TRUST DEED & RULES CONTRACTING INDUSTRY REDUNDANCY TRUST. (Queensland)

Transcription

1 TRUST DEED & RULES CONTRACTING INDUSTRY REDUNDANCY TRUST (Queensland) (Incorporating all amendments to 1 st April 2008)

2 THIS TRUST DEED is made 19th day of February 1991 BY ELECTRICAL CONTRACTORS ASSOCIATION OF QUEENSLAND an organisation of employers registered under the provisions of the Industrial Conciliation and Arbitration Act and having its principle place of business in Queensland at 51 Berwick Street, Fortitude Valley, Brisbane, of the first part and ELECTRICAL TRADES UNION OF EMPLOYEES OF AUSTRALIA (Queensland Branch) an organisation of employees registered under the provisions of the Industrial Conciliation and Arbitration Act and having its principle place of business at, 16 Peel Street South Brisbane, of the second part (hereinafter called the Sponsors) and CIRT PTY LTD whose registered office is situated at 51 Berwick Street Fortitude Valley in the State of Queensland (hereinafter called the Trustee which expression means the Trustee for the time being hereof whether original, additional or substituted). WHEREAS: A. The Trustee proposes to establish a Fund to provide benefits set out in this Deed for employees of employers who are admitted to participation in the Fund. B. The Sponsors and other parties have entered into the Redundancy Pay Agreement which agreement provides for the establishment and maintenance of a Fund (i) (ii) to provide a facility for certain Members for the making of payments to Workers on their being made redundant and thereby enable Members to fund award or other obligations to pay redundancy pay. In particular, to provide a facility where a Member which is obliged by an award to make a provision for a payment greater in amount than the contributions made by it to the Fund can off set against that obligation those contributions to the Fund which have been made in respect of a Worker in respect of the last period of employment with that Member. to provide a source of funds to be applied for the benefit of electrical workers and the major commercial/industrial electrical contracting industry in Queensland. C. Each Worker agrees on becoming a Worker that a payment made to a Worker from the Fund is a payment made pursuant to or in substitution for meeting an award obligation that arises from the decision of the State Industrial Commission on Termination, Change or Redundancy, and shall be in full or part recognised as a payment that satisfies the award obligations in the circumstances. D. The Fund shall be known as the CONTRACTING INDUSTRY REDUNDANCY TRUST ( hereinafter called the Fund ).

3 E. The assets of the Fund shall be held by the Trustee upon trust to be applied in accordance with the Deed and Rules. F. The Fund will be deemed to have commenced on day of (hereinafter called the Commencement Date ) and subject to the provisions of this Deed providing for earlier termination, shall terminate on the expiration of 80 years from the Commencement Date. THE COMMON SEAL of CIRT PTY LTD is affixed in accordance with its articles of association in the presence of; THE COMMON SEAL of ELECTRICAL CONTRACTORS ASSOCIATION OF QUEENSLAND is affixed in the presence of THE COMMON SEAL ELECTRICAL TRADES UNION OF EMPLOYEES OF AUSTRALIA is affixed in the presence of

4 RULES 1. INTERPRETATION AND DEFINITIONS 1.1 Definitions In this Deed the following words and expressions shall, unless the context otherwise requires, have the following meanings:- Application means the application pursuant to Sub clause 11.1 by which a Member may participate in the Trust. Approved Worker Entitlement Fund refer to the definition in the FBT Law. Associate, where used in Clause 5.4 refer to the definition in the FBT Law. Benefit means a Redundancy Benefit or other payment made to a Worker in accordance with the provisions of this Deed. Business Day means any day other than a Saturday or Sunday, public holiday or rostered day off. Child includes a step child, ex nuptial child, a legally adopted child and a person recognised by the Trustee as an adopted child. Contributions means those Contributions paid by Members into the Fund pursuant to the terms of the Redundancy Pay Agreement and this Deed. Custodian Trustee means the custodian trustee of the Fund appointed by the Trustee pursuant to Clause 3.1. Deed means this Trust Deed as amended from time to time by which the Fund has been established. Employee means a person who is in the service of the Member. Employer means a corporation, firm, organisation or person who or which the Trustee determines to be an employer for the purposes of the Fund. Entity refer to the definition in the FBT Law. External Administrator refer to the definition in the FBT Law. FBT Law means the Fringe Benefits Tax Assessment Act 1986 (Cth), and (where appropriate) includes a regulation made under that Act. Fund means all moneys held by the Trustee or on behalf of the Trustee pursuant to and in accordance with this Deed.

