Consolidated Trust Deed - · PDF fileConsolidated Trust Deed Aliens > < Linklaters 22. Advice to Trustee 70 23. Accounts and Audit 70 24. Actuarial Requirements 70 25. Appointment

Aliens >< Linklaters

Consolidated Trust Deed

Rio Tinto Staff Superannuation Fund

This Consolidated Trust Deed incorporates amendments made by all Deeds of Amendment up

to and including Deed of Amendment No 34 and was adopted by Deed of Amendment No 34

Consolidation Effective Date: 1 July 2016

Aliens 101 Collins Street Melbourne VIC 3000 Tel +61 3 9614 1011 Fax +61 3 9614 4661 www.allens.com.au

© Aliens, Australia 2016

Aliens is an independent partnership operating in alliance with Linklaters LLP.

Consolidated Trust Deed Aliens ><Linklaters

1. Definitions and Interpretation 5

2. The Fund 15

2A. Membership Divisions 16

2B. Operational Rules 16

3. Admission of Members 17

3A. Member Fund Choice 20

4. Election 22

5. Contributions 22

6. Benefits 26

6A. Application of Interest/Declared Earning Rates and Unit Pricing Provisions 33

6B. Interest and Declared Earning Rate 35

6C. Special Rates 36

6D. Unitisation 36

7. Special Arrangements 38

8. Overriding Requirements and Family Law Provisions 38

8A. MySuper 48

9. Temporary Cessation of Employment and Leave Without Pay 53

10. Alternative Payment or Forfeiture of Entitlements 53

11. Dismissal for Defalcation or Misconduct 54

12. National or Other Schemes 55

13. Termination, Reduction or Suspension of Employer Contributions 56

13A. Termination, Non-payment or Inadequacy of QAL Employer Contributions 57

13B. Winding Up, Dissolution or Cessation of Business of QAL Employers59

13C. Excess or Insufficiency of QAL Assets 60

14. Termination of Fund 60

15. Deductions from Benefits 61

16. Proof of Qualification 61

17. Transfer from Employ of one Employer to Employ of Another or Transfer to an Overseas Associated Employer 62

18. Transfers from Other Funds 63

19. Transfers to Other Funds 63

20. Trustee 67

21. Delegation by Trustee 69

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Consolidated Trust Deed Aliens > < Linklaters

22. Advice to Trustee 70

23. Accounts and Audit 70

24. Actuarial Requirements 70

25. Appointment of Secretary 71

26. Investment of Fund and Additional Powers of Trustee 71

26A. Sub-Fund and Investment Pools 74

27. Admission and Release or Liquidation of Associated Employers 75

28. Exercise of Powers by Corporations and Exercise of Powers by Employers in Receivership 76

29. Powers of Employer not Affected 77

30. Expenses 77

31. No Personal Claim 77

32. Amendments 77

33. Availability of Deed 79

34. Severance of Void Provisions 79

Schedule 1 — Accumulation Division 81

A. Rio Tinto Accumulation Members 81

Schedule 2 — Defined Benefit Division 92

B. Defined Benefit Members 92

Schedule 3 108

Accumulation Division (QAL Wages Fund DC Members and Deferred Account Members) Defined Benefit Division (QAL Wages Fund DB Members) 108

C. Former Members of Queensland Alumina Wages Employees Superannuation Fund 108

Schedule 4 123

Accumulation Division (QAL Staff Fund DC Members and Deferred Account Members) Defined Benefit Division (QAL Staff Fund DB Members) 123

D. Former Members of Queensland Alumina Management Staff Superannuation Fund 123

Schedule 5 — Defined Benefit Division 139

E. Former Members of North Superannuation Fund 139

Schedule 6 - Accumulation Division 140

F. Personal Members 140

Schedule 7 — Retirement Division 148

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G. Account Based Pensioners & Transition to Retirement Pensioners (TRAP Pensioners) 148

Schedule 8 — Defined Benefit Division (Alcan DB Members) 153

H. Alcan DB Members 153

Schedule 9— Admission of Associated Employers (Clause 27) 162

Form of Admission Agreement for Associated Employers 162

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Date This Trust Deed is made the fourteenth day of December 1979

Parties

Rio Tinto Services Limited (ACN 004 219 738)1 a company incorporated under the

law of the State of Victoria and having its registered office at 95 Collins Street,

Melbourne in the said State (Principal Employer) of the one part and

Rio Tinto Staff Fund Pty Limited (ACN 005 599 422)2 a company incorporated

under the law of the State of Victoria and having its registered office at 95 Collins

Street, Melbourne (Trustee) of the other part.

Recitals

The Principal Employer has decided to establish a superannuation fund to be known

as the Rio Tinto Staff Superannuation Fund3 (Fund) for the purpose of providing

superannuation benefits for:

(i) certain of its employees and certain of the employees of other employers

who being eligible as provided in this Deed participate in the Fund, and

(ii) for the dependants of such employees.

The Trustee has agreed to act as the first Trustee of the Fund as is testified by its

execution of this Deed.

NOW THIS DEED WITNESSETH THAT a superannuation fund to be known as the

Rio Tinto Staff Superannuation Fund3 is hereby established with effect from the twenty first day

of May 1979 and shall be controlled and administered by the Trustee in accordance with the

following provisions:

1. Definitions and Interpretation

(1) This Deed and the Rules are governed and construed and takes effect in

accordance with the law of the State of Victoria.

(2) The headings in this Deed and the Rules are for convenience only and do not

affect the interpretation of it.

Formerly known as C.R.A. Services Limited.

2

Formerly known as C.R.A. Group Staff Fund Pty. Limited.

3 Originally known as the CRA Group Staff Superannuation Fund.

A.

B.

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Consolidated Trust Deed Aliens >< Linklaters

(3) In the interpretation of this Deed and the Rules words importing the singular

number include the plural and vice versa and words importing one gender include

the other genders unless the context otherwise requires.

(4) If any dispute or doubt as to the interpretation of any of the provisions of this Deed

and the Rules or as to the rights of Members there under shall arise the decision of

the Trustee shall be final and conclusive.

(5) References to any statutory enactment, regulation, rule, by-law or other law or a

provision thereof (collectively called a 'law') shall include that law as amended or

re-enacted from time to time and any law which replaces the same or has the

same effect in whole or in part (whether or not passed or approved by the same

legislative body or other authority and whether or not incorporating or adopting any

law previously in force) and shall also include any regulations, determinations,

rulings or guidelines laid down or made by any person or authority under the

authority of such a law.

(5A) A reference to the Tax Act includes a reference to the Income Tax Assessment Act

1997 of the Commonwealth of Australia, and a reference to a provision of the Tax

Act includes a reference to a corresponding provision of the Income Tax

Assessment Act 1997 of the Commonwealth of Australia.

(6) Schedules to this Deed form part of this Deed.

(7) In the interpretation of this Deed and the Rules the words and expressions

following shall unless the context otherwise requires have the following meanings:

Account Based Pensioner has the meaning given to it in Rule G.2 of Schedule 7.

Accrued Default Amount has the meaning given to it in the SIS Act.

Actuary means the person, firm or company appointed for the time being by the

Trustee as Actuary to the Fund pursuant to Clause 24.

Alcan DB Member has the meaning given to it in Rule H.2 of Schedule 8.

Alcan Fund means the Alcan Gove Superannuation Plan which was established

by a trust deed dated 22 December 1975 (as amended).

Alcan Fund Deed means the governing rules of the Alcan Fund in force

immediately prior to the Alcan Transfer Date.

Alcan Transfer Date means 1 May 2009 or such other date determined by the

Trustee as being the date on which the members and beneficiaries of the Alcan

Fund were transferred to the Fund.

Approved Benefit Arrangement means a fund or benefit arrangement, other than

the Fund, to which a payment may be made from the Fund, or from which a

payment may be accepted into the Fund, without causing the Fund to be in breach

of or to fail to comply with any applicable requirement under Superannuation Law

regarding the portability or preservation of benefits, including without limitation

another superannuation fund, an approved deposit fund and a deferred annuity.

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Associated Employer means any company, partnership, organisation or

association (whether incorporated or otherwise) which has been admitted to

participation in the Fund as provided in Clause 27 and includes any company

partnership organisation or association (whether incorporated or otherwise)

carrying on business in succession to it or in amalgamation with it but does not

include such a company partnership organisation or association which has ceased

to participate in the Fund as provided in Clause 27.

Auditor means the auditor appointed from time to time by the Trustee as Auditor to

the Fund pursuant to Clause 23.

Binding Nomination means a nomination which:

(a) has been given to the Trustee by a Member;

(b) is in a form acceptable to the Trustee;

(c) requires the Trustee to pay the benefits payable on death to eligible

persons of the Member as nominated by the Member; and

(d) complies with Superannuation Law and any conditions specified by the

Trustee from time to time.

In this definition eligible persons means the Dependants and legal personal

representatives of the Member.

Child in relation to a Member, means:

(a) a child, an adopted child, a stepchild or an ex-nuptial child of the Member

and any child of the Member born after the death of the Member;

(b) a child of the Member's Spouse; and

(c) someone who is a child of the Member within the meaning of the Family

Law Act 1975.

Commencing Date means 21 May 1979.

Constitutional Corporation has the meaning given to it in the SIS Act.

Deed means this Trust Deed as amended from time to time in accordance with the

provisions of this Trust Deed.

Defined Benefit Member means a person who was admitted to membership of the

Fund prior to the Transfer Date (other than as a Defined Contribution Member or a

Limited Member) or who was admitted after the Transfer Date with the approval of

the Principal Employer as a Defined Benefit Member pursuant to Clause 3(1) and

who has not elected to become a Defined Contribution Member pursuant to Clause

4(1) or 4(2).

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Defined Contribution Member means:

(a) a person who was admitted to membership of the Fund as a Defined

Contribution Member;

(b) a Defined Benefit Member or an Alcan DB Member who has elected to

become a Defined Contribution Member under Clause 4(1) or 4(2); and

(c) an Alcan DB Member to whom Rule H.7(2) of Schedule 8 applies.

Dependant in relation to a Member, means any one or more of the following:

(a) the Spouse of the Member;

(b) any Child of the Member;

(c) any person with whom the Member has an interdependency relationship

(within the meaning of the SIS Act) (or in the case of a deceased Member

was in such an interdependency relationship at the time of the Member's

death); and

(d) any other person who, in the opinion of the Trustee, is in any way

dependent upon the Member (or in the case of a deceased Member was

so dependant at the time of the Member's death).

Disqualified Person in relation to an individual or a body corporate (as the case

may be), has the meaning given to it in the SIS Act.

Election Date means 30 September 1993.

Eligible III-Health Member means a Member who was an Employee and a

Member on 31 December 2013 and did not cease to be an Employee or a Member

between that date and the date on which the Member ceased to be in the

employment of the Employer as a result of III-health.

Eligible Spouse means a person who, at the time contributions or Splittable

Contributions in respect of the person are made, received or allocated by the

Trustee (as the case may be), is the Spouse (as defined in Schedule 6) of a

person who is a Member.

Employee means a person who is in the employ of an Employer and who is

classified by that Employer as an Employee for the purposes of this Deed or the

Rules or comes within a category of Employees which is so classified and includes

a person in respect of whom an Employer has a Superannuation Charge obligation

and who is classified by that Employer as an Employee for the purposes of this

Deed or the Rules or comes within a category of Employees which is so classified.

Employer means the Principal Employer or any Associated Employer and in

respect of an Employee means the Employer in whose employ such Employee is

for the time being engaged.

Existing Fund means as the case may be any one or more of the following:

(a) the C.R.A. Staff Provident Fund; and

(b) the C.R.A. Staff Women's Provident Fund; and

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(c) the B.H.A.S. Staff Provident Fund; and

(d) the B.H.A.S. Women's Staff Provident Fund; and

(e) the N.B.H.C. Staff Provident Fund; and

(f) the Sulphide Staff Provident Fund; and

(g) any other superannuation fund or arrangement which the Principal

Employer may declare to be an Existing Fund for the purposes of this Deed

or the Rules.

Fee Rules has the meaning given to it in the SIS Act.

Fund means the Rio Tinto Staff Superannuation Fund established under this

Deed.

Fund Membership means in relation to a Member the most recent uninterrupted

period during which he has been a Member in the employ of one or more of the

Employers.

General Fee Rules has the meaning given to it in the SIS Act.

III-health means in relation to a Member other than a QAL Member, physical or

mental ill-health (not amounting to Total and Permanent Disablement) caused

through illness, infirmity or accident which, in the opinion of the Trustee after

consideration of medical evidence, any statement from the Employer and such

other matters as the Trustee thinks fit, renders the Member unable to perform:

(a) his normal duties for the Employer before he ceased normal active

employment with the Employer; and

(b) the duties of any other position with the Employer for which the Employer

considers him to be reasonably suited and which is offered to him by the

Employer,

such duties being as determined and advised to the Trustee by the Employer.

Insurer means any insurer or assurer with whom the Trustee effects a policy or

policies of insurance or assurance in accordance with Clause 26(3)(j).

Limited Member has the meaning given to it in Rule A.2 of Schedule 1.

Mandated Employer Contributions has the meaning given to it under

Superannuation Law.

Member means a person who has been accepted for membership of the Fund and

continues to be a Member of the Fund.

Minimum Account Balance means $5,000 or such other amount (if any) as is

determined by the Trustee from time to time (whether in relation to Members

generally or in relation to any particular Member or category of Members or in

relation to any particular purpose or purposes of the Fund).

Minimum Interest Rate Conditions means the conditions (if any) set by the

Principal Employer from time to time for the purposes of Schedule 6 and Rule B.7A

and B.8 and notified to the Trustee.

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Minimum Interest Rate Contributions means in relation to a Defined Benefit

Member or a former Defined Benefit Member (as the case may be) any capital sum

or additional contribution paid to the Fund in respect of the Member from the

Unitisation Date to 30 June 2010 under Rule B.7A or B.8 (in the case of a Defined

Benefit Member) or Schedule 6 (in the case of a former Defined Benefit Member)

where the capital sum or additional contribution (as the case may be) is paid to the

Fund via the Associated Employer's payroll system in accordance with the

Principal Employer's policy from time to time, being the policy notified to the

Trustee by the Principal Employer.

MySuper Interest means, in relation to a Member, the extent of the Member's

interest in the Fund that is attributable to a MySuper Product offered by the

Trustee.

MySuper Law means the Superannuation Law, Superannuation Requirements

and Prudential Standards with which or which, in the opinion of the Trustee, this

Deed, the Rules, the Trustee or the Fund must comply or satisfy (or with which or

which in the opinion of the Trustee, this Deed, the Rules, the Trustee or the Fund

should comply) in relation to a MySuper Product, a MySuper Member or a

MySuper Interest.

MySuper Member has the meaning given to it in the SIS Act and includes the

Members designated as such under clause 8A(2).

MySuper Product has the meaning given to it in the SIS Act.

MySuper Rules means the rules (if any) established by the Trustee under clause

8A(9).

Non-Unitised Deferred Account Member means a former Defined Benefit

Member who the Trustee determines from time to time to be a Non-Unitised

Deferred Account Member.

Normal Latest Contribution Date means in relation to a Member, the date of the

75th birthday of the Member or such later age as may be determined by the

Employer.

Normal Retirement Date means in relation to a Member the date on which he

attains the age of 65 years.

North Fund Pensioner has the meaning given to it in Rule E.2 of Schedule 5.

Operational Risk Reserve has the meaning given to it in clause 8(13).

Operational Rules means the rules (if any) prescribed by the Trustee under

Clause 2B, as amended and for the time being in force.

Participant means for the purposes of Clauses 6B and 26A, a Member including

(for the avoidance of any doubt):

(a) a Rio Tinto Deferred Account Member;

(b) a QAL Wages Deferred Account Member;

(c) a QAL Staff Deferred Account Member;

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(d) a Personal Member; and

(e) an Account Based Pensioner.

Personal Member has the meaning given to it in Rule F.2 of Schedule 6.

Prescribed Law means a law of a State or Territory prescribed for the purposes of

section 22B of the Acts Interpretation Act 1901.

Prescribed Period means the period determined by the Trustee from time to time

(whether in relation to Members generally or in relation to any particular Member or

category of Members or in relation to any particular purpose or purposes of the

Fund).

Preservation Age means in relation to a Member at any time, the age which

applies in respect of that Member at that time under Superannuation Law as the

age limit for the preservation of that Member's benefits.

Principal Employer means Rio Tinto Services Limited or any company

partnership organisation or association (whether incorporated or otherwise)

carrying on business in succession to it or in amalgamation with it which agrees to

assume the obligations of the Principal Employer under this Deed and the Rules.

Prudential Standards means the prudential standards made by the Australian

Prudential Regulatory Authority under the SIS Act.

QAL Assets means at any date the assets of the Fund, or (if the Trustee so

determines) the value of the assets of the Fund, which in the opinion of the Trustee

(having regard to the advice of the Actuary) represent the assets transferred to the

Fund from the QAL Funds as at the QAL Transfer Date as adjusted at the relevant

date to take account of contributions and transfers from other Approved Benefit

Arrangements received by the Fund, investment returns, tax expenses, benefit

payments and transfers to other Approved Benefit Arrangements and any other

income or outgoings or other adjustments which in the opinion of the Trustee

(having regard to the advice of the Actuary) relate to the QAL Members and the

Spouse Account Members of QAL Members.

QAL Employer means:

(a) the QAL Principal Employer; and

(b) any other Employer nominated by agreement of the QAL Principal

Employer, the Principal Employer and the Trustee.

QAL Equitable Share means in relation to a QAL Staff Fund Member as at any

date the amount determined by the Trustee, after obtaining the advice of the

Actuary, to be that person's equitable share of the QAL Assets as at that date.

QAL Funds means the QAL Wages Fund and the QAL Staff Fund.

QAL Member means a QAL Staff Fund Member and a QAL Wages Fund Member.

QAL Principal Employer means Queensland Alumina Limited (ACN 009 725 044)

or any company, partnership, organisation or association (whether incorporated or

otherwise) which is Queensland Alumina Limited's successor.

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QAL Staff Deferred Account Member has the meaning given to Deferred

Account Member in Rule D.2 of Schedule 4.

QAL Staff Fund means the Queensland Alumina Management Staff

Superannuation Fund which was established by a trust deed dated 5 March 1991

(as amended).

QAL Staff Fund DB Member has the meaning given to it in Rule D.2 of

Schedule 4.

QAL Staff Fund DC Member has the meaning given to it in Rule D.2 of

Schedule 4.

QAL Staff Fund Member means a Member referred to in Rule D.1(2) of

Schedule 4.

QAL Staff Fund Rules means the governing rules of the QAL Staff Fund in force

immediately prior to the QAL Transfer Date.

QAL Transfer Date means 1 January 2003.

QAL Wages Deferred Account Member has the meaning given to Deferred

Account Member in Rule 0.2 of Schedule 3.

QAL Wages Fund means the Queensland Alumina Wages Employees

Superannuation Fund which was established by a trust deed dated 4 March 1968

(as amended).

QAL Wages Fund DB Member has the meaning given to it in Rule 0.2 of

Schedule 3.

QAL Wages Fund DC Member has the meaning given to it in Rule 0.2 of

Schedule 3.

QAL Wages Fund Member means a Member referred to in Rule 0.1(2) of

Schedule 3.

QAL Wages Fund Rules means the governing rules of the QAL Wages Fund in

force immediately prior to the Transfer Date.

Regulator means the Australian Prudential Regulation Authority and/or the

Australian Securities and Investments Commission, as the context requires, and

includes any other statutory authority that replaces either of them or which

otherwise has powers under Superannuation Law to regulate the Fund.

Rio Tinto Accumulation Member has the meaning given to it in Rule A.2 of

Schedule 1.

Rio Tinto Deferred Account Member has the meaning given to Deferred Account

Member in Rule A.2 of Schedule 1.

Rules means the rules contained in a Schedule as amended from time to time in

accordance with the provisions of this Trust Deed.

Salary means in relation to a Member the annual remuneration at which the

Member is employed by the Employer or such other amount as the Employer shall

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notify to the Trustee in relation to a particular Member but except to the extent

approved from time to time by the Employer does not include overtime bonuses

commissions or allowances or other emoluments of a like nature or any amounts

which are paid to the Member by way of additional remuneration by an Employer

as a result of the exercise of any power or discretion which has the effect of

reducing or terminating the Member's contribution obligation or the Employer's

contribution or other obligation in relation to the Member under this Deed or the

Rules.

Secretary means the person company partnership or organisation (if any)

appointed from to time by the Trustee as Secretary to the Fund pursuant to Clause

25.

WS Act means the Superannuation Industry (Supervision) Act 1993 of the

Commonwealth of Australia and includes any regulations prescribed under it.

Splittable Contribution has the meaning given to it under Superannuation Law.

Spouse in relation to a person, means:

(a) another person who is legally married to the person (or in the case of a

deceased person was legally married to them at the time of their death);

(b) another person (whether of the same or a different sex) with whom the

person is in a relationship that is registered under a Prescribed Law as a

prescribed kind of relationship (or in the case of a deceased person was in

such a registered relationship at the time of the person's death); and

(c) another person who, although not legally married to the person, lives with

the person on a genuine domestic basis in a relationship as a couple for

the purposes of the SIS Act (or in the case of a deceased person was in

such a relationship at the time of the person's death).

Spouse Account Member has the meaning given to it in Rule F.2 of Schedule 6.

Superannuation Charge means a Superannuation Guarantee Charge imposed

pursuant to the Superannuation Guarantee Charge Act 1992 or any other charge,

levy or tax payable by an Employer in respect of a Member pursuant to a Federal

or State Law which imposes a charge, levy or tax upon Employers if the minimum

level of superannuation benefit (whether by way of minimum level of contributions

or otherwise) is not provided in respect of an Employee within the meaning of the

relevant legislation.

Superannuation Complaints Tribunal means the tribunal established by the

Superannuation (Resolution of Complaints) Act 1993 of the Commonwealth of

Australia.

Superannuation Law means Superannuation Requirements in any of:

(a) the SIS Act;

(b) the Superannuation Entities (Taxation) Act 1993;

(c) the Tax Act;

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(d) Corporations Act 2001;

(e) Family Law Act 1975;

any other present or future law of the Commonwealth of Australia or any

State or Territory of it which the Trustee determines to be a

Superannuation Law for the purposes of this Deed or the Rules;

(g) the Prudential Standards;

(h) regulations and statutory instruments made or issued under any Act

specified in paragraphs (a) to (f) (inclusive) and all other requirements,

whether legislative or otherwise, including (without limitation):

(i) any administrative guidelines, rulings or determinations made or

laid down by a Regulator; and

(ii) statements by the government of the Commonwealth of Australia

or any State or Territory (as the case may be) advising changes

and proposed changes to Superannuation Law; and

(i)

a statutory instrument which replaces any Act specified in paragraphs (a)

to (f) (inclusive) or regulation specified in paragraph (g), or has the same

effect, in whole or in part (whether or not passed or approved by the same

legislative or other relevant authority and whether or not incorporating or

adopting any law previously in force).

Superannuation Requirements means requirements with which or which the

Fund, this Deed, the Rules or the Trustee must comply or satisfy (or with which or

which, in the reasonable opinion of the Trustee, the Fund, this Deed, the Rules or

the Trustee ought comply or satisfy) in order to be a complying superannuation

fund or in order to secure or better secure any concession in respect of any tax or

other government impost granted or available to the Fund or in order to avoid what

the Trustee may consider to be a relevant penalty, detriment or disadvantage.

Superannuable Bonus means in relation to a Member such part of any

performance based bonus paid or payable to a Member which is notified by the

Employer to the Trustee from time to time as superannuable for the purposes of

this definition.

S B Percentage means in relation to a Member the percentage of the

Superannuable Bonus which is notified by the Employer to the Trustee from time to

time.

Tax Act means the Income Tax Assessment Act 1936 of the Commonwealth of

Australia.

Temporary Incapacity has the meaning given to it in the SIS Act.

Terminal Medical Condition has the meaning given to it in the SIS Act.

Total and Permanent Disablement means:

(a)

in relation to a Member who is an Employee, that Member having been

absent from the employ of the Employer as a result of 'permanent

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incapacity' (as that term is defined in the SIS Act) for six consecutive

months or for such shorter period as in the circumstances the Trustee

considers appropriate; or

(b) in relation to all other Members, the Member suffering 'permanent

incapacity' (as that term is defined in the SIS Act),

and Totally and Permanently Disabled shall have a corresponding meaning.

Transfer Date means 1 July 1993.

Transition to Retirement Pension (TRAP) has the meaning given to it in Rule G.2 of Schedule 7.

Transition to Retirement Pensioner has the meaning given to it in Rule G.2 of Schedule 7.

Trustee means Rio Tinto Staff Fund Pty Limited or the Trustee or Trustees for the time being of the Fund.

Unit means a part or share of an investment strategy created by the Trustee under Clause 6D.

Unit Class means a class of units referable to a particular investment strategy of

the Fund made available under Clause 26A.

Unitisation Date means 1 May 2006.

Unitised DC Benefits means in relation to a Defined Benefit Member, those

benefits (if any) of the Member which the Trustee determines from time to time to

be unitised defined contribution benefits for the purposes of this definition.

Unitised QAL DC Benefits means in relation to a QAL Wages Fund DB Member

or a QAL Staff Fund DB Member those benefits of the Member which the Trustee

determines from time to time to be unitised defined contribution benefits for the

purposes of this definition.

Unit Price means the applicable price of a Unit as determined by the Trustee under Clause 6D.

2. The Fund

The Fund shall comprise:

(a) Contributions made by Members pursuant to this Deed and the Rules;

(b) Contributions made by the Principal Employer and any Associated Employer

pursuant to this Deed and the Rules;

(c) Any other moneys and assets paid and transferred to the Trustee pursuant to this Deed and the Rules;

(d) The income arising from investments;

(e) Any accretions to or profits on realisation of investments; and

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(f)

Any other moneys assets policies of insurance or assurance or investments which

become subject to the trusts of this Deed and the Rules.

2A. Membership Divisions

The following Divisions are established under this Deed:

(a)

the Accumulation Division which has the following classifications:

(i) Employee, which comprises:

(A) Defined Contribution Members and Limited Members, and

Schedule 1 applies to them;

(B) QAL Wages Fund DC Members, and Schedule 3 applies to them;

(C) QAL Staff Fund DC Members, and Schedule 4 applies to them;

and

(ii) Personal, which comprises:

(A) Rio Tinto Deferred Account Members, and Schedule 1 applies to

them;

(B) QAL Wages Deferred Account Members, and Schedule 3 applies

to them;

(C) QAL Staff Deferred Account Members, and Schedule 4 applies to

them; and

(D) Personal Members, and Schedule 6 applies to them;

(b) the Defined Benefit Division, which comprises:

(i) Defined Benefit Members, and Schedule 2 applies to them;

(ii) QAL Wages Fund DB Members, and Schedule 3 applies to them;

(iii) QAL Staff Fund DB Members, and Schedule 4 applies to them;

(iv) North Fund Pensioners, and Schedule 5 applies to them; and

(v) Alcan DB Members, and Schedule 8 applies to them; and

(c) the Retirement Division under Schedule 7, which comprises:

(i) Account Based Pensioners; and

(ii) Transition to Retirement Pensioners.

Certain members of the Accumulation Division are also MySuper Members pursuant to

clause 8A.

2B. Operational Rules

(1) The Trustee may from time to time:

(a) prescribe, by instrument in writing, Rules to be known as Operational Rules

for the purposes of any one or more provisions, or matters covered by one

lrhm A0135845339v4 120578335 18.5.2016 Page 16


or more provisions, of this Deed or the Rules provided that the Operational

Rules are not inconsistent with this Deed, the Rules or Superannuation

Law; and

(b) amend or revoke the Operational Rules by instrument in writing.

(2) The Operational Rules may be made up of two or more separate documents, each

of which may have a different title.

(3) Despite any other provision of this Deed or the Rules, the Operational Rules may

deal with any provision, or matter covered by a provision, of this Deed or the Rules

even if another provision of this Deed or the Rules confers a specific power on the

Trustee to prescribe rules for the purposes of that provision or matter.

(4) Subject to Superannuation Law, any amendment or revocation of the Operational

Rules will come into force when the amending or revoking instrument in writing is

executed or approved (as the case may be) and will take effect as from that date or

as from such earlier or later date as may be specified for that purpose in the instrument in writing.

3. Admission of Members

(1) Subject to Clause 3(1A), any Employee who is not a Member of an Existing Fund

and any other Employee who is invited by the Employer shall be eligible to become

a Defined Contribution Member and shall make application in such form and within

such time as the Trustee may from time to time require PROVIDED THAT an Employee eligible for membership as a Defined Contribution Member may with the

approval of the Principal Employer be admitted as a Defined Benefit Member on

such terms as the Principal Employer and the Trustee may agree.

(1A) An Employee who is invited by the Employer to be admitted as an Alcan DB

Member shall be eligible to become an Alcan DB Member on such terms as the

Employer and the Trustee may agree and shall make application in such form and

within such time as the Trustee may from time to time require.

(2) An Employee who makes an application shall become a Member upon acceptance

of his application by the Trustee and for the purposes of this Deed and the Rules

his Fund Membership shall commence on the date of acceptance of his application

or such earlier date as shall be approved by the Trustee.

(3) Notwithstanding anything expressed or implied to the contrary in this Deed or the Rules:

(a) The Employer may at any time declare in respect of any Member that

some additional period shall count as Fund Membership for the purposes

of all or any part of this Deed and the Rules;

(b) If the Salary of a Member is reduced at any time the Employer and the

Member may agree that his Salary before such reduction shall continue to

be his Salary for the purposes of this Deed and the Rules;

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(c) In lieu of determining the Salary of a Member as provided in Clause 1(7) or

as provided in Clause 3(3)(b) the Employer and the Member may agree

that his Salary shall be such other amount or be determined in such other

manner as shall be agreed to by the Employer and the Member;

(d) The Employer may at any time with the approval of the Trustee declare in

respect of any person eligible for membership or any Member or group of

Members who was or were admitted to membership as the consequence of

the acquisition of a business undertaking on terms and conditions as to the

superannuation benefits to be provided in respect of the Member or

Members from the Fund that such benefits as determined by the Employer

and notified to the Trustee and where appropriate consistent with such

terms and conditions shall become payable to or in respect of such person

or Member or Members from the Fund PROVIDED THAT the Trustee is

satisfied that:

(i) the provision of such benefits shall not materially prejudice the

ability of the Fund to provide the benefits to or in respect of

Members as specified in the Deed and the Rules; or

(ii) the Employer has entered into an arrangement with the Trustee to

contribute sufficient moneys to meet the cost to the Fund of

providing the benefits as aforesaid,

and any declaration or agreement made pursuant to this Clause 3(3) shall

be taken into account in determining the contributions payable to the Fund

by Employers under Clauses 5(5) and 5(6).

(e) The Principal Employer may with the approval of the Trustee determine

that an Employee shall be deemed to become a Member on such date as

is determined by the Principal Employer and notified to the Trustee but any

such Employee shall not be required to contribute to the Fund without his

or her consent in writing.

(4) The Principal Employer may direct the Trustee to refuse to admit to the Fund or to

admit to the Fund subject to such special conditions as the Principal Employer

considers appropriate any person who has applied to become a Member and who

is unable to submit evidence of health of such standard or to pass such medical

examinations as the Trustee or the Principal Employer may prescribe or to submit

proof to the satisfaction of the Trustee of any statement in his application and if

after an application by a person to become a Member has been accepted any

statement made or evidence submitted to the Trustee pursuant to this Clause 3(4)

in respect of that application is found to contain any misstatement error mistake or

omission the Trustee shall at the direction of the Principal Employer make such

adjustments as the Principal Employer considers appropriate to the benefits to be

provided by the Fund for or in respect of that Member and/or the contributions paid

to the Fund by that Member PROVIDED THAT the Trustee is not obliged to act in

accordance with any direction by the Principal Employer if after having obtained

the advice of the Actuary the Trustee is of the opinion that to so act would

lrhm A0135845339v4 120578335 18.5.2016 Page 18


materially affect the ability of the Fund to provide benefits as specified in this Deed

and the Rules unless the Principal Employer enters into an agreement with the

Trustee to provide additional contributions to cover the cost to the Trustee

complying with any such direction.

(5)

For the purposes of effecting increasing or otherwise varying any policy of

insurance or assurance as provided in Clause 26(3)(j) the Trustee may from time to

time require any Member or any person who has applied to become a Member to

be medically examined or to submit other evidence of health or to provide proof of

age to the satisfaction of the Insurer or to take such other steps as may be required

for the aforesaid purposes. If any Member or any person who has applied to

become a Member refuses to undergo such medical examination or to undertake

any other step which may be required for the aforesaid purposes or if he does omit

to do anything that would or might vitiate the policy or result in the policy moneys or

any part thereof not becoming payable the Trustee may adjust the benefits to be

provided by the Fund for or in respect of that Member or person in such manner as

the Trustee considers appropriate.

(6)

Every person being or becoming a Member shall ipso facto be deemed to have

approved of and to be bound by this Deed and the Rules.

(7)

The Trustee shall ensure that each Member and, where applicable, a person

entitled to receive a benefit from the Fund is advised of such matters, in such form

and at such times as shall be necessary in order to comply with any applicable

requirement under Superannuation Law regarding the provision of information and

advice, including without limitation any applicable requirements regarding advice

as to:

(a) kinds of benefits, conditions relating to benefits and the amount and

method of calculating benefits;

(b) amendments of this Deed and the Rules; and

(c) the formal reports of the Auditor and, where applicable, the Actuary.

(8) Except as is otherwise expressly provided in this Deed or the Rules, any Employee

who becomes a Member shall remain a Member for so long as he remains in the employ of an Employer.

(9)

If a person who, having previously left the employ of the Employer, rejoins the

employ of the Employer, then:

(a) except to the extent which the Trustee considers appropriate in order to

satisfy any applicable requirement of Superannuation Law; and

(b) in any case, subject to such special terms and conditions, if any, as may be

determined by the Employer either generally or in any particular case;

during and in respect of the period after the date he or she rejoins the employ of

the Employer that person shall for all intents and purposes under this Deed and the

Rules be treated as if he or she had never previously been an Employee of the

Employer or a Member of the Fund PROVIDED THAT, if that person has

lrhm A01 35845339v4 120578335 18.5.2016 Page 19


previously been a Member of the Fund and remains entitled to a deferred,

preserved or other continuing benefit secured under this Deed and the Rules in

respect of a previous period of membership of the Fund, then, subject to 3(9)(a)

and to any contrary agreement between the Trustee, that person and the

Employer, that person's rights and interests in respect of any such continuing

benefit, and the conditions upon which that benefit is secured, shall remain

unaffected.

3A. Member Fund Choice

(1) This Clause 3A applies where a Member who is an Employee selects a chosen

fund other than the Fund in accordance with rights conferred on the Member by the

Superannuation Guarantee (Administration) Act 1992. This Clause 3A does not

apply to, or in respect of, any:

(a) Defined Benefit Member in respect of that membership;

(b) QAL Wages Fund DB Member in respect of that membership;

(c) QAL Staff Fund DB Member in respect of that membership;

(d) Rio Tinto Deferred Account Member;

(e) QAL Wages Deferred Account Member;

(f) QAL Staff Deferred Account Member;

(9) Personal Member;

(h) Account Based Pensioner; or

(i) Alcan DB Member in respect of that membership.

(2) This Clause 3A applies despite anything to the contrary in this Deed or the Rules,

but is subject to Superannuation Law.

(3) Unless otherwise agreed by the Trustee and the Principal Employer (whether in

relation to Members generally or in relation to any particular Member or category of

Members), the following provisions apply in respect of the Member from the date

agreed by the Trustee and the Employer having regard to the requirements of the

choice of fund provisions of the Superannuation Guarantee (Administration) Act

1992 (whether in relation to Members generally or in relation to any particular

Member or category of Members):

(a) the Member's Accumulation Account Balance (within the meaning of the

Schedule applicable to the Member) (referred to in this Clause 3A as the

Member's benefits) will be dealt with by the Trustee as follows:

if the Member's benefits (after deduction of any applicable fees,

costs, expenses and taxes) are not less than the Minimum Account

Balance:

(A) in the case of a Defined Contribution Member and a

Limited Member — the Member's benefits will be deferred

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benefits governed by Rule All of Schedule 1, and the

Member will be a Rio Tinto Deferred Account Member,

from the agreed date;

(B) in the case of a QAL Wages Fund DC Member — the

Member's benefits will be deferred benefits governed by

Rule C.16 of Schedule 3, and the Member will be a QAL

Wages Deferred Account Member from the agreed date; and

(C) in the case of a QAL Staff Fund DC Member — the

Member's benefits will be deferred benefits governed by

Rule D.16 of Schedule 4, and the Member will be a QAL

Staff Deferred Account Member from the agreed date; and

(ii) if the Member's benefits (after deduction of any applicable fees,

costs, expenses and taxes) are less than the Minimum Account

Balance — the Member's benefits will be dealt with by whichever of

the following options is selected by the Member:

(A) the Member's benefits will be transferred or rolled over to

an Approved Benefit Arrangement nominated by the

Member; or

(B) the Member's benefits will be paid to or at the direction of

the Member in a cash lump sum payment.

Upon the request of the Member, the Trustee may agree to deal with the

Member's benefits partly by one option specified above and partly by the

other option specified above.

If no valid election is made by the Member within the Prescribed Period the

Member's benefits will be transferred or rolled over to an Approved Benefit

Arrangement selected by the Trustee.

(b) the Employer will not be required to make any contributions to the Fund in

respect of the Member; and

(c) any other terms and conditions agreed by the Trustee and the Principal

Employer from time to time in relation to the consequences of selecting a

chosen fund other than the Fund as contemplated by Clause 3A(1)

(whether in relation to Members generally or in relation to any particular

Member or category of Members).

(4) Where a Member who has previously selected a chosen fund as contemplated by

Clause 3A(1) subsequently selects the Fund as his or her chosen fund, the terms

and conditions applicable to the Member's membership will be as agreed by the

Trustee and the Principal Employer from time to time (whether in relation to

Members generally or in relation to any particular Member or category of Members).

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4. Election

(1) A Member who was a Defined Benefit Member on the Transfer Date may on or

before the Election Date elect in a form approved by the Trustee to become a

Defined Contribution Member as on and from the Transfer Date.

(2) A Defined Benefit Member or an Alcan DB Member who has not made or who was

not eligible to make an election under Clause 4(1) may with the approval of the

Principal Employer elect in a form approved by the Trustee to become a Defined

Contribution Member with effect as on and from a date determined by the Trustee

with the approval of the Principal Employer.

(3) A Defined Benefit Member or an Alcan DB Member who elects to become a

Defined Contribution Member under Clause 4(1) or 4(2) shall cease to be entitled

to benefits applicable in relation to Defined Benefit Members or Alcan DB Members

(as the case may be).

(4) An election made under Clause 4(1) or 4(2) is irrevocable.

5. Contributions

(1) Subject to Clauses 3(4), 5(2) and 5(3), each Member will or may (as the case may

be) contribute to the Fund:

(a) in the case of a Rio Tinto Accumulation Member as specified in

Schedule 1;

(b) in the case of a Defined Benefit Member — as specified in Schedule 2;

(c) in the case of a QAL Wages Fund Member — as specified in Schedule 3;

(d) in the case of a QAL Staff Fund Member — as specified in Schedule 4;

(e) in the case of a Personal Member — in accordance with Schedule 6; and

(f) in the case of an Alcan DB Member — as specified in Schedule 8.

(2) Subject to Superannuation Law, any contribution which a Member is required to

pay under Clause 5(1) or 3(4) shall be deducted for him from his Salary by the

Employer when each payment of Salary is made and shall be paid into the Fund on

his behalf PROVIDED THAT no contribution shall be payable by a Member:

(a) after the date on which a benefit becomes payable from the Fund to or in

respect of him; or

(b) after the Member's Normal Latest Contribution Date.

