INDEX PART INTERPRETATION - DEFINITIONS PART

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2 2 INDEX PART INTERPRETATION - DEFINITIONS INTERPRETATION - GENERAL Plural and gender of words Headings to Clauses (c) Defined words (d) Statutory enactments (e) Fund Subject to Relevant Law (f) Requirements of Commissioner (g) Superannuation Guarantee Legislation PART CONFIRMATION Maintenance of Fund Assets of the Fund (c) Divisions within the Fund (d) Allocation of Assets (e) Segregation of assets (f) Initial Divisions (g) Rules (h) Application of Assets Assets of Divisions (j) Constitution of New Division (k) Badged Divisions GENERAL PROVISIONS Employer s powers not prejudiced Exercise of Trustee s rights (c) Rights of Members (d) Inquiries, Complaints and Disputes (e) Benefits Secured (f) Members Bound by Deed (g) Relevant Law to Prevail PROPER LAW PART EMPLOYERS AND MEMBERS Employer Application for Membership Deleted (c) Associated Employers (d) Application for Membership (e) Deleted (f) Admission to Membership... 28

3 3 (g) Members and Beneficiaries to Provide Information (h) Incorrect or Misleading Information Information re Age (j) Cessation of Membership (k) Register of Employers and Members (l) Inspection of Register (m) Termination of Participating Employer s Contributions (n) Deleted (o) Reconstruction or Amalgamation of a Participating Employer MEMBERSHIP NOTIFICATION REQUIREMENTS Notice to New Members Disclosure and Reporting Requirements (c) Notice to Former Member (d) Disclosure Limitation (e) Inspection of Trust Deed and other Documents (f) Deleted (g) Deleted (h) Sub-Plans Commission and Brokerage MEETINGS OF MEMBERS PART THE FUND Fund Vested in Trustee Fund Assets FUND ACCOUNTS Accumulation Accounts Credits to Accumulation Accounts (c) Debits to Accumulation Accounts (d) Income Account (e) Equalisation Account (f) Mortality Reserve (g) Adjustment of Accumulation Account or Pension Account (h) Valuation of the Fund A. UNITS FUND RECORDS, DISCLOSURE AND INVESTIGATION Receipt and payment of moneys Issue of receipts (c) Records and accounts to be kept (d) Audit (e) Information for Trustee (f) Disclosure and Reporting Requirements (g) Production of Books or Access to Premises (h) Directions of Commissioner... 45

4 4 Information and Documents for Tribunal PART FUND TRUSTEE - APPOINTMENT, VACANCY AND REMOVAL 45 Trustee must be an Approved Trustee Member and Employer Representation (c) Policy Committees (d) Change of Trustee (e) Appointment of Trustee (f) Retirement of Trustee (g) Significant Adverse Event (h) Reasonable and Proper Costs Antecedent Breach by Trustee TRUSTEE S INVESTMENT POWERS Investment Strategy Authorised Investments (c) Power to Sell, Vary and otherwise deal with Investments (d) Interest of Trustee in Investment (e) Provision of Investment Choice (f) Securities Lending Arrangements TRUSTEE S POWERS OF MANAGEMENT Trustee to Manage each Division Additional Powers (c) Exercise of Trustee Powers (d) Trustee Discretion (e) Trustee Delegation (f) Trustee Direction (g) Reserves A. OPERATIONAL RISK RESERVE ACCOUNT Amounts credited to the Operational Risk Reserve Account: Amounts to be debited to the Operational Risk Reserve Account: B. MOVEMENT OF ACCRUED DEFAULT AMOUNTS LIMITATION OF LIABILITY Liability of Trustees, Directors and officers Loss, Default, bona fide acts, mistake (c) Limitation of exemption from liability INDEMNITY OF TRUSTEE Indemnity and Lien Payments in Good Faith (c) Opinion or Advice (d) Failure to Carry Out Agreement... 58

5 5 (e) Agents and Servants of Trustee (f) Limitation of Indemnity (g) Limitation on Indemnity REMUNERATION OF TRUSTEE Costs and Disbursements Fees Determined Annually (c) Reimbursement PART APPOINTMENT OF ACTUARY, AUDITOR AND MANAGERS61 Actuary and Auditor Administration Manager (c) Investment Manager (d) Custodian (e) Consultants and Officers (f) Removal ACTUARIAL INVESTIGATIONS PART CONTRIBUTIONS TO FUND Member s Contributions Employer s Contributions (c) Additional Contributions (d) Refund of Payments (e) Interest on Contributions (f) Contributions in Cash or Assets (g) No Obligation to Contribute (h) Limitation on Accepting Contributions Level of Contributions (j) Contribution Splitting TRANSFERS TO APPROVED BENEFIT ARRANGEMENTS.. 65 Transfers to Approved Benefit Arrangements Effect and Method of Transfer Out (c) Roll Over (d) Eligible Rollover Funds (e) Preserved Payment Transfers PART TRANSFERS FROM APPROVED BENEFIT ARRANGEMENTS66 Takeover or Transfer of Benefits Rights and Entitlements of Member in Transferred Benefits PART