5 Fund Administrator means the person, organisation, firm or company appointed as administrator of the Fund pursuant to Clause 3.2. Industrial Instrument refer to the definition in the FBT Law. Industry means the electrical contracting industry conducted in Queensland but excludes engineering construction projects and the housing industry. Investment Manager means the manager of the Fund appointed by the Trustee pursuant to Clause 3.1. Legal Personal Representative means the executor or administrator of a deceased Workers estate. Member means an Employer who with the approval of the Trustee is admitted as a participant in the Fund in accordance with the provisions of Clause 8.2. Where the word Member is used in relation to a Worker it means the corporation, firm, organisation or person by which the Worker is for the time being employed or deemed to be employed. Nett Income means the nett income of the Trust as determined by the Trustee in accordance with Clause 4.5 and payments made pursuant to this Deed. Redundancy has the same meaning as it has in the Redundancy Pay Agreement and Redundant has a corresponding meaning. Redundancy Benefit means an amount calculated according to the following scale; Period of Continuous Service Redundancy Benefit 1 year or less nil 1 year and up to the completion of 2 years 4 weeks pay 2 years and up to the completion of 3 years 6 weeks pay 3 years and up to the completion of 4 years 7 weeks pay 4 years and over 8 weeks pay where weeks pay means the ordinary time rate of pay for the Worker and Provided that the Redundancy Benefit shall not exceed the amount the Worker would have received had the Worker not been made Redundant. Redundancy Pay Agreement means the agreement entered into by the Electrical Contractors Association of Queensland and the Electrical Trades Union of Employees of Australia (Queensland branch) and which expression includes any variation thereto and includes any subsequent agreement which each of the parties agree is to be regarded as being in substitution thereof and as amended. Reserve Account means the account established and maintained by the Trustee pursuant to Clause 4.4.

6 Review Date means 30 September in each year or such other date as may be determined by the Trustee from time to time. Superannuation Fund has the same meaning as it does in the Occupational Superannuation Standards Act Total and Permanent Disablement in relation to a Worker means his incapacity to the extent: of the loss of two limbs (where limbs include the whole of one hand or the whole of one foot) or the sight of both eyes or the loss of one limb and the sight of one eye; or that in the reasonable opinion of the Trustee (after considering such medical or other evidence of advice as it may require from time to time) he is unable ever again to undertake any form of remunerative work in the Industry and for which he is reasonably fitted by education or training or experience; Provided that the illness or injury was not occasioned by intentional self injury and Totally and Permanently Disabled shall have a corresponding meaning. Worker Account at any date in relation to a Worker means the account established pursuant to Clause 4.3. Worker means an Employee who has been admitted as a Worker pursuant to Sub clause 9.1 PROVIDED THAT such a person shall cease to be a Worker on becoming Redundant or upon the happening of any of the events specified in Clause 11 when all Benefits which are due and payable to or in respect of him under this Fund have been paid. 1.2 In this Deed:- (c) (d) the headings are for convenience of reference only and shall not affect the interpretation of this Deed. words importing the singular number include the plural, and vice versa, and words importing the masculine, feminine or neuter genders include all genders, as the case may require, and references to a person shall be construed as references to an individual, firm, body corporate or association whether incorporated or not. the words and expressions defined are indicated by capital letters for convenience. The absence of a capital letter shall not alone imply that the word or expression is used with a meaning different from that given by its definition. references to (or to any specified provision of) this Deed or to any other deed or document shall be construed as references to (that provision of) this Deed or that other deed or document as amended or

7 substituted with the agreement of the relevant parties and in force at any relevant time. (e) reference to any statute, ordinance or other law shall include all regulations and other instruments thereunder and all consolidations, amendments, reenactments or replacements thereof. 2. TRUSTEES Appointment and Removal of the Trustee 2.1 The Trustee shall be a company and be constituted in accordance with the relevant provisions of the Redundancy Pay Agreement. 2.2 The Trustee shall cease to be the Trustee if: (c) (d) it is removed as provided by law; an application for its winding up is made or it passes a resolution for its voluntary winding up (except bona fide for the purpose of amalgamation or reconstruction) or if a receiver is appointed to its undertakings or any part thereof; by Special Resolution of the Sponsors, the Sponsors resolve that the Trustee be removed; by the Trustee by the service of one month s notice on the Sponsors resigning as Trustee. Changing Trustee 2.3 If the Trustee is removed from office or retires pursuant to Clause 2.2 the Sponsors shall by Special Resolution appoint a replacement Trustee PROVIDED THAT a Trustee shall not cease to be a Trustee pursuant to Clause 2.2 unless and until the Sponsors have determined to appoint a replacement Trustee and that replacement has agreed to assume the office of Trustee. 2.4 The Trustee shall on removal or retirement pursuant to the provision of Clause 2.2 vest the Fund or cause it to be vested in such new Trustee and shall deliver to such new Trustee all books, documents, records and other property relating to the Fund. 2.5 The new Trustee so appointed shall execute a deed accepting the office of trustee and shall undertake to perform and observe all the obligations of the Trustee hereunder.

