FUTURE GENERATION AUSTRALIA LIMITED - Governance Information 2013

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Hastings Funds Management Limited ABN 27 058 693 388 AFSL No. 238309 Australian Infrastructure Fund Limited ABN 97 063 935 553

Level 27, 35 Collins Street Melbourne VIC 3000 Australia T +61 3 8650 3600 F +61 3 8650 3701 www.hfm.com.au Melbourne, London, New York, Sydney

15 January 2013

Kobe Li ASX Markets Supervision Pty Ltd Level 4, North Tower, Rialto 525 Collins Street Melbourne VIC 3000

By electronic lodgement

Dear Kobe

AMENDMENT TO CONSTITUTION OF AUSTRALIAN INFRASTRUCTURE FUND TRUST (AIFT)

Australian Infrastructure Fund (AIX) securityholders have resolved to amend the Constitution of AIFT at the concurrent general meetings of Australian Infrastructure Fund Limited and AIFT held today.

Attached is the consolidated Constitution of AIFT incorporating these amendments.

Hastings Funds Management Limited, as Responsible Entity for AIFT, has lodged these amendments, and a copy of the consolidated Constitution of AIFT, with the Australian Securities & Investments Commission.

Yours sincerely

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Jefferson Petch Company Secretary Australian Infrastructure Fund

Unless otherwise stated, the information contained in this document is for informational purposes only. It does not constitute an offer of securities and should not be relied upon as financial advice. The information has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person or entity. Before making an investment decision you should consider, with or without the assistance of a financial adviser, whether any investments are appropriate in light of your particular investment needs, objectives and financial circumstances. Neither Hastings, nor any of its related parties including Westpac Banking Corporation ABN 33 007 457 141, guarantees the repayment of capital or performance of any of the entities referred to in this document and past performance is no guarantee of future performance. Hastings, as the Manager or Trustee of various funds, is entitled to receive management and performance fees.

Consolidated Constitution

Incorporating all amendments effective as at 15 January 2013.

Australian Infrastructure Fund

ARSN 089 889 761

Responsible Entity: Hastings Funds Management Limited ACN 058 693 388

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Clause		Page
1	Interpretation	2
1A	Accounting Standards	12
2	The Trust	12
3	Constitution of the Trust Fund	13
4	Nature of Units	13
5	Creation of Initial Units	14
6	Creation of Further Units	14
6A.1	Definitions and Interpretation	15
6A.2	Issue	18
6A.3	Distributions	18
6A.4	Conversion	19
6A.5	Adjustment to MP	20
6A.6	Participation in Future Issues	21
6A.7	Accelerated Conversion Rights Of Holder	21
6A.8	Conversion Rights Of The Responsible Entity	22
6A.9	Adjustments For Bonus And Rights Issues	22
6A.10	Adjustment for Return of Capital	23
6A.11	Adjustment for Capital Reconstruction	24
6A.12	Discretion in Adjustment of Conversion Mechanism	24
6A.13	Restrictions	24
6A.13	Rights on Winding-up	25
6A.15	Notices and Reports	25
6A.16	Voting Rights	25
6A.17	Amendment	26
6B	Options	26
7	Price of Units	27
7A	Price of Units	33
7B	Price of Units (November 2004 ASIC Relief)	36

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1.1.08 AIF Trust Consolidated Constitution

8	Consolidation, Division and Classification of Units	37
9	Joint Holder of Units	38
10	Non-Recognition of Equitable Interests	39
11	Issue of Certificates	39
12	Payment Terms	40
13	Amounts Paid in Advance of a Call	41
14	Forfeiture	41
15	Lien	42
16	Transfer of Units	43
17	Listed Trust	44
18	Closing Register and Branch Register	44
19	Manager may refuse to Register	44
20	Transmission of Units	45
21	Responsible Entity may refuse Registration of Transmission	46
22	Effect of Registration of Transfer	46
23	Contents of Register	46
24	Branch Register	47
25	Valuation Register	47
26	On-Market Buy-Back	48
26A	Cancellation of Units	49
27	Convening and Notice of Meeting	50
28	Quorum	50
29	Chairman	50
30	Voting	51
31	Proxies, Representatives and Attorneys	51
32	Manner of Poll	52
33	Adjournment	52
34	Effect of Resolution	52
35	Written Resolutions	52
36	Management	53