6 6 23. COMMITTEES OF THE TRUSTEE Appointment Equal Representation (c) Continuation of Membership of Committee (d) Committee Regulation (e) Committee Resolution PART NATURE OF MEMBER'S INTERESTS PART TRANSFER IN SPECIE Transfer of Policy Transfer of Investments (c) No Beneficial Interest PART PAYMENT OF BENEFITS ON DEATH Payments to Dependants or Legal Personal Representatives Payments to Other Persons (c) Discharge of Trustee PAYMENT OF BENEFITS Address for Benefits Notification of Address (c) Receipt for Benefits (d) (Repealed 16 December 2003) (e) (Repealed 16 December 2003) (f) No Personal Claim (g) Payment to Others on Behalf of Beneficiaries (h) Preservation Conditions Unclaimed Benefits (j) Death of Former Member Prior to Benefit Payment (k) Limitation on Benefits (l) Family Law Spouse Amount (m) Amounts unpayable (n) Unclaimed Money (o) Application to General Purposes of the Fund PART PAYMENT OF TAXATION AND LEVIES Tax on Benefits... 72

7 7 Tax on contributions and Shortfall Components (c) Tax on Income (d) Surcharge (e) Payment to Relevant Authority PART INSURANCE BENEFITS PART OTHER SUPERANNUATION OBLIGATIONS PART VARIATION OF TRUST DEED Deed Notice (c) Limitation on Variation (d) Further limitation on Variation PART WINDING UP OF FUND Election to Terminate Procedure on Winding Up of Fund (c) Exhaustion of Fund PART PAYMENT OF NON-PRESERVED AMOUNTS Member Election Minimum Payment INCREASES TO BENEFITS RETENTION OF BENEFIT IN FUND Request Death (c) Payment otherwise required (d) Discretion PART MARKETING AND PROMOTING FUND Activity Promotion to Increase Membership (c) Defence of Fund Contribution Base (d) Exercise of Powers of Marketing and Promotion (e) Engagement of Adviser PART

8 8 37. MYSUPER PRODUCT MySuper Product Requirements Fees (c) MySuper membership records TRANSFER OF INTERESTS TO COMPLY WITH MYSUPER ADDITIONAL RULES DIVISION 1- RULES OF TWU SUPERANNUATION FUND - EMPLOYER SPONSORED DIVISION MEMBERSHIP AND APPLICATION OF DIVISION Membership Criteria Application of this Part MEMBERSHIP CLASSIFICATION DELETED CONTRIBUTIONS Anyone may contribute Deleted (c) Participating Employer Contributions (d) Payment Obligations (e) Payment Directions (f) Interest ACCOUNTS RETIREMENT BENEFIT WHERE THE MEMBER IS AGED LESS THAN 65 YEARS CASHING OF BENEFITS TOTAL AND PERMANENT DISABLEMENT BENEFIT TOTAL AND TEMPORARY DISABLEMENT BENEFIT HARDSHIP BENEFITS PAYMENT OF BENEFITS IN OTHER CIRCUMSTANCES RECEIVING BENEFIT AS A PENSION PAYMENT ON DEATH DIVISION 2- RULES OF THE TWU SUPERANNUATION FUND - PERSONAL DIVISION MEMBERSHIP AND APPLICATION OF DIVISION Membership Criteria... 88

9 9 Application of this Division MEMBERSHIP CLASSIFICATION CONTRIBUTIONS Anyone may contribute ACCOUNTS RETIREMENT BENEFIT WHERE THE MEMBER IS AGED LESS THAN 65 YEARS CASHING OF BENEFITS TOTAL AND PERMANENT DISABLEMENT BENEFIT TOTAL AND TEMPORARY DISABLEMENT BENEFIT HARDSHIP BENEFITS PAYMENT OF BENEFITS IN OTHER CIRCUMSTANCES RECEIVING BENEFIT AS A PENSION PAYMENT ON DEATH DIVISION 3 - RULES OF THE TWU SUPERANNUATION FUND - PENSION DIVISION MEMBERSHIP AND APPLICATION OF DIVISION Membership Criteria Application of this Division MEMBERSHIP CLASSIFICATION CONTRIBUTIONS PENSION PAYMENT AND PENSION ACCOUNT Application to Convert to Pension Establishment of Pension Account (c) Operation of Pension Account (d) Segregation of Pension Assets (e) Payment to Reversionary Beneficiary PENSION PAYMENT CONDITIONS Method of Payment and Security Pension Account Limitation (c) Reversionary Beneficiary (d) Death of Pensioner COMMUTATION OF PENSION Conditions of Commutation... 96

10 10 Payment of Lump Sum Benefit (c) Adjustment of Pension following the Commutation DIVISION 4 RULES OF TWU SUPERANNUATION FUND TRANSUPER DIVISION MEMBERSHIP AND APPLICATION OF DIVISION Membership criteria Application of this Part MEMBERSHIP CLASSIFICATION CONTRIBUTIONS Member Contributions Spouse Contributions (c) Participating Employer Contributions (d) Payment Obligations (e) Payment Directions (f) Interest ACCOUNTS RETIREMENT BENEFIT WHERE THE MEMBER IS AGED LESS THAN 65 YEARS CASHING OF BENEFITS ELIGIBLE TEMPORARY RESIDENT VISA TOTAL AND PERMANENT DISABLEMENT BENEFIT TOTAL AND TEMPORARY DISABLEMENT BENEFIT HARDSHIP BENEFITS PAYMENT OF BENEFITS IN OTHER CIRCUMSTANCES RECEIVING BENEFIT AS A PENSION PAYMENT ON DEATH SPECIAL ARRANGEMENTS