8 Meetings of the Trustee 2.6 The Trustee may act by resolution passed by two thirds majority of its board of directors or by any person appointed under sub Clause The board of directors of the Trustee shall cause proper minutes to be kept and entered in a book provided for the purpose of recording all their resolutions and proceedings relating to the carrying out of the provisions of this Deed. Powers and Discretions of the Trustee 2.8 The Trustee in the exercise of the powers, authorities and discretions vested in it by this Deed shall have an absolute and uncontrolled discretion and may exercise, enforce or delegate or refrain from exercising enforcing or delegating all or any of those powers, authorities or discretions from time to time and at any time. 2.9 By resolution of the two thirds of its directors, the Trustee may delegate any power vested in the Trustee (including without limitation, a power which it has a duty to exercise or perform and the power of delegation herein provided for) to any person in such manner and upon such terms and conditions as it thinks fit. The Trustee may exercise any such power alone or in conjunction with and to the permanent or temporary exclusion of, any delegate of the Trustee Without limiting the generality of Sub clause 2.9, the Trustee may appoint one or more committees each consisting of not less than two natural persons nominated by the Trustee to which may be delegated powers vested in the Trustee. The members of any such committee may be removed from office by the Trustee at any such time and the Trustee may add new members to and disband any such committee at any time. The Trustee may regulate the affairs and conduct of any such committee and may prescribe rules or regulations for this purpose. At all times each such committee shall be and remain subject to and shall conform to any direction given by the Trustee The Trustee may act by an officer or other person appointed for the purpose by resolution of two thirds of its directors, whether or not the exercise of a discretion is involved, PROVIDED THAT the resolution under which such person is appointed shall define the circumstances in which he is empowered to act If any dispute or doubt whatsoever arises as to the interpretation of this Deed or as to the rights or obligations of a Member or a Worker, the decision of the Trustee is final against all persons The Trustee may from time to time delegate to any director of the Trustee or to the Sponsor or to an employee of the Sponsor the right and power on behalf of the Trustee to sign, draw, accept, make, endorse, issue, discount or otherwise execute, as the case may be, all or any cheques, promissory notes, drafts, bills of exchange, bills of lading and other negotiable or transferable instruments,

9 all or any receipts for money paid to the Trustee and all or any other documents connected with the due administration of the Fund or with the Deed or these Rules and may similarly delegate such rights and powers to any administrator or investment manager appointed by it. In addition, the Trustee may from time to time delegate to the Sponsor on such terms and in such manner and for such remuneration as it may think fit, any of its other powers discretions and authorities under the Deed and Rules. Other Powers of the Trustee 2.14 Without prejudice to the powers vested in the Trustee by this Deed or otherwise the Trustee shall have the following powers:- (c) (d) (e) (f) (g) to purchase or otherwise acquire and to sell or otherwise dispose of property, rights or privileges which the Trustee is authorised to acquire or dispose of on such terms and conditions as it shall think fit; to appoint and at its discretion remove or suspend auditors, managers, secretaries, clerks, agents and other servants, appoint them for permanent, temporary or special services as it from time to time thinks fit, determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amount as it may think fit; to institute, conduct, defend, compound or abandon any legal proceedings by or against the Fund or its officers or otherwise concerning the affairs of the Fund and also to compound and allow time for payments or satisfaction of any debts due and of any claims or demands by or against the Fund; to make and give receipts, releases and other discharges for money payable to the Fund and for the claims and demands of the Fund; to open bank accounts and to retain on current or deposit account at any bank such moneys as it considers proper and to make regulations for the operation of such bank accounts including the signing and endorsing of cheques in connection therewith PROVIDED THAT any bank account opened by the Trustee shall be operated by not less than two persons authorised by the Trustee; to take and act on the advice or opinion of any accountant, actuary, barrister, solicitor or medical practitioner or other professional person or expert (whether or not such advice or opinion was obtained by the Trustee) in relation to any relevant matter or question without being liable to any person in respect of anything done or omitted to be done by the Trustee in good faith based on such advice or opinion; to determine who shall be entitled to sign on the Fund s behalf, receipts, acceptances, endorsements, releases, contracts and documents;

10 (h) (ha) (i) to pay Benefits to persons entitled thereto in accordance with the terms of this Deed; and to apply to the Commissioner of Taxation, and complete such other requirements as may be necessary, in order for the Fund to be prescribed as an Approved Worker Entitlement Fund for the purposes of the FBT Law. generally to do all such things and perform such acts as the Trustee considers appropriate in the administration of the Fund and the performance of its obligations under this Deed. Remuneration of Trustee 2.15 The Trustee shall be entitled to charge professional fees at such rate as may from time to time be agreed with the Sponsors and to recover costs and/or disbursements incurred in respect of the provision of its services as Trustee of the Fund which fees may be charged in respect of: (i) (ii) (iii) contributions made to the Fund; income earned by the Fund; management and administration of the Fund generally. 3. APPOINTMENT OF MANAGERS, ADMINTSTRATORS Investment Manager and Custodian Trustee 3.1 Without limiting the generality of the powers conferred on the Trustee under this Deed, the Trustee may appoint such one or more persons as it may think fit to act as Investment Manager or Custodian Trustee or both, subject to such conditions as the Trustee may determine, including directions to the Investment Manager that moneys managed by it for the Fund must be invested only in Government securities or securities guaranteed by a Bank and may delegate to and confer upon each such Investment Manager or Custodian Trustee such powers as the Trustee may think fit. (c) The Trustee shall not be liable or responsible for any act, omission, error of judgement, negligence or breach of trust of the Investment Manager or Custodian Trustee and shall not be bound to take proceedings against any Investment Manager or Custodian Trustee in respect thereof. The Trustee may pay out of the Fund to the Investment Manager or Custodian Trustee such remuneration for its services as the Trustee considers proper and may remove the Investment Manager or Custodian Trustee or alter the terms of its appointment as it sees fit.

