; or an interest in any particular part of the Trust Fund or any Asset; or require the transfer to the Unit Holder of an Asset; or attend meetings whether of shareholders, ratepayers or otherwise or to take part in or to consent to any action concerning any property or corporation in which the Trust holds an interest; or exercise any rights, powers or privileges in respect of any Asset; or lodge with a government authority or any person any caveat or other notice whether under the provisions of any legislation of a State or Territory of the Commonwealth or otherwise: (i) (ii) forbidding (either conditionally or absolutely) the registration of any person as transferee or proprietor of or any instrument affecting any real property or other Asset of the Trust Fund; or claiming any estate or interest in any real property or other Asset of the Trust Fund; or (g) interfere in any way with any other Trust or Trust Fund constituted under this deed. Trust Funds to be kept separate 2.9 The Trustee must keep each of the Trust Funds separate. Notwithstanding any other provision of this Deed, the Trustee may establish and maintain one or more Bank Accounts into which are deposited moneys representing the Application Price paid in respect of Units in all or any of the Trusts pending transfer of the moneys so deposited to accounts for the respective separate Trusts to which they relate, and moneys representing amounts held in Distribution Accounts for the Trusts pending payment to the Unit Holders or any other party entitled and any of the categories of moneys of all or any of the Trusts determined by the Trustee. That portion of the credit balance standing in any such Bank Account which represents the Application Price paid in respect of Units in a particular Trust, or moneys payable to Unit Holders referable to Units held in a particular Trust, is an Asset of that particular Trust. If at any time there is more than one Trustee, then the Trustee shall be entitled to maintain Bank Accounts in accordance with this provision only for those Trusts of which it is Trustee. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 10

14 Assets and Liabilities of Trusts 2.10 The Assets of a Trust are not available to meet any Liabilities of any Trust other than the Trust of which those Assets form a part The Liabilities of a Trust are not to be aggregated with the Liabilities of any other Trust or offset against the Assets of any Trust other than the Trust of which those Liabilities relate. Mixture of Assets 2.12 The Trustee must account for the Assets and Liabilities included in each Trust separately from the Assets and Liabilities included in all other Trusts but may if necessary, make a fair apportionment between Trusts of any Asset which belongs to one or more Trust or of any Liability which relates to one or more Trust. The amount so apportioned shall be an Asset or Liability (as the case may be) of each Trust to the extent it is apportioned to that Trust. 3. Creation of initial Units Division into Units 3.1 The beneficial interest in the Trust Fund of each Trust is divided into Units and, except as otherwise provided in this deed or by their respective terms of issue, every Unit confers on its holder an equal interest in the Trust Fund of the Trust to which the Unit relates. Units of equal value 3.2 Subject to clause 5.7 and except as otherwise provided in this deed or by their respective terms of issue, at any given date all of the Units into which the beneficial interest in the Trust Fund of a Trust is divided are of equal value. Initial Units 3.3 The beneficial interest in the Trust Fund constituted by the payment to the Trustee of the sum of $ referred to in clauses 2.4 and 2.6 was divided into 100 Units which were issued to the Trustee (formerly known as State Super Financial Services Limited) in its capacity as Manager of the initial Trusts (as it then was). 3.4 The beneficial interest in a Trust Fund constituted by the payment of Cash or the vesting of assets in the Trustee pursuant to the first application for a class of Unit in a Trust is divided into an appropriate number of Units which will be issued to the applicant at an Application Price of $1.00. Consolidation or division of Units 3.5 The Trustee may at any time determine that all holdings of Units in a Trust as at a time selected by the Trustee shall be consolidated or divided proportionately so as to alter the number of Units in Issue of that Trust with effect from that time. The number of Units held by each Unit Holder in the Trust shall be adjusted accordingly. If this shall occur in respect of the State Super Investment Fund - Cash Fund the Application Price and the Redemption Price of the Units in that Trust shall be adjusted in the same proportion. 3A. Classes Units Creation of classes 3A.1 The Trustee may at any time issue Units in a Trust of different classes. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 11