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1.1.08 AIF Trust Consolidated Constitution

37	Powers	54
38	Delegation and Assets	54
39	Investment Policy	55
40	Investment Procedures	56
41	Investment Register	56
42	Income and Distribution Entitlement	57
43	Distribution of Distribution Entitlement	58
44	Covenants by Responsible Entity	59
45	Removal of Responsible Entity	59
46	Retirement of Responsible Entity	59
47	Changing to New Responsible Entity	59
48	Remuneration	60
49	Reimbursement of Expenses	62
50	Indemnity	65
51	Limitation of Responsibilities and Liabilities	65
52	Responsible Entity’s Discretion	67
53	Accounts	68
54	Auditor	68
55	Notices to Unit Holders	69
56	Complaints by Unit Holders	69
57	Amendment to Deed	70
58	Amendment in Consequence of Statutory Amendment	70
59	Unit Holders Bound by Deed	70
60	Limitation of Liability of Unit Holders	71
61	Inspection of Deed	71
62	Period of Trust	71
63	Termination of Trust	71
64	Procedure on Termination	72
65	Taxation Liability	72
66	Payments to Unit Holders	74

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1.1.08 AIF Trust Consolidated Constitution

67	Law Applicable	75
68	Severance	75
69	Further Interpretation	75
70	Authorised Investments in Company	78
71	Remuneration	78
72	Reimbursement of Stapling Expenses	84
73	Dealings in Stapled Securities	86
74	Unstapling	88
75	Responsible Entity’s Duties	88
76	Investments to be Approved by Company	89
77	Company Valuation Register	89

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1.1.08 AIF Trust Consolidated Constitution

This Deed

is made on 24[th] day of January 1997 between the following parties:

1 Hastings Funds Management Limited

ACN 058 693 388

of Level 15, 90 Collins Street, Melbourne, Victoria (“ the Manager ”) as one part

AND

2 Perpetual Trustees Victoria Limited

ACN 004 027 258

of 50 Queen Street, Melbourne, Victoria (“ the Trustee ”) of the other part

WHEREAS:

A. The Manager desires to establish a trust known as the Australian Infrastructure Fund.
B. The Trustee has consented to become the Trustee of the Trust subject to the terms and conditions of this deed.
C. The Manager intends on the execution hereof to lodge with the Trustee the sum of $170 to be invested so far as it will extend in the purchase of Authorised Investments, and all such Authorised Investments shall be vested in the Trustee and held by it upon the trusts and subject to the terms and conditions of this deed.
D. The Manager may, pursuant to the provisions of this deed, lodge with the Trustee further cash to the intent that it shall be vested in the Trustee and held by it upon the trusts and subject to the terms and conditions of this deed.
E. It is intended that the benefits and obligations of this deed will ensure not only to the Manager and Trustee, but also to the extent provided herein to every Unit Holder who shall hold Units issued pursuant to the provisions of this deed.
F. The Manager and the Trustee have agreed to register the Trust as a managed investment scheme under the Corporations Law with the Manager as its responsible entity and on and from registration the separate offices of Manager and Trustee will cease to exist in accordance with the Corporations Law and it is intended that this deed will be binding on and for the benefit of the Responsible Entity, and also to the extent provided in this deed every person holding Units issued pursuant to the provisions of this deed.

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1.1.08 AIF Trust Consolidated Constitution

NOW THIS DEED WITNESSES as follows:

1 Interpretation[1]

(1) In this deed and any schedules or annexures the following expressions shall, unless the context otherwise requires, have the following meanings:

"Accounts" means an account of the income and expenditure and a statement of the assets and liabilities of the Trust Fund at the end of a Financial Year or other period and a statement of cashflow for that period;

"applicable accounting standards and practices" means those accounting standards and practices:

(a) prescribed by the Corporations Law;
(b) issued by and on behalf of the Institute of Chartered Accountants or the Australian Society of Certified Practising Accountants or any successor to those bodies; or
(c) generally accepted in Australia,

which are or are required to be applied for the time being in the preparation of the Accounts;

"Auditor" means the Registered Company Auditor appointed in accordance with clause 54 of this deed as the auditor for the time being of the Trust;

"Authorised Dealer" means a corporation declared pursuant to paragraph (a) of Section 65(1) of the Corporations Law to be an authorised dealer in the short term money market;