11 Fund Administrator 3.2 Without limiting the generality of the powers conferred on the Trustee under this Deed the Trustee may appoint a Fund Administrator on such terms and conditions as the Trustee shall think fit and the Trustee may remove any such Fund Administrator and appoint another in his stead. The Trustee may vest in a Fund Administrator such duties and powers in relation to administration and management of the Fund as it thinks fit and may likewise alter or extend the duties and powers of a Fund Administrator. Subject to the foregoing and to any directions by the Trustee a Fund Administrator may have the following duties and powers: (i) (ii) (iii) (iv) (v) the collection of amounts contributed or to be contributed to the Fund and the transfer of money and assets to and from any Investment Manager or Custodian Trustee appointed pursuant to this Deed; the collection, recording and dissemination of membership Contributions and other information for the purposes of the Trust; the establishment and maintenance of records of accounts and membership Contributions and other necessary records including details of the Worker Accounts; the calculation of payments of Benefits as required by the Trustee or a Member and the payments of Benefits in accordance with the Deed; and the provision and maintenance of a computer network and associated enquiry facilities necessary to support the administration of the Trust. 4. ACCOUNTS, RECORDS AND AUDITS Register of Members 4.1 Subject to Clause 7.7, the Trustee shall keep or cause to be kept a register of Members which shall record the name and residential address of each Member and Worker and in respect of each Worker, all particulars relating to his employment and circumstances as are reasonably necessary to enable the Trustee to perform its obligations under this Deed 4.2 The Trustee shall, at each Review Date, prepare or arrange to have prepared a statement of income and expenditure and a balance sheet showing the state of the Fund which shall be audited by a properly qualified auditor appointed by the Trustee. The appointment of the auditor shall be on such terms as the

12 Trustee may think fit and the Trustee may remove any such auditor and appoint another in his stead. Worker Account 4.3 The Trustee shall cause to be opened a Worker Account in which shall be recorded: (c) (d) (e) (f) (g) (h) contributions made to the Fund by a Member in respect of a Worker; amounts transferred into the Worker Account pursuant to this Deed; amounts transferred from or to the Reserve Account; amounts which the Trustee in its discretion determines should be debited to this account in respect of any income or other tax to which the Trustee is or may become liable; amounts which the Trustee has determined shall be debited to this account in respect of expenses and disbursements attributable to the Worker; benefits paid from the Worker Account; amounts credited to the Worker Account by way of application of the Nett Income; amounts (if any) which the Trustee has determined shall be debited to the Worker Account in respect of the cost of administration attributable to the Member and which have not already been taken into account in determining the Nett Income. Reserve Account 4.4 The Trustee shall establish a Reserve Account in which shall be recorded: benefits which have been forfeited pursuant to the Deed and Rules; and the actual earnings of the Fund including all income and losses, realised and unrealised capital gains and losses and other losses and expenses attributable to the investment of the Fund in accordance with the provisions of Clauses 4.6 to The amount standing to the credit of the Reserve Account may be applied as the Trustee in its discretion and with the consent of the Sponsors determines for any one or more of the following purposes: to cover the cost of the administration of the Fund;

13 Nett Income 4.6 As at every Review Date the Trustee shall determine the Nett Income of the Fund in respect of the immediately preceding year (or part of a year where the Fund has not been in existence for a complete year) which shall be the income (including capital gains) of the Trustee less all outgoings, expenses or losses incurred in the administration and conduct of the Fund by the Trustee. 4.7 At every Review Date, the Trustee, in its sole and absolute discretion may apply the Nett Income in any one or more of the following ways: (c) to increase the Worker Accounts by an amount not exceeding 25% of the Nett Income and credited to the Worker Account of each Worker in proportion to the balance of such Worker Account on the day immediately preceeding the Review Date; in a manner permitted by clause 13; to credit to the Reserve Account an amount to be applied in accordance with clause Any tax liability of the Trustee which arises as a result of a distribution in accordance with Clause 4.7 to a Worker Account is to be paid out of the moneys so distributed to the Worker Account. 4.9 Notwithstanding the foregoing provisions, and for the avoidance of doubt, the Worker Account shall: be an account kept for each person in respect of whom contributions to the Fund are made; and must be kept in a manner that enables entitlements in respect of the person to be calculated; and (c) be kept in such manner as otherwise complies with requirements of the FBT Law as to Approved Worker Entitlement Funds. 5 INVESTMENTS 5.1 The Trustee may as it sees fit and in the name or otherwise under the control of the Trustee invest the whole or any part of the moneys and assets of the Fund not immediately required for any other purpose in any manner or form (whether involving liability or not) which the Trustee considers to be an investment and suitable for the Fund (with the intent that the Trustee shall have the same absolute ownership of all such moneys and assets and be beneficially entitled thereto) including without limitation any real or personal property whatsoever and wheresoever situated in the world and any share or interest therein and any right and option in respect thereof, and the Trustee may do all acts and things and enter into any transactions and dealings which