(3)

The Employer may by notice in writing require the Trustee to admit a Member or

group of Members to a special category of membership. A Member who has been

admitted to the special category of membership shall contribute to the Fund at

such rate (if any) as the Employer may from time to time determine and notify to

the Trustee, but for the purposes of this Deed and the Rules the contribution which

would have been paid by the Member had he or she not been admitted to

membership of the special category shall be deemed to have been paid for the

lrhm A0135845339v4 120578335 18.5.2016 Page 22


purpose of calculating any benefit payable pursuant to this Deed and the Rules the

amount of which depends on the amount of contributions paid to the Fund by the

Member and any reduction in the contributions payable to the Fund by the Member

as a result of the Member being admitted to the special category of membership

shall be taken into account in determining the contribution payable to the Fund by

the Employer pursuant to Clause 5(5) and 5(6).

(4) Each Employer shall remit to the Trustee or at the direction of the Trustee to a

bank account of the Fund the contributions deducted by it from Salaries pursuant

to this Clause within a period of seven days after the end of the month in which the

deductions are made or within such longer period (not exceeding in any event 28

days after the end of the aforesaid month) as shall be agreed with the Trustee from

time to time.

(5)

For the purpose of commencing the Fund and at intervals of not more than three

years after the Commencing Date as required by the Principal Employer or by the

Trustee the Actuary shall advise the Trustee of the amounts or rates of contribution

required from each Employer to ensure the stability of the Fund and to secure the

rights of Members. For this purpose, in the case of the QAL Employers the

Actuary shall advise the Trustee of the amounts or rates of contribution required by

each QAL Employer in respect of its QAL Members, and the Spouse Account

Members of QAL Members, having regard to the value of the QAL Assets as at the

relevant time, the accrued benefits and projected future benefits of QAL Members.

(6) Each Employer shall contribute to the Fund in respect of its Members:

(a) such amounts or rates of contribution (if any) as were last advised to the

Trustee by the Actuary under Clause 5(5); or

(b) such other amounts or rates of contribution as may be agreed to by the

Employer, the Trustee, the Actuary and (in the case of a QAL Employer)

the QAL Principal Employer and the Principal Employer.

(7)

The contributions payable by an Employer under Clause 5(6) shall be payable by

monthly instalments which shall be payable on the last day of each month or on

such other day not exceeding 28 days after the end of such month as shall be

agreed to by the Employer and the Trustee or shall be payable in such other

manner as shall be agreed to by the Employer and the Trustee and if any

instalment or payment is not received by the Fund on the due date the Trustee

may at any time afterwards determine that while the instalment or payment remains

unpaid no benefit shall be paid from the Fund to or in respect of any Member

employed by that Employer or any Member formerly employed by that Employer

and not subsequently employed by any other Employer (other than a benefit

payable in respect of the death of a Member) and if any instalment or payment

remains unpaid thirty days after the due date the provisions of Clause 13 shall

apply as if that Employer had decided to suspend all its contributions to the Fund in

respect of all Members employed or formerly employed by it and the Trustee had

received notice in writing of that decision from the Employer.

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(8)

In addition to the contributions payable by it pursuant to the foregoing provisions of

this Clause an Employer may at any time contribute additional amounts to the

Fund for the purpose of providing additional benefits for any particular Member or

Members and any such Member on ceasing to be in the employ of the Employer

for any reason (including but not limited to the death of the Member) shall be

entitled to have paid from the Fund to or in respect of him such additional benefits

as the Trustee after obtaining the advice of the Actuary shall determine and notify

to the Employer at the time the Employer agrees to contribute additional amounts

as aforesaid.

(9)

Subject to Superannuation Law, the Trustee may:

(a) accept into the Fund in respect of a Member any co-contribution or similar

payment, and may credit or treat any such co-contribution or similar

payment as a contribution by the Member;

(b) may pay to the Australian Taxation Office or other proper authority an

amount determined by the Trustee in respect of any co-contribution or

similar payment which has been received into the Fund in respect of a

Member and which the Australian Taxation Office or other proper authority

considers has been paid incorrectly and the Trustee may adjust the

Member's account in the Fund, or the benefits payable to or in respect of

the Member, on such basis as the Trustee determines, having regard to

the amount which the Trustee has paid to the Australian Taxation Office or

other proper authority under this Clause 5(9); and

(c) refuse to accept any co-contribution or similar payment in such

circumstances as the Trustee may from time to time determine.

(10) (a) Subject to Superannuation Law and Clause 5(10)(b), upon the election of a

Member the Trustee may:

(i) allot within the Fund; and/or

(ii) rollover or transfer to the Fund or from the Fund (as the case may

be),

an amount of benefits, for the benefit of the Member's Spouse, that is

equal to a nominated amount of the Splittable Contributions made by, for or

on behalf of the Member.

(b) Despite Clause 5(10)(a), a Member may only elect to split contributions

under Clause 5(10)(a) to the extent that the Member's benefits under the

Fund will equal or exceed the Minimum Account Balance following the

contribution split and the adjustment to the Member's benefits under

Clause 5(10)(c), unless the Trustee determines otherwise (whether in

relation to Members generally or in relation to any particular Member or

category of Members).

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(c) Where a Member has elected to split contributions in accordance with

Clause 5(10)(a), the Trustee will reduce the benefits payable to or in

respect of the Member to take account of the amount of benefits allotted

within the Fund, or rolled over or transferred (as the case may be), for the

benefit of the Member's Spouse under Clause 5(10)(a).

(d) Where a nominated amount of Splittable Contributions are allotted within

the Fund, or are rolled over or transferred to the Fund, to be held for a

Member's Spouse under Clause 5(10)(a), the Trustee will:

(i)

in the case of a Spouse who is also a Member and has one or

more accumulation accounts in the Fund — credit the nominated

amount of Splittable Contributions to the Spouse's account in the

Fund or where the Spouse has more than one account in the Fund

the Trustee may credit the nominated amount to any one or more

of the Spouse's accounts; or

in the case of any other Spouse — credit the nominated amount of

Splittable Contributions to an account to be established in the Fund

for the Spouse under Schedule 6, and the Spouse will be a

Personal Member.

(e) The Trustee may in respect of a Member accept into the Fund a rollover or

transfer from an Approved Benefit Arrangement of an amount of benefits

comprising Splittable Contributions made by, for or on behalf of the

Member's Spouse and directed to the Fund by the Member's Spouse.

Such benefits will be held by the Trustee for, or in respect of, the Member

on such terms and conditions as the Trustee may determine from time to

time (whether in relation to Members generally or in relation to any

particular Member or category of Members).

(11) Notwithstanding anything expressed or implied to the contrary in this Deed or the

Rules, the Trustee shall refuse to accept all or part of any contributions from any

particular person or persons if it considers that to do so is necessary in order to

ensure compliance with any applicable requirement under Superannuation Law.

Subject to this Deed and the Rules, after such refusal the Trustee may adjust all or

any of the benefits payable or to be provided from the Fund for or in respect of any

person whom the Trustee considers to be affected by such refusal in such manner

and to such extent as the Trustee considers appropriate and equitable and the

adjusted benefits shall be substituted for the benefits otherwise provided for under

this Deed and the Rules.

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6. Benefits

(1) Benefit Entitlements

Subject to the provisions of this Deed and the Rules, benefits as follows shall be

payable out of the Fund:

(a)

in the case of Rio Tinto Accumulation Members — the benefits described in

Schedule 1;

(b) in the case of Defined Benefit Members - the benefits described in

Schedule 2;

(c) in the case of QAL Wages Fund Members - the benefits described in

Schedule 3;

(d) in the case of QAL Staff Fund Members - the benefits described in

Schedule 4;

(e) in the case of North Fund Pensioners — the benefits described in

Schedule 5;

(f)

in the case of Personal Members — the benefits described in Schedule 6;

(g)

in the case of Account Based Pensioners and Transition to Retirement

Pensioners — the benefits described in Schedule 7; and

(h) in the case of Alcan DB Members — the benefits described in Schedule 8.

Notwithstanding anything expressed or implied to the contrary in this Deed or the

Rules, the Trustee's obligations and liabilities to pay benefits to, or in respect of,

the QAL Members and the Eligible Spouses of QAL Members is limited to the QAL

Assets.

(1A) Account Based Pension Benefits

(a) Upon request, the Trustee may transfer all or part of an immediate benefit

payable to a Member under Schedule 1, Schedule 2, Schedule 3,

Schedule 4, Schedule 5 or Schedule 6 or an immediate benefit payable to

a Dependant of a Member to an Account Based Pension Account (within

the meaning of Rule G.2) provided that the eligibility conditions set out in

Clause 6(1A)(b) are satisfied.

(b) Unless otherwise determined by the Trustee, the eligibility conditions

referred to in Clause 6(1A)(a) are:

(i)

the Trustee is satisfied that the person has retired within the

meaning of Superannuation Law or is otherwise eligible to receive

an Account Based Pension under Superannuation Law;

(ii) the minimum benefit that must be transferred to an Account Based

Pension Account is the Minimum Account Balance;

(iii) no part of the benefit that is to be transferred to an Account Based

Pension Account may be a preserved benefit within the meaning of

Superannuation Law; and

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(iv) such other conditions as may be determined by the Trustee from

time to time.

These eligibility conditions do not apply to the provision of Transition to

Retirement Pensions, which are governed by Rule G.6 of Schedule 7.

(c) The Trustee may agree to a request made under Clause 6(1A)(a) on such

terms and conditions as the Trustee may determine.

(d) Upon transfer of an amount to an Account Based Pension Account the

Member, the Dependant and any person claiming through or under the

Member or the Dependant, will only be entitled to benefits under Schedule

7 and will cease to be entitled to benefit under any other Schedule, or

provision of this Deed and the Rules (as the case may be), in respect of

the amount transferred.

(1B) Transition to Retirement Pensions (TRAPs)

Transition to Retirement Pensions will be payable out of the Fund in accordance

with Schedule 7.

(2) Pension in Exchange for a Lump Sum Benefit

(a) A Member who is entitled to receive a lump sum benefit under Schedule 1,

Schedule 2, Schedule 3 or Schedule 4 may apply to the Trustee to

exchange all or any part of such lump sum benefit for a pension benefit

payable to such persons as the Trustee shall approve and if such

application is approved the Trustee shall as directed by the Principal

Employer (or in the absence of any such direction at its discretion) either:

(i) pay such pension benefit direct from the Fund the amount of which

and the terms and conditions of which shall be determined by the

Trustee after obtaining the advice of the Actuary; or

(ii) arrange for the provision of such pension benefit by applying the

aforesaid lump sum benefit in purchasing from an Insurer or from

such other organisation as the Trustee shall decide an annuity

policy or contract providing for payment of an annuity on such

terms and conditions as are approved by the Trustee and after

application of the lump sum benefit or part of it as aforesaid neither

the Member nor any person claiming through or under the Member

shall have any further claim on the Fund or the Trustee or any

Employer in respect of the amount so applied PROVIDED THAT

no such pension or annuity shall be provided if in the opinion of the

Trustee so to do would cause the Fund to breach or fail to comply

with any applicable requirement of Superannuation Law regarding

the provision of pensions and annuities from a complying

superannuation fund.

lrhm A0135845339v4 120578335 18.5.2016 Page 27


(b) If in accordance with the terms and conditions applicable to any such

pension benefit payable from the Fund under Clause 6(2)(a)(i) an amount

is payable after the death of the Member such amount shall be payable by

the Trustee to the Dependants of the Member or to the legal personal

representatives of the Member or to another person in accordance with

Clause 6(3) or 6(3A) (as the case may be) unless the terms and conditions

on which such benefit was granted or was payable otherwise provide.

(3) Death Benefits

Subject to Clause 6(3A), benefits payable upon the death of a Member will be

payable by the Trustee to or for the benefit of such one or more of:

(a) the Member's Dependants; and

(b) the Member's legal personal representatives; or

(c) if applicable, any other person but only on the terms and in the

circumstances permitted under Superannuation Law,

to the exclusion of the other or others of them in such shares and proportions

between them and in such form, manner and subject to such terms and conditions

as the Trustee determines from time to time.

(3A) Binding Nominations

(a)

This Clause 6(3A) applies to, and in respect of, each QAL Member and

their benefits.

(b) In addition, the Trustee may determine the extent to which, and the

Members and benefits in relation to which (other than QAL Members and

their benefits), Binding Nominations may (if at all) be given to the Trustee

for the purposes of the Fund under this Clause 6(3A).

(c) A Member who is eligible may:

(i) give the Trustee a Binding Nomination at any time; or

(ii) at any time revoke or replace a Binding Nomination,

subject to any restrictions or conditions determined by the Trustee having

regard to Superannuation Law.

(d) A Binding Nomination will cease to be binding if:

(i) the Member revokes the Binding Nomination or gives the Trustee a

new Binding Nomination; or

(ii) under Superannuation Law the Binding Nomination ceases to be

binding.

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(e) If all Superannuation Law requirements have been satisfied, the Trustee

must pay any benefits payable on death in respect of a Member in

accordance with the Member's Binding Nomination notwithstanding any

other provision of this Deed or the Rules which confers a discretion on the

Trustee as to the payment of death benefits and to that extent this Clause

6(3A) overrides any such provision.

(f)

To the extent that the benefits of a Member (other than a QAL Member)

are not able to be distributed under Clause 6(3A)(e) for any reason but

subject to Clause 6(3A)(h), the Trustee shall pay or apply the benefits in

accordance with Clause 6(3).

(g)

To the extent that the benefits of a QAL Member are not able to be

distributed under Clause 6(3A)(e) for any reason but subject to

Clause 6(3A)(h), the Trustee shall pay or apply the benefits to or for the

benefit of:

(i) such one or more of the QAL Member's Dependants and the QAL

Member's legal personal representative, to the exclusion of the

other or others of them, and in such form, manner, proportions,

and subject to such conditions, as the Trustee may determine; or

(ii) where the Trustee after making reasonable enquiries is unable to

identify any Dependants or legal personal representative of a

deceased QAL Member, any person or persons who in the

Trustee's opinion has or have a fair claim to the benefit.

(h) Subject to Superannuation Law:

(i)

if a beneficiary (other than a beneficiary of a QAL Member) dies

before the whole of the benefit which is payable to that beneficiary

has been paid, the amount of the unpaid benefit shall be paid or

applied in accordance with Clause 6(3) as if the beneficiary was a

Member at the time of death; and

(ii) if a beneficiary of a QAL Member dies before the whole of the

benefit which is payable to that beneficiary has been paid, the

amount of the unpaid benefit shall be paid or applied in accordance

with Clause 6(3A)(g) as if the beneficiary was a QAL Member at

the time of death.

(i)

In this Clause 6(3A) QAL Member means:

(i) a QAL Member within the meaning of Clause 1(7); and

(ii) any Spouse Account Member of a QAL Member who for the time

being is admitted to Schedule 6.

(i)

Each binding nomination (within the meaning of the QAL Wages Fund

Rules or the QAL Staff Fund Rules (as the case may be)) given by a QAL

Member under Rule 1.30.2 of the QAL Wages Fund Rules or the QAL Staff

Fund Rules (as the case may be) and in force as at the QAL Transfer Date,

lrhm A0135845339v4 120578335 18.5.2016 Page 29


is a Binding Nomination for the purposes of this Clause, and is taken to be

a notice given to the Trustee by the relevant QAL Member.

(3B) Payment of Personal Member& Death Benefits

Benefits payable upon the death of a Personal Member will be payable by the

Trustee in accordance with Schedule 6.

(3C) Payment of Account Based Pensioners and TRAP Pensioner& Death

Benefits

Benefits payable upon the death of an Account Based Pensioner or a Transition to

Retirement Pensioner will be payable by the Trustee in accordance with

Schedule 7.

(4) [Clause 6(4) deleted]

(5) Taxation and Surcharge Referable to Members and Beneficiaries

(a) Where appropriate, the Trustee shall, notwithstanding any provision of this

Deed or the Rules but subject to Superannuation Law, reduce the benefits

(including, without limitation, any pension benefits) payable from the Fund

to or in respect of a Member to take account of any surcharge, tax, charge

or impost (however described) and any advance instalment and associated

amounts which have been or which in the opinion of the Trustee may be

assessed against the Fund in respect of the Member, or in connection with

a contribution made or deemed to be made in respect of a Member, from

time to time, and in respect of which no adjustment has been made under

other provisions of this Deed or the Rules. Where applicable, such

reduction shall be made in accordance with Clause 6(5)(b).

(b) Where this Clause applies, the Trustee shall reduce the benefits in respect

of a Member by such amount, at such times, in such manner, by such

arrangements and otherwise as the Trustee considers fair and equitable

(having regard to the advice of the Actuary) to take account of:

(i) the amount of any surcharge, tax, charge or impost (however

described) and any advance instalment and associated amounts

which have been or which in the opinion of the Trustee may be

assessed against the Fund in respect of the Member, or in

connection with a contribution made or deemed to be made in

respect of the Member, from time to time; and

(ii) the amount which in the opinion of the Trustee (having regard to

the advice of the Actuary) would have accrued in the Fund if the

surcharge, tax, charge or impost (as the case may be) and

advance instalment and associated amounts referred to in Clause

6(5)(b)(i) had not been paid to the Commissioner of Taxation or

other relevant authority (as the case may be) under the applicable

legislation,

Irhm A0135845339v4 120578335 18.5.2016 Page 30


PROVIDED THAT no reduction shall be made to benefits which have in

the opinion of the Actuary accrued in respect of a Member up to 8

December 1997 PROVIDED FURTHER THAT where the Trustee receives

a refund of an advance instalment or associated amounts from the

Commissioner of Taxation or other relevant authority (as the case may be)

which has been taken into account under Clauses 6(5)(b)(i) for the purpose

of reducing the Member's benefits the Trustee shall increase the benefits

accruing under or payable from the Fund in respect of that Member having

regard to the amount of that refund and the amount of the previous

reduction to the Member's benefits.

Where a pension is payable to or in respect of a Member the pension

which is payable is the amount of the pension reduced by such amount as

is determined by the Trustee having regard to the amounts (if any) referred

to in Clauses 6(5)(b)(i) and 6(5)(b)(ii) and to the proviso and to the advice

of the Actuary.

(c) The Trustee:

(i) may make any payment on account of surcharge, tax, charge,

impost or advance instalment or any associated payment which

has been or which in the opinion of the Trustee may be assessed

against the Fund in respect of a Member, or in connection with a

contribution made or deemed to be made in respect of a Member,

at such times, in such manner, by such arrangements and

otherwise as may be required by the applicable legislation;

(ii) shall have power to remit the amount deducted or such other

amount as the Trustee thinks fit to the Commissioner of Taxation

or other relevant authority (as the case may be) in accordance with

the requirements of the applicable legislation; and

(iii) shall have power to debit any account in the books of the Fund

with such amount as the Trustee thinks fit in respect of any

payment, or reduction of benefits, made under this Clause 6(5),

and to make such other adjustments and provisions as the Trustee

may consider appropriate.

(6) Commutation of Pensions

Subject to Clause 8(2), the Trustee may, with the approval of the Principal

Employer (which approval may be given generally or in a particular case), at the

request of the person entitled to receive a commutable pension payable from the

Fund, commute the pension (including any reversionary pension payable on the

death of the person) for a lump sum payment to the person entitled to the pension.

The lump sum payment shall be an amount determined by the Trustee after having

obtained the advice of the Actuary and considering such evidence as to the health

of the person requesting commutation as the Trustee may require.

lrhm A0135845339v4 120578335 18.5.2016 Page 31

Consolidated Trust Deed Allens ><Linklaters

(7)

Pension Adjustment — CPI

(a) Subject to Clause 6(7)(b), in respect of a lifetime pension which

commenced prior to 1 July 2001 with effect from 1 July in each year, the

Trustee shall increase each lifetime pension payable from the Fund on 30

June in that year by the lesser of 5% per annum and the ratio of any

increase in the CPI Number published in respect of the calendar quarter

ending 30 June in that year over the CPI Number published in respect of

the calendar quarter ending 30 June in the previous year.

(b) Where a lifetime pension has been adjusted to reflect any increase in the

Consumer Price Index in the year ending 30 June 2001, on a basis other

than that set out in Clause 6(7)(a), that lifetime pension shall be further

adjusted as determined by the Actuary so as to ensure the pension

payable in respect of the period after 30 June 2001 is as near as

practicable equal to the pension that would have been payable had the

pension payable been increased in the manner set out in Clause 6(7)(a).

(c) The 5% per annum cap on pension increases under Clause 6(7)(a) will not

apply to persons entitled to lifetime pensions under Schedule 5.

(d) From 1 July 2001, this provision overrides any other provision in the Trust

Deed and Rules dealing with increases in lifetime pensions.

For the purposes of this Clause 6(7), CPI Number is the number published by the

Australian Statistician as representing the Consumer Price Index (all groups 8

Capital Cities) or if such Index ceases to be published such other index

representing general price increases in Australia as the Trustee shall determine.

(8) Early Release of Benefits

Subject to Superannuation Law, in the case of:

(a) the severe financial hardship (within the meaning of Superannuation Law)

of a Member;

(b) compassionate grounds (within the meaning of Superannuation Law)

arising in respect of a Member for the purposes of Superannuation Law; or

(c) any other circumstances considered exceptional by the Trustee in relation

to a Member,

the Trustee will have power (but will not be obliged) to pay to or in respect of the

Member all or part of the amount which the Trustee determines represents the

Member's interest in the Fund at the time of making the determination and such

amount may be provided in such form and by way of such arrangements and

conditions as the Trustee thinks fit.

lrhm A0135845339v4 120578335 18.5.2016 Page 32


(9)

Access to Benefits while in Employment

(a) In the circumstances and to the extent permitted by Superannuation Law,

in addition to the circumstances in which benefits are payable to a person

under this Deed and the Rules, the Trustee may upon request pay to a

Member all or part of the Member's benefits. This Clause 6(9) applies

even if the Member will continue in the employment of the Employer after

the request is dealt with by the Trustee.

(b) Benefits payable under this Clause 6(9) shall be paid on such terms and

conditions (which may include the terms and conditions of any fees to be

paid under this Clause 6(9)) as may be determined by the Trustee from

time to time.

(c) Subject to Superannuation Law, the Trustee shall debit the Member's

accounts in the Fund with any amount paid under this Clause 6(9)

(together with any fee) or otherwise adjust the remaining benefits (if any)

payable to or in respect of the Member in such manner as the Trustee

thinks fit to take account of the amount paid under Clause 6(9)(a).

(10) Insured Benefits

Notwithstanding any other provision of this Deed or the Rules, where the Trustee

has entered into an insurance arrangement with an Insurer to provide part or all of

any benefit provided for under this Deed or the Rules in respect of a Member:

(a) the payment (or otherwise) of the relevant part of that benefit will be

determined solely by the terms of the applicable policy of insurance; and

(b) the amount payable in respect of the relevant part of the benefit will be

limited to the amount actually received by the Trustee in respect of the

policy of insurance,

including where, for the avoidance of doubt, the relevant Member was denied

cover as an insured Member under the applicable policy of insurance for any

reason.

6A. Application of Interest/Declared Earning Rates and Unit Pricing

Provisions

(1) Clauses 6B and 6C (relating to interest rates and the Declared Earning Rate) and

6D (relating to unitisation) together govern the allocation of the investment

earnings of the Fund.

(2) With effect from the Unitisation Date and unless and until otherwise determined by

the Trustee or the provisions of this Deed or the Rules provide otherwise, the

Trustee intends that:

(a) Clauses 6B and 6C will apply for the purpose of allocating the investment

earnings of the Fund to or in respect of the following Members and their

benefits and accounts in the Fund:

lrhm A0135845339v4 120578335 18.5.2016 Page 33


(0

each Non-Unitised Deferred Account Member entitled to deferred

benefits under Schedule 6;

(ii) each Defined Benefit Member except in respect of their Unitised

DC Benefits (Schedule 2);

(iii) each QAL Wages Fund DB Member except in respect of their

Unitised QAL DC Benefits (Schedule 3);

(iv) each QAL Staff Fund DB Member except in respect of their QAL


(v) any other Member and their benefits and accounts in the Fund

determined by the Trustee from time to time (whether in relation to

Members generally or in relation to any particular Member or

category of Members); and

(vi) any accounts or reserves which relate to the Members referred to

above in this Clause 6A(2)(a) as determined by the Trustee from

time to time; and

(b) Clause 6D will apply for the purpose of allocating the investment earnings

of the Fund to or in respect of the following Members and their benefits and

accounts in the Fund:

(i) each Rio Tinto Deferred Account Member, QAL Wages Deferred

Account Member and QAL Staff Deferred Account Member other

than any Non-Unitised Deferred Account Member;

(ii) each Personal Member other than any Non-Unitised Deferred

Account Member (Schedule 6);

(iii) each Spouse of a Member (or a former Member) entitled to

benefits under Clause 8(12);

(iv) each Defined Benefit Member's Unitised DC Benefits (Schedule 2);

(v) each Defined Contribution Member and Limited Member.

(Schedule 1);

(vi) each Account Based Pensioner and Transition to Retirement

Pensioner (Schedule 7);

(vii) each QAL Wages Fund DC Member (Schedule 3);

(viii) each QAL Wages Fund DB Member in respect of their Unitised

QAL DC Benefits (Schedule 3);

(ix) each QAL Staff Fund DC Member (Schedule 4);

(x) each QAL Staff Fund DB Member in respect of their Unitised QAL


(xi) any other Member and their benefits and accounts in the Fund

determined by the Trustee from time to time (whether in relation to

lrhm A0135845339v4 120578335 18.5.2016 Page 34


Members generally or in relation to any particular Member or

category of Members); and

(xii) any accounts or reserves which relate to the Members referred to

above in this Clause 6A(2)(b) above as determined by the Trustee

from time to time.

(3)

At any time after the Unitisation Date the Trustee may change the application of

Clauses 6B, 6C and 6D respectively from the application set out in Clause 6A(2).

6B. Interest and Declared Earning Rate

(1) Unless the subject matter or context otherwise requires, where for the purposes of

this Deed or the Rules the Trustee is required to calculate interest, or determine

the declared earning rate for the Fund or any sub-fund or investment pool

established under Clause 26A, in respect of any period the Trustee will determine

a rate or rates in respect of that period having regard to:

(a) the income, including any realised capital gains of the Fund, sub-fund or

investment pool, during the period;

(b) any change in the value of the assets of the Fund, sub-fund or investment

pool during the period;

(c) all expenses and losses incurred or suffered by the Fund, sub-fund or

investment pool during the period;

(d) any applicable requirements of Superannuation Law; and

(e) any other matter or circumstance which the Trustee thinks relevant.

(2) In determining a rate or rates under this Clause in respect of a period the Trustee

may if the Trustee thinks fit:

(a) average the earnings or expenses of the Fund, sub-fund or investment

pool to reduce the effect of actual or possible periodic fluctuations to those

earnings or expenses in accordance with a policy adopted by the Trustee;

or

(b) determine different rates to apply to the Fund, sub-fund or investment pool

in respect of different parts of the period in accordance with a policy

adopted by the Trustee.

(3) A rate or rates determined under this Clause may be positive or negative.

(4) Unless the subject matter or context otherwise requires, where the Trustee is

required to determine a rate or rates under this Clause 6B in respect of a period,

the Trustee shall also from time to time determine a rate or rates (which may be

positive or negative and) which may be the Trustee's estimate of the rate or rates

of return or based on some other measure which the Trustee considers appropriate

in respect of the relevant period prior to the determination of the actual rate or rates

for that period. The Trustee may exercise its power under this Clause to determine

different rates to apply in respect of different parts of a period in accordance with a

lrhm A0135845339v4 120578335 18.5.2016 Page 35


policy adopted by the Trustee. The Trustee may also exercise its power under this

Clause to apply an estimated rate or rates in relation to Participants generally or in

relation to one or more particular classes of Participants or in relation to one or

more particular Participants.

(5) For the purposes of this Clause a reference to a sub-fund or investment pool

includes any notional sub-fund or investment pool as referred to in Clause 26A.

(6) This Clause is subject to Clause 6C and the Operational Rules.

6C. Special Rates

(1) Notwithstanding anything expressed or implied to the contrary in Clause 6B, the

Trustee may at any time and from time to time determine in accordance with this

Clause a special interest rate or rates or a special declared earning rate or

declared earning rates (as the case may be) which is or are to apply in respect of a

particular purpose, or in respect of one or more particular Members or categories

of Members, in lieu of a rate or rates determined under Clause 6B or any other

provision of this Deed or the Rules which would be applicable in the absence of

this Clause.

(2) Subject to Clauses 6C(3) and 6C(4), a special rate or rates determined under this

Clause shall be determined on such basis and subject to such terms and

conditions and having regard to such matters and circumstances as the Trustee

from time to time thinks fit. A rate or rates determined under this Clause may be

positive or negative.

(3) The Trustee will have regard to, and will comply with any applicable requirements

of Superannuation Law in determining any special rate or rates under this Clause.

(4) The Trustee's power under this Clause does not apply in respect of that part of

those provisions of this Deed and Rules which provide in respect of Defined

Benefit Members that the rate of interest or earnings applicable for the purposes of

the relevant provision is not less than 4% per annum.

6D. Unitisation

(1) With effect from the Unitisation Date, the Trustee may for the purpose of

determining the value of the accounts in the Fund of a Member to whom this

Clause 60 applies or the amount of any benefit payable to or in respect of that

Member and allocating the investment earnings of the Fund:

(a) divide any or all of the Fund's investments into Units; and

(b) allocate Units to any or all Members' accounts and any or all other

accounts and reserves maintained for the purposes of the Fund.

(2) The Trustee may from time to time:

(a) prescribe rules in relation to:

lrhm A0135845339v4 120578335 18.5.2016 Page 36


(i) the Members, accounts and benefits to which this Clause 6D is to

apply or not to apply (as the case may be);

(ii) the price at which Units are to be issued and redeemed;

(iii) switching between Unit Classes;

(iv) the allocation of investment earnings on a benefit to which this

Clause 6D applies between the date of a Member becoming

entitled to a benefit and the date of payment of the benefit provided

that any such rules prescribed for the purposes of Clause 26(3)(1)

must not be inconsistent with that Clause;

(v) the method and frequency of valuing the investments of the Fund;

and

(vi) any other matter which the Trustee determines to be necessary or

desirable for administering the Fund as a unitised fund or a partly

unitised fund (as the case may be); and

(b) amend or revoke any rules made under Clause 6D(2)(a).

The Trustee's power under Clause 6D(2)(a)(iv) is additional to the Trustee's power

under Clause 26(3)(1).

(3) With effect from the Unitisation Date:

(a) the accounts of Members to whom this Clause 6D applies from time to time

and, as determined by the Trustee, other accounts and reserves

maintained for the purposes of the Fund will be recorded in Units of the

relevant Unit Classes; and

(b) any amount credited or debited to a unitised account or reserve will be

converted into Units of the relevant Unit Classes immediately prior to being

credited to the account or reserve, having regard to the relevant Unit Price.

(4) With effect from the Unitisation Date:

(a) where this Deed or the Rules refers to the balance, aggregate or amount

standing to the credit of an account or reserve maintained for the purposes

of the Fund, or to benefits, and the relevant account, reserve or benefits

are unitised, it is taken to be a reference to the account, reserve or benefits

(as the case may be) calculated by reference to the number of Units in the

account, reserve or benefits and the relevant Unit Price at the time of

calculation; and

(b) where a Member's accounts and benefits in the Fund, and any other

accounts and reserves, are unitised in accordance with Clause 6A and this

Clause 6D then the provisions of this Deed and the Rules which in the

opinion of the Trustee are inconsistent with unitisation will be subject to this

Clause 6D and will apply (if at all) to the extent determined by the Trustee.

lrhm A01 35845339v4 120578335 18.5.2016 Page 37


(5) The Trustee may determine different Unit Prices to apply to a specific Unit Class on

issue or redemption of Units or for such other different purposes as the Trustee

may think fit from time to time.

(6) The Trustee may do anything that the Trustee determines is necessary or

desirable to:

(a) facilitate the orderly and efficient transition of the Fund to a unitised fund or

a partly unitised fund (as the case may be); or

(b) maintain the Fund as a unitised fund or a partly unitised fund (as the case

may be).

7. Special Arrangements

(1) The Employer may at any time direct the Trustee to increase by such amounts or in

such manner as it shall specify all or any of the benefits which have been paid or

are or may become payable to or in respect of a Member from the Fund pursuant

to this Deed or the Rules and the Trustee shall so increase the said benefits

PROVIDED THAT the Employer agrees to contribute to the Fund such additional

amounts or rates of contribution as shall be determined at that time by the Trustee

after obtaining the advice of the Actuary to be appropriate to provide such

additional benefits.

(2) The Principal Employer, the Trustee and the Member may at any time agree to

vary the terms and conditions of the Member's membership of the Fund, including,

without limitation, the amount of any benefit payable to or in respect of the

Member. Any such agreement shall be in writing and may in like manner be

altered replaced or revoked. If there is any conflict between the provisions of any

such agreement and any Clause of this Deed, the provisions of the Clause of this

Deed shall prevail and in any conflict between the provisions of any such

agreement and the provisions of any Schedule to this Deed, the provisions of the

agreement shall prevail.

8. Overriding Requirements and Family Law Provisions

(1) Application of Superannuation Law

(a) Election of Superannuation Law

The Trustee may, where permitted by Superannuation Law, elect (in such

form and within such period as may be required by Superannuation Law)

that Superannuation Law is to apply in relation to the Fund. An election

may be made pursuant to this Clause even though the election may be

irrevocable.

(b) Superannuation Law Taken to be Included in Deed

Notwithstanding any provision of this Deed or the Rules (including any

provision of this Deed or the Rules which purports to apply notwithstanding

lrhm A0135845339v4 120578335 18.5.2016 Page 38


other provisions of this Deed or the Rules), any provision of

Superannuation Law that is required from time to time to be included in this

Deed or the Rules for the Fund to remain or to be a Complying

Superannuation Fund, or for the Fund to comply with or satisfy other

requirements of Superannuation Law, shall be taken to be included in this

Deed and the Rules, subject to any exemption granted, or modification

made, by the Regulator to the extent such exception or modification (as the

case may be) is available in respect of this Deed, the Rules, the Fund, the

Trustee or all or any of them, as if every such provision was set out in this

Deed and the Rules on and from the date that the provision is required to

be so included.

(2) Overriding Provisions Applicable to Pensions and Annuities

(a) Terms and conditions of pensions and annuities



other provisions of this Deed or the Rules), where a benefit is payable in

the form of a pension or an annuity pursuant to this Deed or the Rules the

Trustee shall pay such pension or annuity (as the case may be) on the

basis of such terms and conditions as shall in the opinion of the Trustee be

necessary or desirable in order to comply with the requirements of

Superannuation Law relating to the payment of pensions and annuities. In

order to comply with this Clause, the Trustee shall have power to adjust in

such manner as the Trustee thinks fit the operation of such provisions of

this Deed or the Rules as the Trustee considers necessary or desirable

having regard to the intention of this Clause and the advice of the Actuary.

(b) Commutation of pensions



other provisions of this Deed or the Rules), the Trustee shall not commute

or agree to or arrange for the commutation of any pension payable under

this Deed or the Rules in any manner which in the opinion of the Trustee

will or may contravene Superannuation Law.

(3)

Inconsistency of Provisions

In the event of any inconsistency between any of the provisions taken by Clause

8(1) to be included in this Deed or the Rules and the other terms of this Deed or

the Rules, the provisions deemed to be included by Clause 8(1) will prevail.

(4) Power to Comply with Superannuation Law

(a) The Trustee may comply with any requirement or provision of

Superannuation Law including, without limitation, and not notwithstanding

anything expressed or implied to the contrary in this Deed or the Rules:

(i)

no benefit payable from the Fund to or in respect of any person

shall exceed the maximum benefit or fall below the minimum

lrhm A0135845339v4 120578335 18.5.2016 Page 39


benefit which, in the opinion of the Trustee, can be paid from the

Fund without causing the Fund to be in breach of or to fail to

comply with any applicable requirement under Superannuation

Law;

(ii) no deduction, forfeiture or other adjustment shall be made from or

in respect of any person's interest in the Fund or any benefit

payable to any person from the Fund if, in the opinion of the

Trustee, to do so would cause the Fund to be in breach of or to fail

to comply with any applicable requirement under Superannuation

Law;

(iii) the Trustee shall ensure that all applicable requirements under

Superannuation Law regarding the deferral or preservation of any

New Benefit (as defined in Clause 8(4)(c)) are satisfied and

continue to be satisfied, including without limitation any applicable

requirements regarding:

(A) the amount of any New Benefit which must be preserved;

(B) the period for which any New Benefit must be preserved;

and

(C) the conditions upon which a preserved benefit may be paid

or released from the Fund;

(iv) no payment or transfer shall be accepted into the Fund from or

made from the Fund to another fund or benefit arrangement if, in

the opinion of the Trustee, to do so would cause the Fund to be in

breach or to fail to comply with any applicable requirement under

Superannuation Law;

(v) if in the opinion of the Trustee benefits must commence to be paid,

or be paid, to or in respect of any Member in order to comply with

any applicable requirement of Superannuation Law regarding the

age for the payment of benefits then the Trustee shall at the

relevant time commence to pay, or pay, the benefit so as to ensure

compliance with the applicable requirement; and

(vi) where the right of a Member, or of the Dependants of a Member, to

receive benefits from the Fund ceases during a year of income

those benefits shall be applied by the Trustee in such manner and

at such times as is permitted by the applicable requirements of

Superannuation Law regarding Members ceasing to be entitled to

benefits.

PROVIDED THAT nothing in this paragraph shall limit any power, right,

discretion or authority vested in the Principal Employer, an Employer, the

Trustee or any other person under any other provision of this Deed or the

Rules to terminate or reduce the amount or rate of Employer contributions

or to amend this Deed or the Rules in any respect, and in no event shall

lrhm A0135845339v4 120578335 18.5.2016 Page 40


the Trustee be liable to provide benefits greater in amount than can be

secured by the moneys and property comprising the Fund.

(b) The Trustee may take such actions as it sees fit in ensuring compliance

with Clause 8(4)(b), including without limitation:

(i) adjusting the amount or terms of payment of contributions and

benefits in such manner, to such extent and by way of such

arrangements as the Trustee considers appropriate; and

(ii) imposing such conditions and restrictions as the Trustee considers

necessary in relation to any payment or transfer which is accepted

into the Fund from, or made from the Fund to, another fund or

benefit arrangement,

and any decision by the Trustee for the purposes of this Clause 8(4) shall

be final and binding on all interested persons.

(c) For the purposes of Clause 8(4)(a)(iii) New Benefit means:

(i)

in relation to a Member who last became a Member before the

twentieth day of March 1989 (the Change Date), the amount by

which any benefit provided for under the provisions governing the

Fund before the Change Date is increased as a result of, or the

amount of any new benefit arising as a result of:

(A) any alteration or addition to or deletion from this Deed or

the Rules which is made by a deed or resolution executed

or made on or after the Change Date, including the

amending deed which introduced this definition;

(B) any transfer into the Fund pursuant to Clause 18 with

effect on or after the Change Date; or

(C) the exercise of any power, right, authority or discretion by

the Principal Employer, an Employer, the Trustee or any

other person with effect on or after the Change Date,

including without limitation a discretion exercisable under

the provisions of this Deed or the Rules in force

immediately before the Change Date; or

(ii) in relation to any other Member, any benefit whatever and

whenever arising.

(5) Payment of Levies

(a) Power to pay levies

The Trustee may make any levy payment or other payment out of the Fund

as is required to be made by Superannuation Law from time to time.

(b) Power to debit Fund accounts

The Trustee shall have power to:

(i) debit to any account in the books of the Fund; or

lrhm A0135845339v4 120578335 18.5.2016 Page 41


(ii) deduct from any moneys held in the Fund or any benefit payable

under the Fund,

such amount as the Trustee considers appropriate in respect of any

payments required under Clause 8(5)(a).

(6) Trustee Not to be Subject to Direction

(a) Prohibition



other provisions of this Deed or the Rules), no provision of this Deed or the

Rules shall be construed as permitting the Trustee to be subject, in the

exercise of any of the Trustee's powers under this Deed or the Rules, to

direction by any other person to the extent that, in the opinion of the

Trustee, such provision will or may contravene Superannuation Law.