11 11 PART 1 MANAGEMENT AND ADMINISTRATION 1. INTERPRETATION - DEFINITIONS In this Deed and Rules unless the context otherwise requires: Account means Accumulation Account or Pension Account; Account Based Pension has the same meaning as set out in Section 1.03(1) of the Superannuation Industry (Supervision) Regulations 1994; Accrued Default Amount has the meaning ascribed to it in the Relevant Law; Accumulation Account means the account established on behalf of each Member or beneficiary as described in Clause 10; Actuary means the actuary (if any) for the time being appointed pursuant to this Deed; Administrator means the Manager or other organisation appointed as Administrator of the Fund in accordance with sub-clause 18; Annuity means an annuity as defined for the purposes of the Relevant Law; Application Price means the price per unit calculated in accordance with Clause 10A.4; Approved Benefit Arrangement means a fund or benefit arrangement other than the Fund including without limitation another Complying Superannuation Fund, an Approved Deposit Fund, Retirement Savings Account and an Annuity arrangement into which or from which assets can be transferred into or from the Fund without causing the Fund to be in breach of or to fail to comply with the Relevant Law and includes an Eligible Rollover Fund; Approved Deposit Fund in relation to a year of income means a fund which is a complying ADF in accordance with the Tax Act; Associated Employer means a company or person associated with an Employer which wishes to contribute to the Fund on behalf of Employees of the Employer; Auditor means the auditor for the time being appointed under sub-clause 18 of this Deed and approved under the Relevant Law;

12 12 Badged Division means any Division established under sub-clause 3(j); Benefit means any amount which is payable by the Trustee out of the Fund in accordance with this Deed to or in respect of a Member and includes an Insured Benefit, Basic Death Benefit or Additional Death or Disability Benefit; Benefit Entitlement means any amount held in the Fund which may become payable to a Member, Dependant or beneficiary but to which the person has not become absolutely and indefeasibly entitled and it shall include a contingent right to payment of an amount; Casual Employee means an Employee who is not employed on a full time basis and satisfies the criteria for casual employment determined by the Trustee from time to time; Child in relation to a Member or former Member, includes: an adopted child, a step-child or an ex-nuptial child of the person; a child of the Member's Spouse; and (c) someone who is a child of the person within the meaning of the Family Law Act Commencement Date means in respect of this Deed the date of 1 August 1998 and in respect of each Division the Rules or if there is no such date the date on which those Rules are first made by the Trustee; Commissioner means, as the case requires, the Commissioner of Taxation, the Australian Prudential Regulation Authority, the Australian Securities and Investments Commission or such other regulatory body as shall have responsibility for administration of superannuation; Company or Corporation includes a body corporate, whether formed or incorporated within or outside New South Wales and whether or not a public authority or an instrumentality or agency of the Crown; Compassionate Grounds has the same meaning as that given to it by the Relevant Law; Complying Superannuation Fund in relation to a year of income means a fund which is a Complying Superannuation Fund in accordance with the Relevant Law; Constitutional Corporation has the same meaning as defined for the purposes of the Relevant Law; Custodian means a company appointed as Custodian of the Fund in accordance with sub-clause 18(d) and Sub-Custodian shall have a corresponding meaning;

13 13 Deed means this Deed and any Rules made under this Deed; Dependant in relation to a Member or former Member means: Spouse; a Child of the Member or former Member; (c) any other person who, in the opinion of the Trustee, was wholly or partially financial dependent on the Member at the relevant time; or (d) any other person with whom, in the opinion of the Trustee, the Member has (or in the case of a deceased Member at the date of his/her death had) an Interdependency Relationship; Directors means the directors or board of management for the time being of the Trustee, or any Employer, as the case requires, and Director has a corresponding meaning; Eligible Person means any person who is permitted by the Relevant Law to become a Member of the Fund; Eligible Rollover Fund has the same meaning as contained in Part 24 of the Superannuation Industry (Supervision) Act 1993; Eligible Temporary Resident Visa has the same meaning as in the SIS Act; Employee means a person in the employment of an Employer and who is: a Director or Secretary (in the case of a corporation) of that Employer; or classified by the Employer as an Employee for the purposes of this Deed; (iii) a person who is an Employee of the Employer for the purposes of the Guarantee Act; (iv) a sub contractor of the prime contractor, where the prime contractor agrees to be an Employer for the purposes of this Deed. Employer means a company, person, firm or any other employer of an Employee or of a Member and in relation to an Employee or Member means the Employer of such Employee or Member and for the purposes of this Deed it shall include an Employer whose relationship with labour engaged by it is one of prime contractor and sub contractor; Equalisation Account means the account established pursuant to subclause 10(e); Exempt Dealer has the same meaning as in the Corporations Law; Family Law Spouse means a spouse entitled to a payment split under the Family Law Act 1975;