14 it considers necessary, desirable or expedient in exercising its powers under this clause. The Trustee shall have an absolute and unfettered discretion as to what is an investment and whether that investment is a suitable investment for the Fund. However, the Trustee shall have regard, in deciding investments of the Fund, to the security of members entitlements. 5.2 Without limiting the generality of sub Clause 2.8 above, in exercising its powers under sub Clause 2.8 the Trustee may: (c) (d) (e) sell and call in any investment, and vary, transpose or convert the same into or for another investment, without liability for or in respect of any loss incurred by so doing; exercise and perform any of the powers and privileges, and discharge from the Fund all obligations and liabilities, appertaining or incidental to any manner or form of investment; cause or allow an investment to be entered into, acquired and held by and in the name of the Trustee or any other person acceptable to the Trustee, whether or not that other person acts for the Trustee alone or for the Trustee and any other person; enter into or acquire any investment either alone or in conjunction with any other person but at all times the Trustee shall cause to be kept such separate and distinct records as may be necessary to readily identify the money and property attributable to the Fund; and enter into or otherwise acquire, and howsoever deal with, any type of insurance policy or like arrangement (including any reinsurance arrangement with any other person or Fund) or any right or interest in respect thereof with or subject to any option, right, benefit, condition and provision as the Trustee thinks fit and pay out of the Fund all premiums and other outgoings in respect of such a policy or arrangement. Expenses of the Fund 5.3 The Trustee shall, except and to the extent that is otherwise provided, pay out of the Fund all expenses of and incidental to the formation, management and administration of the Trust. 5.4 Notwithstanding the foregoing provisions of this clause 5: no more than 5% of the total assets of the Fund are to be invested in an entity controlled by a contributor or an associate of a contributor; and the assets of the Fund are not to be used to provide or facilitate any form of financial assistance, including a loan, to a contributor, a person

15 6 ADMINISTRATION Liability and Indemnity in respect of whom contributions are made or an associate of a contributor or an associate of a person in respect of whom contributions are made. 6.1 The Trustee shall not be under any liability for or in respect of any action, claim, counterclaim, set off, demand, cost or expense whatsoever incurred or arising from any breach of trust or arising from any act or omission in connection with or relating to the Trust or to any payments to a Member or a Worker unless the same shall have been due to its own dishonesty or wilful default. Without limiting the generality of the foregoing, the Trustee shall not be liable for any prejudice suffered by a Member or Worker arising out of the calculations by the Trustee of any Benefit. 6.2 The Trustee shall be indemnified by the Fund and kept indemnified against any action, claim, counterclaim, set off, demand, liability, cost or expense whatsoever arising from or in connection with incurred execution or attempted execution or in respect of the non execution of the trusts, authorities, powers and discretions contained in this Deed. (c) Without limiting the generality of sub Clause 2.13, the indemnity provided shall apply to any payment of a Benefit made in respect of a Member to any person whom the directors of the Trustee bona fide believe to be entitled to the payment. The Trustee shall have a lien on and may use any moneys for the time being in the hands or coming into the hands of the Trustee for the above indemnity and also for the payment of all proper legal and other costs, charges and expenses of administering or winding up the Trust and otherwise of performing its duties under this Deed. 6.3 The Trustee shall not have any power or authority to enter into any contract that shall bind, affect or render liable Members or Workers personally or call upon them for any payment whatsoever other than Contributions to be made by Members. 6.4 Notwithstanding any other provision of this Deed or provisions deemed to be included herein, no Member or Worker shall by reason hereof or by reason of any relationship hereby created with the Trustee, be under any obligation personally to indemnify the Trustee or any creditor of them or any of them in the event of there being any deficiency of the assets of the Trust as compared with the liabilities of the Trustee. Damages and Compensation 6.5 Nothing in this Deed shall in any way affect the right of a Worker or his Legal Personal Representative or other person to claim damages or compensation by

16 common law or under a Workers Compensation Act or any other statute in force governing compensation to a Worker injured or dying as a result of an accident arising out of or in the course of his employment with the Member. Except as may be provided in this Deed the amount payable in terms of this Deed shall not be reduced by reason of any payment of damages or compensation as set out above. Inspection by Members 6.6 A copy of this Deed shall be kept by the Trustee at its registered office and shall be open to inspection by any Member or Worker at all reasonable times. Confidentiality 6.7 Subject to disclosure made by the Trustee pursuant to the terms of appointment of an Investment Manager, Custodian Trustee and Fund Administrator as contemplated by this Deed, the Trustee will not at any time disclose or permit or suffer the disclosure of any information concerning Members or Workers given to the Trustee for the purposes of this Deed. Member Providing Information 6.8 When an Employee becomes eligible to join the Trust as a Worker or after receiving notice of the death, disablement or retirement of any Worker or of his otherwise ceasing to be in the service of a Member, the Member shall promptly notify the Trustee of the event or change of circumstance and provide all other information in its possession regarding a prospective Worker or the Worker as may reasonably be required by the Trustee. Notices 6.9 Notices may be given by the Trustee to a Member or a Worker either personally or by mail to his address last known to the Trustee or, in respect of a Worker, by enclosure in the Worker s pay envelope or advice. In the case of service by post the notice shall be deemed to be effective on the date when the notice would be received in the ordinary course of posting. Persons Bound by the Deed 6.10 All Members and Workers are entitled to the benefit of and are bound by the terms and conditions of this Deed. No Partnership Constituted by This Deed 6.11 Nothing in this Deed shall constitute or shall be deemed to constitute the relationship of principal and agent between the Trustee and Members and Workers or as between Members or Workers interests All benefits payable in accordance with the provisions of this Deed to Workers shall be payable to them separately and income received by the Trustee shall