(b) Trustee has power to act on direction

To the extent that any provision of this Deed or the Rules provides for the

Trustee to be subject to a direction in circumstances which will or may, in

the opinion of the Trustee, be in breach of Superannuation Law, the

Trustee may (but shall not be obliged to) comply with the direction.

(7) Exercise of Discretion by Person other than the Trustee

(a) Prohibition



other provisions of this Deed or the Rules), no provision of this Deed or the

Rules shall be construed as permitting a discretion under this Deed or the

Rules that is exercisable by a person other than the Trustee to be

exercised without the consent of the Trustee to the extent that, in the

opinion of the Trustee, such provision will or may contravene

Superannuation Law.

(b) Trustee power to consent to exercise of discretion

To the extent that any provision of this Deed or the Rules provides for the

exercise of a discretion by a person other than the Trustee, the exercise of

which discretion without the consent of the Trustee would or might

contravene Superannuation Law, that discretion may be exercised by that

person with the consent of the Trustee but not otherwise, and the Trustee

may give its consent to the exercise of such discretion.

(8)

Compliance with Directions made under Superannuation Law

The Trustee shall comply with any direction in relation to the Fund made under

Superannuation Law by the Regulator or the Superannuation Complaints Tribunal.

lrhm A0135845339v4 120578335 18.5.2016 Page 42


(9)

Trustee not in Contravention

The Trustee shall not be taken to be in contravention of this Deed or the Rules or

to be in breach of trust if it does anything, or fails to do anything, which is in

contravention of Superannuation Law if:

(a) the contravention is approved by the Regulator, or the person or persons (if

any) specified for that purpose, in accordance with Superannuation Law; or

(b) the contravention is rectified within 30 days, or (where applicable) such

other period allowed by Superannuation Law, from the date the Trustee

became aware of the contravention.

(10) Modification or Exemption

(a) Power to seek modifications and exemptions

Subject to Superannuation Law, the Trustee may seek modification of, or

exemption from, the requirements of Superannuation Law.

(b) Effect of modifications and exemptions

If any modification or exemption is granted or becomes or is available in

respect of this Deed, the Rules, the Fund or the Trustee or all or any of

them by the Regulator pursuant to Superannuation Law (whether in

consequence of an application by the Trustee under Clause 8(10)(a) or

otherwise), the Trustee is relieved from compliance with those provisions of

this Deed, the Rules and Superannuation Law expressed in that

modification or exemption (as the case may be) subject to any conditions in

that modification or exemption.

(11) Determination of Disputes

If any question arises in relation to the existence, meaning, application or effect of any:

(a) Superannuation Requirement;

(b) Superannuation Law; or

(c) provision taken by Clause 8(1) to be included in this Deed,

the Trustee shall determine that question.

Any determination made by the Trustee pursuant to this Clause shall, to the extent

permitted by Superannuation Law, be final, conclusive and binding on all interested persons.

(12) Family Law Provisions

(a) Definitions

Words which are defined in the Family Law Act 1975 and used in this

Clause 8(12), or other provisions of this Deed or the Rules which relate to

this Clause 8(12), have the same meaning as in that Act.

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(b) Application

This Clause 8(12) will apply in respect of a Member and their Spouse if

they are (or have been) legally married to each other or are otherwise

within the scope of the Family Law Act 1975.

(c) Trustee may require Member and Spouse to provide details

A Member and/or their Spouse must provide such information,

declarations, proofs, documents and payments as the Trustee may require

under Superannuation Law. The Trustee may determine that this Clause

8(12) will not apply in respect of a Member and their Spouse if the

requirements of this Clause 8(12)(c) have not been complied with to the

satisfaction of the Trustee.

(d) Dealing with Spouse's Benefit

(i) The Trustee will deal with a Spouse's entitlement in respect of the

Member's interest in the Fund under the superannuation

agreement, flag lifting agreement or court order (less any fees,

costs and expenses charged by the Trustee) (the Spouse's

Benefit) in accordance with this Clause 8(12)(d). Despite the

foregoing, this Clause 8(12)(d) does not apply while a Member's

interest in the Fund is subject to a payment flag or a flagging order.

(ii) For the avoidance of doubt, this Clause 8(12)(d) applies in respect

of all superannuation interests of a Member in the Fund whether an

interest is in the growth phase, the payment phase or is being paid

as a pension or annuity.

(iii) This Clause 8(12)(d)(iii) applies unless the Spouse has made a

valid request under Clause 8(12)(d)(iv), (v) or (vi) within the period

prescribed under Superannuation Law (if applicable) or otherwise

within the period permitted by the Trustee or Clause 8(12)(d)(viii)

applies in respect of the Member and their Spouse. Where there is

a benefit split in favour of the Spouse the Trustee will, subject to

Superannuation Law:

(A) in the case of a Spouse who is a Member and has one or

more accumulation accounts in the Fund — credit the

Spouse's Benefit (after deduction of all fees, costs and

expenses payable by the Spouse) to the Spouse's account

in the Fund, or where the Spouse has more than one

account in the Fund, the Trustee may with the Spouse's

agreement credit the Spouse's Benefit to any one or more

of the Spouse's accounts; or

(B) in the case of any other Spouse — credit, upon the request

of the Spouse within such period determined by the

Trustee, the Spouse's Benefit (after deduction of all fees,

costs and expenses payable by the Spouse) to an

Irhm A0135845339v4 120578335 18.5.2016 Page 44

Consolidated Trust Deed Allens > < Linklaters

Accumulation Account to be established in the Fund for the

Spouse under Schedule 6 or, in the absence of such a

request from the Spouse, transfer or roll over the Spouse's

Benefit (after deduction of all fees, costs and expenses

payable by the Spouse) to an Approved Benefit

Arrangement selected by the Trustee.

Despite the above, the Spouse's Benefit may only be credited to

an account in the Fund where the Spouse's Benefit is not less than

the Minimum Account Balance.

(iv) Subject to Superannuation Law, upon the request of the Spouse

the Trustee will pay the Spouse's Benefit (after deduction of all

fees, costs and expenses payable by the Spouse) in a lump sum

to, or at the direction of, the Spouse.

(v) Subject to Superannuation Law, upon the request of the Spouse

the Trustee will transfer or roll over the Spouse's Benefit (after

deduction of all fees, costs and expenses payable by the Spouse)

to the Spouse's nominated Approved Benefit Arrangement to be

held for the benefit of the Spouse.

(vi) Upon the request of the Spouse, the Trustee may agree to deal

with the Spouse's benefit partly by one option specified in this

Clause 8(12)(d) and partly by one or more other options, and

Clause 8(12)(d)(iii), (d)(iv) and (d)(v) will apply accordingly.

(vii) A request given by a Spouse under this Clause 8(12)(d) must

(where applicable) comply with Superannuation Law or otherwise

must comply with any requirements of the Trustee.

(viii) This Clause 8(12)(d) does not apply to, or in respect of, any

Member and their Spouse:

(A) while the proposed Spouse's Benefit exceeds the

Member's withdrawal benefit in the Fund if the Member's

interest is a defined benefit interest, or a partially vested

accumulation interest, in the growth phase; or

(B) in circumstances determined by the Trustee,

unless and until the Trustee determines that this Clause 8(12)(d)

will apply to them.

(e) Non-splittable growth phase interests

(i)

Clause 8(12)(e) applies to, and in respect of, a Member's

superannuation interest in the Fund which is not dealt with under

Clause 8(12)(d) while the interest is in the growth phase until the

earlier of:

(A) the Trustee determining under Clause 8(12)(d)(viii) that

Clause 8(12)(d) will apply to the Member and their Spouse;

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(B) the interest commences to be in the payment phase; or

(C) the Trustee being required to deal with the Member's

superannuation interest, and the Spouse Benefit in respect

of that interest, under Superannuation Law.

(ii) The Trustee will deal with the Member's superannuation interest,

and the Spouse's Benefit (within the meaning of Clause 8(12)(d)(i))

in respect of that interest, in such manner as Superannuation Law

requires, or to the extent that a choice exists, in such manner as is

permitted by Superannuation Law as the Trustee thinks fit.

When this Clause 8(12)(e) ceases to apply to, and in respect of,

the superannuation interest of a Member the interest, and the

Spouse's Benefit in respect of the interest, will be dealt with under

Clause 8(12)(d) or otherwise as required by Superannuation Law.

Calculation of Benefits

The Trustee may:

(i) make such adjustments, and take such steps, as may be

necessary or desirable to reduce the Member's interest in the Fund

to take account of the creation of the Spouse's Benefit; and

(ii) calculate the amount of the Spouse's Benefit.

Such adjustments, steps and calculations may be made on a basis

determined by the Trustee which is not inconsistent with the relevant

superannuation agreement, flag lifting agreement or court order and

Superannuation Law.

(g) Effect of payment flag on Member's Benefit

Despite any other provision of this Deed or the Rules, the Trustee

is not required to pay any amount in respect of a Member if any

part of that amount is a splittable payment which is subject to a

payment flag or a flagging order.

(d) The Trustee will deal with such amounts in accordance with, and

has power to take such steps as may be required by, Clause 8(12)

and Superannuation Law.

(h) Provision of information

The Trustee may:

(i) provide the Member and/or their Spouse or other person who is

eligible under Superannuation Law to apply to the Trustee for

information about the superannuation interest of a Member with

information relating to the benefits and interests of the Member;

and

(H) require charges determined by the Trustee to be paid in connection

with, and prior to, the provision of such information,

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in accordance with Superannuation Law.

(i) Fees

(i) Subject to Superannuation Law, the Trustee may charge

reasonable fees in respect of any matter contemplated by or

arising in connection with this Clause 8(12), and may allocate any

costs and expenses incurred in connection with the application and

administration of the arrangements provided for in this Clause

8(12) between the Member and their Spouse on a basis

determined by the Trustee.

(ii) The Trustee may debit any amount allocated under this Clause

8(12)(i)(i) to any one or more accounts maintained by the Trustee

in respect of the Member as the Trustee may determine.

(j) Commutation power

Subject to Clause 8(2), the Trustee may, with the approval of the Principal

Employer (which approval may be given generally or in a particular case),

at the request of the person entitled to receive a commutable pension

payable from the Fund, commute the pension (including any reversionary

pension payable on the death of the person) for a lump sum payment to the

person entitled to the pension. The lump sum payment shall be an amount

determined by the Trustee after having obtained the advice of the Actuary

and considering such evidence as to the health of the person requesting

commutation as the Trustee may require.

(k) Meaning of 'accrued benefit multiple' for Defined Benefit Members

For the purposes of the Deed, the Family Law Act 1975 and the Family

Law (Superannuation) Regulations the accrued benefit multiple of a

Defined Benefit is the multiple determined by the Trustee after having

obtained the advice of the Actuary.

(I) Overriding compliance with Superannuation Law

This Clause 8(12) is subject to Superannuation Law. Accordingly, to the

extent (if any) that the Trustee is, in its opinion, prevented by

Superannuation Law from dealing with a Member and their Spouse in

accordance with this Clause 8(12) the Trustee will deal with the Member

and their Spouse as required by Superannuation Law.

(13) Operational Risk Reserve

Notwithstanding any other provision of this Deed or the Rules, but subject to the

Superannuation Requirements, the Trustee:

(a) must establish and maintain a separately identified reserve to cover losses

arising from the operational risks relating to the Fund at such level as

determined by the Trustee from time to time and in accordance with

policies and procedures adopted by the Trustee from time to time (the

Operational Risk Reserve);

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(b) may debit, for transfer and crediting to the Operational Risk Reserve, any

account (including any Member's account) with such amount, and in such

manner, as the Trustee thinks fit having regard to the requirements

applicable to operational risk reserves under Superannuation Law;

(c) amounts held in the Operational Risk Reserve will only be available to

meet losses arising from an 'operational risk event' relating to the Fund

(within the meaning of the Prudential Standards) or such other uses or

purposes as may be required or permitted under the Superannuation

Requirements or the Prudential Standards.

(14) Compliance with Prudential Standards

Notwithstanding any other provision of this Deed or the Rules, but subject to the

Superannuation Requirements, the Trustee must comply with Prudential Standards

and shall have all power necessary to do so.

8A. MySuper

The provisions of this clause 8A apply only upon the Trustee receiving approval from the

Regulator to offer a MySuper Product.

(1) Authority to offer MySuper Product

(a) The Trustee is authorised to offer a MySuper Product under MySuper Law.

(b) This clause 8A applies in respect of any MySuper Product or MySuper

Interest offered and/or provided by the Trustee, and to the membership of

any person who holds, or is to hold, a MySuper Interest in the Fund.

(c) The Trustee must comply with each requirement of MySuper Law it is

required to comply with, and may comply with any requirement of MySuper

Law which it is permitted (but not required) to comply with, in relation to

each Member who is a MySuper Member in relation to their MySuper

Interest in the Fund.

(d) The Trustee has power to adjust, in such manner as it thinks fit, the

operation of any provision of this Deed or the Rules otherwise applicable to

a MySuper Member in relation to the MySuper Interest, which in the

absence of adjustment would or may in the opinion of the Trustee cause

this Deed, the Rules, the Trustee or the Fund to be in breach of, or to fail to

comply with or satisfy, MySuper Law.

(e) It is the intention that a MySuper Interest will be held, subject to this Deed

and the Rules of the relevant Schedules, as adjusted to comply with

MySuper Law.

(f) Notwithstanding any other provision of this Deed or the Rules, any

MySuper Product offered and/or provided by the Trustee under this Deed

must satisfy the following requirements:

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(i)

a single diversified investment strategy is to be adopted in relation

to assets of the Fund, to the extent that they are attributed to the

MySuper Product;

(ii) all Members who hold a MySuper Interest are entitled to access

the same options, benefits and facilities except to the extent that a

benefit is provided by taking out risk insurance;

(iii) amounts are attributed to Members in relation to their MySuper

Interest in a way that does not stream gains or losses that relate to

any assets of the Fund to only some of those Members, except to

the extent permitted under a lifecycle exception (as defined in

clause 8A(1)(g));

(iv) the same process is to be adopted in attributing amounts to

Members in relation to their MySuper Interest, except to the extent

that a different process is necessary to allow for fee subsidisation

by employers;

(v) if fee subsidisation by employers is permitted, that subsidisation

does not favour one Member who holds a MySuper Interest and is

an employee of a subsidising employer over another such Member

who is an employee of that employer;

(vi) the only limitations imposed on the source or kind of contributions

made by or on behalf of persons who hold a MySuper Interest are

those permitted under clause 8A(1)(h);

(vii) a MySuper Interest cannot be replaced with a beneficial interest of

another class in the Fund, unless:

(A) the person who holds the interest consents in writing to

that replacement no more than 30 days before it occurs; or

(B) the person who holds the MySuper Interest has died and

the interest is replaced with a beneficial interest of another

class in the Fund of a kind, and in the circumstances,

prescribed by MySuper Law;

(viii) a MySuper Interest (the old interest) cannot be replaced with a

beneficial interest (the new interest) in another superannuation

entity unless:

(A) the replacement is permitted, or is required, under a law of

the Commonwealth; or

(B) the person who holds the old interest consents in writing to

the replacement with the new interest no more than 30

days before it occurs;

(ix) to the extent that assets of the Fund are attributed to MySuper

Interests, a pension is not payable out of those assets by the

Trustee on the satisfaction of a condition of release of benefits

lrhm A01 35845339v4 120578335 18.5.2016 Page 49


specified in a standard made under section 31(2)(h) of the SIS Act

by a person who holds a MySuper Interest, unless the payment is

derived from a benefit of the kind mentioned in section 62(1)(b)(ii)

of the SIS Act provided to the Fund by an Insurer;

(x) no Member who holds a MySuper Interest is precluded from

holding a beneficial interest of another class in the Fund because

of that fact; and

(xi) no Member is precluded from holding a MySuper Interest because

the Member holds a beneficial interest of another class in the

Fund.

(g) A lifecycle exception is a rule under this Deed that allows gains and

losses from different classes of asset of the Fund to be streamed to

different subclasses of the members of the Fund who hold a MySuper

Product:

(I) on the basis, and only on the basis, of the age of those members;

(ii) on the basis of the age of those members and other prescribed

factors; or

(Hi)

on the basis of the age of those members and other prescribed

factors in prescribed circumstances.

(h) A limitation on the source or kind of contributions made by or on behalf of

persons who hold a MySuper Interest is permitted for the purposes of

clause 8A(1)(f)(vi) if:

(I) the limitation is of a prescribed kind under MySuper Law; or

(H) the limitation is imposed by or under the general law or another law

of the Commonwealth.

(2) MySuper Members

(a) Each Member:

who was:

(A) a Member to which Schedules 1 or 6 applied as at 1

January 2014;

(B) a QAL Wages Fund DC Member or a Deferred Account

Member to which Schedule 3 applied as at 1 January

2014; or

(C) a QAL Staff Fund DC Member or a Deferred Account

Member to which Schedule 4 applied as at 1 January

2014,

and, in each case, had part or all of their Accumulation Account

invested in the Growth Investment Option (being the investment

option in which the Accumulation Account of a new Rio Tinto

lrhm A0135845339v4 120578335 18.5.2016 Page 50


(3)

Accumulation Member of the Fund would be invested at that time if

no direction were given) as at that date; or

(ii) who becomes:

(A) a Member to which Schedules 1 or 6 applies after 1

January 2014;

(B) a QAL Wages Fund DC Member or a Deferred Account

Member to which Schedule 3 applies after 1 January 2014;

or

(C) a QAL Staff Fund DC Member or a Deferred Account

Member to which Schedule 4 applies after 1 January 2014,

and, in each case, elects to invest part or all of their Accumulation

Account in, or is otherwise invested in, the Growth Investment

Option (or such other investment option in which the Accumulation

Account of a new Rio Tinto Accumulation Member of the Fund

would be invested if no direction were given at that time),

will be a MySuper Member from 1 January 2014 (or such later date as the

Member satisfies the conditions of this clause 8A(2)).

(b) For the avoidance of doubt:

(i) each MySuper Member remains a Rio Tinto Accumulation

Member, a QAL Wages Fund DC Member, a Deferred Account

Member (Schedule 3), a QAL Staff Fund DC Member, a Deferred

Account Member (Schedule 4) or a Personal Member under

Schedules 1, 3, 4 or 6 (as the case may be) and, except as

otherwise required by this clause 8A, the Rules of Schedules 1, 3,

4 or 6 (as the case may be) continue to apply in full to each

MySuper Member, including in respect of the benefits payable to

the MySuper Member; and

(ii) where a Member is a member of the Defined Benefit Division (and

has an accumulation interest in the Fund), that Member will

become a MySuper Member if (and only if) the Member directs the

Trustee to invest all or part of that Member's accumulation interest

in the MySuper Product.

MySuper Contributions

(a) The Trustee:

(i) must accept contributions made by, or on behalf of, a MySuper

Member in respect of their MySuper Interest to the extent required

by MySuper Law; and

(ii) may accept any other contributions made by, or on behalf of, a

MySuper Member in accordance with arrangements made by the

Trustee with the MySuper Member and/or the Employer.

lrhm A0135845339v4 120578335 18.5.2016 Page 51


(b) Subject to Schedules 1, 3, 4 and 6, a MySuper Member:

may, but is not required to, contribute in respect of their MySuper

Interest; and

(ii) who makes contributions in respect of their MySuper Interest must

comply with any terms and conditions set by the Trustee.

(4) MySuper Insurance

(a) The Trustee must offer and provide the following insured benefits for each

MySuper Member (other than a MySuper Member who is also a member of

the Defined Benefit Division, who will instead be provided with insured

benefits determined in accordance with the Rules of the Defined Benefit

Division) if, and to the extent, required under, and otherwise in accordance

with, MySuper Law:

(i) a Total and Permanent Disablement benefit;

(ii) a death benefit; and

(iii) an insured benefit that is payable only in any other circumstances

required under MySuper Law.

(b) The Trustee may offer and provide for any MySuper Member any other

insured benefit it is permitted, but not required, to provide to a MySuper

Member under MySuper Law (including, without limitation, benefits payable

in relation to a Member upon suffering III-health, a Terminal Medical

Condition or Temporary Incapacity) in accordance with terms and

conditions set by the Trustee having regard to the applicable requirements

of MySuper Law.

(c) The Trustee must comply with the requirements applicable to insured

benefits under MySuper Law in relation to the offering, the provision and

the opting out of insured benefits in respect of MySuper Members.

(5)

MySuper investments

(a) The Trustee must exercise its investment powers under clauses 26 and

26A to invest the assets of the Fund attributable to MySuper Interests in a

single diversified investment strategy that may form part of one or more of

the sub-funds or investment pools established under clause 26A.

(b) For the purpose of exercising its powers under the Rules in relation to

attributing amounts to MySuper Members in relation to their MySuper

Interest held for MySuper Members:

(i) the Trustee must not stream gains or losses that relate to any

assets held for MySuper Members to only some MySuper

Members; and

(ii) the same process is to be adopted in attributing amounts to

MySuper Members,

except to the extent permitted under MySuper Law.

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(6) Fees for MySuper Members

Notwithstanding any other provision of this Deed or the Rules, the Trustee must

comply with the General Fee Rules and the Fee Rules in relation to fees charged

to MySuper Members' MySuper Interests.

(7)

Accrued Default Amounts

The Trustee must comply with the Superannuation Requirements in relation to the

transfer of Accrued Default Amounts held in the Fund.

(8) Restrictions on Dealing with MySuper Interests

Notwithstanding any other provision of this Deed or the Rules, the Trustee must

not:

(a) pay, rollover or transfer all or any part of a MySuper Member's MySuper

Interest; or

(b) pay all or any part of a MySuper Interest to or in relation to a Member in the

form of a pension,

except to the extent permitted under MySuper Law.

(9)

Ability to establish MySuper Rules

(a) The Trustee may from time to time establish by notice in writing rules (the

MySuper Rules) relating to the offering and provision of MySuper

Products or MySuper Interests out of the Fund and shall have power to

amend, delete or revoke all or any MySuper Rule.

(b) In the event of any inconsistency (as determined by the Trustee) between

the MySuper Rules and the Rules of any Schedule applicable to a

MySuper Member's MySuper Interest, the MySuper Rules shall prevail.

(c) Any MySuper Rules established under this clause 8A(9) will also constitute

Operational Rules for the purposes of clause 2B.

9. Temporary Cessation of Employment and Leave Without Pay

If any Member ceases to be in the employ of the Employer in circumstances in which it is

reasonable to expect that the cessation will only be of a temporary nature and that he will

rejoin the employ of the Employer (or if a Member is temporarily absent from work through

sickness or upon leave from the Employer and is not in receipt of Salary) the Trustee may

with the consent of the Principal Employer and of the Member continue his membership of

the Fund subject to such conditions as may be agreed upon by the Trustee the Principal

Employer and the Member.

10. Alternative Payment or Forfeiture of Entitlements


Rules, if any person to whom or for whose benefit or in respect of whom any

benefit is payable pursuant to this Deed or the Rules is under any legal disability or

lrhm A0135845339v4 120578335 18.5.2016 Page 53


in the opinion of the Trustee shall be of unsound mind or incapable of managing

his own affairs the Trustee may pay the benefit to such person or persons as the

Trustee shall select for application for the benefit of the person aforesaid or appoint

a separate trustee or trustees of the benefit and may pay the benefit to the trustee

or trustees so appointed to be held upon such trusts for the benefit of the person

aforesaid and subject to such authorities powers and discretions as the Trustee

shall determine and upon payment being effected to such person or persons or

trustee or trustees as aforesaid the Trustee shall be released and discharged

accordingly in respect of the person aforesaid and neither the Trustee nor any

Employer shall be in any way responsible for the payment or disposal by the

person or persons or trustee or trustees aforesaid of the benefits so paid.

(2) No benefit payable out of the Fund shall be assignable at law or in equity either in

whole or in part and if any Member or any Dependant of any Member shall do or

cause to suffer to be done any act or thing or if some event shall happen whereby

all or any part of the benefit (other than a benefit to which the Member or the

Dependant is absolutely entitled) to which a Member or any Dependant of any

Member may be entitled if payable or accruing to him absolutely would whether by

his own act or by operation of the law or otherwise become payable to or vested in

any other person or persons or company organisation or Government or other

public authority then such benefit shall be forfeited to the Fund and shall be

retained in the Fund for the general purposes thereof but notwithstanding anything

expressed or implied to the contrary in this Deed or the Rules the Trustee shall

have power in its discretion to pay (but it shall not be incumbent on the Trustee to

do so) out of the Fund to such person or persons and in such manner as it thinks fit

for the benefit of the Member or his Dependants or any of them at any time and

from time to time any sum or sums not exceeding altogether the amount which

would have been payable to or in respect of him if his benefit had not been

forfeited to the Fund. Notwithstanding the generality of the foregoing, this Clause

10(2) shall not apply to any benefit to which the Member or Dependant is

absolutely entitled or (in the case of a Member or Dependant who becomes

bankrupt, commits an act of bankruptcy or executes a deed of assignment or a

deed of arrangement under the Bankruptcy Act 1966) to the beneficial interest

(within the meaning of the Bankruptcy Act 1966) of the Member or Dependant.

11. Dismissal for Defalcation or Misconduct

Subject to this Deed and the Rules if a Member is party or privy to any defalcation in

respect of the funds of any of the Employers or of the Fund and is dismissed for this reason

or if a Member is dismissed because of misconduct or resigns to avoid dismissal for either

of those reasons or if in the opinion of the Employer dismissal of a Member as aforesaid

was prevented by his resignation or cessation of employment with the Employer for any

other reason (including but not limited to the death of the Member) then the benefit to

which the Member or the Dependants of the Member or the legal personal representatives

of the Member would otherwise have been entitled under this Deed or the Rules shall be

applied so far as it shall extend to make good any defalcation and to meet any costs or

lrhm A0135845339v4 120578335 18.5.2016 Page 54


losses (including the costs of any prosecution or civil proceedings) incurred by any one or

more of the Employers or the Trustee as a result of or incidental to or arising however out

of the defalcation or misconduct and the amount so applied shall be paid by the Trustee to

any one or more of the Employers or retained in the Fund for the general purposes thereof

(as the case may require) and the balance of the said benefit which is not so applied shall

be dealt with in accordance with the other provisions of this Deed or the Rules PROVIDED THAT no amount shall be liable to be applied as aforesaid unless the Principal Employer or

any one or more of the Employers certifies to the Trustee that it is satisfied that amount has

been the subject of a defalcation cost or loss as aforesaid and has not been recovered by

other means.

12. National or Other Schemes

(1) Subject to this Deed and the Rules if during the continuance of the Fund any

Government or other scheme for the provision of age or other pensions

superannuation retiring allowances or any other benefit similar to a benefit

provided by the Fund for (inter alia) Members of the Fund and/or their Dependants

be introduced or improved and if any of the Employers is required to pay either

directly or indirectly any portion of the contribution premiums or other costs of such

introduction or improvement the Principal Employer if it so desires may not more

than one year after the date of such introduction or improvement give written notice

to the Trustee of its intention from a date specified in such notice being a date on

or not more than one year after the date of such introduction or improvement to

reduce the benefits provided by the Fund for all or any of such Members and/or

their Dependants to an extent not exceeding the extent of the benefits provided for

such Members and/or their Dependants under the Government or other scheme

pursuant to such introduction or improvement PROVIDED THAT if the benefits

payable under the Fund are of a different form or nature from the benefits payable

under the Government or other scheme the extent to which the benefits payable

under the Fund may be reduced by the Principal Employer pursuant to this Clause

12(1) shall be determined by the Actuary. Such determination shall be

communicated by the Actuary to the Principal Employer and the Trustee in writing.

(2) In the event of a reduction in the benefits provided by the Fund pursuant to

Clause 12(1) any Members obliged to contribute to such Government or other

scheme shall be relieved of their obligation to contribute under this Deed or the

Rules to the extent (if any) determined by the Actuary not exceeding the extent of

the contributions or additional contributions which they are compelled to pay under

the Government or other scheme pursuant to the introduction or improvement in

respect of which benefits have been reduced. Any such determination shall be

communicated by the Actuary to the Principal Employer and the Trustee in writing

and Members shall be advised by the Trustee of the extent of the relief granted to

them pursuant to this Clause 12(2).

(3) Any reduction in the benefits provided by the Fund made under the powers

conferred by Clause 12(1) of this Clause and any reduction in the contributions

lrhm A0135845339v4 120578335 18.5.2016 Page 55


payable by the Members made under the powers conferred by Clause 12(2) shall

be evidenced by a deed or resolution altering adding to or deleting from this Deed

or the Rules. Such deed or resolution shall be executed or made by the Principal

Employer and any alteration addition or deletion made by it shall notwithstanding

anything expressed or implied to the contrary in Clause 32 be valid and binding on

the Principal Employer the Associated Employers the Trustee and the Members.

13. Termination, Reduction or Suspension of Employer Contributions


Rules an Employer may at any time terminate its contributions to the Fund in

respect of all or any Members employed or formerly employed by it by notifying the

Trustee in writing of its decision and the liability of the Employer to contribute to the

Fund in respect of those Members shall from the later of the date specified in such

notification and the date on which such notification is received by the Trustee

cease and determine except in respect of payments due prior to the relevant date.


Rules an Employer may at any time reduce or suspend all or any part of its

contributions to the Fund in respect of all or any Members employed or formerly

employed by it by notifying the Trustee in writing of its decision and the liability of

the Employer to contribute to the Fund in respect of those Members shall from the

later of the date specified in such notification and the date on which such

notification is received by the Trustee cease to the extent or for the period specified

in that notification except in respect of payments due prior to the relevant date.

(3) Upon receipt of a notification from an Employer that in respect of all or any of the

Members in or formerly in its employ it has decided to terminate its contributions to

the Fund as provided in Clause 13(1) of this Clause or to reduce or suspend all or

any part of its contributions to the Fund as provided in Clause 13(2) the Trustee

shall immediately notify the Members so affected of the Employer's decision and

after the receipt by the Trustee of a notification as aforesaid no benefit shall unless

otherwise agreed by the Trustee and the Actuary be payable from the Fund to or in

respect of any such Member (other than a benefit payable in respect of the death

of a Member which death occurred prior to the receipt by the Trustee of the

notification as aforesaid) until the Trustee has determined after obtaining the

advice of the Actuary the adjustments (if any) to be made to the benefits of the

Members affected which it deems appropriate and those adjusted benefits shall be

substituted for the benefits provided for in this Deed or the Rules and the

provisions of this Deed or the Rules shall apply mutatis mutandis to those benefits. .

Any Member who is notified as aforesaid that the Employer's contributions to the

Fund in respect of him are being or have been terminated may elect from the date

of such termination to terminate his own contributions to the Fund and any Member

who is notified as aforesaid that all or any part of the Employer's contributions to

the Fund in respect of him will be reduced or suspended may elect from the date of

such reduction or suspension to reduce or suspend his own contributions to the

Irhm A0135845339v4 120578335 18.5.2016 Page 56


Fund in such manner and to such extent as in the opinion of the Actuary is

consistent with the manner in which and the extent to which the Employer's

contributions in respect of him are being reduced or suspended (which opinion

shall be advised to the Member prior to him being required to make his election)

and any such election by a Member shall be taken into account by the Trustee and

the Actuary in making adjustments to the benefits of the Member as aforesaid.

Any election pursuant to this Clause 13(3) must be advised to the Trustee in writing

by such date as the Trustee shall determine. The Trustee shall as soon as

practicable notify the Members affected of any adjustments to their benefits

pursuant to the provisions of this Clause 13.

(4) If an Employer notifies the Trustee as provided in Clause 13(1) that it has decided

to terminate its contributions to the Fund in respect of all Members employed or

formerly employed by it then after the receipt of such notification, and

notwithstanding the provisions of Clause 3, no further Employees of that Employer

shall be admitted to membership of the Fund.

(5) This Clause 13 does not apply to or in respect of any QAL Employer, QAL

Member, or any Spouse Account Member of a QAL Member.

13A. Termination, Non-payment or Inadequacy of QAL Employer

Contributions

(1) (a) Without limiting any power vested in the QAL Principal Employer or any

other QAL Employer under any other provisions of this Deed or the Rules

to terminate or vary the amount or rate of Employer contributions, a QAL

Employer may at any time by written notice to the Trustee:

(i) terminate all of its payments to and in respect of the Fund; or

(ii) reduce all of its payments to and in respect of the Fund to the

extent, and either indefinitely or for the period, specified in that

notice PROVIDED THAT equity is on the whole maintained

between QAL Wages Fund Current Members,

and any such notice shall take effect on the later of the date that notice is

received by the Trustee and the date specified in it for such purpose, but

nothing in this Deed or the Rules shall affect:

(A) that QAL Employer's liability in respect of payments due

before the effective date of that notice; or

(B) that QAL Employer's obligation to contribute amounts

sufficient to meet any benefit entitlements under Rule C.12

of Schedule 3 or Rule D.13 of Schedule 4 to the extent that

those entitlements have accrued in respect of those QAL

Members (who last became QAL Members before 1

October 1994) at the effective date of the notice (by

reference to those QAL Members' Salaries up to that date).

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(b) The QAL Principal Employer may give notice to the Trustee in terms of

Clause 13A(1)(a) on behalf of a QAL Employer. Such a notice shall be

deemed to have been given by the QAL Employer in terms of

Clause 13A(1)(a) (whether or not endorsed or confirmed thereby) and may

not be revoked or varied without the express approval of the QAL Principal

Employer.

(2) If a QAL Employer has given or is deemed to have given a notice pursuant to

Clause 13A(1) then:

(a) in the case of a notice of termination of payments, unless otherwise agreed

between the Trustee and the QAL Principal Employer:

(i) no contributions shall be accepted from a QAL Member who is

employed by the QAL Employer concerned; and

(ii) no Employee of the QAL Employer concerned shall be admitted as

a Member,

during or in respect of any period when a QAL Employer's payments are or

would be terminated pursuant to such a notice and, after making such

allowance for QAL Expenses as the Trustee considers appropriate, the

Trustee shall adjust, subject to Superannuation Law, the benefits which are

or may become payable to or in respect of each QAL Member who is then

employed by the QAL Employer concerned, to the extent and in the

manner considered by the Trustee to be appropriate and equitable on the

basis that the Trustee's obligations to the QAL Members of, and Spouse

Account Members of QAL Members, is limited to the QAL Assets; and

(b) in the case of a reduction of contributions, the Trustee, after obtaining the

advice of the Actuary, may and shall if the maintenance of equity on the

whole between QAL Wages Fund Current Members so requires, adjust,

subject to Superannuation Law, any benefit which is or may become

payable to or in respect of any person whom the Trustee may consider is

affected by such reduction to such extent and in such manner as the

Trustee may consider appropriate and equitable on the basis that the

Trustee's obligations to the QAL Members and Spouse Account Members

of QAL Members is limited to the QAL Assets.

(3)

Any adjusted benefit determined in respect of a person under this Clause 13A may

be provided in such manner and form, by way of such arrangements and subject to

such conditions as the Trustee may think fit either generally or in any particular

case, and shall be in lieu of and in full satisfaction of any benefit which would or

might have been or become payable from the Fund but for the operation of this

Clause 13A.

(4) With the approval of the Trustee and subject to such conditions as the Trustee may

impose, a QAL Employer may revoke or vary any notice given by that QAL

Employer pursuant to Clause 13A(1), in such event and subject to such conditions,

the Trustee (after obtaining the advice of the Actuary) may and shall if the

lrhm A01 35845339v4 120578335 18.5.2016 Page 58


maintenance of equity on the whole between QAL Wages Fund Current Members

so requires, adjust the rights, obligations and benefits of the persons whom the

Trustee may consider to be affected by such revocation to such extent and in such

manner as the Trustee may consider appropriate and equitable on the basis that

the Trustee's obligations to the QAL Members, and the Spouse Account Members

of QAL Members, is limited to the QAL Assets.

(5) In this Clause 13A:

QAL Expenses means the costs and expenses of and incidental to the operation,

management, administration and investment of the Fund, being costs and

expenses which in the opinion of the Trustee (having regard to the advice of the

Actuary) are referable to the QAL Members and the Spouse Account Members of

QAL Members or to the termination of a QAL Employer's participation in the Fund.

QAL Wages Fund Current Members means a QAL Wages Fund Member who

last became a Member of the QAL Wages Fund before 17 June 1994 or a person

claiming under such a Member.

Salary has the meaning given to it under Rule C.2 of Schedule 3 (in the case of a

QAL Wages Fund Member) or Rule D.2 of Schedule 4 (in the case of a QAL Staff

Fund Member).

13B. Winding Up, Dissolution or Cessation of Business of QAL Employers

(1) If:

(a) where a QAL Employer is or includes a body corporate, a resolution is

passed or an order is made for the winding up of that body or a scheme or

arrangement providing for the dissolution of that body is approved by a

court;

(b) where a QAL Employer is or includes a partnership, that partnership is

dissolved;

(c) where a QAL Employer is or includes a natural person or natural persons,

that person or any of those persons becomes bankrupt; or

(d) a QAL Employer ceases to carry on business for any reason,

then the Trustee may enter into an agreement with any person which the Trustee

may consider succeeds the QAL Employer in business for that successor to take

the place of the QAL Employer (as QAL Principal Employer or an Associated

Employer, as the case may require) under this Deed or the Rules PROVIDED

THAT, if the QAL Employer concerned is the QAL Principal Employer, the Trustee,

with the consent of the Principal Employer, may agree with another QAL Employer

for it to assume the office of QAL Principal Employer and agree with the relevant

successor for that successor to become an Associated Employer. Such an

agreement shall be in a form acceptable to the Trustee and shall be binding on all

interested persons.

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(2) If an event provided for in Clause 13B(1) occurs in relation to a QAL Employer

other than the QAL Principal Employer but no agreement is entered into as

provided in that Clause within 90 days (or such other period as the Trustee may

think fit) after the date the relevant event occurred, the Trustee shall be deemed to

have received on the last day of such period a notice from the QAL Employer

pursuant to Clause 13A that it had decided to terminate all of its payments to and

in respect of the Fund with effect on that last day.

(3) If an event provided for in Clause 13B(1) occurs in relation to the QAL Principal

Employer but no agreement is entered into as provided in that Clause within 90

days (or such other period as the Trustee may think fit) after the date the relevant

event occurred, the provisions of Clause 13A shall apply as if the Trustee had

received on the last day of such period a notice from each Employer pursuant to

Clause 13A that it had decided to terminate all of its payments to and in respect of

the Fund with effect on that last day.

(4) Without limiting the foregoing provisions of this Clause 13B, by the execution of an

appropriate instrument or instruments (in a form acceptable to the existing QAL

Principal Employer, the proposed QAL Principal Employer, the Principal Employer

and the Trustee) the person for the time being holding the office of QAL Principal

Employer may be replaced in that office by another person.

13C. Excess or Insufficiency of QAL Assets

Subject to Superannuation Law, the Trustee may, on the advice of the Actuary and with the

approval of the QAL Principal Employer, and shall on the request of the QAL Principal

Employer with the consent of the Principal Employer:

(a) deal with any surplus or deficiency in the QAL Assets by increasing or decreasing

the rates of contributions;

(b) deal with that portion of any surplus or deficiency in the QAL Assets which, in the

opinion of the Trustee (having regard to the advice of the Actuary), is referable to

the QAL Wages Fund Members, and the Spouse Account Members of QAL Wages

Fund Members, by increasing or decreasing the rates of benefits or pensions

(whether vested or prospective) or in any other manner; or

(c) deal with that portion of any surplus in the QAL Assets which, in the opinion of the

Trustee (having regard to the advice of the Actuary), is referable to the QAL Staff

Fund Members and the Spouse Account Members of QAL Staff Fund Members by

increasing the rates of benefits or pensions (whether vested or prospective).