14 14 Family Law Spouse Amount means the amount of the payment split determined in accordance with a Family Court order or Superannuation Agreement; Financial Assistance means financial assistance granted to the Fund under Part 23 of the Superannuation Industry (Supervision) Act 1993; Financial Year means a period of twelve months ending on 30 June or such other period of twelve months as the Trustee shall determine; Forfeiture Account means the account established pursuant to sub-clause 24(c); Full-Time Gainful Employment means Gainfully Employed for at least 30 hours each week; Fund means the fund known as the TWU Superannuation Fund established by Deed dated 4 October 1984 as varied from time to time and which commenced operation on the 1 December 1984; Fund Earning Rate means the earning rate for the Fund (which may be positive or negative) determined under paragraph (iii) of sub-clause 10(d) after taking into account such provisions or reserves for future contingencies as the Trustee shall consider reasonable; Fund Year means a period of twelve months ending on 30 June, or such other period ending on such other date as the Trustee may determine from time to time; Gainful Employment in relation to a Member means engagement in any business, trade, profession, vocation, calling, occupation or employment for gain to the extent required by the Relevant Law; Gainfully Employed means engaged in Gainful Employment; General Reserve Account means the account created and operated in accordance with clause 14(g); Guarantee Act means the Superannuation Guarantee (Administration) Act 1992 and any regulations made under that Act; Income Account means the account established in respect of each Division as described in Clause 10(d); Incident Date means: the date of death; or the first day of the six month period referred to in the definition of Total and Permanent Disablement in the Insurance Memorandum;

15 15 "Industrial Instrument" means a law of the Commonwealth or of a State or Territory or an award, order, determination or industrial agreement in force under any such law; Insurance Memorandum means the memorandum having commencement date 1 August 1998 outlining the terms and conditions of benefits offered by the Fund on the life of a Member or in respect of Total and Permanent Disablement of a Member that are in addition to the Member s account balance where the Incident Date occurred between 1 August 1998 and 30 June 1999; Insured Benefit means the proceeds of any Policy of insurance effected by the Trustee on the life of a Member, in respect of Total and Permanent Disablement of a Member or in respect of Total and Temporary Disablement of a Member whether a group Policy or individual Policy; Insurer means any insurer with whom the Trustee effects a Policy or Policies; Interdependency Relationship means the relationship that exists between 2 persons (whether or not related by family) if: (c) they have a close personal relationship; and they live together; and one or each of them provides the other with financial support; and (d) one or each of them provides the other with domestic support and personal care; and (e) any other matters are or are not taken into account as specified in the regulations. If paragraph is satisfied, but any or all of paragraphs, (c) and (d) are not satisfied because of a physical, intellectual or psychiatric disability, then an interdependency relationship still exists; Investment Manager means a person appointed as an Investment Manager of the Fund in accordance with sub-clause 18(c); Legal Personal Representative shall have the meaning attributed to it in section 10 of the Superannuation Industry (Supervision) Act 1993; Levy includes a levy payable by the Fund to the Commissioner in accordance with the Superannuation Supervisory Levy Act 1991, the Superannuation (Financial Assistance Levy) Act 1993 and any other legislation or regulations which impose a levy or levies on the Fund; Mandated Employer Contributions means contributions made in relation to a Member that represent the sum of:

16 16 contributions made by a Participating Employer that reduce the liability of the Participating Employer for the Superannuation Guarantee Charge, or that are payments of a Shortfall Component within the meaning of the Guarantee Act; and contributions made by an Employer that are required to be made under an Industrial Instrument; Member means an Eligible Person who has been accepted as a Member of a Division of the Fund under Clause 6 and who has not ceased to be a Member under sub-clause 6(j) and Membership shall mean Membership of a Division of the Fund; Mortality Reserve means the account established in accordance with Clause 10(f) of this Deed; MySuper product means the class of beneficial interest in the Fund which satisfies the criteria determined in accordance with clauses 37 and 37; MySuper product Member means a Member entitled to a MySuper product; Net Asset Value means, at any time (as the case may be), the amount determined by the Trustee according to Australian accounting principles (as referred to in Section 272-5(2) of Schedule 2F of the Income Tax Assessment Act 1936 to be equal to the total value of the relevant Division, investment choice or pool of assets of the Fund allocated to a class of Units under Clause 10A at that time less the liabilities of the relevant Division, investment choice or pool of assets of the Fund at that time; Non Mandated Employer Contributions means contributions by an Employer in relation to a Member that are not Mandated Employer Contributions; Nominated Dependant means a person nominated in writing by a Member to the Trustee as the Nominated Dependant; Non-Preserved Amount means an amount including a Roll Over Payment payable to or in respect of a Member or beneficiary which is not subject to any cashing restrictions at the time of payment; Normal Retirement Age means the age of 65 years or such other age being not less than 55 years as is acceptable to or required by the Relevant Law and as the Trustee with the consent of the Employer of that Member shall determine; Operational Risk means those risks characterised as such from time to time by the Trustee and permitted to be treated as such under the Relevant Law and the Prudential Standards;