15 Trustee Fees, expenses or tax referable to a class 3A.2 If a class is created in accordance with clause 3A.1 and Units in the class have at any time: a Trustee Fee that is referable to that class that is different to the Trustee Fee that is referable to another class; a type or a particular expense or tax or a proportion of a particular expense or tax referable to that class, the Trustee must, subject to clause 3A.4: (c) (d) calculate each Unit Holder s entitlement to the net income of a Trust credited to the Distribution Account (pursuant to clause 13.9) or amount distributed under clause by calculating for the class of Unit held by the Unit Holder that proportion of the variables in clause 13 that the Trustee determines is properly referable to the class and the Units held by the Unit Holder; and determine the proportion of proceeds of realisation under clause 12.8 that is properly referable to each class and each proportion referable to each class must be distributed pro rata to Unit Holders according to the number of Units in that class they hold. No limitation of class rights or obligations 3A.3 Clause 3A.2 does not limit the extent to which a class: may have rights, obligations or restrictions other than or in addition to those specified in clause 3A.1 different from any other class; or may have different rights, obligations or restrictions because of a determination by the Trustee under this deed, including in relation to application and redemption prices applicable to different classes of Units. Determination of variables in relation to a class 3A.4 In making any determination of variables properly referable to a class under this deed (for example, Net Asset Value, Value and Liabilities), the Trustee must ensure that any variable which relates: only to a particular class is solely referable to that class, and to more than one class, is apportioned between those classes in the same proportions as the aggregate value of Units on issue in each class as at the most recent Valuation Time bears to the aggregate value of Units in all classes on issue at that Valuation Time, to which the variable relates. Value of class Units 3A.5 In clause 3A.4, the value of a Unit in a class is the mid-point between the applicable Application Price and Redemption Price for Units in that class at the most recent Valuation Time. 4. Creation of additional Units Additions to the Trust Fund of a Trust 4.1 When an addition is made to the Trust Fund of a Trust additional Units in that Trust are created. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 12

16 Number of additional Units 4.2 Subject to clause 4.3, when additional Units are created in accordance with clause 4.1, the number of additional Units created is calculated by dividing the amount of application money received in respect of the issue of the Units by the Application Price of the Units to be issued. 4.3 Additional Units may be issued where the terms of the acquisition of an Asset provide for the payment of the whole or part of the purchase price of the Asset by the issue of Units. The number of additional Units which are issued is to be calculated by dividing the value of the Asset (as determined in accordance with clause 5.6) by the Application Price of the Units to be issued. Cheques to be cleared 4.4 If an applicant for Units in a Trust tenders a cheque to the Trustee in payment of those Units and either the cheque is not met on first presentment or the cheque is dishonoured by the person on whom it is drawn, Units created under clause 4.1 for which the cheque represented payment are void and deemed not to have been created. The Trustee is entitled to cause the Register to be rectified and to take any other steps it considers necessary to amend the records of the Trust. 5. Application for and issue of Units Nomination of Unit Holder 5.1 DELETED Entitlement to Units 5.2 DELETED Applications 5.3 A person who does not hold Units in any Trust and who is intending to subscribe for Units in a Trust must: other than on Distribution Reinvestment, give the Trustee or cause the Trustee to be given an application in a form and manner approved by the Trustee; and give to the Trustee or custodian (where there is one) or cause the Trustee or custodian to be given consideration for the application, for example by payment of application money or transfer of other property. Acceptance or refusal of application 5.4 The Trustee, in its absolute discretion, may accept or refuse in whole or in part an application for Units and the Trustee is not required to give any reason or ground for that refusal. Any refusal shall be notified by the Trustee to the applicant within 14 days of receipt of the application. If the Trustee accepts an application then: if the application and payment are received before the Prescribed Time on a Business Day, the Units applied for are deemed to be issued on that day; or if the application and payment are received on or after the Prescribed Time on a Business Day or at any time on a day which is not a Business Day, the Units applied for are deemed to be issued on the next following Business Day, provided that if the Trustee accepts assets in substitution of payment in Cash for Units, the Units applied for are deemed to be issued on the Business Day next following the day on which the Trustee receives the valuation of those assets under clause 5.6. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 13