14. Termination of Fund

(1) If the Principal Employer shall from any cause whatsoever cease to carry on

business or an order be made or an effective resolution passed for the winding up

of the Principal Employer (unless such winding up shall be for the purposes of

reconstruction or amalgamation and the new organisation then formed shall have

lrhm A0135845339v4 120578335 18.5.2016 Page 60


the necessary power and shall agree with the Trustee to take the place of the

Principal Employer in the Fund) the Fund shall from the date of the happening of

such event (the Termination Date) be dissolved and all moneys and other assets

of the Fund after payment of any expenses incurred by the Fund in the execution

of this shall be distributed by the Trustee after obtaining the advice of the Actuary

in the provision to the extent that such assets permit first of benefits which became

payable from the Fund prior to the Termination Date including contingent benefits

payable pursuant to Clause 6(2) secondly of the benefits to which Members who

are Employees would have been entitled had they voluntarily left the employ of the

Employer on the Termination Date thirdly of further benefits for Members and their

Dependants having regard to their rights accrued at the Termination Date and

fourthly to the extent that any balance of such assets remains for the purpose of

additions to the benefits under each of the preceding provisions in such manner as

the Trustee shall determine PROVIDED THAT the benefits shall be in such form

and shall be provided by such arrangements as the Trustee shall determine and

every person shall accept the benefits allotted to him by the Trustee in full

discharge of all claims in respect of the Fund and shall have no further claims

whatsoever in respect of any rights or benefits under this Deed or the Rules or

otherwise in connection with or arising out of the Fund and all decisions of the

Trustee in respect of any benefit shall be final and conclusive AND PROVIDED

FURTHER THAT the Trustee's obligations and liabilities to pay benefits to or in

respect of the QAL Members, and the Spouse Account Members of QAL Members,

is limited to the QAL Assets.

(2) Notwithstanding anything expressed or implied to the contrary in Clause 14(1) if

the Principal Employer ceases to carry on business or an order is made or an

effective resolution is passed for the winding up of the Principal Employer the other

Employers may with the approval of the Trustee agree between them that in lieu of

effecting a dissolution of the Fund pursuant to Clause 14(1) one of their number

shall take the place of the Principal Employer for the purposes of this Deed or the

Rules.

15. Deductions from Benefits

Subject to this Deed and the Rules the Trustee shall deduct from the moneys which but for

this Clause would be payable to or for the benefit of a Member or any person claiming

through or under the Member and shall pay to the Principal Employer or any Associated

Employer (as the case requires) any amount which that Employer certifies is owing to it by

the Member either solely or jointly or severally with any other person.

16. Proof of Qualification

Any person appearing purporting or claiming to be qualified or entitled to any benefit under

the Fund shall on request produce to the Trustee or to its order such evidence, do such

acts and execute such documents as the Trustee or its order may require. Failure to

comply with this Clause 16 shall entitle the Trustee to suspend payment of the benefit or

lrhm A0135845339v4 120578335 18.5.2016 Page 61


the consideration of the claim thereto as the case may be until the requirements of this

Clause 16 are complied with. The responsibility shall rest upon each of such persons to

lodge with the Trustee his claim to any benefit under the Fund, and if at the expiration of

two years after any such claim could first have been lodged with the Trustee it has not

been so lodged or if the existence, identity and whereabouts of any such person are not by

then sufficiently and satisfactorily known to the Trustee (whether or not attempts have been

made to establish the same) the relevant benefit shall cease to be payable under this Deed

or the Rules and it shall be retained in the Fund for the general purposes of the Fund but

notwithstanding anything expressed or implied to the contrary in this Deed or the Rules the

Trustee shall have the power in its discretion to pay or cause to be paid the relevant benefit

in whole or in part at a later date to the person concerned.

17. Transfer from Employ of one Employer to Employ of Another or

Transfer to an Overseas Associated Employer

(1) If a Member of the Fund transfers from the employ of one Employer to the employ

of another Employer participating in the Fund he shall notwithstanding anything

expressed or implied to the contrary in this Deed or the Rules remain a Member of

the Fund and that transfer of employment shall not be deemed to be leaving the

employ of the Employer for the purposes of this Deed and the Rules.

(2) If a Member is transferred from the employ of the Employer to the employ of an

employer which is declared by the Principal Employer to be an overseas associate

of the Principal Employer or of an Associated Employer (an Overseas Associated

Employer) the Trustee may notwithstanding anything expressed or implied to the

contrary in this Deed or the Rules deem that transfer of employment not to be

leaving the employ of the Employer for the purposes of this Deed and the Rules

and in this event the Trustee shall either:

(a) arrange for the continuation of contributions to the Fund by and/or in

respect of the Member and in this event the aforesaid Overseas

Associated Employer shall be deemed to be an Employer for the purposes

of this Deed and the Rules;

or

(b) arrange for the Member to continue his membership of the Fund provided

that contributions to the Fund by and in respect of the Member shall cease

while he remains in the employ of an Overseas Associated Employer and

the Trustee shall from time to time after obtaining the advice of the Actuary

adjust the benefits payable in respect of the Member pursuant to this Deed

and the Rules and the other terms and conditions of his membership in

such manner as it considers appropriate; or

(c) arrange for payment from the Fund to an Approved Benefit Arrangement

established for employees of the aforesaid Overseas Associated Employer

of an amount equal to the actuarial reserve held in the Fund in respect of

the Member (as determined by the Actuary) and upon such payment being

lrhm A0135845339v4 120578335 18.5.2016 Page 62


effected all interest of whatsoever nature of that Member in the Fund shall

cease and the Trustee shall thereby be released and discharged

accordingly from all further liability in respect of that Member and neither

the Trustee nor any Employer shall be in any way responsible for the

payment or disposal by the Trustee of or other person responsible for the

said Approved Benefit Arrangement of the amount so paid.

18. Transfers from Other Funds

(1) Subject to this Deed and the Rules the Trustee may with the approval of the

Employer make or carry into effect an arrangement with the trustees or other

person responsible for an Approved Benefit Arrangement or any person who is a

participant or former participant in an Approved Benefit Arrangement whereby

money and other assets shall be paid and transferred to the Fund and such person

shall if he is not already a Member be admitted as a Member and shall be granted

such rights to benefits additional to the benefits otherwise provided under this

Deed and the Rules or in lieu of the benefits otherwise provided under this Deed

and the Rules as shall be determined by the Employer after obtaining the advice of the Actuary PROVIDED THAT any rights to benefits granted pursuant to the

foregoing provisions shall be subject to the terms and conditions of any

undertaking the Trustee is required to give to the trustees of or other person

responsible for the said Approved Benefit Arrangement and that the terms and

conditions of any such undertaking shall not be set aside by any alterations

additions or deletions made to this Deed or the Rules.

(2) Subject to this Deed and the Rules the Trustee may with the approval of the

Employer make or carry into effect an arrangement with the trustees of or other

person who is entitled to benefits under an Approved Benefit Arrangement

whereby money and other assets shall be paid and transferred to the Fund and the

Trustee shall agree to provide benefits to or in respect of such person on such

terms and conditions as shall be determined by the Trustee and the Employer

PROVIDED THAT any benefits granted pursuant to the foregoing provisions shall

be subject to the terms and conditions of any undertaking the Trustee is required to

give to the trustees of or other person responsible for the said Approved Benefit

Arrangement and that the terms and conditions of any such undertaking shall not

be set aside by any alterations, additions or deletions made to this Deed or the

Rules.

19. Transfers to Other Funds

(1) Subject to this Deed and the Rules if a Member shall cease to be in the employ of

the Employer and within a period of three months of the date of such cessation of

employment or within such further period as is approved by the Trustee the

Member becomes a participant in or eligible to participate in an Approved Benefit

Arrangement the Trustee may with the consent of the Member and subject to such

conditions as the Trustee may decide and in lieu of paying any benefit under this

lrhm A01 35845339v4 120578335 18.5.2016 Page 63


Deed and the Rules pay or transfer to or towards such Approved Benefit

Arrangement to be applied for the benefit of that Member such moneys and other

assets as the Employer shall determine in respect of the membership or

memberships in the Fund being transferred but being not less in value than the

benefit or total benefits which that Member would have received pursuant to the

provisions of this Deed and the Rules in respect of that membership or those

memberships (as the case may be) and:

(a) in the case of the Member's entitlement under Schedule 1 (if any) — being

not more than the Member's Accumulation Account Balance;

(b) in the case of the Member's entitlement under Schedule 2 (if any) — being

not more in value than an amount equal to the actuarial reserve held in the

Fund in respect of that Member (as determined by the Actuary);

(c) in the case of the Member's entitlement under Schedule 3 (if any) — being

such portion of the QAL Assets as in the opinion of the Trustee (having

regard to the advice of the Actuary) is just and equitable; and

(d) in the case of the Member's entitlement under Schedule 4 (if any) — being

not more than the Member's QAL Equitable Share.

(2) Subject to this Deed and the Rules, if a Member becomes a participant in an

Approved Benefit Arrangement operated for the benefit of any Employees or if a

Member remains in the employ of an Employer but ceases to be a person who is

classified as an Employee for the purposes of this Deed or the Rules the Employer

may notwithstanding the provisions of Clause 13 or Clause 13A forthwith terminate

or reduce its contributions to the Fund in respect of that Member and may require

the Member to terminate or reduce his contributions to the Fund and in the event of

any termination or reduction of contributions to the Fund as aforesaid the Trustee

shall after obtaining the advice of the Actuary make such adjustments to the

benefits of the Member as the Trustee deems appropriate and those adjusted

benefits shall be substituted for the benefits otherwise provided under this Deed or

the Rules and the provisions of this Deed and the Rules shall apply mutatis

mutandis to those adjusted benefits PROVIDED THAT in the event of termination

as aforesaid of both the Employer's and the Member's contributions to the Fund for

a Member who has become a participant in an Approved Benefit Arrangement the

Trustee shall if directed by the Employer (and in lieu of adjusting the Member's

benefits as aforesaid) pay or transfer to or towards the said Approved Benefit

Arrangement moneys and other assets of a value equal to:

(a) in the case of the Member's entitlement under Schedule 1 (if any) — the

Member's Accumulation Account Balance;

(b) in the case of the Member's entitlement under Schedule 2 (if any) — the

actuarial reserve held in the Fund in respect of that Member (as

determined by the Actuary);

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(c) in the case of the Member's entitlement under Schedule 3 (if any) — such

portion of the QAL Assets as in the opinion of the Trustee (having regard to

the advice of the Actuary) is just and equitable;

(d) in the case of the Member's entitlement under Schedule 4 (if any) — an

amount agreed or determined in a manner agreed between the Trustee

and the QAL Principal Employer but not exceeding the Member's QAL

Equitable Share; and

(e) in the case of the Member's other entitlements under the Fund (if any)

which are being transferred — the amount of those entitlements as at the

date of such transfer,

to be applied by the trustee of or other person responsible for the said Approved

Benefit Arrangement for the benefit of that Member.

(3)

If an Employer enters into an arrangement to sell or otherwise transfer any part of

its operations to an employer who is not participating in the Fund (the New Employer) and pursuant to this arrangement any Member ceases to be in the

employ of the Employer and enters the employ of the New Employer the Trustee

may with the written consent of such Member and subject to such conditions as the

Trustee may decide and in lieu of paying any benefit under this Deed or the Rules

pay or transfer to or towards an Approved Benefit Arrangement for the benefit of

any employees of the New Employer moneys and other assets of a value equal to:

(a) in the case of the Member's entitlement under Schedule 1 (if any) — the

Member's Accumulation Account Balance;

(b) in the case of the Member's entitlement under Schedule 2 (if any) — the

actuarial reserve held in the Fund in respect of that Member (as

determined by the Actuary);

(c) in the case of the Member's entitlement under Schedule 3 (if any) — such

portion of the QAL Assets as in the opinion of the Trustee (having regard to

the advice of the Actuary) is just and equitable;

(d) in the case of the Member's entitlement under Schedule 4 (if any) — an

amount agreed or determined in a manner agreed between the Trustee

and the QAL Principal Employer but not exceeding the Member's QAL

Equitable Share; and

(e) in the case of the Member's other entitlements under the Fund (if any)

which are being transferred — the amount of those entitlements as at the

date of such transfer,

to be applied by the trustee of or other person responsible for the said Approved

Benefit Arrangement for the benefit of that Member.

(4) Notwithstanding anything expressed or implied to the contrary in this Clause 19 but

subject to the other provisions of this Deed or the Rules, in the case of a Member

(a Deferred Beneficiary) who is entitled to receive a Preserved Benefit (as defined

below) or who would be so entitled if he left the employ of the Employer, in lieu of

lrhm A01 35845339v4 120578335 18.5.2016 Page 65


(5)

providing all or part of that benefit from the Fund the Trustee shall if so directed by

the Principal Employer but without obtaining the consent of the Deferred

Beneficiary pay or transfer to or towards an Approved Benefit Arrangement in

which the Deferred Beneficiary participates or is eligible to participate and which is

nominated or approved by the Principal Employer an amount representing the

value of that benefit, as determined by the Trustee after obtaining the advice of the

Actuary. For the purposes of this Clause 19(4), Preserved Benefit means:

(a) in relation to a Member who last became a Member before the twentieth

day of March 1989 (the Change Date), the amount by which any benefit

provided for under the provisions governing the Fund before the Change

Date is increased as a result of, or the amount of any new benefit arising

as a result of:

(i) any amendment or addition to this Deed or the Rules which

required the consent or approval of an Employer and which is

made by a deed or resolution executed or made on or after the

Change Date, including the amending deed which introduced this

definition;

(ii) any transfer into the Fund pursuant to Clause 18 with effect on or

after the Change Date which required the consent or approval of

an Employer; or

(iii) the exercise of a power, right, discretion or authority by an

Employer with effect on or after the Change Date, including a

power, right, discretion or authority exercisable under the

provisions governing the Fund before the Change Date; or

(b) in relation to any other Member, any benefit whatsoever and whensoever

arising,

being in any case, a benefit which the Trustee considers needs to be deferred or

preserved in order to comply with Clause 8(5).

Upon such a payment or transfer being effected, all interest of whatsoever nature

of that Member in respect of the said benefit shall cease and the Trustee shall

thereby be released and discharged accordingly from all further liability in respect

of that Member in relation to that benefit and neither the Trustee nor any Employer

shall be in any way responsible for the payment or disposal by the trustee of or

other person responsible for the said Approved Benefit Arrangement of the amount

so paid or transferred.

The Trustee shall:

(a) upon the request of a Member, comply with Superannuation Law in relation

to the transfer to an Approved Benefit Arrangement of all or part of a

Member's benefits in the Fund;

(b) have the power, subject to Superannuation Law, to determine and charge

from time to time a fee to cover the costs associated with a transfer made

under this Clause 19(5). Unless the Member pays the fee by another

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payment method acceptable to the Trustee, the Trustee shall have power

to deduct the fee from the amount to be transferred in respect of the

Member; and

(c) subject to Superannuation Law, debit the Member's accounts in the Fund

with the amount transferred together with any fee or otherwise adjust the

remaining benefits (if any) payable to or in respect of the Member in such

manner as the Trustee thinks fit to take account of the amount transferred

under Clause 19(5)(a).

20. Trustee

(1) Eligibility

The Trustee shall be a Constitutional Corporation.

(2) Compliance with Superannuation Law

The Principal Employer and the Trustee shall each take such action as they

consider necessary and appropriate to ensure that the Trustee is constituted in a

manner which complies with Superannuation Law including, without limitation,

appropriate action in respect of the Memorandum and Articles of Association of the

Trustee and the appointment and composition of, and filling of vacancies on, the

board of directors of the Trustee.

(3)

Termination of Trusteeship

A Trustee for the time being shall hold office until the earliest of:

(a) its retirement from that office by giving 60 days' written notice to the

Principal Employer (or such lesser period as the Principal Employer may

agree); or

(b) it becoming a Disqualified Person or otherwise disqualified from office by

operation of law.

(4) Retirement of Trustee

(a) If the office of Trustee becomes vacant the Principal Employer shall,

subject to Superannuation Law, by deed appoint another Constitutional

Corporation to act as Trustee in accordance with this Clause 20.

(b) Upon termination of office under Clause 20(3), the Trustee shall, subject to

Clause 20(5), be deemed to be discharged from the trusts of this Deed and

the Rules and the duties and obligations of a Trustee under this Deed and

the Rules at the time and on the date of termination of office.

(c) Upon termination of office under Clause 20(3), the Trustee shall thereupon

deliver, sign and execute all such things, papers, records, writings,

documents, deeds and other property as may be necessary or desirable to

give proper effect to such retirement from office and the transfer or

assignment to, or otherwise the vesting of the assets of the Fund in, the

new Trustee.

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(5) Antecedent Breach by Trustee

Nothing contained in this Deed or the Rules shall relieve a Constitutional

Corporation which ceases to be Trustee from liability for any antecedent breach of

trust for which it would otherwise be liable.

(6) The Trustee may enter into and execute all contracts, deeds and documents and

do all acts, matters and things which it may deem expedient for the purpose of

securing the benefits to be provided by or from the Fund and for otherwise

effectuating and carrying out the trusts, authorities, powers and discretions

conferred upon the Trustee by this Deed or the Rules.

(7) The Trustee may open and operate on such bank accounts as it thinks desirable

and all cheques and other negotiable or transferable instruments and all receipts

for money paid to the Fund shall be signed, drawn, accepted, endorsed or

otherwise executed in such manner as the Trustee may from to time determine.

(8) The Trustee in the exercise of the authorities, powers and discretions conferred

upon it by this Deed and the Rules shall have an absolute and uncontrolled

discretion and may exercise or enforce all or any of its authorities, powers and

discretions from time to time and at any time or may refrain from exercising all or

any of the same from time to time or at all.

(9) No director or officer of the Principal Employer or of any Associated Employer or of

the Trustee shall by virtue of his office or of powers being delegated by the Trustee

to him be disqualified from being a Member of the Fund or from exercising any

rights or deriving any benefits as a Member and a director of the Trustee who is or

is about to become a Member may be counted in a quorum and vote at any

meeting of the directors of the Trustee when the directors are exercising powers

pursuant to this Deed and the Rules and may attest the affixing of the common

seal of the Trustee notwithstanding that he is interested in the matter.

(10) Without in any way limiting the generality of the powers of the Trustee apart from

this Clause 20(10) the Trustee may from time to time establish one or more

committees each consisting of not less than two persons which shall perform such

duties and have such authorities, powers and discretions as the Trustee may from

time to time determine or think fit to delegate. The Members of any such

committee shall be removable from office by the Trustee at any time. The Trustee

may from time to time prescribe rules for or otherwise regulate the conduct of any

such committee which shall at all times be and remain subject to and conform with

any directions by the Trustee. The Trustee shall not be liable or responsible for

any act, omission, error of judgement, negligence or breach of trust of any

committee or of any Member of any committee and shall not be bound to take

proceedings against any committee or any Member of any committee in respect

thereof.

(11) The Trustee shall not be liable for any loss which may be sustained by the Fund or

by any Member or former Member or person claiming through or under a Member

or former Member whether resulting from negligence or otherwise unless that loss

is caused by its own wilfully and knowingly being a party to a breach of trust. No

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Member of a committee or director or officer of the Trustee shall be liable for any

loss so sustained whether resulting from his negligence or otherwise unless that

loss is caused by his own wilfully and knowingly being a party to a breach of trust.

A Member of any committee and any director or officer of the Trustee shall be

indemnified and reimbursed out of the Fund for any costs, expenses, claims and

damages which he may pay or incur in or about the administering of the trusts of

this Deed or the Rules. To the extent that the amount in the Fund is inadequate to

indemnify and reimburse any such person he shall be indemnified and reimbursed

by the Principal Employer and the Associated Employers in such proportions and

in such manner as the Principal Employer shall determine. This Clause 20(11) is

subject to Superannuation Law. Accordingly, any exemption from, or

indemnification against, liability provided in this Deed or the Rules shall not apply

to the extent prohibited by Superannuation Law.

(12) The Trustee may make such deductions, adjustments and provisions as the

Trustee considers appropriate in taking account of any tax or other governmental

impost which, in the opinion of the Trustee, is or may become payable in relation to

or is attributable to the Fund or the payment or transfer of any money or property to

or from the Fund, and may pay any such tax or other impost to the relevant

authority.

(13) The Trustee shall comply with any applicable requirement of Superannuation Law

regarding the keeping and retention of records of the transactions and operations

of the Fund.

21. Delegation by Trustee

(1) In addition to the authorities, powers and discretions conferred by law the Trustee

may delegate to any one or more persons, firms or companies on such terms as

the Trustee may think fit any of the authorities powers and discretions conferred

upon it by this Deed or the Rules. The Trustee shall not be liable or responsible for

any act, omission, error of judgment, negligence or breach of trust of the persons

firms or companies to whom such delegation is made and shall not be bound to

take any proceedings against any persons, firms or companies in respect thereof.

(2) Without in any way limiting the generality of the power conferred on the Trustee

under Clause 21(1) of this Clause the Trustee shall have power to appoint from

time to time such one or more eligible corporations as it may think fit to act either

as Custodian Trustee or Custodian Trustees or Investment Manager or Investment

Managers or both subject to such conditions as the Trustee may from time to time

determine and may delegate to and confer upon each such Custodian Trustee or

Investment Manager such authorities, powers and discretions as the Trustee may

think fit. The Trustee shall not be liable or responsible for any act, omission, error

of judgment, negligence or breach of trust of any such Custodian Trustee or

Investment Manager and shall not be bound to take proceedings against any

Custodian Trustee or Investment Manager in respect thereof. The Trustee shall

also have power to remove from time to time any such Custodian Trustee or

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Investment Manager. No such Custodian Trustee or Investment Manager shall be

entitled to take any part in the proceedings or deliberations of the Trustee.

(3)

The powers of investment selling getting in variation and transposal referred to in

Clause 26 shall be exercised and carried out either by the Trustee or by one or

more Custodian Trustees or Investment Managers or partly by one and partly by

the other or others and by such methods as the Trustee may from time to time

determine.

22. Advice to Trustee

The Trustee may 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 has been obtained by it) and shall not be liable or responsible for any loss

occasioned by so acting in good faith.

23. Accounts and Audit

(1) The Trustee shall appoint an Auditor to the Fund, being an Auditor qualified to

provide audit services in relation to the Fund in accordance with the applicable

requirements under Superannuation Law regarding the audit of superannuation

funds. The appointment of the Auditor shall be on such terms as the Trustee may

think fit and the Trustee may remove such a person at any time and appoint

another such qualified person as Auditor.

(2) The Trustee shall maintain or cause to be maintained such records and accounts

and in such form as shall be necessary to satisfy this Deed or the Rules and any

applicable requirement under Superannuation Law and the Trustee may maintain

or cause to be maintained such other records and accounts as the Trustee

considers to be necessary or expedient. The records and accounts of the Fund

shall be audited by the Auditor within such period after the end of each year of

income of the Fund as the Trustee shall determine having regard to any applicable

requirement under Superannuation Law and at any other time which the Trustee

may determine in order to ensure compliance with such a requirement. The

Auditor shall have access to all papers, accounts and documents connected with

the Fund and shall certify to the Trustee the result of such audit in writing.

(3) The Auditor shall be remunerated out of the Fund.

24. Actuarial Requirements

(1) The Trustee shall appoint an Actuary to the Fund, being:

(a) a person who is an actuary within the terms of the Life Insurance Act 1945

or who is otherwise acceptable as an actuary under and for the purposes

of the applicable provisions of Superannuation Law regarding who may

provide actuarial advice and reports in relation to a superannuation fund (a

qualified actuary);

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(b) a firm a member of which is a qualified actuary; or

(c) a company which employs or engages a qualified actuary for the purpose

of providing actuarial advice,

whose appointment to such office is approved by the Principal Employer. Such

appointment shall be on such terms as the Trustee may think fit and the Trustee

may remove any such person, firm or company from such office and in accordance

with the provisions of this Clause 24(1) appoint another person, firm or company to

such office.

(2) At intervals of not more than 3 years, as determined by the Trustee, the Trustee

shall cause the Actuary to investigate the Fund and to provide a written report to

the Trustee on the results of such investigation within 12 months (or such longer

period as the Trustee may allow, having regard to any applicable requirement

under Superannuation Law) after the date as at which such investigation is made,

being in each case an investigation and a report which complies with any

applicable requirements under Superannuation Law and any other requirements

determined by the Trustee. The Trustee shall provide a copy of each such written

report to the Principal Employer as soon as practicable after receipt of it from the

Actuary.

(3) The Actuary shall be remunerated out of the Fund.

25. Appointment of Secretary

The Trustee may appoint a Secretary to the Fund. Any such Secretary shall be a person

partnership company organisation or association (whether incorporated or otherwise) who

is nominated by the Trustee and approved by the Principal Employer and may be an officer

of any of the Employers or the Trustee. Any such appointment shall be on such terms as

the Trustee may think fit and the Trustee may remove any such Secretary and may in

accordance with the provisions of this Clause appoint another in his stead. Any such

Secretary shall perform such duties and have such powers as the Trustee may from time to

time determine.

26. Investment of Fund and Additional Powers of Trustee

(1) Subject to this Deed and the Rules the Trustee may from time to time and in the

name of or under the control of the Trustee or in the name of any nominee or by or

through a Trustee (whether or not such nominee or trustee shall be a nominee or

Trustee for the Trustee alone or for the Trustee and other persons) selected by the

Trustee invest the whole or any part or parts of the moneys or assets of the Fund

not required for any other purpose in any investment or manner of investment

(whether involving liability or not) which the Trustee considers to be a suitable

investment or manner of investment for the Fund including but without limiting the

generality of the foregoing in any one or more of the following:

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(a) any investment from time to time authorised by the laws of the

Commonwealth of Australia or any of its States or Territories for the

investment of trust moneys;

(b) on deposit with any trading or savings bank in Australia or with any dealer

authorised or approved by the Reserve Bank of Australia to operate in the

official short term money market, or with any firm or company (including

any one or more of the Employers) either with or without security;

(c) in the acquisition by original subscription or by purchase or otherwise of

fully or partly paid shares, stock, stock options, debenture stock, bonds,

notes (secured or unsecured) or other securities or obligations howsoever

called in or of any company (including any one or more of the Employffs);

(d) in the acquisition or purchase of units, sub-units or other fractional interests

howsoever called whether divided or undivided in or of any unit trust

(whether fixed or flexible) or other scheme in the nature of a unit trust;

(e) in the acquisition or purchase of any property (whether real or personal) or

any interest in property whether or not such property is subject to any

mortgage or charge and notwithstanding that such property or interest in

property may be acquired or purchased for the profit which may be

expected whether from resale or otherwise and that such property or

interest in property is not producing income at the date it is acquired or

purchased;

(f) in mortgages over freehold or leasehold property either by direct loan or by

purchase at a discount or otherwise of existing mortgages;

(g) in the acquisition or purchase of any commodity or currency futures

whether buyers' or sellers' futures and in the acquisition or purchase of

future personal rights to cash adjustment calculated by reference to

changes in any interest rate or index of the value of shares or securities

listed for sale on any stock exchange;

and the Trustee may vary or transpose or convert any such investments into or for

another or others of the investments hereby authorised.

(2) Subject to this Deed and the Rules the Trustee may underwrite or sub-underwrite

or join with others in underwriting or sub-underwriting the subscription of any of the

investments authorised by Clause 26(1) and may in the exercise of its power of

delegation under Clause 21(1) give to any Investment Manager appointed pursuant

to Clause 21(2) general authority to enter into and carry out underwriting or sub-

underwriting agreements and the like whether for the Fund alone or for the Fund in

conjunction with other funds and institutions.

(3) Subject to this Deed and the Rules without in any way limiting the generality of the

powers vested in the Trustee hereby or by the law of the State of Victoria the

Trustee shall have the following additional powers and may exercise all or any of

such additional powers at any time and from time to time and to such extent as

may seem to the Trustee to be desirable:

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(a) to acquire any of the investments referred to in Clause 26(1) alone or in

partnership or association with any person, firm or corporation;

(b) to institute, prosecute and execute legal proceedings of any kind in any

court including but not limited to proceedings to recover possession of any

property or to sue for and recover rent or damages or to enforce any

contract with power to abandon, settle, compromise and release any such

proceedings when deemed expedient;

(c) to pay and discharge out of the Fund such moneys as the Trustee may

think proper to expend in repairing, painting, altering, rebuilding, improving

and generally maintaining any property (whether freehold or leasehold) or

premises for the time being comprising part of the Fund and all rates,

taxes, costs, charges, insurance premiums, expenses and outgoings of

whatever nature payable in connection with the maintenance, upkeep and

management of such property or premises;

(d) to lease or sub-lease any property (whether real or personal) comprising

the Fund or any part or parts of it for such period or periods at such rent or

rents and with such powers, rights and privileges and subject to such terms

conditions and stipulations as the Trustee may consider expedient and to

accept surrenders of or otherwise determine such leases or sub-leases;

(e) to sell or otherwise dispose of any property comprising the Fund or any

part or parts of it at such price or prices and upon such terms, conditions

and stipulations and subject to such restrictions or rights and in such

manner and by such means as the Trustee may consider expedient and

upon any such sale or apart from such sale to grant easements and other

rights;

(f) subject to Superannuation Law to borrow or raise money for the purposes

of the Fund (including the making of investments to be held as part of the

Fund) as the Trustee thinks fit and to secure the repayment of such money

and any interest on it by charge or mortgage of all or any property

comprised in the Fund;

(g) to guarantee and to give indemnities in respect of any obligation assumed

or undertaken or to be assumed or undertaken by a nominee or Trustee

selected by the Trustee pursuant to Clause 26(1) in connection with any

investment hereby authorised made or to be made by the Trustee in the

name of such nominee or by or through such Trustee and to secure any

such guarantee or indemnity by charge or mortgage of all or any part of the

property comprised in the Fund PROVIDED THAT where such nominee or

Trustee holds or will hold such investment for the Trustee and other

persons the guarantee or indemnity given or granted by the Trustee

pursuant to this Clause 26(1)(g) shall not exceed the liability attaching to

the Trustee's proportionate interest in the investment held or to be held by

the nominee or Trustee as aforesaid;

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(h) to give all such undertakings and enter into such contracts and incur all

such obligations relating to the Fund or any part or parts of it as the

Trustee thinks fit;

(i) to employ such managers, staff and servants and engage such contractors

and professional services as may be considered necessary or desirable;

(j) to effect policies of insurance or assurance to provide for all or any part of

the benefits which may become payable from the Fund and to pay out of

the Fund all premiums under such policies and to surrender, vary or assign

or otherwise deal with any such policy as the Trustee thinks fit;

(k) to give proxies and powers of attorney (with or without powers of

substitution) and appoint representatives for voting or acting on behalf of

the Trustee in relation to any property comprising part of the Fund;

to add interest to any lump sum benefit or any other benefit (including,

without limitation, a benefit payable under Clause 19) the payment of which

has been delayed or postponed for such period or periods and at such rate

or rates during that or those periods and on such basis and subject to such

terms and conditions as the Trustee shall from time to time determine but

subject to Superannuation Law. The Trustee may exercise its power under

this Clause in relation to benefits or Members generally or in relation to one

or more particular classes of benefits or Members or in relation to one or

more particular benefits or Members. A rate or rates determined under this

Clause must not be negative.


Rules, the moneys and assets of the Fund shall be invested in such manner and

form and subject to such conditions as will, in the opinion of the Trustee, ensure

that the Fund complies with any applicable requirements under Superannuation

Law regarding the investment of the assets of and borrowings by superannuation

funds and the Trustee may take such actions as it considers necessary or

expedient in order to ensure compliance with such requirements. Without limiting

the generality of the foregoing, the Trustee shall take such actions as are

necessary in order to comply with the applicable requirements under

Superannuation Law regarding:

(a) loans from a superannuation fund to any of its Members;

(b) the making of superannuation investments on an arms-length basis; and

(c) the circumstances in which and the basis upon which the Trustees of a

superannuation fund may borrow.

26A. Sub-Fund and Investment Pools

(1) Subject to, and in accordance with, Superannuation Law the Trustee shall have

power to invite Participants to give directions to the Trustee in relation to the

investment strategy to be followed by the Trustee in relation to the investment of a

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particular asset or assets of the Fund. The Trustee may offer, and permit

Participants to select, one or more investment strategies for this purpose.

(2) For the purpose of giving effect to a direction from Participants under Clause

26A(1) the Trustee need not make any change to the composition of the

investments of the Fund and may determine the basis of calculation of the benefits

attributable to the Participants by reference to a notional sub-fund or investment

pool created in accordance with Clause 26A(3)(b).

(3) In order to enable the Trustee to give effect to the intentions of Clauses 26A(1) and

(2), the Trustee shall have power to:

(a) comply with any requirement or provision of Superannuation Law relating

to the making of a choice of investment strategies available to Participants

(b) create in such manner (including notionally) as the Trustee thinks fit one or

more sub-funds or investment pools in respect of one or more Participants

so as to enable the Trustee to calculate the investment performance of any

of the investment strategies available to Participants;

(c) invest the assets of each sub-fund or investment pool created under

Clause 26A(b) separately from the assets of the other sub-funds,

investment pools or other assets of the Fund; and

(d) do such other acts and things as may in the opinion of the Trustee be

necessary or desirable in order to give effect to the intention of this Clause

26A.

27. Admission and Release or Liquidation of Associated Employers

(1) The Trustee may with the approval of the Principal Employer enter into an

agreement in the form or to the effect of that set out in Schedule 9 (subject to any

special terms which may be prescribed by the Principal Employer for inclusion in

the agreement) with any company partnership organisation or association (whether

incorporated or otherwise) which the Principal Employer deems it is desirable and

convenient to include in the Fund for that company partnership organisation or

association to become an Associated Employer and such of the Employees of that

Associated Employer as become eligible as provided in this Deed or the Rules

shall be eligible to participate in the Fund.

(2) The Trustee shall at the request of the Principal Employer release an Associated

Employer and its Employees who are Members from participation in the Fund as

from a date to be determined by the Trustee upon such terms and conditions as

the Trustee shall determine, in which case the interest in the Fund of such

Associated Employer and its Employees who are Members and their Dependants

and persons claiming through or under such Employees shall be determined by the

Trustee after obtaining the advice of the Actuary and dealt with in such manner as

the Trustee and such Associated Employer shall consider equitable taking into

account each Member's period of Fund Membership the amount contributed to the

Fund by each Member and any other circumstances which the Trustee and such

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Associated Employer consider relevant PROVIDED THAT no provision shall be

made for the payment of a benefit to any such Employee while he remains in the

employ of such Associated Employer other than for the support and maintenance

of that Employee and/or his Dependants for the purpose of relieving hardship AND

PROVIDED FURTHER THAT the Trustee's obligations and liabilities to pay

benefits to or in respect of the QAL Members, and the Spouse Account Members

of QAL Members, is limited to the QAL Assets.

(3)

If an Associated Employer shall from any cause whatsoever cease to carry on

business or an order be made or an effective resolution passed for the winding up

of an Associated Employer (unless such winding up shall be for the purpose of

reconstruction or amalgamation in which event the new employer or employers

shall take the place of that Associated Employer in the Fund) the interest in the

Fund of such Associated Employer and its Employees who are Members and their

Dependants and persons claiming through or under such Employees shall as from

the date of the happening of the appropriate event (the Cessation Date) be

determined by the Trustee after obtaining the advice of the Actuary and applied by

the Trustee to the extent such interest will permit first to provide so far as is

possible through the Fund or otherwise the benefits to which the aforesaid

Employees would have been entitled had they voluntarily left the employ of the

Employer on the Cessation Date and secondly to provide further benefits for such

Employees and their Dependants having regard to their rights accrued at the

Cessation Date and thirdly to the extent that any balance of such interest then

remains for the purpose of additions to the benefits under each of the preceding

provisions PROVIDED THAT the benefits shall be in such form and shall be

provided by such arrangements as the Trustee shall determine and each of the

Employees shall accept the benefits allotted to him and his Dependants by the

Trustee in full discharge of all claims whatsoever in respect of any rights or benefits

under this Deed or the Rules or otherwise in connection with or arising out of the

Fund and all decisions of the Trustee in respect of any benefit shall be final and

conclusive, AND PROVIDED FURTHER THAT the Trustee's obligations and

liabilities to pay benefits to or in respect of the QAL Members, and the Spouse

Account Members of QAL Members, is limited to the QAL Assets.

28. Exercise of Powers by Corporations and Exercise of Powers by

Employers in Receivership

(1) The authorities powers and discretions conferred upon any corporation by this

Deed and the Rules may be fully and effectively exercised by a resolution of the

directors of that corporation for and on behalf of the corporation or in such other

manner as may be authorised by such a resolution.

(2) If at any time a receiver or a receiver and manager of the property of an Employer

is appointed or if an Employer is placed under the official management of a person

or a committee of management (such receiver or receiver and manager or person

or committee appointed as official manager being in this Clause 28(2) called the

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Receiver) then notwithstanding anything expressed or implied to the contrary in

this Deed or the Rules all the authorities powers and discretions by this Deed and

the Rules expressed to be vested in or exercisable by that Employer shall be

deemed to be vested in or exercisable by the Receiver until the Receiver is

discharged from or otherwise ceases to hold office and references in this Deed and

the Rules to that Employer shall be deemed to be references to the Receiver until

the Receiver is discharged from or otherwise ceases to hold office.

29. Powers of Employer not Affected

Nothing in this Deed or the Rules shall be deemed to affect prejudice or alter in any way

the powers of an Employer with regard to the dismissal or remuneration of or any dealings

whatsoever with any of its Employees and nothing in this Deed or the Rules shall be

construed as rendering the Employer liable or responsible for anything whatsoever in

respect of these presents which may be done or omitted by the Employer or any of its

Employees or any other person. Any benefits to which any Member or other person may

be or may claim to be entitled under this Deed or the Rules shall not be used or alleged or

claimed as damages or as grounds for increasing damages in any action or claim by him or

by anyone claiming through or under a Member against the Employer in respect of any

such dismissal or dealing.

30. Expenses

Subject to the provisions of the Schedules, the Trustee shall pay out of the Fund all

expenses of and incidental to the management and administration of the Fund including,

without limitation, fees payable to any independent director of the Trustee and meeting

expenses of the Trustee and shall have power to reimburse Employers for any expenses

incurred on behalf of the Fund on the basis that such expenses would be reimbursed out of

the Fund.

31. No Personal Claim

No Member or person claiming through or under a Member or on his behalf or as his

Dependant or as his legal personal representative shall be entitled to require any payment

from the Fund except as may be specifically provided in this Deed or the Rules.

32. Amendments

(1)

Amendment by Principal Employer alone

Subject to Clause 32(3), any provision of this Deed and the Rules (including this

Clause) may be Amended by the Principal Employer at any time and from time to

time by deed or resolution of the directors of the Principal Employer:

(a) insofar as the Amendment relates to the contributions that an Employer

will, after the Amendment, be required or permitted to pay to the Fund;

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(b) insofar as the Amendment relates solely to termination of the Fund; or

(c) in such other circumstances permitted by Superannuation Law.

(2) Amendment by Principal Employer and Trustee jointly

Subject to Clause 32(3), any provision of this Deed and the Rules (including this

Clause) may, with the consent of the Trustee, be Amended by the Principal

Employer at any time and from time to time by deed or resolution of the directors of

the Principal Employer.

(3) Restrictions on amendment power

No Amendment shall be made pursuant to Clause 32(1) or 32(2):

(a) unless the Actuary certifies that in his opinion any such alteration addition

or deletion:

(i) will not reduce the amount of benefits presently or prospectively

payable in respect of any Member to the extent that such benefits

have accrued in respect of the period prior to the date on which the

deed is executed or the resolution is made as aforesaid (the

Execution Date); and

(ii) will not substantially prejudice the value of the rights secured for or

in respect of any Member by the contributions paid to the Fund

prior to the Execution Date; or

(b) unless the alteration, addition or deletion receives the prior written approval

of:

(i) the Regulator; and

(d) at least 75% of the Members in the employ of the Employers on

the Execution Date; and

(Hi) in the case of an alteration, addition or deletion which would

reduce the amount or value of any benefit payable from the Fund

to or in respect of a Member who died or otherwise ceased to be in

the employ of the Employer before the Execution Date, the

Member or the person entitled to that benefit, as the case may be;

or

(c) unless the alteration, addition or deletion receives the prior written approval

of:

(i) 100% of the Members in the employ of the Employers on the

Execution Date; and

(ii) in the case of an alteration addition or deletion which would reduce

the amount or value of any benefit payable from the Fund to or in

respect of a Member who died or otherwise ceased to be in the

employ of the Employer before the Execution Date, the Member or

the person entitled to that benefit, as the case may be; and

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(iii) such other person or persons (if any) as the Trustee may

determine must approve the same in order to satisfy any applicable

requirement under Superannuation Law regarding the amendment

of trust deeds governing superannuation funds; or

(d) which would have the effect of permitting a natural person to be appointed

as a Trustee of the Fund unless, after the Amendment is made, the Fund

will have as its sole or primary purpose the provision of old-age pensions

within the meaning of paragraph 51(xxiii) of the Constitution of the

Commonwealth of Australia.