17 17 Operational Risk Financial Requirement Strategy means the strategy named as such established and maintained in accordance with the Prudential Standards; Operational Risk Reserve Account means the account established and operated pursuant to clause 14A; Participating Employer means any person, firm or corporation that by agreement with the Trustee is admitted to participation in the Fund under Clause 6 or Clause 6(ca); Part-Time Basis means at least 40 hours in a period of not more than 30 consecutive days in that financial year; Part-Time Equivalent Level means at least 240 hours during the financial year that ended on the last occurring 30 June; Part-Time Gainful Employment means Gainfully Employed for at least 10 hours but less than 30 hours each week; Pension includes a Benefit payable by instalments out of the Accumulation Account or the Pension Account of a Member or beneficiary whether such instalments be equal or unequal; Pension Account means the account established in respect of a Pensioner in accordance with sub-rule 4 of Division 3; Pensioner means a Member who is entitled to receive or has applied to receive Benefits payable to the Member as a Pension and shall include a Reversionary Beneficiary in receipt of a Pension; Permanent Disability is a disability of the kind described in subsection 8(1) of the Disability Services Act 1986; Person or person includes a Company, Corporation, firm or body of persons; Policy means any policy of assurance including a policy on the life of a Member for endowment, term, disablement, accident or sickness insurance, effected either as an individual policy or as a group policy with an Insurer and includes any policy covering any two or more of the foregoing risks and it further includes any policy which provides that Insured Benefits shall be payable to the Trustee on the death or disablement of a Member; Policy Committee has the same meaning as set out in Section 10 of the Superannuation Industry (Supervision) Act 1993; Preservation Age means: for a person born before 1 July years; or

18 18 for a person born during the year 1 July 1960 to 30 June years; or (c) for a person born during the year 1 July 1961 to 30 June years; or (d) for a person born during the year 1 July 1962 to 30 June years; or (e) for a person born during the year 1 July 1963 to 30 June years; or (f) for a person born after 30 June years; Preserved Payment means a payment made to the Fund by an Employer or a Member or by transfer from an Approved Benefit Arrangement which is required to be preserved as provided for in this Deed in order for the Fund to be a Complying Superannuation Fund and Preserved Payment Benefit means a Benefit arising from a Preserved Payment; Provisional Member means a person who has been deemed to be a Member of the Fund under sub-rule 2(d) of Division 1 but from whom the Trustee has not received an application in writing in accordance with subrule 2(c) of Division 1, and Provisional Membership shall have a like meaning; Prudential Standards has the meaning ascribed to it in the Relevant Law; Register of Members means the register set up pursuant to sub-clause 6(k); Relative in relation to a Member or former Member means any of the following, namely: the parent, grandparent, brother, sister, uncle, aunt, nephew, niece, lineal descendant or adopted child of that Member or former Member or of the Spouse of the Member; and the Spouse of any person specified in paragraph ; Relevant Law means any requirements under the Corporations Act, Superannuation Industry (Supervision) Act 1993, the Superannuation Industry (Supervision) Regulations, the Superannuation Entities (Taxation) Act 1987, the Superannuation (Resolution of Complaints) Act 1993, the Tax Act and any other present or future legislation which the Trustee must comply with in order for the Fund - to qualify for concessional Taxation treatment as a Complying Superannuation Fund; or

19 19 to meet any other requirements of the Commissioner, and includes any proposed requirements, rulings, announcements or obligations which the Trustee believes will have effect retrospectively; Retirement Savings Account has the meaning assigned to that expression in Section 8 of the Retirement Savings Account Act 1997; Retires from Employment means actual retirement by a Member from employment by the Employer or retirement as defined by the Relevant Law for the payment of Benefits; Retires from Gainful Employment means actual retirement by a Member from Gainful Employment or retirement as defined for the purposes of the Relevant Law to enable the payment of Benefits; Reversionary Beneficiary has the same meaning as set out in sub-rule 4(e) of Division 3; Roll Over Payment means any payment made by or received by the Trustee at the request of a Member or former Member or in other circumstances which satisfy the Relevant Law to or from any Approved Benefit Arrangement and shall include a Superannuation Lump Sum payment by an Employer in consequence of the termination of the employment of a Member and either a capital gains tax exempt amount or a Superannuation Lump Sum payment in relation to a Member under Division 17B of the Tax Act; Self-Employed Person means an Eligible Person who is not an Employee and includes a person in Gainful Employment carrying on business in the carriage by road of freight or passengers either alone or in partnership and in respect of whom the Trustee can accept a contribution under the Relevant Law and a sub contractor of the prime contractor where the sub contractor is not an Employee for the purposes of this Deed; Severe Financial Hardship has the same meaning as that given to it by the Relevant Law; Shortfall Component has the same meaning as contained in Section 64 of the Guarantee Act; Spouse means: the husband or wife of a Member; or another person who, although not legally married to the Member, lives with the Member on a genuine domestic basis in a relationship as a couple; or

20 20 (c) (d) in the case of a deceased Member the widow or widower or a person who was at the date of death of the Member living with the Member on a genuine domestic basis in a relationship as a couple; or another person (whether of the same sex or a different sex) with whom the person is in a relationship that is registered under a law of a State or Territory prescribed for the purposes of section 22B of the Acts Interpretation Act 1901 as a kind of relationship prescribed for the purposes of that section; Successor Fund has the meaning ascribed to it in the Relevant Law; Successor Fund Agreement means an agreement entered into between the Trustee and the trustee of another superannuation fund whereby it is agreed that the Fund is a Successor Fund to that other superannuation fund; Successor Fund Member means a Member who has joined the fund by Virtue of the operation of a Successor Fund Agreement; Superannuation Agreement has the same meaning as in the Family Law Act 1975; Superannuation Lump Sum has the same meaning contained in subsection 995-1(1) of the Income Tax Assessment Act 1997; Tax Act means the Income Tax Assessment Acts 1936 and 1997 (as amended) and any regulations issued under those Acts. All references to sections of the Tax Act in this Deed relate to the 1936 Act and accordingly will correspond to the equivalent section (if any) in the 1997 Act; Taxation includes income tax, any surcharge or other amount of whatever description levied on the Fund, the Trustee, any Member, Former Member or beneficiary pursuant to the Superannuation Contributions Tax Imposition Act 1997 and related legislation (including provisional or advance payments required under that legislation), capital gains tax, tax on superannuation payments, payroll tax, land tax, stamp duty and any other taxes or duties of whatever description paid or payable by the Trustee on behalf of the Fund or, where applicable, by any Member, former Member or beneficiary; Terminal medical condition has the same meaning as set out in 6.01A of the Superannuation Industry (Supervision) Regulations 1994; Total and Permanent Disablement : has the same meaning as contained in any Policy effected by the Trustee with an Insurer in respect of the Member and in force at the time of the Total and Permanent Disablement of the Member; or