"Authorised Investments" means the investments in which the Trust Fund is permitted to be invested as set out in the first schedule;

"Bank" means:

(a) a bank as defined in the Banking Act 1959 of the Commonwealth of Australia or a bank constituted under a law of a State or Territory of the Commonwealth of Australia; or
(b) a subsidiary incorporated in Australia of any entity referred to in paragraph (a) above and having a net worth of not less than $5 million;

"Benchmark Amount" at the end of a Financial Year means the amount calculated as follows:

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where:

A is the aggregate amount of the issue price of all new Units or options for Units that is paid during the Financial Year increased in the case of each amount paid at a daily rate equivalent to the Benchmark Rate for the
1 Whilst stapled securities exist refer to further definitions in clause 69

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1.1.08 AIF Trust Consolidated Constitution

Financial Year for each day in the period from the date of payment until the end of the Financial Year;

B is:
(a) if the Financial Year is the first Financial Year, nil; and
(b) in any other case, the Benchmark Amount at the end of the immediately preceding Financial Year;
C is the Benchmark Rate for the Financial Year; and
D is the number of days in the Financial Year.

"Benchmark Rate" for a Financial Year means the daily average of the Ten Year Commonwealth Bond Rates during the Financial Year expressed as a percentage per annum plus 4% per annum;

"Branch Office" means any office at which a Branch Register is kept;

"Branch Register" means any branch register of Unit Holders kept pursuant to clause 24;

"Business Day" means any day on which the banks are open for business in Melbourne excluding a Saturday, Sunday or public holiday in Melbourne;

"cash" includes cheques, bank transfers and bank drafts;

"Cash Deposit" means cash deposits with, or cash deposits secured upon securities or negotiable instruments the issuer of which is:

(a) a Bank; or.
(b) an Overseas Bank;

"Commission" means the Australian Securities and Investments Commission;

"Company" means Australian Infrastructure Fund Limited ABN 97 063 935 553;

"Corporations Law" means the Corporations Act 2001 (Cth);

"CPI" means the consumer price index all groups weighted average for the 8 capital cities published by the Australian Bureau of Statistics PROVIDED THAT if either:

(a) that index ceases to be published or ceases to be published at least quarterly; or
(b) the method of calculation of that index substantially alters,

such equivalent index as the Responsible Entity determines;

"CPU Distribution Entitlement" means the entitlement of Convertible Preference Unit Holders to receive a distribution in accordance with clause 6A.3;

"Distributable Income" in respect of any period means the Net Income of the Trust for the period less such of the following amounts as the Responsible Entity may, in its absolute discretion, determine to deduct from the Net Income of the Trust:

(a) any payment or deduction provided for in clause 48, 49, 71 or 72 which is not deductible for the purposes of the Tax Act;

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1.1.08 AIF Trust Consolidated Constitution

(b) any Tax which in the opinion of the Responsible Entity will or is likely to be levied on the Responsible Entity in respect of the Net Income of the Trust and which is not in respect of or calculated by reference to an entitlement of or distribution to a particular Unit Holder;
(c) any imputation credit or taxation rebate included in the Net Income of the Trust under the Tax Act;
(d) any amount included in the Net Income of the Trust which in the opinion of the Responsible Entity will not or is unlikely to be ever received in cash or otherwise;
(e) any amount of income which the Responsible Entity determines to accumulate in accordance with sub-clause 42(2); and
(f) the aggregate of all distributions paid or payable to Convertible Preference Unit Holders during or in respect of that Distribution Period;

"Distribution Entitlement" in relation to a Unit Holder means the entitlement of that Unit Holder to Distributable Income under sub-clause 42(3) and to any corpus of the Trust Fund under sub-clause 42(6);

"Distribution Period" means any period (except the first and the last) commencing on the day immediately following the end of the preceding Distribution Period and ending on:

(a) the next to occur of 30 June and 31 December; or
(b) such other dates as the Responsible Entity selects in accordance with subclause 43(4),

during the continuance of the Trust, but in respect of the first Distribution Period means the period commencing on the date of this deed and ending on the next to occur of 30 June and 31 December or such other date as the Responsible Entity selects in accordance with sub-clause 43(4), and in respect of the last Distribution Period means the period commencing on the date immediately following the end of the preceding Distribution Period and ending on the date of termination of the Trust;