(4) Effective date of amendments

Subject to the foregoing provisions of this Clause, any Amendment made under

Clause 32(1) or 32(2):

(a) shall come into force when the deed is executed or the resolution is passed

(as the case may be) and shall take effect as from that date or as from

such earlier or later date as may be specified for that purpose in the

resolution or deed; and

(b) so made and for the time being in force shall be of the same validity as if it

had been originally contained in this Deed or the Rules and may in like

manner be Amended.

(5)

Principal Employer not a fiduciary

In exercising its powers under this Clause, the Principal Employer shall not be in

any sense under a fiduciary or other duty, and the Principal Employer shall have in

relation to the exercise, non-exercise or partial exercise of any such power an

absolute and uncontrolled discretion and shall not be required to give to any

person any reason for or explanation of its exercise, non-exercise or partial

exercise of such power.

(6) Meaning of Amendment

In this Clause, Amend includes alter, add to, or delete from and Amendment

includes any alteration, addition or deletion.

33. Availability of Deed

A copy of this Deed and the Rules and of all amendments and additions shall be kept at

the Principal Office of each of the Employers and at such other offices of each of the

Employers as the Trustee shall nominate from time to time and shall be available for

inspection by any Member during normal business hours.

34. Severance of Void Provisions

(1) Any provision of this Deed or the Rules which is void, prohibited or unenforceable

in a jurisdiction (whether by reason of any Superannuation Law or otherwise) is

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ineffective in that jurisdiction to the extent only that the provision is void, prohibited

or unenforceable in that jurisdiction.

(2) Any provision which is ineffective under Clause 34(1) shall not invalidate the

remaining provisions of this Deed and the Rules.

(3) Subject to Superannuation Law:

(a) where a provision is ineffective under Clause 34(1) the Trustee shall

determine the effect and interpretation of the remaining provisions of this

Deed and the Rules; and

(b) the Trustee's determination shall be final, conclusive and binding on all

interested persons.

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Schedule 1 — Accumulation Division

A. Rio Tinto Accumulation Members

A.1 Application of this Schedule

This Schedule applies in relation to Rio Tinto Accumulation Members.

A.2 Interpretation

In the interpretation of this Schedule the following words and expressions have the

meanings respectively attached to them.

Accrued Benefit means in relation to a Rio Tinto Accumulation Member at any particular

date, an amount equal to the value as at that date (as determined by the Actuary, whose

decision shall be final) of the benefits accrued in relation to the Rio Tinto Accumulation

Member in respect of their period of Service up to that date.

Accumulation Account means in relation to a Rio Tinto Accumulation Member, the

account established and maintained by the Trustee in accordance with Rule A.4.

Accumulation Account Balance means in relation to a Rio Tinto Accumulation Member

at any particular date, the amount standing to the credit of the Rio Tinto Accumulation

Member's Accumulation Account at that date.

Administration Charge means the amount determined by the Trustee from time to time

with the approval of the Principal Employer having regard to the costs incurred in

administering the Fund which are referable to Rio Tinto Accumulation Members

PROVIDED THAT the Trustee and the Principal Employer may agree in respect of any

particular period that the Administration Charge will be nil.

Basic Insurance Charge means:

(a) in relation to a Member in respect of which the provision of Basic Insurance Cover

is self-insured, such amount as is determined from time to time by the Trustee after

obtaining the advice of the Actuary as appropriate to provide the Basic Insurance

Cover in the event of death and Total and Permanent Disablement; or

(b) in relation to a Member in respect of which the provision of Basic Insurance Cover

is not self-insured, the cost of maintaining that Basic Insurance Cover in respect of the Member.

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Basic Insurance Cover means, in relation to a Rio Tinto Accumulation Member (other

than a Deferred Account Member) who ceases to be in the Service by reason of death or

Total and Permanent Disablement prior to the Member's Normal Retirement Date — an

amount equal to 10% of the Member's Salary at the date of death or Total and Permanent

Disablement for each complete year (and pro rata for completed months of an incomplete

year) of the Member's Potential Service, provided that the amount of Basic Insurance

Cover payable to a Member who has elected not to receive Basic Insurance Cover

pursuant to Rule A.7B will be nil.

Deferred Account Member means:

(a) a former Defined Contribution Member or Limited Member who was entitled to

benefits as a 'Deferred Account Member' as at 1 July 2007;

(b) a Member described in Clause 3A(3)(a)(i)(A); and

(c) a Member described in Rule A.11(1).

Designated Member means a Defined Contribution Member who is for the time being so

classified by the Employer (whether in relation to Defined Contribution Members generally

or in relation to any particular Defined Contribution Member or category of Defined

Contribution Member).

Employer Amount means:

(a) in the case of a Defined Contribution Member:

(i) who is a Designated Member and who has not attained the Normal Latest

Contribution Date — an amount equal to 11% of the Designated Member's

Salary from time to time or such other amount as may be agreed from time

to time between the Employer and the Designated Member and approved

by the Trustee (whether in relation to Designated Members generally or in

relation to any particular Designated Member or category of Designated

Member), provided that the minimum Employer Amount in respect of a

Designated Member is the amount which is necessary to ensure that the

Employer has no Superannuation Charge obligation in relation to that

Member;

(ii) who is not a Designated Member and who has not attained the Normal

Latest Contribution Date — an amount equal to the sum of:

(A) 9% of the Defined Contribution Member's Role Remuneration from

time to time or such other amount as may be agreed from time to

time between the Employer and the Defined Contribution Member

and approved by the Trustee (whether in relation to Defined

Contribution Members generally or in relation to any particular

Defined Contribution Member or category of Defined Contribution

Member); and

(B) such additional amounts as the Employer may agree to contribute

in respect of the Defined Contribution Member from time to time,

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provided that the minimum Employer Amount in respect of a Defined

Contribution Member is the amount which is necessary to ensure that the

Employer has no Superannuation Charge obligation in relation to that

Member; and

(iii) who has attained the Normal Latest Contribution Date — the amount (if any)

of Mandated Employer Contributions made to the Fund by the Employer in

respect of the Defined Contribution Member; or

(b) in the case of a Limited Member — amounts determined in such manner in respect

of such Periods and subject to such conditions as the Employer may determine and

notify to the Trustee in respect of the Member from time to time while that Member

is employed by the Employer which is necessary to ensure that the Employer has

no Superannuation Charge obligation in relation to the Employee.

III-Health Insurance Cover means in relation to a Rio Tinto Accumulation Member (other

than a Deferred Account Member) who ceases to be in the Service by reason of III-health

prior to the Member's Normal Retirement Date, the sum of:

(a) one half of the Member's Basic Insurance Cover (if any); and

(b) if the Member has Optional Insurance Cover at that time, one half of the amount

referred to in paragraph (a) of the definition of Optional Insurance Cover (as it

applies to that Member),

provided that, for the avoidance of doubt, the amount of the III-Health Insurance Cover

payable to a Member who has elected not to receive Basic Insurance Cover pursuant to

Rule A.7B will be nil.

Limited Member means an Employee whom the Trustee, with the approval of the

Employer, admits to membership of the Fund as a Limited Member in the following

circumstances:

(a) if an Employer notifies the Trustee in writing that the Employer will have a

Superannuation Charge obligation in relation to the person unless contributions to

a complying superannuation fund are made in respect of the Employee or the

Employer's Superannuation Charge obligation is otherwise satisfied; and

(b) the Trustee is reasonably satisfied the admission of the Employee as a Limited

Member will not prejudice the ability of the Fund to meet the benefits payable from the Fund.

Minimum Insurance Charge means:

(a) in relation to a Member in respect of which the provision of Minimum Insurance

Cover is self-insured, such amount as is determined from time to time by the

Trustee after obtaining the advice of the Actuary as appropriate to provide the

Minimum Insurance Cover in the event of death and Total and Permanent

Disablement; or

(b) in relation to a Member in respect of which the provision of Minimum Insurance

Cover is not self-insured, the cost of maintaining that Minimum Insurance Cover in

respect of the Member.

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Minimum Insurance Cover means, in relation to a Deferred Account Member who dies or

suffers Total and Permanent Disablement, an amount determined in accordance with the

following table based on the Member's age at the date of death or Total and Permanent

Disablement:

Age Amount ($)

Under 35 50,000

35 to 39 35,000

40 to 44 20,000

45 to 49 14,000

50 to 55 7,000

56 or more Nil

provided that:

(a) subject to paragraph (b), the minimum amount of the Minimum Insurance Cover

must be not less than the minimum death benefit required to be provided under the

Superannuation Requirements; and

(b) the amount of the Minimum Insurance Cover payable to a Deferred Account

Member who has elected not to receive Minimum Insurance Cover pursuant to

Rule A.7B will be nil.

Opening Balance means:

(a) in relation to a Defined Benefit Member who has elected to become a Defined

Contribution Member:

(i) under Clause 4(1) - an amount equal to the Member's Accrued Benefit as

at the Transfer Date; and

(ii) under Clause 4(2) - an amount equal to the Member's Accrued Benefit as

at the date determined by the Trustee with the approval of the Principal

Employer for the purposes of that Clause; and

(b) in relation to a Defined Contribution Member or a Limited Member who has

transferred to the Fund from an Approved Benefit Arrangement - the amount

accepted into the Fund by the Trustee in relation to the Defined Contribution

Member or Limited Member (as the case may be);

(c) in relation to a former member of the Alcan Fund in respect of whom an

accumulation account was maintained under Rule 3.2 of the Alcan Fund Deed as

at the Alcan Transfer Date and who is admitted to the Fund as a Defined

Contribution Member on the Alcan Transfer Date — an amount equal to the balance

(if any) standing to the credit of the account maintained in respect of the Member

under Rule 3.2 of the Alcan Fund Deed as at the Alcan Transfer Date; and

(d) in relation to an Alcan DB Member to whom Rule H.7(2) of Schedule 8 applies — an

amount equal to the Member's Accumulation Account Balance as at the Member's

Normal Retirement Date.

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Optional Insurance Charge means:

(a) in relation to a Rio Tinto Accumulation Member (other than a Deferred Account

Member) in respect of which the provision of Optional Insurance Cover is self-

insured, such amount as is determined from time to time by the Trustee after

obtaining the advice of the Actuary to provide Optional Insurance Cover in the

event of death and Total and Permanent Disablement on terms and conditions and

at levels agreed between the Trustee and the Member; or

(b) in relation to a Rio Tinto Accumulation Member (other than a Deferred Account

Member) in respect of which the provision of Optional Insurance Cover is not self-

insured, the cost of maintaining that Optional Insurance Cover in respect of the

Member.

Optional Insurance Cover means in relation to a Rio Tinto Accumulation Member (other

than a Deferred Account Member), the amount of optional death and Total and Permanent

Disablement cover which the Trustee, the relevant Insurer (if applicable) and the Member

have agreed will be provided in respect of the Member from time to time and for which an

Optional Insurance Charge is to be debited to the Member's Accumulation Account and

such Optional Insurance Cover will be in the case of a Defined Contribution Member or

Limited Member who ceases to be in the Service by reason of death or Total and

Permanent Disablement prior to the Member's Normal Retirement Date — nil, 5% or 10% of

the Member's Salary at the date of death or Total and Permanent Disablement for each

complete year (and pro rata for completed months of an incomplete year) of the Member's

Potential Service.

Potential Service in relation to a Defined Contribution Member, means the period from the

date the Defined Contribution Member ceases to be in the Service by reason of death,

Total and Permanent Disablement, Ill health or otherwise to the date on which the Defined

Contribution Member would have attained the age of 65 years.

Rio Tinto Accumulation Member means:

(a) a Defined Contribution Member (including a Designated Member);

(b) a Limited Member; and

(c) a Deferred Account Member.

Role Remuneration in relation to a Defined Contribution Member, means the Defined

Contribution Member's Salary in respect of ordinary hours of work and such work-related

allowances and incentive payments as determined by the Employer from time to time

(whether in relation to Defined Contribution Members generally or in relation to any

particular Defined Contribution Member or category of Defined Contribution Member).

Rule means a rule of this Schedule.

Service means employment with an Employer.

Taxation Amount is in relation to a Defined Contribution Member or a Limited Member, an

amount as determined by the Trustee equal to the tax which in the opinion of the Trustee

has been assessed against the Fund in respect of the contribution of the Employer Amount

or would be assessed against the Fund had the Employer contributed the Employer

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Amount to the Fund in relation to the Defined Contribution Member or Limited Member (as

the case may be) on the date it was credited to their Accumulation Account.

Voluntary Contributions means in relation to a Rio Tinto Accumulation Member,

contributions (if any) made by the Member to the Fund.

A.3 Contributions

A Rio Tinto Accumulation Member is permitted to make Voluntary Contributions in a form

and manner approved by the Trustee from time to time.

A.4 Accumulation Account

The Trustee will establish and maintain in respect of each Rio Tinto Accumulation Member

an Accumulation Account which will be:

(a) credited with:

(i) the Rio Tinto Accumulation Member's Opening Balance (if any);

(ii) the Rio Tinto Accumulation Member's contributions under Clause 5 (if any);

(iii) the Voluntary Contributions (if any);

(iv) the Employer Amount (if applicable);

(v) in the case of a Designated Member - an amount equal to the SB

Percentage of the Superannuable Bonus (if any);

(vi) the amount of any contributions made in respect of the Rio Tinto

Accumulation Member as an Eligible Spouse;

(vii) the amount of any co-contributions accepted into the Fund in respect of the

Rio Tinto Accumulation Member under Clause 5(9);

(viii) any amount of Splittable Contributions the Trustee may determine to credit

in respect of the Rio Tinto Accumulation Member because of a valid

contributions splitting application under Clause 5(10);

(ix) the Spouse's Benefit (within the meaning of Clause 8(12)(d)) of the Rio

Tinto Accumulation Member in accordance with Clause 8(12);

(x) any amount to be credited to the Accumulation Account in accordance with

Clause 6D;

(xi) the amount of any benefits allocated or transferred within the Fund to the

Accumulation Account;

( )

any amount paid, rolled over or transferred to the Fund from an Approved

Benefit Arrangement in respect of the Rio Tinto Accumulation Member; and

(xiii) any other amounts which the Trustee considers is appropriate or equitable

to be credited to the Accumulation Account; and

(b) debited with:

(i) the Administration Charge (if any);

(ii) the Basic Insurance Charge (if any);

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(iii) the Optional Insurance Charge (if any);

(iv) the Minimum Insurance Charge (if any);

(v) the Taxation Amount;

(vi) any amount of Splittable Contributions the Trustee may determine to debit

in respect of the Rio Tinto Accumulation Member because of a valid

contributions splitting application in favour of the Rio Tinto Accumulation

Member's Spouse under Clause 5(10);

(vii) the Spouse's Benefit (within the meaning of Clause 8(12)(d)) of the Spouse

of the Rio Tinto Accumulation Member in accordance with Clause 8(12);

(viii) any amount to be debited to the Accumulation Account in accordance with

Clause 6D;

(ix) the amount of any benefits allocated or transferred within the Fund from

the Accumulation Account;

(x) any amount paid, rolled over or transferred from the Fund to an Approved

Benefit Arrangement in respect of the Rio Tinto Accumulation Member;

(xi) any benefit paid from the Accumulation Account; and

(xii) any other amounts which the Trustee considers is appropriate or equitable

to be debited to the Accumulation Account.

A.5 Terminal Medical Condition Benefit

(1) This Rule A.5 applies if:

(a) a Rio Tinto Accumulation Member suffers a Terminal Medical Condition;

(b) where the Rio Tinto Accumulation Member's Basic Insurance Cover,

Minimum Insurance Cover or Optional Insurance Cover (as applicable and

if any) is self-insured, the Rio Tinto Accumulation Member's Accumulation

Account Balance is not less than the Minimum Account Balance; and

(c) the Rio Tinto Accumulation Member requests (in the form and manner

determined by the Trustee) the Trustee to pay a benefit under this Rule

A.5.

(2) Subject to the Deed and these Rules, where this Rule A.5 applies there will be

payable to the Rio Tinto Accumulation Member a lump sum benefit of an amount equal to the sum of:

(a) in all cases, the amount of the TMC Benefit specified in the Rio Tinto

Accumulation Member's request to the Trustee (which may be all, part or

none of the Member's TMC Benefit); and

(b) except where the Rio Tinto Accumulation Member's Basic Insurance

Cover, Minimum Insurance Cover or Optional Insurance Cover (as

applicable and if any) is self-insured:

(i)

the Member's Basic Insurance Cover or Minimum Insurance Cover

(as applicable and if any); and

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(ii) in the case of a Rio Tinto Accumulation Member (other than a

Deferred Account Member), the Member's Optional Insurance

Cover (if any).

(3)

In this Rule A.5 a Rio Tinto Accumulation Member's TMC Benefit means an

amount equal to the amount of their Accumulation Account Balance less the

Minimum Account Balance.

A.6 Death of a Rio Tinto Accumulation Member

Subject to the Deed and these Rules, upon the death of a Rio Tinto Accumulation Member

there will be payable from the Fund to the Dependants of the Rio Tinto Accumulation

Member and/or to the legal personal representatives of the Rio Tinto Accumulation

Member or (if applicable) to other persons in accordance with Clause 6(3) or 6(3A) (as the

case may be) a lump sum benefit of an amount equal to the sum of:

(a) the Member's Accumulation Account Balance;

(b) the Member's Basic Insurance Cover or Minimum Insurance Cover (as applicable

and if any); and

(c) in the case of a Rio Tinto Accumulation Member (other than a Deferred Account

Member), the Member's Optional Insurance Cover (if any).

A.7 Total and Permanent Disablement

Subject to the Deed and these Rules, upon a Rio Tinto Accumulation Member suffering

Total and Permanent Disablement there will be payable to the Member a lump sum benefit

of an amount equal to the sum of:

(a) the Member's Accumulation Account Balance;

(b) the Member's Basic Insurance Cover or Minimum Insurance Cover (as applicable

and if any); and

(c) in the case of a Rio Tinto Accumulation Member (other than a Deferred Account

Member), the Member's Optional Insurance Cover (if any).

A.7A III-Health benefit for Eligible III-Health Members

(a) Subject to the Deed and these Rules, upon a Rio Tinto Accumulation Member

(other than a Deferred Account Member) suffering III-health there will be payable to

the Member a lump sum benefit of an amount equal to the sum of:

(i) the Member's Accumulation Account Balance; and

(ii) the Member's III-Health Insurance Cover (if any),

provided that no Member shall be entitled to receive any amount under this Rule

A.7A unless the Member is an Eligible III-Health Member.

(b) The relevant Employer shall bear the costs of providing any III-Health Insurance

Cover provided in respect of a Member under this Rule A.7A.

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A.7B Opt-out of Minimum Insurance Cover or Basic Insurance Cover

(a) A Rio Tinto Accumulation Member (other than a Deferred Account Member) may

elect not to receive Basic Insurance Cover on such terms and conditions as the

Trustee may determine from time to time.

(b) A Deferred Account Member may elect not to receive Minimum Insurance Cover in

the circumstances contemplated in the MySuper Law.

A.8 Cessation of Service for any other reason

Subject to the Deed and these Rules, upon a Defined Contribution Member or a Limited

Member ceasing to be in the Service for any reason other than death, Total and Permanent

Disablement or Ill-health, there will be payable to the Defined Contribution Member or

Limited Member (as the case may be) a lump sum benefit of an amount equal to their

Accumulation Account Balance. For the avoidance of doubt, any Defined Contribution

Member or Limited Member ceasing to be in the Service in the circumstances

contemplated in this Rule A.8 may continue to be a MySuper Member to the extent the

Member continues to meet the conditions of clause 8A(2).

A.9 Conditions applicable to Optional Insurance Cover

A Defined Contribution Member or a Limited Member may elect to take out or increase

Optional Insurance Cover at such dates as the Trustee with the approval of the Principal

Employer and the relevant Insurer (if applicable) determines. Where a Defined

Contribution Member or Limited Member wishes to take out or increase any Optional

Insurance Cover the Trustee, the relevant Insurer (if applicable) or the Principal Employer

may require the Defined Contribution Member or Limited Member (as the case may be) to

undergo such medical examinations and tests and satisfy such other underwriting or other

conditions as the Trustee, Insurer or Principal Employer may require. If the Defined

Contribution Member or Limited Member fails to pass any such medical examination or test

(or fails to satisfy such other underwriting or other conditions) or the Defined Contribution

Member or Limited Member's results in any such examination or test are not satisfactory

for any reason the Trustee or the Insurer may impose terms, conditions or restrictions on

the amount, of or conditions of payment, of any Optional Insurance Cover (including,

without limitation, by suspending payment of the Optional Insurance Cover or consideration

of any claim thereto, as the case may require, until the requirements of this Rule are

complied with) or may refuse to grant Optional Insurance Cover in relation to the Defined

Contribution Member or Limited Member.

A.10 Operation of Accumulation Account

The Trustee will have power to credit or debit a Rio Tinto Accumulation Member's

Accumulation Account at such time or times as the Trustee may from time to time think fit PROVIDED THAT:

(a) the Employer Amount will be credited at such time and in such manner so as to

ensure that no Employer has a Superannuation Charge obligation in relation to a

Defined Contribution Member or Limited Member; and

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(b) all other credits and debits are to be made at least annually, and this will be done

on such basis as the Trustee will determine from time to time.

A.11 Deferred Membership

(1) Where a benefit of not less than the Minimum Account Balance becomes payable

to a Defined Contribution Member or a Limited Member under Rule A.7, A.7A or

A.8 on or after 1 July 2007, the Member will be known as a Deferred Account

Member on and from the time the benefit becomes payable.

(2) The following provisions apply to, and in respect of each Deferred Account

Member from 1 July 2007 (in the case of a Deferred Account Member under

paragraph (a) of the definition of Deferred Account Member in Rule A.2), the

agreed date for the purposes of Clause 3A (in the case of a Deferred Account

Member under paragraph (b) of the definition of Deferred Account Member in

Rule A.2) or the time the benefit becomes payable (in any other case):

(a) an Accumulation Account will be established and maintained for the

Member under Rule A.4 (in the case of a Deferred Account Member under

paragraph (a) of the definition of Deferred Account Member in Rule A.2)

or the Member's benefit will remain in his or her Accumulation Account

established and maintained under Rule A.4 (in any other case), until Rule

A.6 or A.11(3) applies;

(b) except those which the Trustee is required to accept under the

Superannuation Requirements, no contributions by or in respect of the

Member's Employer (if any) will be accepted by the Trustee for crediting to

the Member's Accumulation Account;

(c) the Member will be entitled to Minimum Insurance Cover; and

(d) the Member will not be entitled to Basic Insurance Cover or Optional

Insurance Cover.

(3)

Subject to the Deed and these Rules, the Accumulation Account Balance of a

Deferred Account Member will be payable as follows:

(a) within 30 days (or such other period as may be determined by the Trustee

from time to time) of a request in writing from the Deferred Account

Member to the Trustee for payment of all or a nominated sum or

percentage of the Deferred Account Member's Accumulation Account

Balance; and

(b) in such other circumstances (if any) as may be determined by the Trustee

from time to time.

Payments under this Rule will be made:

(i)

in accordance with any request of the Deferred Account Member in a

manner consistent with Superannuation Law or as determined by the

Trustee from time to time; and

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(ii) on terms and conditions (if any) as may be determined by the Trustee from

time to time.

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Schedule 2 — Defined Benefit Division

B. Defined Benefit Members

B.1 Application of Schedule

This Schedule applies in relation to Defined Benefit Members.

B.2 Interpretation

(1) In the interpretation of this Schedule the following words and expressions have the

meanings respectively attached to them.

Accrued Benefit in relation to a Member means an amount calculated as at the

date the Member leaves the employ of the Employer in the manner described in

Rule B.4(2) reduced at the rate of 2% compound for each complete year (and pro

rata for completed months of an incomplete year) of the Discount Period.

Accumulation Account means in relation to a Member the account maintained in

respect of the Member pursuant to Rule B.7A.

Discount Period in relation to a Member means a period comprising:

(a) the greater of:

(I)

the number of the Member's complete months of Fund

Membership; and

(ii) the number of complete months of Fund Membership which the

Member would have completed had he remained in the employ of

the Employer until the date he attains age 57;

less

(b) the number of the Member's complete months of Fund Membership.

Employer Amount means in relation to a Member such amount as may be agreed

from time to time between the Employer and the Member and approved by the

Trustee either individually or generally in respect of a Member or groups of

Members.

Interest means:

(a) for the period up to and including 30 June 2010 — interest at the rate of 4%

per annum compounded yearly (or such higher rate as the Trustee may

determine from time to time); and

(b) for the period commencing on 1 July 2010— interest at the rate determined

by the Trustee from time to time in accordance with Clause 6B.

Final Average Salary means in relation to a Member:

(a) in the case of a Member who ceases to be in the employ of the Employer

after his Normal Latest Contribution Date and who had completed at least

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three years of Fund Membership at his Normal Latest Contribution Date,

the average of the highest three of the amounts earned by such Member

from Salary in each of the years (subject to a maximum of 10 years) next

preceding his Normal Latest Contribution Date and for the purpose of

calculating that average a year shall mean a year ending on the same date

of the same month as the Member's Normal Latest Contribution Date;

(b) in the case of a Member who ceases to be in the employ of the Employer

after his Normal Latest Contribution Date and who had not completed three

years of Fund Membership at his Normal Latest Contribution Date, the

average annual rate of Salary earned by such Member during the period

commencing on the date of his Fund Membership commences and ending

on his Normal Latest Contribution Date;

(c) in the case of a Member who ceases to be in the employ of the Employer

on or after his Normal Retirement Date but not later than his Normal Latest

Contribution Date and who had completed at least three years of Fund

Membership, the average of the highest three of the amounts earned by

such Member from Salary in each of the years (subject to a maximum of

ten years) next preceding the date he ceases to be in the employ of the

Employer and for the purpose of calculating that average a year shall mean

a year ending on the same day of the same month as the date on which

the Member ceases to be in the employ of the Employer;

(d) in the case of a Member who ceases to be in the employ of the Employer

on or after his Normal Retirement Date but not later than his Normal Latest

Contribution Date and who had not completed three years of Fund

Membership, the average annual rate of Salary earned by such Member

during the period of his Fund Membership;

(e) in the case of a Member who ceases to be in the employ of the Employer

before his Normal Retirement Date and who would have completed at least

three years of Fund Membership at his Normal Retirement Date had he

remained a Member in the employ of the Employer until that date, the

average of the highest three of the amounts earned or deemed to have

been earned by such Member from Salary in each of the years (subject to

a maximum of ten years) next preceding his Normal Retirement Date;

and for the purpose of calculating that average:

(i) the Member's Salary at the date on which he ceases to be in the

employ of the Employer shall be deemed to have continued to be

his Salary until his Normal Retirement Date; and

(ii) a year shall mean a year ending on the same date of the same

month as the Member's Normal Retirement Date;

(f)

in the case of a Member who ceases to be in the employ of the Employer

before his Normal Retirement Date and who would not have completed

three years of Fund Membership at his Normal Retirement Date had he

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remained a Member in the employ of the Employer until that date, the

average annual rate of Salary earned or deemed to have been earned by

such Member during the period commencing on the date his Fund

Membership commences and ending on his Normal Retirement Date and

for the purpose of calculating that average the Member's Salary at the date

on which he ceases to be in the employ of the Employer shall be deemed

to have continued to be his Salary until his Normal Retirement Date.


(2) Unless the subject matter or context otherwise requires, or the Trustee exercises

its power under Clause 6C, where for the purposes of this Schedule the Trustee is

required to calculate interest in respect of any period the Trustee will determine a

rate or rates in respect of that period in accordance with the principles applied by

the Trustee in determining the allocation of investment earnings under Clause 6D

in respect of the investment strategy agreed by the Trustee and the Principal

Employer.

B.3 Contributions

Subject to Clause 5, a Defined Benefit Member shall contribute to the Fund a percentage

of his Salary determined from the following Table according to the age of the Member at

the date of his becoming a Member:

TABLE

Age of Member at Date of

Becoming a Member Percentage of Salary

Under 19 years 4.5

19 years but under 21 years 4.6




27 years and over 5.0

B.4 Retirement benefits

(1) Subject to the Deed and these Rules, upon the retirement of a Member from the

employ of the Employer between the ages of 62 and the Normal Latest

Contribution Date in circumstances where no benefit is payable under Rule B.6 (1)

or (2) there shall be paid to him from the Fund a lump sum retirement benefit equal

to the greater of:

(a) in the case of a Revision Date Member - an amount equal to the sum of the

lump sum retirement benefit which would have been payable under the

provisions of Rule B.4(1) had he retired at age 62 together with Interest for

the period from age 62 to the date of his retirement plus the amount

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determined by the Trustee which would have been payable to or in respect

of the Member had the Member become a Limited Member at age 62; and

(b) (i) in the case of a Member who has completed at least 35 years of

Fund Membership at age 62 - an amount equal to seven times his

Final Average Salary plus one-twelfth of 20% of his Final Average

Salary for each complete month of Fund Membership after age 62;

or

(ii) in the case of a Member who has not completed at least 35 years

of Fund Membership at age 62 - an amount equal to one-twelfth of

20% of his Final Average Salary for each complete month of his

Fund Membership.

For the purposes of this Rule B.4(1):

(I) Revision Date means 1 January 1996; and

(ii) Revision Date Member means a person who was a Defined Benefit

Member as at the Revision Date under the provisions of the Deed and the

Rules as in force at that date.

(2) Subject to the Deed and these Rules, upon the retirement of a Member at or after

age 57 and prior to age 62 in circumstances where no benefit is payable under

Rule B.6 (1) or (2) or Rule B.7(2) there shall be paid to him from the Fund a lump

sum retirement benefit of an amount equal to a proportion of the lump sum

retirement benefit which would have been payable to the Member under the

provisions of Rule B.4(1) had he remained a Member in the employ of the

Employer until age 62 and retired on that date the said proportion being that which

the number of complete months of his Fund Membership bears to the number of

complete months of Fund Membership which the Member would have completed

had he remained a Member in the employ of the Employer until age 62.

(3) Subject to the Deed and these Rules, if a Member is retained in the employ of the

Employer after his Normal Latest Contribution Date then upon his subsequent

retirement from the employ of the Employer there shall be paid to him from the

Fund an amount equal to the sum of the lump sum retirement benefit which would

have been payable under the provisions of Rule B.4(1) had he retired at his Normal

Latest Contribution Date together with Interest for the period from his Normal

Latest Contribution Date to the date of his retirement plus the amount determined

by the Trustee which would have been payable to or in respect of the Member had

the Member become a Limited Member at his Normal Latest Contribution Date.

B.5 Death benefits

(1) Subject to the Deed and these Rules, upon the death of a Member while in the

employ of the Employer on or before his Normal Retirement Date there shall be

payable from the Fund to the Dependants of the Member or to the legal personal

representatives of the Member in accordance with Clause 6(3) or 6(3A) (as the

case may be) a lump sum benefit of an amount equal to the greater of:

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(a) the lump sum retirement benefit which would have been payable to the

Member under the provisions of Rule B.4(1)(b) had he remained a Member

in the employ of the Employer until his Normal Retirement Date and retired

on that date and for the purpose of calculating that amount the Member's

Salary at the date of his death shall be deemed to have continued to be his

Salary until his Normal Retirement Date; and

(b) in the case of a Revision Date Member (as defined for the purposes of

Rule B.4) who has attained age 62 at the date of death - the amount which

would have been payable under Rule B.4(1)(a) had the Member retired at

the date of his death,

PROVIDED THAT the Trustee may pay the lump sum benefit by instalments over a

period ending not more than ten years after the date of death of the Member or

such longer period as is approved by the persons for the time being entitled to

receive such benefit and if the benefit is paid by instalments Interest shall be

applied to the amount outstanding from time to time.

(2) Subject to the Deed and these Rules, upon the death of a Member while retained

in the employ of the Employer after his Normal Retirement Date there shall be

payable from the Fund to the Dependants of the Member or to the legal personal

representatives of the Member in accordance with Clause 6(3) or Clause 6(3A) (as

the case may be) a lump sum benefit of an amount equal to the lump sum

retirement benefit which would have been payable pursuant to Rule B.4(1) (in the

case of a Member who dies between his Normal Retirement Date and his Normal

Latest Contribution Date) or Rule B.4(3) (in the case of a Member who dies after

his Normal Latest Contribution Date) had the Member retired from the employ of

the Employer on the date of his death.

B.6 Disablement and III-health benefits

(1) (a) Subject to the Deed and these Rules, if a Member leaves the employ of the

Employer before his Normal Retirement Date because of his Total and

Permanent Disablement, there shall be payable to him from the Fund a

lump sum benefit of an amount determined in the manner set out in Rule

B.5(1) as if he had died on the date of his leaving the employ of the

Employer.

(b) The Trustee may pay all or part of the said lump sum benefit by

instalments over a period ending not more than ten years after the date of

the Member leaving the employ of the Employer or such longer period as is

approved by the Member and, if all or part of such a benefit is paid by

instalments, Interest shall be applied to the amount or the balance thereof

outstanding from time to time.

(c) If a Member dies while still entitled to receive instalments under this Rule

B.6(1), the whole of the amount outstanding in respect of the Member as at

the date of death shall be paid by the Trustee in accordance with Clause

6(3) or 6(3A) (as the case may be).

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(2) (a) Subject to the Deed and these Rules, if a Member (not being a Member to

whom a benefit is payable under Rule B.4(2) or Rule B.7(2)) leaves the

employ of the Employer before his Normal Retirement Date because of his

III-health, there shall be payable to him from the Fund, subject to the

provisions of this Rule B.6(2), a benefit equal to an amount (the

Determined Benefit) calculated as at the date the Member leaves the

employ of the Employer in the manner provided in Rule B.4(2), provided

that no Member shall be entitled to receive any amount under this Rule

B.6(2) unless the Member is an Eligible III-Health Member.

(b) The Trustee may in its discretion:

(i) pay the whole of the Determined Benefit to the Member as a single

lump sum; or

(ii) pay to the Member:

(A) as a lump sum an amount (the Basic Entitlement) calculated as at the date the Member leaves the employ of

the Employer in the manner provided in Rule B.7(1) or

such lesser amount, if any, as may be agreed between the

Member and the Trustee; and

(B) by instalments over such period as the Trustee considers

appropriate the balance of the Determined Benefit after

deducting therefrom any lump sum paid under Rule

B.6(2)(b)(ii)(A),

and, if all or part of the Determined Benefit is paid by instalments,

Interest shall be applied to the amount of the Determined Benefit

(or the balance thereof after deducting any part thereof which is

paid as a lump sum) outstanding from time to time.

(c) If a Member to whom instalments are payable under this Rule B.6(2)

recovers from his III-health, the Member's rights to receive instalments

shall determine and there shall be paid to the Member a lump sum benefit

of the amount (if any) by which (i) exceeds (ii), where:

is the Member's Basic Entitlement accumulated with Interest for the

period between the date he left the employ of the Employer and

the date of recovery, as determined by the Trustee; and

'(ii)' is the sum of:

(i) that portion (if any) of the aggregate of the instalments paid

in respect of the Member under this Rule B.6(2) which, in

the opinion of the Trustee, is attributable to the Member's

Basic Entitlement; and

(ii) interest in respect of the said portion of such instalments

for the period between the date he left the employ of the

Employer and the date of recovery, as determined by the

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Trustee, on a basis which the Trustee considers to be

consistent with that upon which interest is added for the

purposes of '(i) above.

(d) A Member shall be deemed to have recovered from his III-health if:

he is re-employed by the Employer; or

(ii) he performs, or fails when so requested to satisfy the Trustee that

he is unable to perform, duties with any employer, on his own

account or in partnership which the Trustee is satisfied are suitable

to be performed by him, having regard to:

(A) his normal duties for the Employer before he ceased

normal active employment with the Employer; and

(B) the duties of any other position for which the Employer

considered him to be reasonably suited and which was

offered to him by the Employer,

such duties being as determined and advised to the Trustee by the

Employer.

(e) If a Member dies while entitled to receive instalments under this

Rule B.6(2), the amount by which (i) exceeds (ii) shall be paid by the

Trustee in accordance with Clause 6(3) or 6(3A) (as the case may be),

where:

.(i). is the benefit (expressed as a single lump sum) calculated in

accordance with Rule B.6(2)(a), together with Interest thereon for

the period between the date the Member left the employ of the

Employer and the date of death; and

'(ii)' is the sum of:

(i) any part of the benefit provided for in Rule B.6(2)(a) which

was paid to the Member as a lump sum, together with

compound interest thereon for the period between the date

the Member left the employ of the Employer and the date

of death on a basis which the Trustee considers to be

consistent with that upon which interest is applied for the

purposes of '(i)' above; and

(ii) the aggregate of the instalments paid to the Member,

together with compound interest thereon for the period

between the respective date of payment of such

instalments and the date of death on a basis which the

Trustee considers to be consistent with that upon which

interest is applied for the purposes of '(i)' above.

B.6A Terminal Medical Condition benefits

(1) This Rule B.6A applies if a Member:

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(a) suffers a Terminal Medical Condition; and

(b) requests (in the form and manner determined by the Trustee) the Trustee

to pay all or part of their TMC Benefit.

(2) Subject to the Deed and these Rules, where this Rule B.6A applies there will be

payable to the Member a lump sum benefit of an amount equal to the amount of

the TMC Benefit specified in the Member's request to the Trustee.

(3) Benefits payable under this Rule B.6A will be paid on such terms and conditions as

may be determined by the Trustee from time to time.

(4) Subject to Superannuation Law, the Trustee will debit the Member's accounts in

the Fund with any amount paid under Rule B.6A(2) or otherwise adjust the

remaining benefits (if any) payable to or in respect of the Member in such manner

as the Trustee thinks fit to take account of the amount paid under Rule B.6A(2).

(5) In this Rule B.6A the Member's TMC Benefit means the amount that would be

payable to the Member under Rule B.7(1) if the Member were entitled to a benefit

under that Rule (instead of a benefit under this Rule B.6A).

B.7 Resignation and retrenchment benefits

(1) Subject to the Deed and these Rules, upon a Member leaving the employ of the

Employer before his Normal Retirement Date in circumstances not giving rise to a

benefit under Rule B.4, B.5 or B.6 or Rule B.7(2) or (3), there shall be payable to

the Member a lump sum benefit of an amount equal to the greater of the Member's

Accrued Benefit and:

(a) if the Member leaves the employ of the Employer before attaining the age

of 50 years, the amount calculated according to the following formula:

ARB x F;

or

(b) if the Member leaves the employ of the Employer on or after attaining the

age of 50 years, the amount calculated according to the following formula:

ARB x [ F + (1 - F) x (A - Z) I ,

57 - Z

Where:

'A' is the Member's age (expressed in years and fractions of a year calculated

in complete months) at the date of his leaving the employ of the Employer.

'ARE3 is an amount calculated as at the date the Member leaves the employ of

the Employer in the manner provided in Rule B.4(2).

'F' is the factor determined from the following Table according to the

Member's Fund Membership (expressed in years and fractions of a year

calculated in complete months) at the date of his leaving the employ of the

Employer:

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TABLE

Years of

Fund

Membership

Factor Years of

Fund

Membership

Factor

Less than 1 0.40 18 0.73

1 0.40 19 0.74

2 0.45 20 0.75

3 0.50 21 0.76

4 0.55 22 0.77

5 0.60 23 0.78

6 0.61 24 0.79

7 0.62 25 0.80

8 0.63 26 0.82

9 0.64 27 0.84

10 0.65 28 0.86

11 0.66 29 0.88

12 0.67 30 0.90

13 0.68 31 0.92

14 0.69 32 0.94

15 0.70 33 0.96

16 0.71 34 0.98

17 0.72 35 or more 1.00

(Where the period of Fund Membership is not an exact number of years,

the factor shall be determined by interpolation).

is the greater of 50 and the Member's age (expressed in years and

fractions of a year calculated in complete months) as at the date the

Member last became a Member of the Fund.