17 not be received or construed as received by or on behalf of Members of Workers jointly or otherwise. Applicable Law 6.13 This Deed shall be governed by and construed in accordance with the laws of the State of Queensland. 7 AMENDMENTS TO THE DEED 7.1 The Trustee may, at any time, with the consent of the Sponsors, by resolution or by instrument in writing amend (whether by way of deletion, addition or variation) all or any of the provisions of the Deed or these Rules including this Rule Such amendment shall not, without the consent of Workers affected, in the opinion of the Trustee reduce the amounts accrued in the Workers Account at the date of the amendment. 7.3 No amendment may be made pursuant to Clause 7.1 which would cause the trusts contained in the Deed and these Rules to fail by reason of the application of the rule against perpetuities. 7.4 No amendment may be made to this Deed or the Rules if so to do would result in the Fund ceasing to be an Approved Worker Entitlement Fund, it being the declared intent of the parties that the power of amendment provided by this clause 7 shall only be used for a purpose which is consistent with the Fund becoming and remaining an Approved Worker Entitlement Fund. 7.5 Neither Clause 7.4 nor this Clause 7.5 may be amended, varied, deleted or its (or their) effect overridden by another purported amendment to this Deed or the Rules, save with the written approval of the government office for the time being administering the FBT Law (or, if none, from the government office last administering the FBT Law). 8 ADMISSION OF EMPLOYERS Application 8.1 An employer who desires to become a Member shall apply to the Trustee for admission to the Fund and shall complete an application to participate in the Fund in such form as the Trustee shall determine from time to time. On being accepted as a Member in accordance with Clause 8.2, the Member is bound by the terms of this Deed and the Redundancy Pay Agreement.

18 Membership 8.2 If the application by an Employer for admission to the Fund is acceptable to the Trustee the Trustee shall give the Employer notice in writing that it has been admitted to the Fund as a Member. Commencement 8.3 An Employer shall become a Member on a date specified by the Trustee in the notice referred to in Clause 8.2 and if no date is so specified then on the date of that notice. Retirement of Members 8.4 The participation in the Fund of a Member may be terminated if: (i) (ii) (iii) (iv) (v) (vi) where a Member is or includes a body corporate, a resolution is passed or an order is made for the winding up thereof or a scheme of arrangement providing for the dissolution thereof is approved by a court; or where a Member is or includes a partnership, the partnership is dissolved; or where a Member is or includes a natural person or persons not in partnership, that person or any of those persons dies or becomes bankrupt; or a Member ceases to carry on business; or a Member gives twelve month s notice in writing to the Trustee of its intention to cease participation in the Fund PROVIDED THAT if the Member is not in arrears in respect of its contributions it may terminate on one month s notice; or the Trustee gives one month s notice in writing to a Member of its intention to terminate the Member s participation in the Fund. The participation by the Member (called the Retiring Member ) in the Fund shall cease as from the date (called the Cessation Date ) that the relevant event hereinbefore provided for occurs or expiration of the relevant notice period (as the case may be). 8.5 In the event of the termination of the participation of a Member in the Fund in accordance with sub-clause 8.4:- no further persons who are employed only by that Member shall be admitted as Workers;

19 no further contributions shall be made by that Member except contributions that were due on or before the Cessation Date; and after obtaining such advice (if any) as it considers necessary, the Trustee shall determine the amounts held in the Fund that are referable to the Workers of the Retiring Member. Any such amounts shall be held in terms of the trusts hereof. 8.6 If in the circumstances described in paragraphs (i), (ii), (iii) or (iv) of sub clause 8.4 a new company, organisation, association or person (called the Successor Member ) takes the place of the Retiring Member as the result of:- amalgamation or reconstruction of the Retiring Member or otherwise for the purpose of the replacement of the Retiring Member by a successor; or the Retiring Member ceasing to carry on business by reason of the disposal of its business undertaking to another company, organisation, association or person; then the Successor Member shall execute such form in writing as is determined by the Trustee and shall thereby be deemed to have agreed to be bound by the provisions of this Deed and the Rules with effect from the Cessation Date (or such other date as the Trustee and the Successor Member shall determine) PROVIDED THAT if no such form is completed within ninety days of the Cessation Date (or within such lesser period (if any) as may be determined by the Trustee) the provisions of sub Clause 8.5 shall apply and thereupon the Successor Member shall for the purposes of the Fund assume the position of the Retiring Member. 9 ELIGIBILITY AND MEMBERSHIP OF WORKERS Application 9.1 Members shall from time to time advise the Trustee of the names of such Employees of that Member who are eligible to become Workers, and such Employee shall become a Worker on making application in such form and in such manner as the Trustee may require. An Employee will be eligible to become a Worker where: (i) (ii) (iii) he is employed by a Member; he is engaged on work covered by the Electrical Engineering Award (Queensland) or its successors; his application is approved by the Trustee. (c) Members shall supply such information, documents and evidence relating to such Employees as may be reasonably required by the Trustee for the purposes of the Fund.