21 21 has the same meaning as contained in the Insurance Memorandum, where the Incident Date is between 1 August 1998 and 30 June 1999 and the Member is entitled to the benefit of the provisions in the Insurance Memorandum providing for Total and Permanent Disablement benefits; or (c) if there is no Policy containing such a term effected in respect of a Member and paragraph does not apply, then a Member is taken to be suffering Total and Permanent Disablement if a Trustee of the Fund is reasonably satisfied that the Member's ill-health (whether physical or mental) makes it unlikely that the member will engage in Gainful Employment for which the Member is reasonably qualified by education, training or experience, and the expression Totally and Permanently Disabled has a corresponding meaning; Total and Temporary Disability has the same meaning as the corresponding term in the policy of insurance for such cover (if any); Tribunal means the Superannuation Complaints Tribunal established under the Superannuation (Resolution of Complaints) Act 1993; Trustee means the Trustee or Trustees for the time being of the Fund whether original, additional or substituted which are appointed in accordance with Clause 12 of this Deed; Unclaimed Benefits means those Benefits described as unclaimed money under Part 22 of the Superannuation Industry (Supervision) Act 1993; Unit means a unit established as described in Clause 10A of this Deed; Unit Value means the value determined in accordance with Clause 10A of this Deed; Withdrawal Benefit means the minimum Benefit which must be paid to a Member on the Member s withdrawal from the Fund as prescribed by the Relevant Law. 2. INTERPRETATION - GENERAL Plural and gender of words In this Deed, unless inconsistent with the subject matter or context, words importing one gender shall include the other gender and words importing the singular number shall include the plural number and vice versa. Headings to Clauses The headings in this Deed are for convenience only and shall not affect the interpretation of this Deed.

22 22 (c) Defined words For convenience, the first letters of words and expressions defined in this Deed are indicated by capital letters, but the absence of a capital letter shall not alone imply that the word or phrase is used with a meaning different from that given by its definition. (d) Statutory enactments References to any statutory enactment shall be construed as references to that enactment as amended, modified or re-enacted from time to time and shall include any enactment in substitution or replacement for such statutory enactment. Any reference in this Deed to a provision of an enactment shall include the relevant provision of the enactment as amended, modified or re-enacted or of any enactment in substitution for that provision. (e) Fund Subject to Relevant Law This Deed shall be read and construed on the basis that the Relevant Law is deemed to be incorporated into the Deed to the extent that it imposes covenants or obligations on the Trustee in order for the Fund to qualify for concessional Taxation treatment or to satisfy any other requirements of the Commissioner and this Deed shall be further read and construed on the basis that where there is any inconsistency between a provision in this Deed and a provision under the Relevant Law the latter shall prevail to the extent of the inconsistency. PROVIDED THAT this Deed shall not be so read or construed and no such provision of the Relevant Law shall be so incorporated if to do so would constitute a breach of the power granted by Clause 31 to add to, amend, alter, modify, rescind or vary the provisions of this Deed. (f) Requirements of Commissioner Any references to any requirements, consents or approvals being required to be given by the Commissioner or for the purposes of satisfying the Relevant Law shall mean requirements, consents or approvals of the Commissioner or under the Relevant Law. (g) Superannuation Guarantee Legislation The Trustee shall administer the Fund in order to facilitate the acceptance of contributions in accordance with the Guarantee Act and shall provide all such certificates, reports and other information as shall be required by the Guarantee Act.

23 23 PART 2 3. CONFIRMATION Maintenance of Fund The Trustee agrees to maintain the Fund known as the TWU SUPERANNUATION FUND which was established by trust deed dated 4 October 1984 and commenced operation on 1 December Assets of the Fund The assets of the Fund shall continue to be vested in the Trustee upon trust or apply the same in the manner set forth in this Deed. (c) Divisions within the Fund The Trustee may from time to time establish and vary Divisions of the Fund and the Trustee may acquire certain assets or determine that certain assets are held in respect of a particular Division or in respect of particular Employers or Members of a particular Division. (d) Allocation of Assets If the Trustee acquires certain assets or determines that certain assets are held in respect of a particular Division or in respect of particular Employers or Members of a Division then those assets shall only be available for the purposes of that Division or those Employers or Members or in respect of liabilities of that Division or in relation to those Employers or Members as the case may be. (e) Segregation of assets Every asset shall be allocated to one or more of the Divisions, investment choice or pool of assets of the Fund constituted pursuant to this Deed as the Trustee considers appropriate. (f) Initial Divisions As at the Commencement Date the following Divisions of the Fund are established: (iii) The TWU Superannuation Fund - Employer Sponsored Division; The TWU Superannuation Fund - Personal Division; The TWU Superannuation Fund - Allocated Pension Division.