(2) Subject to the Deed and these Rules, if a Member leaves the employ of the

Employer before age 62 and the Employer certifies to the Trustee that in the

opinion of the Employer leaving is due to retrenchment there shall be paid to the

Member from the Fund a lump sum benefit of an amount equal to the greater of the

Member's Accrued Benefit and:

(a) in respect of a Member who is leaving the employ of the Employer before

age 57 - an amount calculated according to one or other of the following

formulae as the case may require:

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(i) In the case of a Member who commenced membership of the Fund

on or after attaining age 27:

S + [ (M x R - S) x T/N

(ii) In the case of a Member who commenced membership of the Fund prior to age 27:

S+ [ (B/p x R - S) x T1N

where,

'S is the sum of the amounts calculated in accordance with the

following table.

For each completed month of service while aged:

Under 21

21 but under 25

- 0.01083 times Salary

- 0.01125 II II

25 but under 29 - 0.01167

29 but under 33 - 0.01208 II II

33 but under 37 - 0.01250 II II

37 but under 41 - 0.01292 II II

41 but under 45 - 0.01333 II II

.m. is 0.01666 times the amount of the Member's annual rate of Salary

at the date of his leaving the employ as aforesaid.

'R' is the number of complete months of potential membership from

the date of commencement of Fund Membership to the date that

he would have attained age 60.

'T' is the number of complete months of actual membership after the

attaining of the Member's 45th birthday (or after the date of

commencement of Fund Membership if aged more than 45 years

at that date).

'N' is the number of complete months of potential membership in the

period between the Member's 45th birthday (or the date of his

Fund Membership if aged more than 45 years at the date of

commencement of Fund Membership) and the date that he would

have attained age 57.

'B' is 7.0 times the amount of the Member's annual rate of Salary at

the date of his leaving the employ as aforesaid.

is the number of complete months of potential membership of the

Member to age 62;

(b) in respect of a Member who is leaving the employ of the Employer not

more than five years before his 62nd birthday - an amount calculated in the

manner provided in Rule B.4(2) as if the Member had completed an

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(3)

additional three years (thirty-six months) of Fund Membership (but not

inclusive of any period of Fund Membership that would give credit for Fund

Membership beyond age 62);

PROVIDED THAT any amount payable under Rule B.7(2)(a) shall not exceed

twice the amount of the benefit that would be payable if the Member had retired in

accordance with the provisions of Rule B.4(2) at age 57;

PROVIDED FURTHER THAT any amount payable under the foregoing provisions

of this Rule B.7(2) shall be reduced by the value of any benefit provided or which is

or becomes due to be provided by the Employer to the Member or any other

person by reason of or in connection howsoever with the Member leaving the

employ of the Employer, including any benefit provided or due to be provided

under or pursuant to:

(i) the requirements of any statute, regulation or other law of Australia or any

State or Territory; and/or

(ii) any award judgement order or direction of any court or other competent

tribunal or authority within Australia or any State or Territory; and/or

(iii) any agreement with the Member or any trade union or group of employees

or any body or person representing or acting in the interest of any

employee or group of employees and in the case of a benefit provided or to

be provided by the Employer other than as a lump sum the lump sum value

thereof shall be determined by the Trustee and that determination by the

Trustee shall be final and binding on all interested persons.

PROVIDED FURTHER THAT the benefit payable to a Member under Rule

B.7(2)(a) shall be not less than the benefit that would have been payable under

Rule B.7(2) or Rule B.7(3), whichever is applicable, had the provisions of this Deed

and the Rules as at 30 April 1986 remained unchanged.

Notwithstanding anything expressed or implied to the contrary in this Rule:

(a) the Principal Employer may direct the Trustee to ignore the whole or any

part of any amount which would otherwise be deducted under the second

proviso to Rule B.7(2).

(b) unless the Principal Employer certifies to the Trustee that the Member's

retrenchment is part of a formal retrenchment programme:

(i) the benefit payable under Rule B.7(2)(b) shall not exceed the

amount of benefit that would be payable if the Member had retired

in accordance with the provisions of Rule B.4(2);

(ii) the benefit payable under Rule B.7(2)(a) shall not exceed an

amount determined according to the following formula:

E x A/F

where,

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'E' is an amount calculated in the manner provided in

Rule B.4(2) as if the Member had retired from employment

at age 57.

'A' is the number of complete months of actual Fund

Membership.

'F' is the number of complete months of potential Fund

Membership from the date of commencement of Fund

Membership to age 57.

(4) A Member who is entitled to a lump sum benefit under Rules B.7(1) and (2) and

whose period of Fund Membership is at least 5 years may elect to receive in lieu of

that benefit a deferred lump sum benefit and if a Member so elects the benefit

which would have been payable from the Fund had the Member not so elected

shall be retained in the Fund and accumulated with Interest and the deferred lump

sum benefit payable to or in respect of the Member shall be provided on the same

terms and conditions as are applicable to the benefits of Deferred Account

Members (within the meaning of Schedule 6) under Schedule 6.

B.7A Additional benefit in respect of Superannuable Bonus and Employer Amount

(1) Where a Member receives a Superannuable Bonus or an Employer Amount is to

be credited in respect of a Member, the Trustee shall maintain an account in

respect of the Member to be known as the Accumulation Account which will be:

(a) credited with:

(i) an amount equal to the S B Percentage of the Superannuable

Bonus (if any);

(ii) the Employer Amount (if any); and

(iii) any amount to be credited in accordance with Rule B.7A(2); and

(b) debited with:

(i) the Administration Charge (as defined in Schedule 1);

(ii) the Taxation Amount (as defined in Schedule 1); and

(iii) any amount to be debited in accordance with Rule B.7A(2).

(2) The balance of each Member's Accumulation Account will be credited or debited

(as the case may be) with:

(a) in respect of the period prior to the Unitisation Date:

(i) if, and during the period that, the Minimum Interest Rate Conditions

are satisfied — earnings on such amounts at the rate of 4% per

annum compounded yearly (or such higher rate as the Trustee

may determine from time to time); and

(ii) if, and during the period that, the Minimum Interest Rate Conditions

are not satisfied — earnings on such amounts as determined by the

Trustee from time to time with the approval of the Principal

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Employer, having regard to Clauses 6B and 60, and applicable

legislative or government requirement and such other matters as

the Trustee considers relevant; and

(b) in respect of the period from the Unitisation Date to 30 June 2010:

(i)

in the case of the amount (if any) held in the Fund under this Rule

B.7A in respect of the Member immediately prior to the Unitisation

Date:

(A) if, and during the period that, the Minimum Interest Rate

Conditions are satisfied — earnings on such amounts at the

rate of 4% per annum compounded yearly (or such higher

rate as the Trustee may determine from time to time); and

(B) if, and during the period that, the Minimum Interest Rate

Conditions are not satisfied — earnings in accordance with

Clause 6D; and

(ii) in the case of any Minimum Interest Rate Contributions made to

the Fund under this Rule B.7A in respect of the Member from the

Unitisation Date to 30 June 2010:

(A) if, and during the period that, the Minimum Interest Rate

Conditions are satisfied — earnings on such amounts at the

rate of 4% per annum compounded yearly (or such higher

rate as the Trustee may determine from time to time); and

(B) if, and during the period that, the Minimum Interest Rate

Conditions are not satisfied — earnings on such amounts in

accordance with clause 6D; and

(iii) in the case of any other amount held in the Fund in respect of the

Member under this Rule B.7A — earnings on such amounts in

accordance with Clause 6D; and

(c) in respect of the period on and after 1 July 2010 — earnings on such

amounts in accordance with Clause 6D.

(3)

On a Member ceasing to be in the employ of the Employer for any reason the

amount standing to the credit of his or her Accumulation Account shall be paid to or

in respect of the Member in addition to any other benefit payable under this

Schedule.

B.8 Additional benefits for additional Member contributions

A Member may with the consent of the Employer arrange with the Trustee to pay or

transfer a capital sum to the Fund, and/or to pay additional contributions to the Fund, for

such period or periods as shall be agreed with the Trustee. Such a Member shall upon his

leaving the employ of the Employer or upon his death while in the employ of the Employer

be entitled to have paid to or in respect of him from the Fund (unless otherwise agreed with

the Principal Employer and the Trustee pursuant to the provisions of Clause 7(2)) an

additional amount equal to the sum of the capital sum paid or transferred to the Fund

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pursuant to this Rule B.8 (if any) plus the amount of any contributions paid under this Rule

B.8 (if any) together with:

(a) in respect of the period prior to the Unitisation Date:

(i) if, and during the period that, the Minimum Interest Rate Conditions are

satisfied - earnings on such amounts at the rate of 4% per annum

compounded yearly (or such higher rate as the Trustee may determine

from time to time); and

(ii) if, and during the period that, the Minimum Interest Rate Conditions are not

satisfied - earnings on such amounts as determined by the Trustee from

time to time with the approval of the Principal Employer, having regard to

Clauses 6B and 6C, and applicable legislative or government requirement

and such other matters as the Trustee considers relevant; and

(b) in respect of the period from the Unitisation Date to 30 June 2010:

(i)

in the case of the amount (if any) held in the Fund under this Rule B.8 in

respect of the Member immediately prior to the Unitisation Date:

(A) if, and during the period that, the Minimum Interest Rate Conditions




(B) if, and during the period that, the Minimum Interest Rate Conditions

are not satisfied — earnings on such amounts in accordance with

Clause 6D;

(ii) in the case of any Minimum Interest Rate Contributions made to the Fund

under this Rule B.8 in respect of the Member from the Unitisation Date to

30 June 2010:

(A) if, and during the period that, the Minimum Interest Rate Conditions




(B) if, and during the period that, the Minimum Interest Rate Conditions

are not satisfied — earnings on such amounts in accordance with

Clause 6D; and

(iii) in the case of any other amount held in the Fund in respect of the Member

under this Rule B.8 — earnings on such amounts in accordance with

Clause 6D; and

(c) in respect of the period on and after 1 July 2010 — earnings on such amounts in

accordance with Clause 6D.

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B.9 Minimum entitlements after Change of Control

(1) For the purposes of this Rule:

Change of Control occurs when:

(a) as the result of a change after 1 May 1986 in the ownership or control of

shares:

(i) a person or a person and another person or other persons

associated with that person within the meaning of the Corporations

Act, or within the terms of any other relevant code act or

legislation, become(s) able in the opinion of the Trustee to

exercise, directly or indirectly control the exercise of, or

substantially influence the exercise of, the right to vote attached to

30% or more of the voting shares of the Shareholding Company;

or

(ii) a person other than the Shareholding Company or such a person

and another person or other persons associated with that person

within the meaning of the Corporations Act, or within the terms of

any other relevant code act or legislation become(s) able in the

opinion of the Trustee to exercise, or directly or indirectly control

the exercise of, or substantially influence the exercise of, the right

to vote attached to 30% or more of the voting shares of the Holding

Company; or

(iii) the Holding Company becomes a subsidiary of a company other

than the Shareholding Company or the Shareholding Company

becomes a subsidiary of another company; or

(iv) the shares of the Holding Company or of the Shareholding

Company are removed from the Official List of a recognised Stock

Exchange,

PROVIDED THAT a Change of Control shall not be deemed to have

occurred notwithstanding the happening of any of the foregoing events if

upon the request of the Trustee the auditor for the time being of the

Holding Company certifies the happening of any of the foregoing events is

in the course of an internal reorganization or reconstruction of the Holding

Company or of the group of related corporations (within the meaning of the

Corporations Law of which the Holding Company is a member or the

Shareholding Company as the case may be; or

(b) having been requested to consider the matter by the Trustee or any

Member, the auditor for the time being of the Holding Company determines

that as a result of an event or a series of events occurring after 1 May 1986

there has been a change of control of the business or affairs of the Holding

Company or of the Shareholding Company as the case may be.

Holding Company means Rio Tinto Limited or any corporation or undertaking

constituted in lawful succession thereto.

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Relevant Date means:

(a) in the case of a matter falling within paragraph (a) of the definition of

Change of Control, the date upon which a Change of Control occurred; and

(b) in the case of a determination by the auditor for the time being of the

Holding Company under paragraph (b) of that definition, the date (if any)

determined by that person as being the date upon which a Change of

Control occurred.

Relevant Member means a Member of the Fund in the employ of an Employer as

at the Relevant Date.

Relevant Period means a period of two years commencing on and from a

Relevant Date.

Shareholding Company means the Rio Tinto-Zinc Corporation PLC or any

corporation or undertaking constituted in lawful succession thereto.

(2) Upon a Change of Control occurring the provisions of Rule B.9(3) shall forthwith

take effect and shall apply during the Relevant Period notwithstanding anything

expressed or implied to the contrary in any other provisions of this Deed or the

Rules.

(3) Upon a Relevant Member ceasing to be in the employ of the Employer during the

Relevant Period other than because of fraud or wilful misconduct (evidence of such

fraud or wilful misconduct to the satisfaction of the Trustee being submitted by the

Employer) the value of the benefit payable from the Fund to or in respect of such

Relevant Member shall not be less than the amount of the benefit payable under

the provisions of Rule B.7(2) as if the Principal Employer had certified that the

cessation of employment was part of a formal retrenchment programme.

(4) Notwithstanding anything expressed or implied to the contrary in the Deed or the

Rules, where, subsequent to a Change of Control occurring, a benefit becomes

payable within a Relevant Period under these Rules in circumstances in which that

benefit is contingent for determination or assessment upon a Member's Salary, the

Salary so used shall be not less in amount than the Relevant Member's Salary at

the Relevant Date.

(5) Any certification, decision, determination or assessment by the Trustee, the

Actuary or the auditor of the Holding Company pursuant to this Rule shall be final

and binding on all interested persons.

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Schedule 3

Accumulation Division (QAL Wages Fund DC Members and Deferred

Account Members)

Defined Benefit Division (QAL Wages Fund DB Members)

C. Former Members of Queensland Alumina Wages Employees

Superannuation Fund

C.1 Commencement and Application of Schedule

(1) This Schedule commenced on the Transfer Date.

(2) This Schedule applies to:

(a) a former member of the QAL Wages Fund who is admitted to the Fund as

a QAL Wages Fund DC Member as from the Transfer Date;

(b) a former member of the QAL Wages Fund who is admitted to the Fund as

a QAL Wages Fund DB Member as from the Transfer Date including a

QAL Wages Fund DB Member who after the Transfer Date elects to

become a QAL Wages Fund DC Member under Rule 0.1(4);

(c) a person who is employed by an Employer and who is admitted to

membership of the Fund after the Transfer Date as a QAL Wages Fund DC

Member on the basis that this Schedule applies to the person concerned;

(d) a QAL Staff Fund Member who becomes a QAL Wages Fund DC Member

under Rule D.1(5) of Schedule 4; and

(e) a Deferred Account Member.

(3) (a) The QAL Wages Fund Members may be divided into categories as follows:

(i) in respect of QAL Wages Fund DC Members, Contributory

Member category;

(ii) in respect of QAL Wages Fund DC Members, Non-contributory

Member category;

(iii) any other categories determined by the QAL Principal Employer.

(b) The number and designation of categories under Rule C.1(3)(a)(iii), and

the conditions for entry to and exit from any category, shall be as

determined by the QAL Principal Employer and at any particular time a

QAL Wages Fund Member shall be classified into the category of QAL

Wages Fund Members determined by the QAL Principal Employer.

(4) Each QAL Wages Fund DB Member shall, unless the QAL Principal Employer

otherwise determines either generally in any particular case, having been

previously advised of the amount of his or her DB Credit or the basis on which his

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or her DB Credit will be calculated, be entitled to make an election, the effect of

which is that his or her participation or continued participation in the Fund will be on

the basis of becoming a QAL Wages Fund DC Member in which event:

(a) notwithstanding anything to the contrary expressed or implied in the Deed

or the Rules (including this Schedule), the Member will be entitled to

benefits as a QAL Wages Fund DC Member and will cease to be entitled to

benefits as a QAL Wages Fund DB Member, with effect from the effective

date of the election;

(b) any such election shall be irreversible and may be made prior to and with

effect from such date as the QAL Principal Employer determines either

generally or in any particular case PROVIDED THAT the Member is then a Member and an Employee AND PROVIDED FURTHER THAT elections

made at the times prescribed in this Rule C.1(4)(b) shall be subject to such

terms and conditions as the QAL Principal Employer determines;

(c) an amount (the DB Credit) will be credited in respect of the Member to the

Member's Accumulation Account to be maintained under Rule C.5; and

(d) the amount to be credited pursuant to Rule C.1(4)(c) shall be such amount

as is agreed between the QAL Principal Employer and the Trustee on the

advice of the Actuary.

(5)

A QAL Wages Fund Member, the QAL Principal Employer and the Trustee may

agree that the QAL Wages Fund Member shall become a QAL Staff Fund DC

Member with effect from such date as is agreed. Where such an agreement is made:

(a) the QAL Wages Fund Member will be entitled to the benefits applicable to

QAL Staff Fund DC Members under Schedule 4 and will cease to be

entitled to benefits under this Schedule;

(b) an amount (the QAL Wages Fund Credit) will be credited in respect of

the Member to the Member's Accumulation Account to be maintained

under Rule D.5 of Schedule 4; and

(c) the amount to be credited pursuant to Rule C.1(5)(b) shall be such amount



C.2 Definitions

Accumulation Account means in relation to a QAL Wages Fund DC Member or a

Deferred Account Member, the account established and maintained by the Trustee in

accordance with Rule C.5.

Accumulation Account Balance means in relation to a QAL Wages Fund DC Member or

a Deferred Account Member at any particular date, the amount standing to credit of his or her Accumulation Account at that date.



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administering the Fund which are referrable to QAL Wages Fund DC Members and

Deferred Account Members PROVIDED THAT the Trustee, the Principal Employer and the

QAL Principal Employer may agree in respect of any particular period that the

Administration Charge will be nil.

Contributory Member means a QAL Wages Fund DC Member who is for the time being

so classified in accordance with Rule C.1(3).

Date of Disablement means in relation to a QAL Wages Fund DC Member and any state

of disablement giving rise to a benefit under this Schedule the later of:

(a) the date determined by the Trustee to be that on which the Member last ceased to

be actively employed; and

(b) the date determined by the Trustee to be that on which the illness or injury which

(in the opinion of the Trustee after considering evidence satisfactory to the Trustee)

was the primary cause of such disablement commenced or occurred,

or, in any case, such other date (if any) as the Trustee may declare to be the QAL Wages

Fund DC Member's Date of Disablement for the purposes of the whole or any particular

provision of this Schedule.

DB Credit means in relation to a QAL Wages Fund DB Member who elects to become a

QAL Wages Fund DC Member under Rule C.1(4), the amount more particularly referred to

in Rule C.1(4)(d).


(a) a QAL Wages Fund DC Member described in Clause 3A(3)(a)(i)(B); and

(b) a QAL Wages Fund DC Member described in Rule C.16(1).

Employer Amount means in relation to a QAL Wages Fund DC Member, a percentage of

the QAL Wages Fund DC Member's Salary, in respect of each pay period during which the

Member is a Member and is actively at work, absent on approved annual or other paid

leave or absent from work for any other reason and in respect of which the Employer

agrees to the allocation to the Member, being the sum of:

(a) the amount which the Employer determines is sufficient to avoid the

Superannuation Charge;

(b) if the Member is a Contributory Member, such additional amount (if any) as is

determined from time to time by the Employer; and

(c) if the Member is a Contributory Member with whom the Employer has an

agreement under Rule C.3(2), an amount which is equal to 4% of the Member's

Salary.

Full Risk Benefit means an amount equal to a percentage, determined in accordance with

Rule C.9, of the QAL Wages Fund DC Member's Salary for each complete year (and pro

rata for complete days) between:

(a) the date of the QAL Wages Fund DC Member's death or, as the case may be, the

Date of Disablement; and

(b) the QAL Wages Fund DC Member's 65th birthday,

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provided that the amount of the Full Risk Benefit payable to a QAL Wages Fund DC

Member who has elected not to receive a Full Risk Benefit pursuant to Rule C.10A will be nil.

III-health means in relation to a QAL Wages Fund DC Member, physical or mental

ill-health (not amounting to Total and Permanent Disablement) caused through illness,

bodily injury, disease or infirmity and not incurred or inflicted for the purpose of obtaining a

benefit from the Fund which in the opinion of the Trustee renders the QAL Wages Fund DC Member unable to perform:

(a) the QAL Wages Fund DC Member's normal duties for the Employer before the

QAL Wages Fund DC Member ceased normal active employment with the

Employer; and

(b) the duties of any other position with an Employer for which the QAL Wages Fund

DC Member is suited by reason of education, training or experience,

such duties as determined by the QAL Principal Employer.

Insurance Charge means:

(a) in relation to a QAL Wages Fund DC Member in respect of which the provision of

the Full Risk Benefit is self insured, the cost as determined by the Trustee after

having obtained the advice of the Actuary of providing the Full Risk Benefit in

respect of the QAL Wages Fund DC Member concerned; or

(b) in relation to a QAL Wages Fund DC Member in respect of which the provision of

the Full Risk Benefit is not self insured, the cost of maintaining that Full Risk Benefit,

provided that, for the avoidance of doubt, the Insurance Charge will not, in either case, take

into account the cost of providing the Partial Risk Benefit payable in respect of the III-health

of the QAL Wages Fund DC Member pursuant to Rule C.10.


(a) in relation to a Deferred Account Member in respect of which the provision of

Minimum Insurance Cover is self-insured, such amount as is determined from time

to time by the Trustee after obtaining the advice of the Actuary as appropriate to

provide the Minimum Insurance Cover in the event of death and Total and

Permanent Disablement; or

(b) in relation to a Deferred Account Member in respect of which the provision of

Minimum Insurance Cover is not self-insured, the cost of maintaining that Minimum

Insurance Cover in respect of the Member.




Disablement:

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Age Amount ($)

Under 35 50,000

35 to 39 35,000

40 to 44 20,000

45 to 49 14,000

50 to 55 7,000

56 or more Nil

provided that:






Rule C.10A will be nil.

Non-contributory Member means a QAL Wages Fund DC Member who is for the time

being so classified in accordance with Rule C.1(3).

Normal Retirement Date means in relation to a QAL Wages Fund DC Member the last

day of the month in which a QAL Wages Fund DC Member attains the age of 65 years or

such other date as may be agreed between the Trustee, QAL Principal Employer and the

QAL Wages Fund DC Member.

Opening Balance means in relation to a QAL Wages Fund DC Member the Total Account

Balance (if any) transferred in respect of the QAL Wages Fund DC Member to the Fund

from the QAL Wages Fund at the Transfer Date.

Partial Risk Benefit means, in respect of a QAL Wages Fund DC Member, an amount

equal to 50% of the Member's Full Risk Benefit (if any).

QAL Staff Fund Credit means in relation to a QAL Staff Fund Member who becomes a

QAL Wages Fund DC Member under Rule D.1(5), the amount more particularly referred to

in Rule D.1(5)(c).

QAL Staff Fund DC Member has the meaning given to it in Rule D.2 of Schedule 4.

QAL Wages Fund means the Queensland Alumina Wages Employees Superannuation

Fund which was established by a Trust Deed dated 4 March 1968 (as amended).

QAL Wages Fund Credit means in relation to a QAL Wages Fund Member who becomes

a QAL Staff Fund DC Member under Rule C.1(5), the amount more particularly referred to

in Rule C.1(5)(c).

QAL Wages Fund DB Member means a former member of the QAL Wages Fund who

was entitled to benefits under Part 3 of the QAL Wages Fund Rules immediately prior to

the Transfer Date, unless and until that Member:

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(a) makes an election to become a QAL Wages Fund DC Member under Rule C.1(4);

or

(b) becomes a QAL Staff Fund DC Member under Rule C.1(5).

QAL Wages Fund DC Member means:

(a) a former member of the QAL Wages Fund who was entitled to benefits under Part

2 of the QAL Wages Fund Rules immediately prior to the Transfer Date; or

(b) a person referred in Rule C.1(2)(c);

(c) a QAL Wages Fund DB Member who elects to become a QAL Wages Fund

DC Member under Rule C.1(4); and

(d) a QAL Staff Fund Member who becomes a QAL Wages Fund DC Member under

Rule D.1(5) of Schedule 4,

unless and until that Member becomes a QAL Staff Fund DC Member under Rule C.1(5).

QAL Wages Fund Rules means the governing rules of the QAL Wages Fund in force immediately prior to the Transfer Date.


Salary means in relation to a QAL Wages Fund DC Member or QAL Wages Fund DB

Member at any particular date the ordinary weekly wage rate determined by the Industrial

Agreement covering employees of the Employer and made pursuant to the Conciliation

and Arbitration Act 1904— 1970 or such other agreement or award as may be determined

by the Commonwealth Conciliation and Arbitration Commission PROVIDED THAT in any

particular case Salary shall be such other amount or determined in such other manner as

may be agreed by the QAL Principal Employer, the Trustee and the QAL Wages Fund DC

Member or the QAL Wages Fund DB Member for the purposes of the whole or any

particular provision of the Deed or these Rules.

Taxation Amount means, in relation to a QAL Wages Fund DC Member, an amount as

determined by the Trustee equal to the tax which in the opinion of the Trustee has been

assessed against the Fund in respect of the contribution of the Employer Amount or,

unless otherwise determined by the QAL Principal Employer with the consent of the

Trustee, would be assessed against the Fund had the Employer contributed the Employer

Amount to the Fund in relation to the QAL Wages Fund DC Member on the date it was

credited to the QAL Wages Fund DC Member's Accumulation Account.

Total Account Balance means in respect of a QAL Wages Fund DC Member the balance,

as at the Transfer Date, standing to the credit of that QAL Wages Fund DC Member in the

QAL Wages Fund DC Member's:

(a) Additional Employer Account as provided for in clause 2.3.5 of the QAL Wages Fund Deed;

(b) Basic Contribution Account as provided for in clause 2.3.3 of the QAL Wages Fund

Deed;

(c) SG Account as provided for in clause 2.3.4 of the QAL Wages Fund Deed; and

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(d) Voluntary Contribution Account as provided for in clause 2.3.6 of the QAL Wages

Fund Deed.

Transfer Date means 1 January 2003.

C.3 Contributions by QAL Wages Fund DC Members

(1) A Non-contributory Member is not required to contribute to the Fund.

(2) Each QAL Wages Fund DC Member, other than a Non-contributory Member, is

required to make basic contributions to the Fund at the rate of 4% of Salary, except

where the Employer and the Contributory Member agree, with the Trustee's

approval, that the Contributory Member is not required to make basic contributions

as provided for in this Rule C.3(2).

(3) Any QAL Wages Fund DC Member may, with the approval of, and subject to the

terms, conditions, limitations and restrictions imposed by, the Trustee and by the

QAL Principal Employer, in addition to the contributions payable pursuant to Rule

C.3(2) (if any) make voluntary contributions to the Fund.

(4) Subject to Superannuation Law, the Trustee may accept from any person such

voluntary contributions for the credit of a QAL Wages Fund DC Member as the

Trustee determines.

C.3A Contributions by Deferred Account Members

A Deferred Account Member is permitted to make voluntary contributions in a form and

manner approved by the Trustee from time to time, but is not permitted to make any other

contributions except those which the Trustee is required to accept under the

Superannuation Requirements.

C.4 Contributions by QAL Wages Fund DB Members

(1) Each QAL Wages Fund DB Member is required to make basic contributions to the

Fund at the rate of 4% of Salary, except where the Employer and QAL Wages

Fund DB Member agree, with the Trustee's approval, that the QAL Wages Fund

DB Member is not required to make basic contributions as provided for in this Rule

C.4(1).

(2) For the purposes of calculating a QAL Wages Fund DB Member's benefit, a QAL

Wages Fund DB Member with whom the Employer has an agreement under Rule

C.4(1) is deemed to have made basic contributions to the Fund at the rate of 4% of

Salary at all times during which the agreement with the Employer is in place.

(3) Any QAL Wages Fund DB Member may, with the approval of, and, subject to such

terms, conditions, limitations and restrictions imposed by, the Trustee and/or the

QAL Principal Employer, in addition to the contributions payable pursuant to Rule

C.4(1) make voluntary contributions to the Fund.

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C.5 Accumulation Account

The Trustee will establish and maintain in respect of each QAL Wages Fund DC Member

and Deferred Account Member an Accumulation Account which will be:

(a) credited with:

(i) the Opening Balance (if applicable);

(ii) the DB Credit (if applicable);

(iii) the QAL Staff Fund Credit (if applicable);

(iv) the QAL Wages Fund DC Member's or Deferred Account Member's

contributions (if any) to the Fund;

(v) the Employer Amount;

(vi) the amount of any contributions made in respect of the QAL Wages Fund

DC Member or Deferred Account Member as an Eligible Spouse;


QAL Wages Fund DC Member or Deferred Account Member under Clause

5(9);


in respect of the QAL Wages Fund DC Member or Deferred Account

Member because of a valid contributions splitting application under Clause

5(10);

(ix) the Spouse's Benefit (within the meaning of Clause 8(12)(d)) of the QAL

Wages Fund DC Member or Deferred Account Member in accordance with

Clause 8(12);


Clause 6D;

(xi) any amount to be credited to the Accumulation Account pursuant to

Clause 6(5);

(xii) the amount of any benefits allocated or transferred within the Fund to the


(xiii) any amount paid, rolled over or transferred to the Fund from an Approved

Benefit Arrangement in respect of the QAL Wages Fund DC Member or

Deferred Account Member; and

(xiv) any other amounts which the Trustee considers is appropriate or equitable


(b) debited with:

(I) the Administration Charge (if any);

(ii) the Insurance Charge (if any);

(iii) the Taxation Amount;

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(iv) any amount of Splittable Contributions the Trustee may determine to debit

in respect of the QAL Wages Fund DC Member or Deferred Account

Member because of a valid contributions splitting application in favour of

the QAL Wages Fund DC Member's, or Deferred Account Member's,

Spouse under Clause 5(10);

(v) the Spouse's Benefit (within the meaning of Clause 8(12)(d)) of the Spouse

of the QAL Wages Fund DC Member or Deferred Account Member in

accordance with Clause 8(12);

(vi) any amount to be debited to the Accumulation Account in accordance with

Clause 6D;

(vii) any amount to be debited to the Accumulation Account pursuant to

Clause 6(5); and

(viii) the amount of any benefits allocated or transferred within the Fund from


(ix) any amount paid, rolled over or transferred from the Fund to an Approved

Benefit Arrangement in respect of the QAL Wages Fund DC Member or

Deferred Account Member;

(x) any benefit paid from the Accumulation Account;

(xi) the Minimum Insurance Charge (if any); and



C.6 Terminal Medical Condition benefits

(1) This Rule C.6 applies if:

(a) a QAL Wages Fund DC Member or Deferred Account Member suffers a

Terminal Medical Condition;

(b) where the QAL Wages Fund DC Member's or Deferred Account Member's

Full Risk Benefit or Minimum Insurance Cover (as applicable and if any) is

self-insured, the QAL Wages Fund DC Member's or Deferred Account

Member's Accumulation Account Balance is not less than the Minimum

Account Balance; and

(c) the QAL Wages Fund DC Member or Deferred Account Member requests

(in the form and manner determined by the Trustee) the Trustee to pay a

benefit under this Rule C.6.

(2) Subject to the Deed and these Rules, where this Rule C.6 applies there will be

payable to the QAL Wages Fund DC Member or Deferred Account Member a lump

sum benefit of an amount equal to the sum of:

(a) in all cases, the amount of the TMC Benefit specified in the QAL Wages

Fund DC Member's or Deferred Account Member's request to the Trustee

(which may be all, part or none of the Member's TMC Benefit); and

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(b) except where the QAL Wages Fund DC Member's or Deferred Account

Member's Full Risk Benefit or Minimum Insurance Cover (as applicable

and if any) is self-insured, subject to Rule C.14, a Full Risk Benefit or

Minimum Insurance Cover (as applicable and if any).

(3)

In this Rule C.6 a QAL Wages Fund DC Member's or Deferred Account Member's

TMC Benefit means an amount equal to the amount of their Accumulation Account

Balance less the Minimum Account Balance.

C.7 Leaving service benefits

Subject to the provisions of the Deed, if a QAL Wages Fund DC Member leaves the

employ of the Employer at any time in circumstances other than those provided for in Rules

C.8 and C.10, there shall be payable to the QAL Wages Fund DC Member from the Fund a

lump sum benefit equal to the QAL Wages Fund DC Member's Accumulation Account

Balance. For the avoidance of doubt, any QAL Wages Fund DC Member ceasing to be in

the Service in the circumstances contemplated in this Rule C.7 may continue to be a

MySuper Member to the extent the Member continues to meet the conditions of clause

8A(2).

C.8 Death or Total and Permanent Disablement whilst in employment

If a QAL Wages Fund DC Member:

(a) dies while in the employ of the Employer; or

(b) ceases to be in the employ of the Employer as a result of Total and Permanent

Disablement,

there shall be payable to or in respect of the QAL Wages Fund DC Member a lump sum

benefit equal to:

(i) the QAL Wages Fund DC Member's Accumulation Account Balance; and

(ii) subject to Rule C.14, a Full Risk Benefit (if any).

C.8A Death or Total and Permanent Disablement — Deferred Account Members

If a Deferred Account Member dies or suffers Total and Permanent Disablement, there

shall be payable to or in respect of the Deferred Account Member a lump sum benefit equal

to:

(a) the Deferred Account Member's Accumulation Account Balance; and

(b) the Member's Minimum Insurance Cover (if any).

C.9 Level of Full Risk Benefit

The Trustee may (with the approval of the relevant Insurer (where applicable)):

(a) determine the percentage of each QAL Wages Fund DC Member's Salary to be

applicable in calculating the amount of the Full Risk Benefit applicable to QAL

Wages Fund DC Members, in which case that percentage shall apply in calculating

the Full Risk Benefit for each QAL Wages Fund DC Member; or

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(b) determine more than one percentage of a QAL Wages Fund DC Member's Salary

which may be applied in calculating the Full Risk Benefit applicable to QAL Wages

Fund DC Members and invite QAL Wages Fund DC Members to nominate one of

those percentages, in which case the percentage nominated by the QAL Wages

Fund DC Member (or the percentage determined by the Trustee if the QAL Wages

Fund DC Member fails to make a nomination) shall apply in calculating the Full

Risk Benefit for a QAL Wages Fund DC Member,

provided, in each case, that the Trustee or Insurer (if applicable) may require any such

Member to undergo such medical examinations and tests and satisfy such other

underwriting or other conditions as the Trustee or Insurer may require. If the Member fails

to pass any such medical examination or test (or fails to satisfy such other underwriting or

other conditions) or the Member's results in any such examination or test are not

satisfactory for any reason, the Trustee or the Insurer may impose terms, conditions or

restrictions on the amount, of or conditions of payment, of any Full Risk Benefit (including,

without limitation, by suspending payment of the Full Risk Benefit or consideration of any

claim thereto, as the case may require, until the requirements of this Rule are complied

with) or may refuse to grant a Full Risk Benefit in relation to the Member.

C.10 Retirement on III-health for Eligible Ill-Health Members

A QAL Wages Fund DC Member who is retired from employment with the Employer before

the Normal Retirement Date on the grounds that the QAL Wages Fund DC Member has

been declared to suffer III-health shall be entitled to a lump sum equal to:

(a) the QAL Wages Fund DC Member's Accumulation Account Balance; and

(b) subject to Rule C.14, a Partial Risk Benefit (if any),

provided that no Member shall be entitled to receive any amount under this Rule 0.10

unless the Member is an Eligible III-Health Member. The relevant Employer shall bear the

costs of providing any Partial Risk Benefit provided in respect of a Member under this Rule

0.10.

C.10A Opt-out of Full and Partial Risk Benefits and Minimum Insurance Cover

(a) A QAL Wages Fund DC Member may elect not to receive a Full Risk Benefit (and,

as a result, a Partial Risk Benefit) on such terms and conditions as the Trustee

may determine from time to time.



C.11 Operation of the Accumulation Account

Subject to the Superannuation Requirements, the Trustee will have power to credit or debit

the QAL Wages Fund DC Member's or Deferred Account Member's Accumulation Account

at such time or times as the Trustee may from time to time think fit PROVIDED THAT:



QAL Wages Fund DC Member; and

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Consolidated Trust Deed Allens > < Linklaters



C.12 QAL Wages Fund DB Members

Subject to the Deed and these Rules, on a QAL Wages Fund DB Member ceasing to be in

the employ of the Employer in circumstances which would have given rise to a benefit

under the QAL Wages Fund Rules, the Trustee shall pay to or in respect of the QAL

Wages Fund DB Member the benefit which would have been payable to or in respect of the

QAL Wages Fund DB Member in the relevant circumstances had she or he continued as a

member of the QAL Wages Fund on the same terms and conditions as applied in respect

of the QAL Wages Fund DB Member immediately prior to the Transfer Date PROVIDED

THAT:

(a) the assets relating to the benefits payable under this Rule will be invested in

accordance with this Deed and these Rules; and

(b) no QAL Wages Fund DB Member shall be entitled to receive any amount under

this Rule 0.12 which is payable as a result of the III-health of the Member unless

the Member is an Eligible III-Health Member.

C.12A Terminal Medical Condition benefits

(1) This Rule C.12A applies if a QAL Wages Fund DB Member:




(2) Subject to the Deed and these Rules, where this Rule C.12A applies there will be

payable to the QAL Wages Fund DB Member a lump sum benefit of an amount

equal to the amount of the TMC Benefit specified in the QAL Wages Fund DB

Member's request to the Trustee.

(3) Benefits payable under this Rule C.12A will be paid on such terms and conditions

as may be determined by the Trustee from time to time.

(4) Subject to Superannuation Law, the Trustee will debit the QAL Wages Fund DB

Member's accounts in the Fund with any amount paid under Rule C.12A(2) or

otherwise adjust the remaining benefits (if any) payable to or in respect of the QAL

Wages Fund DB Member in such manner as the Trustee thinks fit to take account

of the amount paid under Rule C.12A(2).

(5)

In this Rule C.12A the QAL Wages Fund DB Member's TMC Benefit means the

amount that would be payable to the QAL Wages Fund DB Member as a

withdrawal benefit on leaving service without entitlement to any other benefit from

the Fund if the QAL Wages Fund DB Member were entitled to that benefit under

Rule 0.12 (instead of a benefit under this Rule C.12A).

C.13 Payment of preserved benefits

The Trustee:

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(a) must not pay a preserved benefit (within the meaning of Superannuation Law) to a

QAL Wages Fund Member prior to that Member's Deferral Date;

(b) must pay or commence to pay a benefit to a QAL Wages Fund Member when that

Member attains the date on which Superannuation Law requires a benefit to be

paid or to commence to be paid notwithstanding that the Member remains

employed by an Employer, and on payment of that benefit the Member shall cease

to be a Member; and

(c) may pay a benefit to a QAL Wages Fund Member who has attained age 65 on the

request of that Member notwithstanding that the Member remains an Employee

and on payment of that benefit the Member shall cease to be a Member.

In this Rule Deferral Date in relation to a QAL Wages Fund Member means the date on

which a preserved benefit (within the meaning of Superannuation Law) of the Member may

be cashed under Superannuation Law.