17 Application Price 5.5 DELETED Assets in specie in substitution for Cash 5.6 The Trustee may at its discretion accept an in specie transfer of assets in substitution for payment in Cash for Units in a Trust. If the Trustee intends to accept assets accompanying an application in substitution for Cash, the Trustee must on or before the fifth Business Day following the receipt of that application for Units (together with a valid and effective transfer of those assets and confirmation of title and any further documentation required by the Trustee) obtain a valuation by an appropriately qualified valuer (independent of the Trustee) of the market value of the assets received with that application. The value at which the Trustee accepts assets in substitution for Cash for Units is the amount specified in the valuation less the amount of the transfer fees, stamp duty and other charges including, without limitation, valuation and legal fees (if any) in respect of the transfer to or acceptance by the Trustee of the assets. Fractional Units 5.7 Notwithstanding any other provision in this deed but subject to any provisions of a Schedule relating to a Trust, the Trustee may issue a fractional Unit in a Trust to a Unit Holder provided the fraction when expressed as a percentage is a whole number. The Trustee may issue to a Unit Holder or allow to remain in issue a fractional Unit which has a value equal to the value of that fraction of one Unit. The provisions of this deed relating to Units and Unit Holders are to apply to fractional Units and holders of fractional Units in the proportion of the fraction. Application for further Units 5.8 DELETED 5.9 DELETED Entry on Register 5.10 After acceptance of an application by the Trustee, the Trustee must enter the applicant or applicants on the relevant Register DELETED 6. Deposit advices No Certificates 6.1 A Unit Holder in a Trust is not entitled to a Certificate for that Unit Holder's Holding unless the Schedule relating to that Trust gives that entitlement. The Trustee is not required to prepare or deliver to a Unit Holder in a Trust or any other person a Certificate unless the Schedule relating to that Trust requires it. Transaction Advices 6.2 Subject to clause 6.4, unless a Certificate is issued under the provisions of a Schedule, within 2 Months after the Issue Date of a Unit, the Trustee must issue or make available to the relevant Unit Holder a Transaction Advice which sets out the following information: (c) the Trust to which the Units relate; the number and class of Units issued to the Unit Holder; the Register on which the Units are registered if the Units are held on a Branch Register; Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 14

18 (d) (e) (f) the Issue Date of the Units; the Application Price of the Units; and such other information as the Trustee decides from time to time. 6.3 Nothing in clause 6, clause 8.26 or clause 8.37 affects the status of the Register as the only authentic and correct record of the title of a Unit Holder to a Unit. 6.4 Notwithstanding clause 6.2, the Trustee is not obliged to provide a Transaction Advice for the issue of a Unit pursuant to a regular investment facility in relation to a person who first became a Unit Holder on or after 1 July Minimum applications and holdings Minimum subscription 7.1 The Trustee must determine from time to time: the minimum number of Units in a Trust which an applicant must purchase or subscribe for; or the minimum amount of moneys which an applicant must subscribe for the purchase of Units in a Trust. If the Trustee varies the minimum number of Units an applicant must purchase or subscribe for in the Trust or varies the minimum amount of subscription moneys which an applicant must subscribe for the purchase of Units in a Trust the variation may only take effect in accordance with a Disclosure Document. Minimum Holding 7.2 The Trustee must determine from time to time the minimum Holding of a Unit Holder in a Trust. Any decision by the Trustee to vary the minimum Holding of a Unit Holder in a Trust does not allow the Trustee to redeem any Units at the date of the decision without the consent of the relevant Unit Holder 8. Redemption of Units and switching Units Trustee will redeem Units 8.1 At the request of a Unit Holder in the manner set out in clause 8.6 (Redemption Notice) the Trustee will redeem the Units to which the Redemption Notice relates at the Redemption Price calculated in accordance with the provisions of this Deed provided that: the Trustee may refuse to redeem Units in a Trust which have a value of less than $500 unless the value of the total number of Units in that Trust held by the requesting Unit Holder is less than $500 and the request relates to all of the Units held; (c) if the redemption results in the value of the total number of Units in a Trust held by the requesting Unit Holder being less than $500, the Trustee may, without any request from the Unit Holder, redeem the balance of the Unit Holder's Units in that Trust; and under no circumstances is the Trustee under any obligation to redeem any Units (including, for the avoidance of doubt, pursuant to a Switching Notice) when the Trust is not 'liquid' as defined for the purposes of Chapter 5C of the Corporations Act. 8.2 DELETED Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 15