24 24 (g) Rules The Trustee may make Rules governing each Division or in respect of part of a Division or particular Employers or Members of a Division and those Rules may be amended or varied in the same manner as this Deed may be amended or varied. (h) Application of Assets The assets comprised in each Division shall only be applied for the purpose of that particular Division and shall not be available to meet any liabilities in respect of the other Divisions of the Fund. Assets of Divisions Notwithstanding the other paragraphs of this Clause, the Trustee may maintain the assets of two or more, or all, Divisions of the Fund in an account kept in accordance with sub-clause 11 of this Deed. (j) Constitution of New Division The Trustee may establish other Divisions of the Fund by executing a Memorandum of Commencement constituting the new Division of the Fund containing the following particulars: (iii) (iv) the name of the Division; the Rules for that Division; the pool of assets for which benefits may be provided; and any other matters the Trustee determines, and that Memorandum of Commencement shall take effect upon the date stated in the Memorandum of Commencement. (k) Badged Divisions The Trustee may enter into arrangements with third parties ( Sponsors ) for the offer by the Sponsor of participation in a Division ( the Badged Division ). the provisions of this Deed apply to a Badged Division in the same manner as they apply to any other Division established under this Deed, unless the Rules relating to that Division expressly provide otherwise.

25 25 4. GENERAL PROVISIONS Employer s powers not prejudiced Nothing in this Deed shall affect the powers of an Employer with regard to the remuneration, terms of employment or dismissal of an Employee or any other dealings between an Employer and its Employee. The existence or cessation of any actual or prospective or possible Benefit under the Fund shall not be grounds for claiming or increasing damages in any action brought against an Employer in respect of any termination of employment or otherwise. Exercise of Trustee s rights All powers, rights, decisions, discretions, appointments and other authorisations of whatsoever nature or kind granted to or conferred on the Trustee by, under or for the purposes of this Deed may be fully and effectively exercised, made, done or performed by or on behalf of the Trustee by resolution of its Directors in accordance with its articles of association or by any person or persons having the authorisation of such Directors to so act on their behalf PROVIDED THAT any requirements of the Relevant Law are satisfied. (c) Rights of Members The provisions of this Deed shall not in any way affect the right of a Member or the personal representative of a Member or any other person to claim compensation or damages under any Act of Parliament or at common law or in circumstances where the Member is injured or dies as a result of an event arising out of or in the course of the employment of the Member. (d) Inquiries, Complaints and Disputes If required by the Relevant Law, the Trustee shall ensure that there are in force arrangements to deal with inquiries or complaints from Members, Dependants or Beneficiaries in the circumstances and within the time limits required by the Relevant Law. Subject to the Trustee s right to determine in its discretion to appeal against any decision of a Court or the Tribunal, the Trustee shall ensure that it implements any decision of a Court or Tribunal as required by that Court or Tribunal. (e) Benefits Secured The rights of the Members and their Dependants to receive Benefits payable under this Deed shall be fully secured within the meaning of the Relevant Law.

26 26 (f) Members Bound by Deed The terms and conditions of this Deed are binding on the Trustee and Member and all persons claiming through them respectively as if each Member had severally been a party to this Deed. (g) Relevant Law to Prevail 5. PROPER LAW Notwithstanding any of the provisions of this clause, the Trustee must apply and administer the Deed and Rules in a manner and to the extent that they comply with the requirements of the Relevant Law, and where the Relevant Law prohibits the doing of any act or thing requires the doing of any act or thing then notwithstanding the requirements of the Deed or Rules the Trustee must refuse to do that act or thing or do that act or thing as the case requires. This Deed shall be governed and construed and shall take effect in accordance with the laws of Victoria. The Trustee, Members, Beneficiaries and Employers shall accept the jurisdiction of the Courts of that State or Territory. The provisions of Section 35b of the Trustee Act of South Australia shall not apply to this Deed. 6. EMPLOYERS AND MEMBERS PART 3 Employer Application for Membership An Employer who is eligible under the Rules of a Division to participate in that Division may apply for participation in that Division in the form required by the Trustee. Any corporation, firm, organisation or person who: A. makes application in writing to the Trustee for admission to the Fund by completing an application in a form acceptable to the Trustee from time to time; or B. provides the Trustee with a written acknowledgement that there is a standard employer-sponsor arrangement between the Employer and the Trustee shall become a Participating Employer of the Fund from either: A. the date prior to 1 July 1994 on which it became a Participating Employer; or B. the date the Trustee accepts a completed application to become a Participating Employer with the Trustee; or