20 Transfer of Benefits 9.2 If any Benefit becomes due and payable to a Worker; or a Worker ceases to be employed by a Member and leaves the State in circumstances where he is employed in the Industry in another State of Australia, then that Benefit payable to the Worker may be transferred to a fund which, in the opinion of the Trustee, is similar to the Fund or to any other fund and that payment is in lieu of any payment to which the Worker would be otherwise entitled and the Worker shall cease to be a Worker upon that payment being so transferred. 9.3 No payment may be made in reliance upon Clause 9.2 except: by way of a transfer of contributions to another Approved Worker Entitlement Fund; or as otherwise authorised by Clause 13, but only so far as authorised by Clause CONTRIBUTIONS Payment to Trustee 10.1 Each Member shall promptly pay to the Trustee, or as directed by it, as Contributions to the Fund, such amounts and in accordance with such terms and conditions stipulated from time to time by the Trustee as it thinks appropriate and which are in accordance with the Redundancy Pay Agreement and this Deed. Particulars 10.2 Where a Member at the direction of the Trustee pays Contributions to a Fund Administrator it shall provide the Fund Administrator with relevant particulars as to the proportion in which contributions are to be allocated in respect of Workers Contributions. Application of Contributions 10.3 The Contributions received by the Trustee (or applied as directed by the Trustee) and any other money or property forming part of the Fund which is received by the Trustee shall be held in trust by the Trustee and applied in accordance with this Deed Nothing in this clause shall entitle any Member or Worker to call for any specific asset of the Fund and the Trustee shall have an absolute discretion as to which part of the Fund is applied to provide funds to enable Benefits to be paid.

21 Commencement and Termination of Contributions 10.5 The Contributions by the Member in respect of a Worker shall be calculated from the date he becomes a Worker in accordance with the provisions of this Deed until he ceases to be a Worker, but shall not include periods during which the Worker is on leave of absence without pay A Member may make a contribution, and the Trustee may accept a contribution, only when the Member makes the contribution: for the purposes of ensuring that an obligation under an Industrial Instrument to make leave payments (including payments in lieu of leave), or payments when an employee ceases employment, is met; or for the reasonable administrative costs of the Fund. and the Trustee: (c) (d) (e) may take into account such evidence as it thinks fit in determining whether the contribution is so made; and is not responsible should it accept a contribution not so made, provided that the Trustee did not have actual knowledge that the contribution was not so made; and may refund a contribution to the contributor should the Trustee determine that the contribution was not so made. Late Payment of Contributions 10.7 In the event of late payment of contributions, the Trustee, at its absolute discretion, may impose an interest penalty on such contributions at a rate to be determined and conditions decided appropriate in each individual case. 11 PAYMENT AND CALCULATION OF BENEFITS Payment of Benefits 11.1 A payment of a benefit from the Fund shall be subject to the production of such evidence, the performance of such acts and the execution of such documents and within satisfaction of such time limits as the Trustee may reasonably require from time to time having regard to the terms of the Redundancy Pay Agreement A payment may be made by cheque by the Trustee or as directed in writing by the Trustee and may be mailed to the Member s (or if payable to a Worker, then Workers) address last known to the Trustee.

22 11.3 All payments shall be expressed and paid in Australian currency unless otherwise specifically agreed between the Member and the Trustee The Trustee is to deduct from a benefit all taxes or duties and management expenses arising in respect of the payment and to remit the balance to the Member or Worker, as the case may be. Redundancy Payments 11.5 If the Worker is made Redundant, the Trustee shall, on receipt of such declarations, certificates and waivers as required by the Redundancy Pay Agreement, pay to the Worker a benefit equal to the greater of: the Redundancy Benefit; and the benefit entitlement under a fund established under the Electrical Engineering Award in the State in which the Worker is employed Before payment of the benefit set out in 11.5, the employer will certify a Worker s entitlement in the Engineering Award on a record of service which shall be in a form agreed from time to time by the Sponsors. Ancillary Payments: Members 11.7 If the Member has made the payment in the circumstances of Clause 11.5 to a Worker the Member shall be reimbursed for that amount and no further amount shall be payable under Clause Ancillary Payments: Retirement, Death, Disablement and Leaving the Industry Benefits 11.8 Subject to Clause 11.7 if: a Redundancy Benefit has not been paid in respect of the Worker; and the Member has not made the payment to the Worker in the circumstances provided for in this Clause, then if the Worker or Legal Personal Representative on written application to the Trustee advises that the Worker retired from the workforce on or after age 55, suffered financial hardship during a period of continuous unemployment for a period in excess of 4 weeks and for which the Trustee has received written evidence, died, became Totally and Permanently Disabled or Leaves the Industry, the Trustee: (i) in the case of the Workers Retirement or Leaving the Industry shall pay an amount equal to the balance of the Worker s Account on the first to happen of the above at the date of Retirement or Leaving the Industry (as the case may be) to the Worker;