C.14 Insurance restrictions and adjustments

(1) (a) Without limiting the operation of clause 6(10), if insurance is effected or

sought to be effected by the Trustee with an Insurer in respect of any

benefit which might become payable from the Fund in respect of a QAL

Wages Fund Member or group of QAL Wages Fund Members and:

(i) that Insurer refuses to provide or increase insurance in respect of a

QAL Wages Fund Member on its standard terms; or

(ii) that Insurer for any reason whatever fails to provide, increase or

maintain or reduces, terminates, limits, restricts or withholds

insurance or does not admit or refuses to consider or defers a

claim in whole or in part,

then, unless otherwise agreed between the Trustee and the QAL Principal

Employer, the benefits in respect of which insurance has been or would

have otherwise been effected shall be reduced to the extent to which

insurance has not been effected on standard terms or has otherwise not

been obtained, increased or maintained or has been reduced, terminated,

limited, restricted or withheld or such a claim is deferred or not admitted,

and the Trustee may adjust any affected benefit in such manner as the

Trustee, after obtaining the advice of the Actuary, considers appropriate in

effecting such a reduction.

(b) If any event provided for in Rule C.14(1)(a) occurs in relation to insurance

sought or effected, the Trustee shall not be bound to seek alternative

insurance with the same or another insurer or, if the Trustee may decide to

seek alternative insurance, the Trustee may limit that search to such

insurer or insurers as the Trustee may see fit.

(c) In any case, the Trustee may (and shall as directed by the QAL Principal

Employer) adjust the amount, time for and basis for payment of all or part

of a benefit in respect of which insurance has been effected in such

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manner as the Trustee (or if the QAL Principal Employer, in the case of

such a direction) may consider appropriate to take account of the terms

and conditions upon which the proceeds of such insurance are payable by

the relevant Insurer and the amount of such proceeds.

(d) Any adjusted benefits provided pursuant to this Rule C.14 shall be in lieu of

and in full satisfaction of the benefits which would or might have been or

become payable but for the operation of this Rule C.14.

(2) If insurance is not sought by the Trustee in respect of the whole of a benefit which

might become payable from the Fund in respect of a person but the QAL Principal

Employer believes that an event provided for in Rule C.14(1)(a) would or would

likely have occurred if the Trustee had done so, then (unless otherwise agreed

between the Trustee and the QAL Principal Employer) Rule 0.14(1) shall apply

(subject to Superannuation Law) as if:

(a) the Trustee had in fact sought or effected insurance in respect of that

benefit of such amount and on such conditions as shall be determined by

the QAL Principal Employer; and

(b) such of the events provided for in Rule C.14(1)(a) as the QAL Principal

Employer shall determine had in fact occurred and for such reasons, in

such circumstances and with such effect as the QAL Principal Employer

shall determine.

C.15 Restriction on Amendments to this Schedule

No Amendment shall be made to this Schedule under Clause 32 which would alter the

rights and benefits under this Schedule of QAL Wages Fund Members admitted to the

Fund as at the Transfer Date such that on the whole equity is not maintained between

them.

C.16 Deferred Membership


to a QAL Wages Fund DC Member under Rule C.7, 0.8 (except on death) or C.10

on or after 1 July 2007 the QAL Wages Fund DC Member will be known as a

Deferred Account Member on and from the time the benefit becomes payable.

(2) The following provisions apply to, and in respect of, each Deferred Account

Member from the agreed date for the purposes of Clause 3A (in the case of a

Deferred Account Member under paragraph (a) of the definition of Deferred Account Member in Rule 0.2) or the time the benefit becomes payable (in any other case):

(a) their benefit will remain in the Accumulation Account under this Schedule

until death or Rule 0.16 applies;

(b) except to the extent required by the Superannuation Requirements, no

contributions by or in respect of the Employer will be accepted by the

Trustee for crediting to the Accumulation Account; and

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(3)

(c) they will be entitled to Minimum Insurance Cover;

(d) they will not be entitled to a Full Risk Benefit or a Partial Risk Benefit.



(a) upon the death or Total and Permanent Disablement of the Deferred

Account Member;

(b) within 30 days (or such other period as may be determined by the Trustee




Balance; and

(c) in such other circumstances (if any) as may be determined by the Trustee

from time to time).


(i) (A) in the case of the death of the Deferred Account Member — in

accordance with Clause 6(3) or 6(3A) (as the case may be); or

(B) in any other case - in accordance with any request of the Deferred

Account Member in a manner consistent with Superannuation Law

or as determined by the Trustee from time to time; and

on terms and conditions (if any) as may be determined by the Trustee from

time to time.

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Schedule 4

Accumulation Division (QAL Staff Fund DC Members and Deferred Account

Members)

Defined Benefit Division (QAL Staff Fund DB Members)

D. Former Members of Queensland Alumina Management Staff

Superannuation Fund

D.1 Commencement and Application of Schedule

(1) This Schedule commenced on the Transfer Date.


(a) a former member of the QAL Staff Fund who is admitted to the Fund as a

QAL Staff Fund DC Member as from the Transfer Date;

(b) a former member of the QAL Staff Fund who is admitted to the Fund as a

QAL Staff Fund DB Member as from the Transfer Date including a QAL

Staff Fund DB Member who after the Transfer Date elects to become a

QAL Staff Fund DC Member under Rule D.1(4);

(c) a person who is employed by an Employer and who is admitted to

membership of the Fund as a QAL Staff Fund DC Member on the basis

that this Schedule applies to the person concerned;

(d) a QAL Wages Fund Member who becomes a QAL Staff Fund Member

under Rule C.1(5) of Schedule 3;

(e) a Deferred Account Member; and

(f) a person who becomes entitled to a benefit under Rule D.12(2).

(3) (a) The QAL Staff Fund Members may be divided into categories as follows:

(I) in respect of QAL Staff Fund DC Members, Contributory Member category;

(ii) in respect of QAL Staff Fund DC Members, Non-contributory

Member category; and

(iii) any other categories determined by the QAL Principal Employer.

(b) The number and designation of categories under Rule D.1(3)(a)(iii), and

the conditions for entry to and exit from any category, shall be determined

by the QAL Principal Employer and at any particular time a QAL Staff Fund

Member shall be classified into the category of QAL Staff Fund Members

determined by the QAL Principal Employer.

(4) Each QAL Staff Fund DB Member shall, unless the QAL Principal Employer

otherwise determines either generally in any particular case, having been

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previously advised of the amount of his or her DB Credit or the basis on which his

or her DB Credit will be calculated, be entitled to make an election, the effect of

which is that his or her participation or continued participation in the Fund will be on

the basis of becoming a QAL Staff Fund DC Member in which event:

(a) notwithstanding anything to the contrary expressed or implied in the Deed

or these Rules (including this Schedule), the Member will be entitled to

benefits as a QAL Staff Fund DC Member and will cease to be entitled to

benefits as a QAL Staff Fund DB Member, with effect from the effective

date of the election;

(b) any such election shall be irreversible and may be made prior to and with

effect from such date as the QAL Principal Employer determines either

generally or in any particular case, PROVIDED THAT the Member is then

a Member and an Employee AND PROVIDED FURTHER THAT elections

made at the times prescribed in this Rule D.1(4)(b) shall be subject to such

terms and conditions as the QAL Principal Employer determines;

(c) an amount (the DB Credit) will be credited in respect of the Member to the

Member's Accumulation Account to be maintained under Rule D.5; and

(d) the amount to be credited pursuant to Rule D.1(4)(b) shall be such amount



(5)

A QAL Staff Fund Member, the QAL Principal Employer and the Trustee may

agree that the QAL Staff Fund Member shall become a QAL Wages Fund DC

Member with effect from such date as is agreed. Where such an agreement is

made:

(a) the QAL Staff Fund Member will be entitled to the benefits applicable to

QAL Wages Fund DC Members under Schedule 3 and will cease to be

entitled to benefits under this Schedule;

(b) an amount (the QAL Staff Fund Credit) will be credited in respect of the

Member to the Member's Accumulation Account to be maintained under

Rule C.5 of Schedule 3; and

(c) the amount to be credited pursuant to Rule D.1(5)(b) shall be such amount



D.2 Definitions

Accumulation Account means in relation to a QAL Staff Fund DC Member or a Deferred

Account Member, the account established and maintained by the Trustee in accordance

with Rule 0.5.

Accumulation Account Balance means in relation to a QAL Staff Fund DC Member or a

Deferred Account Member at any particular date, the amount standing to credit of his or her

Accumulation Account at that date.

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administering the Fund which are referrable to QAL Staff Fund DC Members and Deferred

Account Members PROVIDED THAT the Trustee, the Principal Employer and the QAL

Principal Employer may agree in respect of any particular period that the Administration

Charge will be nil.

Contributory Member means a QAL Staff Fund DC Member who is for the time being so

classified in accordance with Rule 0.1(3).

Date of Disablement means in relation to a QAL Staff Fund DC Member and any state of

disablement giving rise to a benefit under this Schedule the later of:

(a) the date determined by the Trustee to be that on which the Member last ceased to

be actively employed; and

(b) the date determined by the Trustee to be that on which the illness or injury which

(in the opinion of the Trustee after considering evidence satisfactory to the Trustee)

was the primary cause of such disablement commenced or occurred,

or, in any case, such other date (if any) as the Trustee may declare to be the QAL Staff

Fund DC Member's Date of Disablement for the purposes of the whole or any particular

provision of this Schedule.

DB Credit means in relation to a QAL Staff Fund DB Member who elects to become a QAL

Staff Fund DC Member under Rule D.1(4), the amount more particularly referred to in

Rule D.1(4)(d).


(a) a QAL Staff Fund DC Member described in Clause 3A(3)(a)(i)(C); and

(b) a QAL Staff Fund DC Member described in Rule 0.16(1).

Employer Amount means in relation to a QAL Staff Fund DC Member, a percentage of

the QAL Staff Fund DC Member's Salary, in respect of each pay period during which the

Member is a Member and is actively at work, absent on approved annual or other paid

leave or absent from work for any other reason and in respect of which the Employer

agrees to the allocation to the Member, being the sum of:

(a) the amount which the Employer determines is sufficient to avoid the

Superannuation Charge;

(b) if the Member is a Contributory Member, an amount which is equal to the excess (if

any) of 13% of the Member's Salary over the amount referred to in paragraph (a) of

this definition; and

(c) if the Member is a Contributory Member with whom the Employer has an

agreement under Rule 0.3(2), an amount which is equal to 5% of the Member's

Salary.

Full Risk Benefit means an amount equal to a percentage, determined in accordance with

Rule 0.9, of the QAL Staff Fund DC Member's Salary for each complete year (and pro rata

for complete days) between:

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(a) the date of the QAL Staff Fund DC Member's death or, as the case may be, the

Date of Disablement; and

(b) the QAL Staff Fund DC Member's 65th birthday,

provided that the amount of the Full Risk Benefit payable to a QAL Staff Fund DC Member

who has elected not to receive a Full Risk Benefit pursuant to Rule D.10A will be nil.

III-health means in relation to a QAL Staff Fund DC Member, physical or mental ill-health

(not amounting to Total and Permanent Disablement) caused through illness, bodily injury,

disease or infirmity and not incurred or inflicted for the purpose of obtaining a benefit from

the Fund which in the opinion of the Trustee renders the QAL Staff Fund DC Member

unable to perform:

(a) the QAL Staff Fund DC Member's normal duties for the Employer before the QAL

Staff Fund DC Member ceased normal active employment with the Employer; and

(b) the duties of any other position with an Employer for which the QAL Principal

Employer considers the QAL Staff Fund DC Member to be reasonably suited,

and such other duties as determined by the QAL Principal Employer.

Insurance Charge means:

(a) in relation to a QAL Staff Fund DC Member in respect of which the provision of the

Full Risk Benefit is self insured, the cost as determined by the Trustee after having

obtained the advice of the Actuary of providing the Full Risk Benefit in respect of

the QAL Staff Fund DC Member concerned; or

(b) in relation to a QAL Staff Fund DC Member in respect of which the provision of the

Full Risk Benefit is not self insured, the cost of maintaining that Full Risk Benefit,

provided that, for the avoidance of doubt, the Insurance Charge will not, in either case, take

into account the cost of providing the Partial Risk Benefit payable in respect of the III-health

of the QAL Staff Fund DC Member pursuant to Rule D.10.


(a) in relation to a Deferred Account Member in respect of which the provision of

Minimum Insurance Cover is self-insured, such amount as is determined from time

to time by the Trustee after obtaining the advice of the Actuary as appropriate to

provide the Minimum Insurance Cover in the event of death and Total and

Permanent Disablement; or

(b) in relation to a Deferred Account Member in respect of which the provision of

Minimum Insurance Cover is not self-insured, the cost of maintaining that Minimum

Insurance Cover in respect of the Member.




Disablement:

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Age Amount ($)

Under 35 50,000

35 to 39 35,000

40 to 44 20,000

45 to 49 14,000

50 to 55 7,000

56 or more Nil

provided that:






Rule D.10A will be nil.

Non-contributory Member means a QAL Staff Fund DC Member who is for the time being so classified in accordance with Rule D.1(3).

Normal Retirement Date means in relation to a QAL Staff Fund DC Member the last day

of the month in which a QAL Staff Fund DC Member attains the age of 65 years or such

other date as may be agreed between the Trustee, the QAL Principal Employer and the QAL Staff Fund DC Member PROVIDED THAT in the case of a female person who was a

member of the QAL Staff Fund No.2 on 1 January 1987 and who transferred her

membership to the QAL Staff Fund "Normal Retirement Date" means, unless otherwise

agreed to by that QAL Staff Fund DC Member and the QAL Principal Employer, the last

day of the month in which the QAL Staff Fund DC Member attains the age of 60 years.

Opening Balance means in relation to a QAL Staff Fund DC Member the Total Account

Balance (if any) transferred in respect of the QAL Staff Fund DC Member to the Fund from

the QAL Staff Fund at the Transfer Date.

Partial Risk Benefit means, in respect of a QAL Staff Fund DC Member, an amount equal

to 50% of the Member's Full Risk Benefit (if any).

QAL Staff Fund means the Queensland Alumina Management Staff Superannuation Fund

which was established by a trust deed dated 5 March 1991 (as amended).

QAL Staff Fund Credit means in relation to a QAL Staff Fund Member who becomes a

QAL Wages Fund DC Member under Rule D.1(5), the amount more particularly referred to in Rule D.1(5)(c).

QAL Staff Fund No.2 means the Queensland Alumina Staff Superannuation Fund which was established by a trust deed dated 27 August 1966 (as amended).

QAL Staff Fund DB Member means a former member of the QAL Staff Fund who was

entitled to benefits under Part 3 of the QAL Staff Fund Rules immediately prior to the

Transfer Date, unless and until that Member:

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Consolidated Trust Deed Aliens> < Linklaters

(a) makes an election to become a QAL Staff Fund DC Member under Rule D.1(4); or

(b) becomes a QAL Wages Fund DC Member under Rule D.1(5) of Schedule 4.

QAL Staff Fund DC Member means:

(a) a former member of the QAL Staff Fund who was entitled to benefits under Part 2

of the QAL Staff Fund Rules immediately prior to the Transfer Date;

(b) a person referred to in Rule D.1(2)(c); and

(c) a QAL Staff Fund DB Member who elects to become a QAL Staff Fund DC

Member under Rule 0.1(4);

(d) a QAL Wages Fund Member who becomes a QAL Staff Fund DC Member under

Rule 0.1(5) of Schedule 3,

unless and until that Member becomes a QAL Wages Fund Member under Rule D.1(5).

QAL Staff Fund Rules means the governing rules of the QAL Staff Fund in force

immediately prior to the Transfer Date.

QAL Wages Fund Credit means in relation to a QAL Wages Fund Member who becomes

a QAL Staff Fund DC Member under Rule 0.1(5), the amount more particularly referred to

in Rule C.1(5)(c).

Relevant Percentage means in relation to a QAL Staff Fund DC Member the percentage

of Salary at which contributions were being made by his or her employer to the QAL Staff

Fund immediately prior to the Transfer Date.


Salary means in relation to a QAL Staff Fund DC Member or QAL Staff Fund DB Member

at any particular date the ordinary remuneration at which the QAL Staff Fund DC Member

or the QAL Staff Fund DB Member is employed by the Employer as at that date

PROVIDED THAT, except to the extent determined by the QAL Principal Employer, the

Salary of a QAL Staff Fund DC Member or QAL Staff Fund DB Member shall not include

the amount or value of any bonus, commission, payment for overtime or other

remuneration, allowance, loading or emolument which the QAL Principal Employer

considers to be an extraordinary nature either generally or in any particular case

PROVIDED ALWAYS THAT in any particular case Salary shall be such other amount or

determined in such other manner as may be agreed by the QAL Principal Employer, the

Trustee and the QAL Staff Fund DC Member or the QAL Staff Fund DB Member for the

purposes of the whole or any particular provision of the Deed or these Rules.

Taxation Amount means, in relation to a QAL Staff Fund DC Member, an amount as

determined by the Trustee equal to the tax which in the opinion of the Trustee has been

assessed against the Fund in respect of the contribution of the Employer Amount or,

unless otherwise determined by the QAL Principal Employer with the consent of the

Trustee, would be assessed against the Fund had the Employer contributed the Employer

Amount to the Fund in relation to the QAL Staff Fund DC Member on the date it was

credited to the QAL Staff Fund DC Member's Accumulation Account.

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Total Account Balance means in respect of a QAL Staff Fund DC Member the balance,

as at the Transfer Date, standing to the credit of that QAL Staff Fund DC Member in the

QAL Staff Fund DC Member's:

(a) Additional Employer Account as provided for in clause 2.3.5 of the QAL Staff Fund Deed;

(b) Basic Contribution Account as provided for in clause 2.3.3 of the QAL Staff Fund Deed;

(c) SG Account as provided for in clause 2.3.4 of the QAL Staff Fund Deed; and

(d) Voluntary Contribution Account as provided for in clause 2.3.6 of the QAL Staff Fund Deed.

Transfer Date means 1 January 2003.

D.3 Contributions by QAL Staff Fund DC Members

(1) A Non-contributory Member is not required to contribute to the Fund.

(2) Each QAL Staff Fund DC Member, other than a Non-contributory Member, is

required to make basic contributions to the Fund at the rate of 5% of Salary, except

where the Employer and the Contributory Member agree, with the Trustee's

approval, that the Contributory Member is not required to make basic contributions

as provided for in this Rule D.3(2).

(3) Any QAL Staff Fund DC Member may, with the approval of, and subject to such

terms, conditions, limitations and restrictions imposed by, the Trustee and the QAL

Principal Employer, in addition to the contributions payable pursuant to Rule D.3(2)

(if any) make voluntary contributions to the Fund.

(4) Subject to Superannuation Law, the Trustee may accept from any person such

voluntary contributions for the credit of a QAL Staff Fund DC Member as the

Trustee determines.

D.3A Contributions by Deferred Account Members

A Deferred Account Member is permitted to make voluntary contributions in a form and

manner approved by the Trustee from time to time, but is not permitted to make any other

contributions except those which the Trustee is required to accept under the

Superannuation Requirements.

D.4 Contributions by QAL Staff Fund DB Members

(1) Each QAL Staff Fund DB Member is required to make basic contributions to the Fund at the rate of 5% of Salary, except:

(a) during a period in which the QAL Staff Fund DB Member is in receipt of a

Temporary Disablement benefit in accordance with Rule D.13; or

(b) where the QAL Principal Employer and the QAL Staff Fund DB Member

agree, with the Trustee's approval, that the QAL Staff Fund DB Member is

not required to make basic contributions as provided for in this Rule D.4(1).

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(2) For the purposes of calculating a QAL Staff Fund DB Member's benefit, a QAL

Staff Fund DB Member with whom the Employer has an agreement under

Rule D.4(1)(b) is deemed to have made basic contributions to the Fund at the rate

of 5% of Salary at all times during which the agreement with the Employer is in

place.

(3) Any QAL Staff Fund DB Member may, with the approval of, and, subject to such

terms, conditions, limitations and restrictions imposed by, the Trustee and/or QAL

Principal Employer, in addition to the contributions payable pursuant Rule D.4(1)

make voluntary contributions to the Fund.

0.5 Accumulation Account

The Trustee shall maintain in respect of each QAL Staff Fund DC Member and Deferred

Account Member an Accumulation Account which will be:

(a) credited with:

(i) the Opening Balance (if applicable);

(ii) the DB Credit (if applicable);

(iii) the QAL Wages Fund Credit (if applicable);

(iv) the QAL Staff Fund DC Member's or Deferred Account Member's

contributions (if any) to the Fund;

(v) the Employer Amount;

(vi) the amount of any contributions made in respect of the QAL Staff Fund

DC Member or Deferred Account Member as an Eligible Spouse;


QAL Staff Fund DC Member or Deferred Account Member under

Clause 5(9);


in respect of the QAL Staff Fund DC Member or Deferred Account Member

because of a valid contributions splitting application under Clause 5(10);

(ix) the Spouse's Benefit (within the meaning of Clause 8(12)(d)) of the QAL

Staff Fund DC Member or Deferred Account Member in accordance with

Clause 8(12);


Clause 6D;

(xi) any amount credited to the Accumulation Account pursuant to Clause 6(5);

(xii) the amount of any benefits allocated or transferred within the Fund to the


(xiii) any amount paid, rolled over or transferred to the Fund from an Approved

Benefit Arrangement in respect of the QAL Staff Fund DC Member or

Deferred Account Member; and

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(xiv) any other amounts which the Trustee considers is appropriate or equitable


(b) debited with:

(I) the Administration Charge (if any);

(ii) the Insurance Charge (if any);

(iii) the Taxation Amount;

(iv) any amount of Splittable Contributions the Trustee may determine to debit

in respect of the QAL Staff Fund DC Member or Deferred Account Member

because of a valid contributions splitting application in favour of the QAL

Staff Fund DC Member's, or Deferred Account Member's, Spouse under

Clause 5(10);

(v) the Spouse's Benefit (within the meaning of Clause 8(12)(d)) of the Spouse

of the QAL Staff Fund DC Member or Deferred Account Member in


(vi) any amount to be debited to the Accumulation Account in accordance with

Clause 6D;

(vii) any amount to be debited to the Accumulation Account pursuant to Clause

6(5);

(viii) the amount of any benefits allocated or transferred within the Fund from


(ix) any amount paid, rolled over or transferred from the Fund to an Approved

Benefit Arrangement in respect of the QAL Staff Fund DC Member or

Deferred Account Member;

(x) any benefit paid from the Accumulation Account;

(xi) the Minimum Insurance Charge (if any); and



D.6 Terminal Medical Condition benefits

(1) This Rule D.6 applies if:

(a) a QAL Staff Fund DC Member or Deferred Account Member suffers a

Terminal Medical Condition;

(b) where the QAL Staff Fund DC Member's or Deferred Account Member's

Full Risk Benefit or Minimum Insurance Cover (as applicable and if any) is

self-insured, the QAL Staff Fund DC Member's or Deferred Account

Member's Accumulation Account Balance is not less than the Minimum

Account Balance; and

(c) the QAL Staff Fund DC Member or Deferred Account Member requests (in

the form and manner determined by the Trustee) the Trustee to pay a

benefit under this Rule D.6.

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(2) Subject to the Deed and these Rules, where this Rule D.6 applies there will be

payable to the QAL Staff Fund DC Member or Deferred Account Member a lump

sum benefit of an amount equal to the sum of:

(a) in all cases, the amount of the TMC Benefit specified in the QAL Staff Fund

DC Member's or Deferred Account Member's request to the Trustee (which

may be all, part or none of the Member's TMC Benefit); and

(b) except where the QAL Staff Fund DC Member's or Deferred Account

Member's Full Risk Benefit or Minimum Insurance Cover (as applicable

and if any) is self-insured, subject to Rule D.15, a Full Risk Benefit or

Minimum Insurance Cover (as applicable and if any).

(3)

In this Rule 0.6 a QAL Staff Fund DC Member's or Deferred Account Member's

TMC Benefit means an amount equal to the amount of their Accumulation Account

Balance less the minimum Account Balance.

D.7 Leaving service benefit

Subject to the provisions of the Deed and these Rules, if a QAL Staff Fund DC Member

leaves the employ of the Employer for any reason other than those provided for in Rules

0.8 and 0.10, there shall be payable to the QAL Staff Fund DC Member a lump sum

benefit of an amount equal to the QAL Staff Fund DC Member's Accumulation Account

Balance. For the avoidance of doubt, any QAL Staff Fund DC Member ceasing to be in the

Service in the circumstances contemplated in this Rule C.7 may continue to be a MySuper

Member to the extent the Member continues to meet the conditions of clause 8A(2).

D.8 Death or Total and Permanent Disablement while in employment

Subject to the provisions of the Deed and these Rules, if a QAL Staff Fund DC Member:

(a) dies while in the employ of the Employer; or

(b) ceases to be in the employ of the Employer as a result of Total and Permanent

Disablement,

there shall be payable to or in respect of the QAL Staff Fund DC Member a lump sum

benefit of an amount equal to the sum of:

(i) the QAL Staff Fund DC Member's Accumulation Account Balance; and

(ii) subject to Rule 0.15, a Full Risk Benefit (if any).

D.8A Death or Total and Permanent Disablement — Deferred Account Members

If a Deferred Account Member dies or suffers Total and Permanent Disablement, there

shall be payable to or in respect of the Deferred Account Member a lump sum benefit equal

to:

(a) the Deferred Account Member's Accumulation Account Balance; and


D.9 Level of Full Risk Benefit

The Trustee may (with the approval of the relevant Insurer (where applicable)):

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(a) determine the percentage of each QAL Staff Fund DC Member's Salary to be

applicable in calculating the amount of the Full Risk Benefit applicable to QAL Staff

Fund DC Members, in which case that percentage shall apply in calculating the

Full Risk Benefit for each QAL Staff Fund DC Member; or

(b) determine more than one percentage of a QAL Staff Fund DC Member's Salary

which may be applied in calculating the Full Risk Benefit applicable to QAL Staff

Fund DC Members and invite QAL Staff Fund DC Members to nominate one of

those percentages, in which case the percentage nominated by the QAL Staff

Fund DC Member (or the percentage determined by the Trustee if the QAL Staff

Fund DC Member fails to make a nomination) shall apply in calculating the Full

Risk Benefit for a QAL Staff Fund DC Member,

provided, in each case, that the Trustee or Insurer (if applicable) may require any such

Member to undergo such medical examinations and tests and satisfy such other

underwriting or other conditions as the Trustee or Insurer may require. If the Member fails

to pass any such medical examination or test (or fails to satisfy such other underwriting or

other conditions) or the Member's results in any such examination or test are not

satisfactory for any reason, the Trustee or the Insurer may impose terms, conditions or

restrictions on the amount, of or conditions of payment, of any Full Risk Benefit (including,

without limitation, by suspending payment of the Full Risk Benefit or consideration of any

claim thereto, as the case may require, until the requirements of this Rule are complied

with) or may refuse to grant a Full Risk Benefit in relation to the Member.

D.10 Retirement on III-health for Eligible III-Health Members

A QAL Staff Fund DC Member who is retired from employment with the Employer before

Normal Retirement Date on the grounds that she or he has been declared to suffer III-

health shall be entitled to a lump sum equal to:

(a) the QAL Staff Fund DC Member's Accumulation Account Balance; and

(b) subject to Rule D.15, a Partial Risk Benefit (if any),

provided that no Member shall be entitled to receive any amount under this Rule D.10

unless the Member is an Eligible III-Health Member. The relevant Employer shall bear the

costs of providing any III-health benefit provided in respect of a Member under this Rule

D.10.

D.10A Opt-out of Full and Partial Risk Benefits and Minimum Insurance Cover

(a) A QAL Staff Fund DC Member may elect not to receive a Full Risk Benefit (and, as

a result, a Partial Risk Benefit) on such terms and conditions as the Trustee may

determine from time to time.

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0.11 Operation of the Accumulation Account

Subject to the Superannuation Requirements, the Trustee will have power to credit or debit

the QAL Staff Fund DC Member's or Deferred Account Member's Accumulation Account at

such time or times as the Trustee may from time to time think fit PROVIDED THAT:



QAL Staff Fund DC Member; and



0.12 Special provisions in relation to former members of QAL Staff Fund No 2

(1) Notwithstanding anything to the contrary express or implied in the Deed or these

Rules but subject to Superannuation Law, a QAL Staff Fund Member who was or

was deemed to be a member of the QAL Staff Fund No. 2 on 30 April 1991 and

who transferred to the QAL Staff Fund shall be entitled, upon request in writing to

the Trustee to a pension which is subject to the terms and conditions that would

have applied in the circumstances in respect of the QAL Staff Fund Member under

the rules governing the operation of the QAL Staff Fund No. 2 as at 31 December

1990.

(2) Where a former member of the QAL Staff Fund No. 2 elected under the Old

Provisions of the QAL Staff Fund No. 2 to commute part or all of the pension to

which the person was entitled and the former member dies the benefits payable

under this Schedule in the event of the death of the former member after cessation

of employment with the Employer do not apply and the benefit payable in respect

of the former member shall be calculated in accordance with the arrangements

made under the Old Provisions of the QAL Staff Fund No. 2. For the purposes of

this Rule the term 'Old Provisions' has the meaning ascribed to that term in the

trust deed regulating the QAL Staff Fund No. 2.

D.13 QAL Staff Fund DB Members

Subject to the Deed and these Rules, on a QAL Staff Fund DB Member ceasing to be in

the employ of the Employer in circumstances which would have given rise to a benefit

under the QAL Staff Fund Rules, the Trustee shall pay to or in respect of the QAL Staff

Fund DB Member the benefit which would have been payable to or in respect of the QAL

Staff Fund DB Member in the relevant circumstances had she or he continued as a

member of the QAL Staff Fund on the same terms and conditions as applied in respect of

the QAL Staff Fund DB Member immediately prior to the Transfer Date PROVIDED THAT:

(a) the assets relating to the benefits payable under this Rule will be invested in

accordance with this Deed and these Rules; and

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(b) no QAL Staff Fund DB Member shall be entitled to receive any amount under this

Rule D.13 which is payable as a result of the III-health of the Member unless the

Member is an Eligible III-Health Member.

D.13A Terminal Medical Condition benefits

(1) This Rule D.13A applies if a QAL Staff Fund DB Member:




(2) Subject to the Deed and these Rules, where this Rule D.13A applies there will be

payable to the QAL Staff Fund DB Member a lump sum benefit of an amount equal

to the amount of the TMC Benefit specified in the QAL Staff Fund DB Member's

request to the Trustee.

(3) Benefits payable under this Rule D.13A will be paid on such terms and conditions

as may be determined by the Trustee from time to time.

(4) Subject to Superannuation Law, the Trustee will debit the QAL Staff Fund DB

Member's accounts in the Fund with any amount paid under Rule D.13A(2) or

otherwise adjust the remaining benefits (if any) payable to or in respect of the QAL

Staff Fund DB Member in such manner as the Trustee thinks fit to take account of

the amount paid under Rule D.13A(2).

(5)

In this Rule D.13A the QAL Staff Fund DB Member's TMC Benefit means the

amount that would be payable to the QAL Staff Fund DB Member as a withdrawal

benefit on leaving service without entitlement to any other benefit from the Fund if

the QAL Staff Fund DB Member were entitled to that benefit under Rule D.13

(instead of a benefit under this Rule D.13A).

D.14 Payment of preserved benefits

The Trustee:

(a) must not pay a preserved benefit (within the meaning of Superannuation Law) to a

QAL Staff Fund Member prior to that Member's Deferral Date;

(b) must pay or commence to pay a benefit to a QAL Staff Fund Member when that

Member attains the date on which Superannuation Law requires a benefit to be

paid or to commence to be paid notwithstanding that the Member remains

employed by an Employer, and on payment of that benefit the Member shall cease

to be a Member; and

(c) may pay a benefit to a QAL Staff Fund Member who has attained age 65 on the

request of that Member notwithstanding that the Member remains an Employee

and on payment of that benefit the Member shall cease to be a Member.

In this Rule Deferral Date in relation to a QAL Staff Fund Member means the date on

which a preserved benefit (within the meaning of Superannuation Law) of the Member may

be cashed under Superannuation Law.

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Consolidated Trust Deed Aliens >( Linklaters

D.15 Insurance restrictions and adjustments

(1) (a) Without limiting the operation of clause 6(10), if insurance is effected or

sought to be effected by the Trustee with an Insurer in respect of any

benefit which might become payable from the Fund in respect of a QAL

Staff Fund Member or group of QAL Staff Fund Members and:

(i) that Insurer refuses to provide or increase insurance in respect of a

QAL Staff Fund Member on its standard terms; or

(ii) that Insurer for any reason whatever fails to provide, increase or

maintain or reduces, terminates, limits, restricts or withholds

insurance or does not admit or refuses to consider or defers a

claim in whole or in part,

then, unless otherwise agreed between the Trustee and the QAL Principal

Employer, the benefits in respect of which insurance has been or would

have otherwise been effected shall be reduced to the extent to which

insurance has not been effected on standard terms or has otherwise not

been obtained, increased or maintained or has been reduced, terminated,

limited, restricted or withheld or such a claim is deferred or not admitted,

and the Trustee may adjust any affected benefit in such manner as the

Trustee, after obtaining the advice of the Actuary, considers appropriate in

effecting such a reduction.

(b) If any event provided for in Rule D.15(1)(a) occurs in relation to insurance

sought or effected, the Trustee shall not be bound to seek alternative

insurance with the same or another insurer or, if the Trustee may decide to

seek alternative insurance, the Trustee may limit that search to such

insurer or insurers as the Trustee may see fit.

(c) In any case, the Trustee may (and shall as directed by the QAL Principal

Employer) adjust the amount, time for and basis for payment of all or part

of a benefit in respect of which insurance has been effected in such

manner as the Trustee (or if the QAL Principal Employer, in the case of

such a direction) may consider appropriate to take account of the terms

and conditions upon which the proceeds of such insurance are payable by

the relevant Insurer and the amount thereof.

(d) Any adjusted benefits provided pursuant to this Rule D.15 shall be in lieu of

and in full satisfaction of the benefits which would or might have been or

become payable but for the operation of this Rule D.15.

(2) If insurance is not sought by the Trustee in respect of the whole of a benefit which

might become payable from the Fund in respect of a person but the QAL Principal

Employer believes that an event provided for in Rule D.15(1)(a) would or would

likely have occurred if the Trustee had done so, then (unless otherwise agreed

between the Trustee and the QAL Principal Employer) Rule D.15 shall apply

(subject to Superannuation Law) as if:

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(a) the Trustee had in fact sought or effected insurance in respect of that

benefit of such amount and on such conditions as shall be determined by

the QAL Principal Employer; and

(b) such of the events provided for in Rule D.15(1)(a) as the QAL Principal

Employer shall determine had in fact occurred and for such reasons, in

such circumstances and with such effect as the QAL Principal Employer

shall determine.

D.16 Deferred Membership


to a QAL Staff Fund DC Member under Rule D.7, D.8 (except on death) or D.10 on

or after 1 July 2007 the QAL Staff Fund DC Member will be known as a Deferred Account Member on and from the time the benefit becomes payable.

(2) The following provisions apply to, and in respect of, each Deferred Account

Member from the agreed date for the purposes of Clause 3A (in the case of a

Deferred Account Member under paragraph (a) of the definition of Deferred Account Member in Rule D.2) or the time the benefit becomes payable (in any other case):

(a) their benefit will remain in the Accumulation Account under this Schedule

until death or Rule D.16 applies;

(b) except to the extent required by the Superannuation Requirements, no

contributions by or in respect of the Employer will be accepted by the

Trustee for crediting to the Accumulation Account;

(c) they will be entitled to Minimum Insurance Cover; and

(d) they will not be entitled to a Full Risk Benefit or a Partial Risk Benefit.

(3)



(a) upon the death or Total and Permanent Disablement of the Deferred

Account Member;

(b) within 30 days (or such other period as may be determined by the Trustee




Balance; and

(c) in such other circumstances (if any) as may be determined by the Trustee

from time to time).


(i) (A) in the case of the death of the Deferred Account Member — in

accordance with Clause 6(3) or 6(3A) (as the case may be); or

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(B) in any case - in accordance with any request of the Deferred

Account Member in a manner consistent with Superannuation Law

or as determined by the Trustee from time to time; and

(H) on terms and conditions (if any) as may be determined by the Trustee from

time to time.

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Schedule 5 — Defined Benefit Division

E. Former Members of North Superannuation Fund

E.1 Commencement and Application of Schedule

(1) This Schedule commenced on 31 March 2001.

(2) This Schedule applies to a former pensioner of the North Fund who was

transferred to the Fund as from the Transfer Date.

E.2 Definitions

North Fund means the North Superannuation Fund which was established by a Trust

Deed dated 11 December 1980 (as amended).

North Fund Pensioner means a person entitled to a pension from the North Fund


North Fund Rules means the governing rules of the North Fund in force immediately prior

to the Transfer Date.

Transfer Date means 30 April 2001 or such other date as the Trustee may determine.

E.3 Former North Fund Pensioners

(1) The Trustee shall pay to or in respect of each North Fund Pensioner who is

transferred to the Fund at the Transfer Date and to any person entitled to a

pension or other payment on the death of the North Fund Pensioner a pension (or

payment) on the same terms and conditions as applied under the North Fund


(2) The Trustee must increase any pension under Rule E.3(1) as from 1 July in each

year in the same manner as such pension would have been increased had it

continued to be paid under the North Fund Rules.

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Schedule 6 - Accumulation Division

F. Personal Members

F.1 Commencement and Application of this Schedule

(1) This Schedule commences on the Personal Members Commencement Date.

(2) This Schedule applies to each Personal Member.

F.2 Definitions and Compliance with Superannuation Law

In this Schedule:

Accumulation Account means in relation to a Personal Member, the account established

and maintained by the Trustee under Rule F.3.

Accumulation Account Balance means in relation to a Personal Member at any

particular date, the amount standing to the credit of the Personal Member's Accumulation

Account at that date.



administering the Fund which are referable to Personal Members PROVIDED THAT the

Trustee and the Principal Employer may agree in respect of any particular period that the

Administration Charge will be nil.


(a) a Member of the Fund who was entitled to benefits as a 'Deferred Account

Member' as at the Personal Members Commencement Date, other than a former

Defined Contribution Member who is a Deferred Account Member for the purposes

of Schedule 1, and the Member is a Deferred Account Member under this

Schedule from the Personal Members Commencement Date; and

(b) in respect of the period on and after the Personal Members Commencement Date -

a Member of the Fund under Rule F.3(1); and

(c) a former member of the Alcan Fund:

(i) in respect of whom an accumulation account was maintained under

Clause 6.5 of the Alcan Fund Deed as at the Alcan Transfer Date; and

(ii) who is admitted to membership of the Fund as a Deferred Account

Member on the Alcan Transfer Date on the basis that the provisions of this

Schedule 6 relating to Deferred Account Members apply to them.


(a) in relation to a Member in respect of which the provision of Minimum Insurance

Cover is self-insured, such amount as is determined from time to time by the

Trustee after obtaining the advice of the Actuary as appropriate to provide the

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Minimum Insurance Cover in the event of death and Total and Permanent

Disablement; or

(b) in relation to a Member in respect of which the provision of Minimum Insurance

Cover is not self-insured, the cost of maintaining that Minimum Insurance Cover in

respect of the Member.

Minimum Insurance Cover means, in relation to a Personal Member who dies or suffers

Total and Permanent Disablement, an amount determined in accordance with the following

table based on the Member's age at the date of death or Total and Permanent

Disablement:

Age Amount ($)

Under 35 50,000

35 to 39 35,000

40 to 44 20,000

45 to 49 14,000

50 to 55 7,000

56 or more Nil

provided that:




(b) the amount of the Minimum Insurance Cover payable to a Personal Member who

has elected not to receive Minimum Insurance Cover pursuant to Rule F.10 will be nil.

Non-member Spouse Account Member means:

(a) a Member of the Fund who was entitled to benefits as a 'Non-member Spouse

Account Member' as at the Personal Members Commencement Date, and the

Member is a Non-member Spouse Account Member under this Schedule from the

Personal Members Commencement Date; and

(b) in respect of the period on and after the Personal Members Commencement Date -

a Member of the Fund under Rule F.3(2).