19 8.3 DELETED 8.4 DELETED 8.5 DELETED Redemption Notice 8.6 The Redemption Notice shall be in such form and manner as the Trustee from time to time determines and must, if required by the Trustee, be accompanied by the Certificate (if any) relating to the Units referred to in the Redemption Notice or other evidence of title or of the Unit Holder's authority to deal with the Units as the Trustee reasonably requires. A Redemption Notice may specify the number of Units to be redeemed or the net proceeds of redemption required on a periodic basis until the Redemption Notice is withdrawn or the Unit Holder's Holding is redeemed. The Redemption Notice must be made either: in writing in the form from time to time determined by the Trustee and delivered to the place or places determined by the Trustee; or in any other manner from time to time determined by the Trustee. The Trustee is not entitled to require the surrender of any Transaction Advice. Receipt of Redemption Notice 8.7 The Units referred to in the Redemption Notice must be redeemed not later than 30 days following receipt of a Redemption Notice. The day of receipt of the Redemption Notice is: the day of actual receipt if the Redemption Notice is received before the Prescribed Time on a Business Day; or the Business Day following the day of actual receipt if the Redemption Notice is received on a day which is not a Business Day or is received after the Prescribed Time on a Business Day. Redemption Price 8.8 DELETED Monthly Withdrawal Facility 8.8A A Unit Holder may: lodge a Facility Application with the Trustee for the Monthly Withdrawal Facility; and request the Trustee to vary the amount redeemed under the Monthly Withdrawal Facility or to cancel the Monthly Withdrawal Facility. The Facility Application, and any request under paragraph 8.8A, must be made in a way approved by the Trustee. 8.8B Subject to the other provisions of this Deed, where the Monthly Withdrawal Facility applies in respect of a Unit Holder, the Trustee may redeem Units of the Unit Holder in accordance with the Monthly Withdrawal Facility and the Unit Holder's Facility Application (as varied from time to time). Any Units redeemed under the Monthly Withdrawal Facility must be redeemed at the Redemption Price applicable to the day of redemption. 8.8C The Trustee may from time to time specify rules, conditions and restrictions relating to the Monthly Withdrawal Facility. The Trustee may vary or revoke the rules, conditions and restrictions from time to time in its absolute discretion. Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 16

20 Payment 8.9 On the redemption of Units pursuant to a Redemption Notice, the Trustee must pay to the Unit Holder the Redemption Price for each Unit to which the Redemption Notice relates. In the event that the Redemption Notice relates to the total Holding of the Unit Holder: in the case of the State Super Investment Fund - Capital Stable Fund and the State Super Investment Fund - Balanced Fund and the State Super Investment Fund - Growth Fund, any undistributed income entitlement of the Unit Holder held in the Distribution Account relating to each Unit to which the Redemption Notice relates shall be paid by the Trustee to the Unit Holder at the time of payment of the Redemption Price; and in the case of the Units in the State Super Investment Fund - Cash Fund, any undistributed income entitlement of the Unit Holder held in the Distribution Account relating to each Unit to which the Redemption Notice relates shall be paid by the Trustee to the Unit Holder on the first date after the redemption on which the Trustee is required to make a distribution of Unit Holders' entitlements to income under clause 13.11, or at the Trustee's absolute discretion, may be paid to the Unit Holder at the time of payment of the Redemption Price The Trustee may deduct from money payable to the Unit Holder under clause 8.9 any money unpaid by the Unit Holder to the Trustee including any fee payable by the Unit Holder to the Trustee in accordance with clause 25. The total amount to be paid to the Unit Holder must be rounded down to the nearest cent DELETED 8.12 DELETED Redemption of Units 8.13 DELETED 8.14 On redemption of a Unit pursuant to a Redemption Notice, the Trustee must pay to the relevant Unit Holder the Redemption Price and other money which may be payable in accordance with clause 8.9 and clause 8.10 within 30 days of the day of receipt of the Redemption Notice from the Unit Holder. The Trustee must ensure that a sufficient amount of the Assets of the relevant Trust Fund are available in Cash to make the payment. 8.14A On redemption of a Unit under the Monthly Withdrawal Facility, the Trustee must pay to the relevant Unit Holder the Redemption Price within 30 days of the day of redemption The date at which Units are redeemed under this clause 8 shall be determined by the Trustee DELETED 8.17 DELETED 8.18 DELETED 8.19 DELETED 8.20 DELETED 8.21 DELETED 8.22 DELETED 8.23 DELETED 8.24 DELETED Minter Ellison Ref: NH Consolidated Trust Deed for the State Super Investment Fund page 17

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