23 (ii) in the case of the Worker dying, becoming Totally and Permanently Disabled or suffering financial hardship may, at its discretion, pay an amount equal to the balance of the Worker s Account on the first to happen of the above at the date of the first to happen to the Worker of the above or, in the case of death, the Legal Personal Representative of the Worker A Worker will be considered as permanently Leaving the Industry in Queensland if he has not been employed in the Industry for 12 months preceding the date of the application referred to in Clause Where a Worker intends to permanently relocate outside Queensland, upon the production of satisfactory evidence, the Trustee may at its discretion reduce the qualifying period referred to in Clause 11.8 by an amount determined by the Trustee. Payment on Death In circumstances where a payment is payable on death of a Worker pursuant to Clause 11.8: if, at the expiration of the period of twelve months from the date of the Worker s death, the Trustee is of the opinion, after reasonable enquiry, that it is unlikely that a Legal Personal Representative of the Worker will be appointed, the amount which would otherwise be payable as a death benefit shall be forfeited and credited to the Reserve Account; if a Legal Personal Representative is subsequently appointed, the Trustee may, in its discretion, pay the whole or part of the forfeited amount to the Legal Personal Representative. Location of Worker If, when any amount becomes payable to a Worker in accordance with this Deed, the Trustee is not, for a period of one year immediately thereafter and after reasonable if enquiry, aware of the location of the Worker, the amount of the benefit shall be forfeited and paid to the Fund. Incapacity of the Worker Where an amount is to be payable to a Worker who is in the opinion of the Trustee incapable of managing his affairs due to his state of health or because he is an infant, the Trustee may in its discretion establish a trust or pay an existing trust (whether or not it is the trustee of such trust) for the benefit if such Worker would otherwise be entitled to and to apply any part of the income or capital of the assets of such trust at any time and in any way consistent with the purpose of such trust.

24 12 WINDING UP Termination of the Fund 12.1 The trusts hereby declared shall cease and terminate and the Fund shall be wound up as hereinafter provided upon the happening of the following events: (c) (d) it has become impracticable or it is not expedient or economically viable to carry on the Fund; the Fund has failed in accomplishing the object for which it was established; the Sponsors resolve by a Special Resolution that the Fund is to terminate; the period of 80 years from the Commencement Date has elapsed Upon the trusts hereof ceasing and terminating in accordance with Clause 12.1 the Trustee shall give notice in writing to each Member and Worker, if any, that the Fund shall be wound up on a specified date, such date not being later than any date on which the Fund is required by Clause 12.1(d) to be terminated (hereinafter called the Closure Date ). As from the Closure Date the following shall apply: no further contributions shall be made by any Member, other than arrears of contributions due to the Closure Date; and arrears of contributions, if any, shall be called in immediately. Benefits on Winding Up 12.3 Upon the trusts ceasing and terminating in accordance with Clause the Trustee shall make such provision out of the Fund after meeting expenses and liabilities as is necessary to provide for the payment of the following Benefits in the following order of priority: (c) payments which on or before the Closure Date have become payable to Workers; payments to each Worker who is still in the Service equal to the balance of his Worker Account; payments to each Worker who is still in the service of such amount of the assets of the Fund then remaining as the Trustee considers equitable having regard to the credit standing to each Worker Account.

25 12.4 Where a Member dies before receiving a Benefit to which he has become entitled pursuant to Clause 12.3, such benefit shall be paid to the Member s Legal Personal Representatives If after providing Benefits for Workers in terms of Clause 12.3 surplus remains, such surplus shall be paid by the Trustee to or for the benefit of: (c) any former Workers; any dependants of any such former Workers; the Legal Personal Representatives (in their capacities as such) of any such former Worker or dependants, as the Trustee in its absolute discretion determines, and, if provided to or for two or more persons, in such proportions as the Trustee in its absolute discretion determines. 13 Notwithstanding another provision of this Deed or the Rules: on no account shall the Trustee make a payment from contributions to the Fund except (and then only so far as permitted by this Deed or the Rules) for the following purposes: (i) (ii) (iii) (iv) (v) (vi) (vii) to pay worker entitlements to persons in respect of whom contributions are made; to make investments to generate income from the assets of the Fund; to reimburse contributors who have paid entitlements directly to persons in respect of whom contributions are made; to return contributions to contributors; to pay, for the benefit of a person in respect of whom contributions are made, an eligible termination payment (within the meaning of section 27A of the Income Tax Assessment Act 1936) into a complying superannuation fund (within the meaning of section 45 of the Superannuation Industry (Supervision) Act 1993), a complying approved deposit fund (within the meaning of section 47 of the Superannuation Industry (Supervision) Act 1993) or a retirement savings account (within the meaning of the Retirement Savings Account Act 1997); to transfer contributions to another Approved Worker Entitlement Fund; to pay the reasonable administrative expenses of the Fund;