(a) in the case of a Deferred Account Member under paragraph (a) of the definition of

Deferred Account Member in Rule F.2, a Non-member Spouse Account Member under paragraph (a) of the definition of Non-member Spouse Account Member in Rule F.2 and a Spouse Account Member under paragraph (a) of the definition of

Spouse Account Member in Rule F.2 - the amount standing to the credit of the

Member's account in the Fund as at the Personal Members Commencement Date;

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Consolidated Trust Deed Aliens> Linklaters

(b) in the case of a Deferred Account Member under paragraph (b) of the definition of

Deferred Account Member in Rule F.2 - an amount equal to the lump sum benefit

under Schedule 2, Schedule 3, Schedule 4, Schedule 5 or Schedule 8 (as the case

may be);

(c) in the case of a Spouse Account Member under paragraph (b)(ii) of the definition of

Spouse Account Member in Rule F.2 — an amount equal to the Splittable

Contributions accepted by the Trustee when the Member first becomes a Spouse

Account Member; and

(d) in the case of a Non—member Spouse Account Member under paragraph (b) of the

definition of Non-member Spouse Account Member in Rule F.2 - an amount

equal to the person's Spouse's Benefit; and

(e) in the case of a Deferred Account Member under paragraph (c) of the definition of

Deferred Account Member in Rule F.2 — an amount equal to the balance (if any)

standing to the credit of the account maintained in respect of the Member under

Clause 6.5 of the Alcan Fund Deed as at the Alcan Transfer Date.

Personal Member means:

(a) a Deferred Account Member;

(b) a Non-member Spouse Account Member; and

(c) a Spouse Account Member.

Personal Members Commencement Date means 1 July 2007.

Spouse Account Member means:

(a) a Member of the Fund who was entitled to benefits as a 'Spouse Account Member'

as at the Personal Members Commencement Date, and the Member is a Spouse

Account Member under this Schedule from the Personal Members

Commencement Date; and

(b) in respect of the period on and after the Personal Members Commencement Date:

(i) an Eligible Spouse who is a Spouse Account Member under Rule F.3(3);

and

(ii) the Spouse of a Member of the Fund who is a Spouse Account Member

under Rule F.3(4).

Spouse's Benefit in relation to a Non-member Spouse Account Member, means the

person's Spouse's Benefit under Clause 8(12)(d).

Voluntary Contributions means in relation to a Personal Member, contributions (if any)

made by the Personal Member to the Fund.

F.3 Admission of Deferred Account Members, Spouse Account Members and

Non-member Spouse Account Members to this Schedule

(1) A Deferred Account Member for the purposes of paragraph (b) of the definition of

Deferred Account Member in Rule F.2 is a Defined Benefit Member, a North

Fund Pensioner, a QAL Wages Fund DB Member, a QAL Staff Fund DB Member

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and an Alcan DB Member who, in the absence of this paragraph, would be entitled

to receive an immediate lump sum benefit of not less than the Minimum Account

Balance under Schedule 2, Schedule 3, Schedule 4, Schedule 5 or Schedule 8 (as

the case may be) where the Trustee and the Member agree that the Member will

be entitled to benefits as a Deferred Account Member under this Schedule upon

the entitlement arising, and the Member is a Deferred Account Member from the

date determined by the Trustee.

(2) A Non—member Spouse Account Member is a person:

(a) who has an entitlement to a Spouse's Benefit of not less than the Minimum

Account Balance under Clause 8(12);

(b) whose Spouse's Benefit has not been dealt with in full under Clauses

8(12)(d)(iv) or 8(12)(d)(v); and

(c) who is not otherwise a member of the Fund at the time the entitlement to

the Spouse's Benefit arises unless the Trustee determines otherwise

(whether in relation to Non-member Spouse Account Members generally or

in relation to any particular Non-member Spouse Account Member or

category of Non—member Spouse Account Member).

Where the above conditions apply, the person becomes a Non—member Spouse

Account Member when the entitlement to the Spouse's Benefit arises under Clause

8(12), and their Spouse's Benefit will be dealt with under this Schedule from that

time.

(3)

A Spouse Account Member for the purposes of paragraph (b)(i) of the definition

of Spouse Account Member in Rule F.2 is a person in respect of whom the

Trustee has accepted an application by his or her Spouse (at a time when the

Spouse is a Member of the Fund) for that person's admission to the Fund as a

Spouse Account Member under this Schedule in a form approved by the Trustee

from time to time, being a person who is not otherwise a Member of the Fund at

the time of the application unless the Trustee otherwise determines (whether in

relation to Spouse Account Members generally or in relation to any particular

Spouse Account Member or category of Spouse Account Member). The person is

a Spouse Account Member from the date determined by the Trustee.

(4) A Spouse Account Member for the purposes of paragraph (b)(ii) of the definition

of Spouse Account Member in Rule F.2 is an Eligible Spouse in respect of whom

the Trustee has determined to establish an Accumulation Account in the Fund

under this Schedule on account of accepting Splittable Contributions in respect of

the Eligible Spouse in accordance with Clause 5(10), being an Eligible Spouse who

is not otherwise a member of the Fund at the time of the Trustee accepting the

Splittable Contributions, unless the Trustee otherwise determines (whether in

relation to Spouse Account Members generally or in relation to any particular

Spouse Account Member or category of Spouse Account Member). The person is

a Spouse Account Member from the date determined by the Trustee.

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F.4 Contributions

(1) A Personal Member is permitted to make Voluntary Contributions in a form and

manner approved by the Trustee from time to time.

(2) Subject to Rule F.3, a Member may make contributions to the Fund in respect of

their Eligible Spouse who is a Personal Member in accordance with terms and

conditions determined by the Trustee from time to time.

(3) If the Member who was a Personal Member's Spouse (Personal Member's

Former Spouse) ceases to satisfy the definition of Spouse in relation to the

Personal Member, contributions by the Personal Member's Former Spouse will not

be accepted by the Trustee, unless Superannuation Law permits.

(4) A Personal Member is not permitted to make any other contributions except those

which the Trustee is required to accept under the Superannuation Requirements.

F.5 Personal Account

(1) The Trustee will establish and maintain in respect of each Personal Member an

Accumulation Account which will be:

(a) credited with:

(I) the Personal Member's Opening Balance (if any);

(ii) the Voluntary Contributions (if any);

(iii) the amount of any contributions made in respect of the Personal

Member as an Eligible Spouse;

(iv) the amount of any co-contributions accepted into the Fund in

respect of the Personal Member under Clause 5(9);

(v) any amount of Splittable Contributions the Trustee may determine

to credit in respect of the Personal Member because of a valid

contributions splitting application under Clause 5(10) (other than

any Splittable Contributions included in the Opening Balance);

(vi) the Spouse's Benefit (within the meaning of Clause 8(12)(d)) of the

Personal Member in accordance with Clause 8(12);

(vii) any amount to be credited to the Accumulation Account:

(A) unless Rule F.5(1)(a)(vii)(B) applies — in accordance with

Clause 6D; or

(B) in the case of a Deferred Account Member - as determined

by the Trustee from time to time with the approval of the

Principal Employer, having regard to Clauses 6B and 6C,

any applicable legislative or government requirement

(including, without limitation, the MySuper Law) and such

other matters as the Trustee considers relevant;

(viii) the amount of any benefits allocated or transferred within the Fund

to the Accumulation Account;

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(ix) any amount paid, rolled over or transferred to the Fund from an

Approved Benefit Arrangement in respect of the Personal Member;

and

(x) any other amounts which the Trustee considers is appropriate or

equitable to be credited to the Accumulation Account; and

(b) debited with:


(ii) the Taxation Amount;

(iii) any amount of Splittable Contributions the Trustee may determine

to debit in respect of the Personal Member because of a valid

contributions splitting application in favour of the Personal

Member's Spouse under Clause 5(10);

(iv) the Spouse's Benefit of the Spouse of the Personal Member in


(v) any amount to be debited to the Accumulation Account:

(A) unless Rule F.5(1)(b)(v)(B) applies — in accordance with

Clause 6D; or

(B) in the case of a Deferred Account Member - as determined

by the Trustee from time to time with the approval of the

Principal Employer, having regard to Clauses 6B and 6C,

any applicable legislative or government requirement

(including, without limitation, the MySuper Law) and such

other matters as the Trustee considers relevant;

(vi) the amount of any benefits allocated or transferred within the Fund

from the Accumulation Account;

(vii) any amount paid, rolled over or transferred from the Fund to an

Approved Benefit Arrangement in respect of the Personal Member;

(viii) any benefit paid from the Accumulation Account;

(ix) the Minimum Insurance Charge (if applicable and if any); and

(x) any other amounts which the Trustee considers is appropriate or

equitable to be debited to the Accumulation Account.

F.6 Benefits

(1) Subject to the Deed and these Rules, the Accumulation Account Balance of a

Personal Member will be payable as follows:

(a) within 30 days (or such other period as may be determined by the Trustee

from time to time) of a request in writing from the Personal Member to the

Trustee for payment of all or a nominated sum or percentage of the

Personal Member's Accumulation Account Balance; and

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(b) in such other circumstances (if any) as may be determined by the Trustee

from time to time.


(i) in accordance with any request of the Personal Member in a manner

consistent with Superannuation Law or as may be determined by the

Trustee from time to time; and

(ii) on terms and conditions (if any) as may be determined by the Trustee from

time to time.

F.7 Terminal Medical Condition Benefit

(1)

This Rule F.7 applies if:

(a) a Personal Member suffers a Terminal Medical Condition;

(b) the Personal Member's Accumulation Account Balance is not less than the

Minimum Account Balance; and

(c) the Personal Member requests (in the form and manner determined by the

Trustee) the Trustee to pay all or part of their TMC Benefit.

(2) Subject to the Deed and these Rules, where this Rule F.7 applies there will be

payable to the Personal Member a lump sum benefit of an amount equal to the

amount of the TMC Benefit specified in the Personal Member's request to the

Trustee.

(3)

In this Rule F.7 a Personal Member's TMC Benefit means an amount equal to the

amount of their Accumulation Account Balance less the Minimum Account

Balance.

F.8 Death of a Personal Member

Subject to the Deed and these Rules, upon the death of a Personal Member there will be

payable from the Fund to the Dependants of the Personal Member and/or to the legal

personal representatives of the Personal Member or (if applicable) to other persons in

accordance with Clause 6(3) or 6(3A) (as the case may be) a lump sum benefit of an

amount equal to the sum of:

(a) the Member's Accumulation Account Balance; and


F.9 Total and Permanent Disablement

Subject to the Deed and these Rules, upon a Personal Member suffering Total and

Permanent Disablement there will be payable to the Member a lump sum benefit of an

amount equal to the sum of:

(a) the Member's Accumulation Account Balance; and


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F.10 Opt-out of Minimum Insurance Cover

A Personal Member may elect not to receive Minimum Insurance Cover in the

circumstances contemplated in the MySuper Law.

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Schedule 7 — Retirement Division

G. Account Based Pensioners & Transition to Retirement Pensioners

(TRAP Pensioners)

G.1 Application of Retirement Division

This Schedule applies to:

(a) a person who was an Allocated Pensioner entitled to an Allocated Pension under

this Deed and the Rules as at 30 June 2007;

(b) a Member in respect of whom the Trustee has transferred all or part of the benefit

immediately payable to the Member to an Account Based Pension Account;

(c) a Member or a Dependant who has an amount transferred to an Account Based

Pension Account under Clause 6(1A);

(d) a nominated Spouse of an Account Based Pensioner for the purposes of Rule

G.5(3); and

(e) a Transition to Retirement Pensioner.

G.2 Definitions and Compliance with Superannuation Law

Account Based Pensioner means a Member, a Dependant or the nominated Spouse of a

Member covered by Rule G.1.

Account Based Pension Account in relation to an Account Based Pensioner, means the

account established and maintained by the Trustee in accordance with Rule G.3.

Account Based Pension Account Balance in relation to an Account Based Pensioner at

any particular date, means the amount standing to the credit of their Account Based

Pensioner's Account at that date.

Transition to Retirement Pension (or a TRAP) means:

(a) a transition to retirement income stream (within the meaning of Superannuation

Law);

(b) a non-commutable allocated annuity (within the meaning of Superannuation Law);

(c) a non-commutable allocated pension (within the meaning of Superannuation Law);

(d) a non-commutable annuity (within the meaning of Superannuation Law); and

(e) a non-commutable pension (within the meaning of Superannuation Law).

Transition to Retirement Pensioner (or TRAP Pensioner) means a Member referred to

in Rule G.6(1).

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G.3 Account Based Pension Account

(1) Upon admission to this Schedule, the Trustee will:

(a) establish and maintain in the books of the Fund an Account Based Pension

Account in respect of the Account Based Pensioner; and

(b) maintain a record of the Account Based Pensioner's Account Based

Pension Account Balance.

(2) The Trustee will credit to an Account Based Pensioner's Account Based Pension

Account:

(a) in the case of a person referred to in Rule G.1(a) — the person's Allocated

Pension Account Balance (within the meaning of this Deed and the Rules

as at 30 June 2007) as at 30 June 2007;

(b) such amount as is transferred to the Account Based Pension Account

under Clause 6(1A) as at the date of the transfer or as otherwise

determined by the Trustee;

(c) any contribution made to the Fund by the Account Based Pensioner, or any

person in respect of the Account Based Pensioner, with the consent of the

Trustee as at the date the Trustee receives these contributions;

(d) any amounts, or the value of assets (as the case may be), paid or

transferred to the Fund in respect of the Account Based Pensioner from an

Approved Benefit Arrangement with the consent of the Trustee as at the

date agreed by the Trustee and the Account Based Pensioner;

(e) any amount to be credited to the Account Based Pension Account in

accordance with Clause 6D;

(f) any eligible termination payment (within the meaning of Tax Act) paid or

transferred to the Fund by or in respect of the Account Based Pensioner

with the consent of the Trustee as at such date agreed by the Trustee and

the Account Based Pensioner; and

(g) any other amounts which the Trustee considers appropriate or equitable to

credit to the Account Based Pensioner's Account Based Pension Account

as at the date determined by the Trustee.

(3)

The value of any assets to be credited to an Account Based Pension Account

under Rule G.3(2)(c) will be the value agreed by the Trustee and the Account

Based Pensioner.

(4) The Trustee will debit from an Account Based Pensioner's Account Based Pension

Account:

(a) any benefit paid from the Account Based Pension Account in accordance

with this Deed and these Rules or the Operational Rules as at the date of

payment;

(b) any amount to be debited to the Account Based Pension Account in

accordance with Clause 6D;

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(c) any amount in respect of costs, expenses, fees and similar amounts

required to be debited in accordance with this Deed or these Rules, or as

determined by the Trustee from time to time, as at the date determined in

accordance with this Deed or these Rules or by the Trustee (as the case

may be);

(d) any amount transferred to Schedule 6 or an Approved Benefit Arrangement

in accordance with this Deed or these Rules or the Operational Rules as at

the date of transfer;

(e) any amount required to be debited from the Account Based Pension

Account under Clause 6(5), and any other taxes, duties or charges which

the Trustee determines relate to the Account Based Pensioner or the

Account Based Pension Account as at the date determined by the Trustee;

and

(f) any other amounts which the Trustee considers is appropriate or equitable

to debit from the Account Based Pensioner's Account Based Pension

Account as at the date determined by the Trustee.

G.4 Level and Payment of Account Based Pension

(1) Each Account Based Pensioner must provide to the Trustee a notice in writing:

(a) on transfer to Schedule 7; and

(b) thereafter at a date or dates to be determined by the Trustee,

specifying the level of the pension to be paid to that Account Based Pensioner.

The level specified must be within the limits permitted by Superannuation Law.

(2) The pension level specified by the Account Based Pensioner will be effective:

(a) on transfer, immediately; and

(b) thereafter, at a date or dates to be determined by the Trustee.

(3)

The Account Based Pension Account will be paid at such times as determined by

the Trustee to the account nominated in writing by the Account Based Pensioner.

(4) If an Account Based Pensioner fails to specify a pension level in accordance with

Rule G.4(1), the pension level during the following year will:

(a) continue at the level specified by the Account Based Pensioner in the

previous year; or

(b) if the level specified by the Account Based Pensioner in the previous year

is lower than the minimum level (if any) required by Superannuation Law,

then the minimum level required by Superannuation Law; or

(c) if the level specified by the Account Based Pensioner in the previous year

. is greater than the maximum level (if any) permitted by Superannuation

Law, then the maximum level permitted by Superannuation Law.

Wirt' A0135845339v4 120578335 18.5.2016 Page 150


G.5 Benefits

(1)

The Trustee will upon receiving a written request for payment from an Account

Based Pensioner in a form approved by the Trustee:

(a) pay to the Account Based Pensioner or other person or persons nominated

in the request; or

(b) transfer to an Approved Benefit Arrangement on such terms and conditions

as the Trustee thinks fit,

all or such part of the Account Based Pension Account Balance as is specified by

the Account Based Pensioner in that request.

(2) Unless otherwise determined by the Trustee, the Account Based Pension Account

Balance or such part of it as determined by the Trustee (as the case may be) will

be payable on the first to occur of:

(a) the death of the Account Based Pensioner in which case Rule G.5(3) will

apply; or

(b) Superannuation Law requiring the Account Based Pension Account

Balance, or any part of it, to be paid or commence to be paid, in which

case Rule G.5(5) will apply.

(3)

Where all or any part of an Account Based Pensioner's Account Based Pension

Account Balance becomes payable under Rule G.5(2)(a) the Account Based

Pension Account Balance will be paid by the Trustee:

(a) if the Account Based Pensioner has nominated a Spouse and the

nominated Spouse has survived the Account Based Pensioner - to or for

the benefit of the nominated Spouse as a continuation of the Account

Based Pension, or as a single lump sum benefit, as elected by the Spouse;

(b) if the Account Based Pensioner has made a Binding Nomination in

accordance with Clause 6(3A) — in accordance with 6(3A); or

(c) if neither paragraph (a) nor paragraph (b) of this Rule apply in respect of

the Account Based Pensioner — in accordance with Clause 6(3).

(4) Subject to Clause 6(3A), on the death of the nominated Spouse referred to in Rule

G.5(3)(a) the nominated Spouse's Account Based Pension Account Balance will be

paid by the Trustee:

(a) if the nominated Spouse has made a Binding Nomination in accordance

with Clause 6(3A) — in accordance with Clause 6(3A); or

(b) if paragraph (a) does not apply in respect of the nominated Spouse — in

accordance with Clause 6(3).

(5)

Where all or any part of an Account Based Pensioner's Account Based Pension

Account Balance becomes payable under Rule G.5(2)(b) the Account Based

Pension Account Balance or part (as the case may be) may be paid or applied by

the Trustee in such manner, and on such terms and conditions, as determined by

the Trustee.

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(6) Subject to Rule G.5(3)(a), amounts paid from an Account Based Pension Account

to, or in respect of, an Account Based Pensioner may be paid in such form

(including, without limitation, lump sums, pensions, annuities or any combination)

as the Trustee thinks fit.

G.6 Transition to Retirement Pensions (TRAPs)

(1) Subject to Superannuation Law, upon the request of a Member the Trustee may

apply all or part of the Member's benefits or entitlements under the Fund in the

acquisition of a Transition to Retirement Pension from the Fund even if the

Member will continue in the employ of their employer after the request is dealt with

by the Trustee. Where this Rule applies the Member is a Transition to Retirement

Pensioner in respect of the benefits or entitlements applied to the acquisition of a

Transition to Retirement Pension.

(2) Benefits payable under this Rule G.6 will be paid on such terms and conditions as

the Trustee determines from time to time (which may include the terms and

conditions of any fees to be paid in respect of a Transition to Retirement Pension

provided under this Rule G.6).

(3) Where a Member receives a Transition to Retirement Pension under this Rule G.6,

the Trustee:

(a) will reduce the Member's benefits or entitlements under the Fund by the

amount applied to acquire the Transition to Retirement Pension; and

(b) may otherwise adjust the terms and conditions of the Member's

participation in the Fund as the Trustee thinks fit.

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Schedule 8 — Defined Benefit Division (Alcan DB Members)

H. Alcan DB Members

H.1 Commencement and Application of Schedule

(1) This Schedule commences on the Alcan Transfer Date.


(a) a former member of the Alcan Fund who is admitted to membership of the

Fund as an Alcan DB Member on the Alcan Transfer Date;

(b) an Employee who is admitted to membership of the Fund after the Alcan

Transfer Date as an Alcan DB Member on the basis that this Schedule

applies to them; and

(c) a Defined Contribution Member who becomes an Alcan DB Member under

Rule A.12(1) of Schedule 1.

(3)

The Alcan DB Members may be divided into categories. The number and

designation of such categories, and the conditions for entry to and exit from any

category, shall be as determined by the Employer from time to time.

H.2 Definitions and interpretation

In this Schedule:

Accumulation Account means in relation to an Alcan DB Member, the account

established and maintained by the Trustee in accordance with Rule H.6.

Accumulation Account Balance means in relation to an Alcan DB Member at any

particular date, the amount standing to the credit of the Member's Accumulation Account at

that date.

Administration Charge means in relation to an Alcan DB Member, the amount

determined by the Trustee from time to time with the approval of the Principal Employer

having regard to the costs incurred in administering the Fund which are referable to Alcan

DB Members provided that the Trustee and the Principal Employer may agree in respect

of any particular period that the Administration Charge will be nil.

Alcan DB Member means:

(a) a Member:

(I)

who was entitled to defined benefits under the Alcan Fund Deed as at the

Alcan Transfer Date; and

(ii) who is admitted to membership of the Fund as an Alcan DB Member on

the Alcan Transfer Date;

(b) an Employee who is admitted to membership of the Fund after the Alcan Transfer

Date as an Alcan DB Member on the basis that this Schedule applies to them; and

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(c) a Defined Contribution Member who becomes an Alcan DB Member under

Rule A.12(1) of Schedule 1.

Annual Wage means in relation to an Alcan DB Member, the annual rate of wage payable

to the Member which has been advised to the Trustee by the Employer provided that in

calculating the Member's Final Average Wage for the purposes of Rules H.9 and H.10, the

Member's Annual Wage is the greater of:

(a) the annual rate of the Member's Wage at the Review Date preceding the date of

death or the Date of Disablement (as the case may be); and

(b) the annual rate of the Member's Wage at the date of death or the Date of

Disablement (as the case may be),

and this amount is deemed to be the Member's Annual Wage up to the Member's Normal

Retirement Date.

Date of Disablement means in relation to an Alcan DB Member, the date on which the

Member is accepted as being Totally and Permanently Disabled under any policy of

insurance providing benefits on disablement under which the Trustee may have insured the

Member or if there is no such policy of insurance or if no such date can be ascertained,

such date as the Trustee in its discretion may determine.

Discounted Accrued Retirement Benefit means in relation to an Alcan DB Member:

(a) an amount calculated in the manner set out in Rule H.8 (as if the Member had

qualified for the payment of a benefit under that Rule), reduced by one per cent for

each year (counting completed months as fractions of a year) in the period from

the date the Member ceases Service to the date the Member would have attained

age 55 provided that for the purposes of this reduction, any number of years in

excess of twenty is not counted; or

(b) subject to Superannuation Law, any other valuation method determined by the

Trustee following a recommendation by the Actuary.

Final Average Wage means in relation to an Alcan DB Member, the average of the

Member's Annual Wages over the thirty-six months immediately prior to the Member's

Normal Retirement Date or date of earlier ceasing Service.


(a) in the case of an Alcan DB Member in respect of whom paragraph (a) of the

definition of Alcan DB Member in this Rule H.2 applies — an amount equal to the

sum of the balances (if any) standing to the credit of the Member's 'Compulsory

Contribution Account', 'Member Voluntary Account', 'Spouse Contribution Account',

'Contribution-splitting Account' and 'Rollover Account' as at the Alcan Transfer

Date, determined in accordance with the Alcan Fund Deed; and

(b) in the case of an Alcan DB Member in respect of whom paragraph (c) of the

definition of Alcan DB Member in this Rule H.2 applies — the Member's

Accumulation Account Balance (as defined in Schedule 1) as at the date

nominated by the Employer for the purpose of Rule A.12(1) of Schedule 1.

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Review Date means:

(a) 1 July or such other date as the Trustee may from time to time nominate in relation

to either the Fund or a particular Alcan DB Member; and

(b) in relation to an Alcan DB Member who first joins the Fund between Review Dates,

the date the Member joined the Plan and thereafter the Review Date described in

paragraph (a) above.

Review Period means a period commencing on a Review Date and ceasing immediately

prior to the next Review Date.


Service means in relation to an Alcan DB Member, continuous service with an Employer

and for the purposes of this definition, an Alcan DB Member's service does not cease to be

continuous by reason only of:

(a) a transfer from the service of one Employer to the service of another Employer; or

(b) the Member's temporary absence from the service of the Employer:

(i) while the Member is engaged in compulsory military service or in service in

the armed forces of Australia or its allies in time of war; or

(ii) in any other circumstances which for the purposes of the Fund the

Employer regards as not resulting in a break in the continuity of the

Member's service.

Taxation Amount means in relation to an Alcan DB Member, an amount as determined by

the Trustee equal to the tax which in the opinion of the Trustee has been assessed against

the Fund in respect of any contributions made by the Employer in respect of the Alcan DB

Member under Rule H.5 or would be assessed against the Fund had the Employer made

such contributions to the Fund in relation to the Alcan DB Member on the date the amount

of such contributions were credited to their Accumulation Account.

Wage in relation to an Alcan DB Member means either:

(a) the remuneration (whether described as salary or wages or otherwise) at which the

Member is employed by the Employer but does not include any overtime, shift

penalties, bonuses, special grants or allowances for residence travelling or

otherwise; or

(b) such amount as is for the purposes of the Fund agreed upon between the Member

and the Employer.

Years of Contributory Membership means in relation to an Alcan DB Member, the

number of years including fractions of a year being complete months from the date the

Member joined the Alcan Fund or the Fund (whichever is the earlier date) to the Member's

Normal Retirement Date or date of earlier ceasing Service provided that:

(a) any period during which the Member was:

(i) temporarily absent from Service;

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(ii) entitled to accumulation benefits as an 'Accumulation Member' or a

'Spouse Member' of the Alcan Fund under the Alcan Fund Deed; or

(iii) a Defined Contribution Member (as defined in Schedule 1),

is not counted, unless the Employer otherwise determines or Superannuation Law

otherwise requires; and

(b) on or about the date on which the Member:

(i) joined the Alcan Fund or the Fund (whichever is the earlier date);

(H) ceased to be entitled to accumulation benefits as an 'Accumulation

Member' or a 'Spouse Member' of the Alcan Fund under the Alcan Fund

Deed; or

(iii) ceased to be a Defined Contribution Member pursuant to Rule A.12(1) of

Schedule 1,

the Employer may specify another date as being the date from which the Member's

Years of Contributory Membership are to be measured, but such date shall not be:

(A) earlier than the date on which the Member became an Employee; or

(B) later than the date which would otherwise have been used for the purpose

of this definition.

H.3 Compulsory Member Contributions

(1) Subject to Clause 5 and this Rule H.3, an Alcan DB Member must contribute to the

Fund in respect of each Review Period at a rate determined by the Employer from

time to time, but not exceeding six per cent of the Member's Annual Wage at the

commencement of the period.

(2) The contributions payable by an Alcan DB Member under Rule H.3(1) commence

on the date on which he becomes a Member and cease on the Normal Retirement

Date or on his ceasing prior to that date to be in Service or to be a Member

whichever is the earlier.

(3) An Alcan DB Member may cease or suspend contributing under Rule H.3(1) or

reduce contributions rates under Rule H.3(1) if the Trustee and the Employer

agree.

(4) The Trustee may, with the Employer's consent, waive contributions payable by an

Alcan DB Member under Rule H.3(1) whereupon the Employer will pay the amount

of the contributions that have been waived, provided that any amount paid under

this Rule H.3(4) must, subject to the deduction of any taxes or expenses

attributable to it, fully vest in the Member and does not reduce the Employer's

liability to make any contributions for which the Employer may otherwise be liable.

H.4 Voluntary Member Contributions

An Alcan DB Member may contribute such additional amounts to the Fund as determined

by the Member and advised to the Trustee from time to time.

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H.5 Employer Contributions

(1) Subject to Clause 5 and this Rule H.5, the Employer must contribute in respect of

an Alcan DB Member such further amount (if any) as is necessary to ensure that

the Employer has no Superannuation Charge obligation in relation to the Member.

(2) In determining the amount of any contributions payable under H.5(1), the Employer

is entitled to take into account any contributions made by the Employer in respect

of the Member to the Fund or any contribution made or intended or required to be

made by the Employer in respect of the Member to another superannuation fund or

like arrangement which causes the Employer in whole or in part to avoid a

Superannuation Charge obligation arising in relation to the Member.

H.6 Accumulation Account

The Trustee will establish and maintain in respect of an Alcan DB Member an

Accumulation Account which will be:

(a) credited with:

the Opening Balance (if applicable);

(ii) the amount of any additional contributions made by the Alcan DB Member

under Rule H.4;

(iii) the amount of any contributions made by the Employer in respect of the

Alcan DB Member under Rule H.5;

(iv) the amount of any contributions made in respect of the Alcan DB Member

as an Eligible Spouse;

(v) the amount of any co-contributions accepted into the Fund in respect of the

Alcan DB Member under Clause 5(9);

(vi) the amount of any Splittable Contributions the Trustee may determine to

credit in respect of the Alcan DB Member because of a valid contributions

splitting application under Clause 5(10);

(vii) the amount of any Spouse's Benefit, within the meaning of Clause 8(12)(d),

to be credited in respect of the Alcan DB Member under Clause 8(12);

(viii) any amount to be credited to the Accumulation Account in accordance with Clause 6D;

(ix) any amount to be credited to the Accumulation Account pursuant to Clause 6(5);

(x) the amount of any benefits allocated or transferred within the Fund to the


(xi) any amount paid, rolled over or transferred to the Fund from an Approved

Benefit Arrangement in respect of the Alcan DB Member;

(xii) any amount to be credited to the Accumulation Account pursuant to Rule H.7(2); and

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(xiii) any other amounts which the Trustee considers is appropriate or equitable


(b) debited with:


(ii) the Taxation Amount;

(iii) any amount of any Splittable Contributions the Trustee may determine to

debit in respect of the Alcan DB Member because of a valid contributions

splitting application in favour of the Alcan DB Member's Spouse under

Clause 5(10);

(iv) the amount of any Spouse's Benefit, within the meaning of Clause 8(12)(d),

of the Alcan DB Member's Spouse determined in accordance with

Clause 8(12);

(v) any amount to be debited to the Accumulation Account in accordance with

Clause 6D;

(vi) any amount to be debited to the Accumulation Account pursuant to

Clause 6(5);

(vii) the amount of any benefits allocated or transferred within the Fund from


(viii) any amount paid, rolled over or transferred from the Fund to an Approved

Benefit Arrangement in respect of the Alcan DB Member; and

(ix) any other amounts which the Trustee considers is appropriate or equitable


H.7 Retirement Benefits on or after the Normal Retirement Date

(1) Subject to the Deed and these Rules, if an Alcan DB Member ceases Service on

the Normal Retirement Date or otherwise becomes entitled to receive a benefit at

that date, the benefit payable in respect of that Member is the sum of:

(a) seventeen and one-half per cent of the Member's Final Average Wage

multiplied by the Years of Contributory Membership; and

(b) the Member's Accumulation Account Balance at the date the Member

ceases Service.

(2) Subject to the Deed and these Rules, where an Alcan DB Member continues in

Service after the Normal Retirement Date:

(a) the Trustee must calculate the amount determined under Rule H.7(1) as at

the Normal Retirement Date, and allocate that amount to the Member's

Accumulation Account; and

(b) the Member will be entitled to benefits as a Defined Contribution Member

under Schedule 1 and will cease to be entitled to benefits as an Alcan DB

Member under this Schedule 8, with effect from the Member's Normal

Retirement Date.

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H.8 Early Retirement Benefits

Subject to the Deed and these Rules, if an Alcan DB Member ceases Service:

(1) in the case of a female who was a member of the Alcan Fund on 1 July 1999,

within 15 years prior to her Normal Retirement Date; or

(2) in any other case, within 10 years prior to the Member's Normal Retirement Date,

the benefit payable is the sum of:

(a) seventeen and one-half per cent of the Member's Final Average Wage multiplied

by the Years of Contributory Membership as at the date the Member ceased

Service; and

(b) the Member's Accumulation Account Balance at that date.

H.9 Death Benefits

Subject to the Deed and these Rules, if an Alcan DB Member dies while in Service prior to

the Normal Retirement Date, the benefit payable is the sum of:

(a) an amount calculated under Rule H.7(1)(a) as if the Member had continued in

Service until the Normal Retirement Date; and

(b) the Member's Accumulation Account Balance at the date of death.

H.10 Total and Permanent Disablement Benefits

Subject to the Deed and these Rules, if an Alcan DB Member becomes Totally and

Permanently Disabled prior to the Normal Retirement Date, the benefit payable is the sum

of the amounts determined as follows:

(a) an amount calculated under Rule H.9(a) as if the Member had died on the Date of

Disablement; and

(b) the Member's Accumulation Account Balance at the Date of Disablement.

H.11 Withdrawal Benefits

(1) Subject to the Deed and these Rules, if an Alcan DB Member prior to the Normal

Retirement Date ceases Service (other than by reason of death or Total and

Permanent Disablement or early retirement under Rule H.8), the benefit payable is

determined as follows:

(a) an amount equal to the sum of:

(i)

in respect of any period during which the Member was a member

of the Alcan Fund — the Member's contributions to the Alcan Fund

as if the Member had contributed under Rule 2 of the Alcan Fund

Deed at the rate of six percent of Annual Wage together with:

(A) compound interest thereon, for the period to 28 February

2007, calculated in accordance with Rule 7.2(a) of the

Alcan Fund Deed;

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(B) net earnings allocated to those contributions, for the period

from 1 March 2007 to the Alcan Transfer Date, calculated

in accordance with Rule 7.2(b) of the Alcan Fund Deed;

and

(C) earnings on such amounts, in respect of the period from

the Alcan Transfer Date, as determined by the Trustee in

accordance with Clause 6D; and

(ii) in respect of the period from the Alcan Transfer Date — the

Member's contributions to the Fund as if the Member had

contributed under Rule H.3(1) at the rate of six percent of Annual

Wage together with earnings on such amounts as determined by

the Trustee in accordance with Clause 6D;

(b) an amount equal to fifteen per cent of the amount specified in (a) above for

each completed Year of Contributory Membership but not exceeding one

and a half times that amount; and

(c) the Member's Accumulation Account Balance at the date the Member

ceases Service,

provided that the sum of (a) and (b) must not exceed the Member's Discounted

Accrued Retirement Benefit.

(2) Subject to the Deed and these Rules, if a benefit or other payment becomes

payable to an Alcan DB Member under this Deed and these Rules in

circumstances other than provided in these Rules, the amount payable is

calculated as if the Member had ceased Service on the date the benefit or other

payment became payable.

H.12 Terminal Medical Condition Benefit

(1) This Rule H.12 applies if an Alcan DB Member:




(2) Subject to the Deed and these Rules, where this Rule H.12 applies there will be

payable to the Alcan DB Member a lump sum benefit of an amount equal to the

amount of the TMC Benefit specified in the Alcan DB Member's request to the

Trustee.

(3) Benefits payable under this Rule H.12 will be paid on such terms and conditions as

may be determined by the Trustee from time to time.

(4) Subject to Superannuation Law, the Trustee will debit the Alcan DB Member's

accounts in the Fund with any amount paid under Rule H.12(2) or otherwise adjust

the remaining benefits (if any) payable to or in respect of the Alcan DB Member in

such manner as the Trustee thinks fit to take account of the amount paid under

Rule H.12(2).

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(5)

In this Rule H.12, the Alcan DB Member's TMC Benefit means the amount that

would be payable to the Alcan DB Member under Rule H.11(1) if the Member were

entitled to a benefit under that Rule (instead of a benefit under this Rule H.12).

H.13 Restriction on amendments to this Schedule

No Amendment shall be made to this Schedule under Clause 32 which would impose any

further liability on a former member of the Alcan Fund admitted to membership of the Fund

as an Alcan DB Member on the Alcan Transfer Date without that Member's consent.

H.14 Saving provision — former Nabalco Staff Plan Members

Despite any other provision of this Deed and these Rules:

(1) the Trustee will confer on each Alcan DB Member whose benefits were transferred

to the Alcan Fund with effect on 1 June 2002 from the former Nabalco Pty Limited

Staff Superannuation Plan (Nabalco Staff Plan), equivalent rights to the rights the

Member had under the governing rules of the Nabalco Staff Plan in respect of

benefits as at 31 May 2002; and

(2) the Trustee will confer on each Alcan DB Member whose benefits were transferred

to the Alcan Fund with effect on 1 June 2002 from the Nabalco Staff Plan, rights in

respect of all the benefits transferred that are substantially the same as, or better

than, the rights conferred on the Member by the governing rules of the Nabalco

Staff Plan as at 31 May 2002.

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Schedule 9 — Admission of Associated Employers (Clause 27)

Form of Admission Agreement for Associated Employers

Date

Parties

1. Rio Tinto Services Limited (ACN 004 219 738) incorporated in Victoria of

55 Collins Street, Melbourne, Victoria (the Principal Employer).

2. [insert name and ACN] incorporated in [insert State] of [insert address] (the

Employer).

3. Rio Tinto Staff Fund Pty Limited (ACN 005 599 422) incorporated in Victoria of 55

Collins Street, Melbourne, Victoria (the Trustee).

Recitals

A. By a trust deed made 14 December 1979 (as amended) (the Trust Deed) the

Principal Employer established a superannuation fund now known as the Rio Tinto

Staff Superannuation Fund (the Fund).

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

C. The Principal Employer wishes to admit the Employer to participate in the Fund as

an Associated Employer (as defined in the Trust Deed) under the provisions of

Clause 27 of the Trust Deed.

D. The Trustee is agreeable to the Employer being so admitted provided that in

accordance with Clause 27 of the Trust Deed the Employer executes this Deed.

E. The Employer, in order to enable such of its Employees as are or become eligible to

participate in the Fund, is desirous of executing this Deed and being admitted to

participate in the Fund as an Associated Employer.

It is agreed as follows.

2. Unless the subject matter or context otherwise requires, words, terms and expressions

defined in the Trust Deed will when used in this Deed have the respective meanings given

to them in the Trust Deed.

3. In consideration of the Employer entering into this Deed the Trustee admits the Employer

to participate in the Fund as an Associated Employer with effect from [insert date].

lrhm A0135845339v4 120578335 18.5.2016 Page 162


4. In consideration of being admitted to participate in the Fund the Employer agrees with each

of the Trustee and the Principal Employer to observe and perform such of the provisions of

the Trust Deed as are to be observed and performed by an Associated Employer under it.

Executed as a deed

The Common Seal of Rio Tinto Services Limited was duly affixed in the presence of:

Director/Secretary Signature Director Signature

Print Name Print Name

The Common Seal of [insert name] was

duly affixed in the presence of:



lrhm A0135845339v4 120578335 18.5.2016 Page 163


The Common Seal of Rio Tinto Staff

Fund Pty Limited was duly affixed in the

presence of:



lrhm A0135845339v4 120578335 18.5.2016 Page 164

I

sER VICE

Th.? Common

Seal Of

(704 2\

co'c The

Common Seal Of

•c,, 005 SO


IN WITNESS WHEREOF the Parties have duly executed these presents on the day and year first

hereinbefore written:

The Common Seal of RIO TINTO SERVICES

LIMITED4 was hereunto affixed in the

presence of:

[ signed ]

Director

[ signed ]

-&eer-€4.ar.Y. irs

The Common Seal of RIO TINTO STAFF

FUND PTY LIMITED5' was hereunto affixed

in the presence of:

Secretary

[ Common Seal affixed ]

[ Common Seal affixed]

[ signed ]

Director

[ signed ]

4 Formerly known as C.R.A. Services Limited.

Formerly known as C.R.A. Group Staff Fund Pty. Limited.

lrhm A0135845339v4 120578335 18.5.2016 Page 165

Documents

Consolidated Trust Deed - · PDF fileConsolidated Trust Deed Aliens > < Linklaters 22. Advice to Trustee 70 23. Accounts and Audit 70 24. Actuarial Requirements 70 25. Appointment