27 27 C. the date the Trustee accepts a written acknowledgement from the Employer that there is a standard employer-sponsor arrangement between the Employer and the Trustee and the Participating Employer shall be bound by the provisions of this Deed from that date. (c) Deleted Associated Employers In its application a Participating Employer may join Associated Employers as persons who may make contributions in respect of the Employer s members and those Associated Employers by signing the application shall become bound to make contributions in the manner set forth in the application in the same way as a Participating Employer is so bound and may cease contributions in the same manner as a Participating Employer may cease contributions under the Deed. (ca) Participating Employer following successor fund transfer The Trustee may admit as a Participating Employer an employer of a Successor Fund Member. An Employer that becomes a Participating Employer pursuant to clause 6(ca) will, if it makes contributions to the Fund for at least one of the Members who is Successor Fund Member for a period of three months, be deemed to be: (A) (B) bound by the terms of this trust deed; to have agreed to contribute to the Fund for each of its Employees who is a Successor Fund Member at the rate and at such times that is not less than the rate and the times it was obliged to contribute to the fund the subject of the Successor Fund Agreement. (d) Application for Membership A Participating Employer shall nominate to the Trustee those of its Employees as it shall in its absolute discretion select to become Members of the Fund. An Eligible Person in respect of whom there is no Participating Employer may apply for Membership of the Fund. The Trustee may at its sole discretion determine to admit an applicant who is an Eligible Person to Membership of the Fund.

28 28 (e) (f) Deleted Admission to Membership (iii) An Eligible Person becomes a Member on the date on which the Eligible Person is entered into the administration system as being a Member of the Fund. Subject to any other conditions which may be applied under the provisions of this Deed, the Trustee may impose such conditions on an applicant s admission and the rights and duties of the Member as it shall determine and may limit and impose conditions upon Benefits as it sees fit and the Trustee may remove or vary all or any of the aforesaid conditions at any time. Upon admission to Membership of the Fund, the Member shall be bound by this Deed in all respects as if the Member were an original party to the Deed. (g) Members and Beneficiaries to Provide Information Each applicant for Membership and any beneficiary shall when requested by the Trustee furnish such information as the Trustee deems necessary for the purposes of any investigation or otherwise in connection with the Fund, and shall submit to medical examinations as required by the Trustee by a registered medical practitioner who is acceptable to the Trustee. Where a Member or beneficiary fails to comply with the provisions of this sub-clause, the Trustee may suspend the collection of any contributions in respect of that Member or withhold any Benefits in respect of that Member or beneficiary or impose such other conditions on the continued Membership of that Member or on the beneficiary as the Trustee shall deem appropriate. (h) Incorrect or Misleading Information Where a Member or beneficiary furnishes information required by the Trustee which affects or is likely to affect the Benefits payable to or in respect of a Member or beneficiary and the information supplied is incorrect or misleading or any relevant information is deliberately withheld the Trustee may in its absolute discretion alter or amend the Benefits to amounts that would have applied had full and accurate information been supplied.

29 29 Information re Age A Member shall inform the Trustee as soon as practicable after the Member ceases to be Gainfully Employed either on a Part-Time Basis or at the Part-Time Equivalent Level or Full-Time Gainful Employment after age 65 years. (j) Cessation of Membership A Member s Membership ceases (other than on death) on the last to occur of the following: when the Trustee has paid the Benefits that the Trustee believes the Member is entitled; and on any insurance cover as specified in the Policy or in writing by the Trustee ceasing. (jj) A person does not continue to be a Member nor does a person again become a Member of the Fund as a result of a dispute between that person and the Trustee as to that person s entitlement to a Benefit or Benefits from the Fund whether or not the dispute is resolved in the person s favour. Nothing in this provision shall limit a former Member s entitlement to dispute any decision of the Trustee or remove any obligation of the Trustee to deal with such a dispute. (k) Register of Employers and Members The Trustee shall keep or cause to be kept a register of all Employers and Members ( Register of Members ) and then shall be entered into that Register: (iii) (iv) (v) (vi) the name and address of each Employer and Member; the date upon which the name of each Employer and Member became and Employer or Member as the case may be; the amount of the contributions made by each Member or on behalf of each Member; the amount of the contributions made by an Employer in respect of each Member; the date upon which any Employer ceases to be an Employer, the date upon which any Member ceases to be a Member; and such other matters and things as the Trustee considers desirable.

30 30 (l) Inspection of Register Any Employer or Member shall be entitled free of charge to inspect any entry in respect of that Employer or Member in that Register at any time during business hours of the Trustee, at the registered office of the Trustee. (m) Termination of Participating Employer s Contributions Circumstances of Cessation A Participating Employer shall cease to be a Participating Employer for the purposes of the Fund and contributions to the Fund shall terminate from that Participating Employer on the date that: A. a deed of appointment placing the Participating Employer in receivership or under official management is executed by the appointor of that receiver or manager; B. a resolution of its members or an order of a Court places the Participating Employer in liquidation; or C. the Participating Employer permanently terminates its contributions to the Fund by notice in writing to the Trustee. Exercise of Powers of Participating Employer If the Participating Employer ceases to be a Participating Employer as a result of the provisions of sub-clause 6(m) above, the powers and discretions vested in the Participating Employer under this Deed shall immediately terminate and shall then only be exercisable by such of the Participating Employers as the Trustee shall from time to time determine or, in the absence of any such determination, by the Trustee. (iii) Members Contributions Terminated No contribution shall be made by a Member without the consent of the Trustee where the Participating Employer of the Member has terminated its contributions in respect of that Member under sub-clause 6(m). (iv) Employees not to be Admitted No Employee of a Participating Employer shall be admitted as a Member where the Participating Employer s contributions in