"Distribution Reinvestment Plan" means a plan whereby participating Unit Holders, subject to the terms of the plan, elect in respect of some or all of their Units to apply any distributions paid or payable in respect of those Units to subscribe for additional Units;

"Exchange" means Australian Stock Exchange Limited;

"Extraordinary Resolution" means a resolution that has been passed by at least 50% of the total votes that may be cast by Unit Holders entitled to vote on the resolution (including Unit Holders who are not present in person or by proxy) provided that if the resolution has been passed at a meeting of Unit Holders the notice of meeting given to Unit Holders set out an intention to propose the Extraordinary Resolution and stated the resolution;

"Financial Year" means the period commencing on the date of this deed and ending on 30 June next following the date of this deed, or the end of any other substituted accounting period permitted under the Tax Act and nominated by the Responsible Entity, any period of 12 months during the continuance of the Trust ending on 30 June in any year, or the end of such substituted period, or the period

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1.1.08 AIF Trust Consolidated Constitution

commencing on the next day after the expiration of the last of such periods of 12 months and ending on the date of termination of the Trust;

"Fully Paid Unit" means a Unit the whole of the issue price of which has been paid up;

"Gross Asset Value of the Trust Fund" on a particular day ("the relevant day") means the aggregate of:

(a) all cash forming part of the Trust Fund on the relevant day;
(b) the total value as shown in the Valuation Register on the relevant day of all assets of the Trust Fund;
(c) to the extent not included in paragraph (b), the total debts owing to the Responsible Entity (in its capacity as trustee of this Trust) on the relevant day less a provision determined by the Responsible Entity for bad or doubtful debts;
(d) total expenses of the Trust Fund which have been prepaid on the relevant day; and
(e) any other amounts which, in the opinion of the Responsible Entity, should be included in the aggregate for the purpose of making a fair and reasonable determination of the gross asset value of the Trust Fund,

determined in accordance with applicable accounting standards and practices but does not include any part of the issue price of a Unit which on the relevant day is outstanding to be paid;

"holding" in respect of any Unit Holder means at any particular time the total number of Units then registered in the name of that Unit Holder;

"Infrastructure Investment" means an investment in:

(a) a project, entity or business anywhere in the world:
(i) involving power generation (by whatever means including coal, gas and hydro-electricity), power transmission, power distribution, gas transportation or distribution, water supply, water purification, sewerage or waste transportation, treatment or disposal, roads (including bridges and tunnels), any form of land or sea transport, an airport, seaport or harbour of any description, health services or telecommunications; or
(ii) of a kind that is or has been traditionally financed by governments (whether national, state, local or municipal) or their respective instrumentalities; or
(iii) of a similar kind to any matter referred to in sub-paragraph (i) or (ii) that is financed by the private sector and that the Responsible Entity believes is suitable for investment by the Trust Fund; or
(b) a security the returns from which are or may reasonably be expected to be derived substantially from one or more projects, entities or businesses described in paragraph (a) above including, without limitation, shares, debentures (including infrastructure bonds) or interests in a corporation or interests in a trust a substantial proportion of the assets of which are one or more such projects, entities or businesses;

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1.1.08 AIF Trust Consolidated Constitution

"Initial Offer Period" means the period commencing on the date of this deed and ending on:

(a) the day immediately preceding the day on which Units are listed for quotation on the stock market of the Exchange; or
(b) the expiration of 6 months from the date on which the first Unit is issued to any person after the initial issue of 100 Units to the Manager,

whichever occurs first;

"Land" includes tenements and hereditaments corporeal and incorporeal and every estate and interest therein whether vested or contingent freehold or leasehold or otherwise and whether at law or in equity in severalty or otherwise wherever in the world situate and includes air space rights, rights to develop any such estate or interest and any plot ratio, floor space ratio or other similar ratio relating to any such estate or interest;

"Liabilities of the Trust Fund" on any particular day ("the relevant day") include borrowings, debts and other obligations in existence on the relevant day which were entered into or incurred by the Responsible Entity (acting in its capacity as responsible entity of this Trust) or the Trustee (acting in its capacity as trustee of this Trust) and are repayable or payable from the Trust Fund and the liability of the Responsible Entity or the Trustee as drawer or acceptor of bills of exchange in existence on the relevant day and all amounts which are owing or may on the relevant day have accrued pursuant to this deed to the Responsible Entity, the Trustee or the Manager or any other person in respect of any fee, reimbursement or other outgoing for which the Responsible Entity, the Trustee or the Manager is liable on the relevant day and entitled to be reimbursed from the Trust Fund and any other amount required to meet liabilities or other expenditure which in the opinion of the Responsible Entity should be taken into account in determining the liabilities of the Trust Fund including without limitation any provision for Tax which will or is likely to become payable, but excludes:

(a) the amount representing Unit Holders’ capital, undistributed profits, interest attributable to Unit Holders accruing on Unit Holder capital, capital reserves, or any other amount representing the value of rights attaching to Units, whether or not redeemable, regardless of whether characterised as equity or debt in the accounts of the Trust and excluding any amount relating to derivative instruments used for hedging; and
(b) such debts and other obligations of the Responsible Entity or the Trustee in respect of which it is not or, in the case of the Trustee, was not before the Registration Date entitled to be indemnified out of the capital or income of the Trust Fund,

as to all of which are determined in accordance with applicable accounting standards and practices;

"Listing Rules" means the listing rules of the Exchange as they apply to the Trust;

"Loan" includes advances made and moneys paid and other financial accommodation provided at any time and from time to time to, for, or on account of or on behalf of or at the request of any person;

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1.1.08 AIF Trust Consolidated Constitution

"Manager" means the manager or managers for the time being of this Trust before the Registration Date whether original, additional or substituted and includes the Trustee when acting as manager;

"Market Price[2] " of a security on a particular day ("the relevant day") means:

(a) the weighted average closing price per security for sales of securities of the same class on the stock market of the Exchange (excluding any special crossings, overnight sales or exchange traded option exercises of or in respect of the securities) for the period of 10 Business Days immediately preceding the relevant day (whether or not a sale was recorded on any particular day); or
(b) if securities of that class are not listed for quotation on the stock market of the Exchange or have not been listed for more than 10 consecutive Business Days leading up to the relevant day or have been listed but on the relevant day are suspended from quotation or if in the Responsible Entity's opinion a determination under paragraph (a) would not provide a fair reflection of the current market value of the security, such price per security as a Qualified Valuer, at the request of the Responsible Entity, determines to be the market value of the security on the relevant day;

"Minimum Parcel" means with respect to a class of Units on a particular day ("the relevant day") such number of Units of the same class as have a total value as near as possible to, but not less than, $1,700 where the value of each Unit is calculated as follows:

(a) if the relevant day occurs during the Initial Offer Period, $1.70;
(b) if the relevant day occurs after the Initial Offer Period and whilst Units are listed for quotation on the stock market of the Exchange, the Market Price of a Unit on the relevant day; and
(c) in any other case, the Unit Value of a Unit on the relevant day;

"month" means calendar month and "monthly" shall have a corresponding meaning;

"Net Accumulated Asset Value of the Trust Fund" on a particular day ("the relevant day") means the Net Asset Value of the Trust Fund on the relevant day plus the aggregate of the amount of all money and the market value (at the time of the distribution or transfer) of all other property paid, distributed or transferred out of the Trust Fund (whether income or capital) to Unit Holders or any of them (other than any payment or distribution to a Unit Holder for valuable consideration which the Unit Holder would have received whether it held Units or not) on or at any time before the relevant day;

"Net Asset Value of the Trust Fund" on a particular day ("the relevant day") means the Gross Asset Value of the Trust Fund on the relevant day less the Liabilities of the Trust Fund on the relevant day;

"Net Income of the Trust" in respect of any period means:

(a) if the Trust is a public trading trust in relation to the period for the purposes of division 6C of part III of the Tax Act, the net income of the
2 Whilst stapled securities exist refer to sub-clause 69(2) as well

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1.1.08 AIF Trust Consolidated Constitution

Trust within the meaning of section 102M of the Tax Act for the period as if the period were a separate year of income; or

(b) in any other case, the net income of the Trust within the meaning of subsection 95(1) of the Tax Act for the period as if the period were a separate year of income;

"Office" means the registered office from time to time of the Responsible Entity in Victoria;

"Officer" in relation to a corporation means:

(a) a director, secretary, executive officer or employee of the corporation;
(b) a receiver and manager of property of the corporation appointed under a power contained in an instrument;
(c) an official manager or deputy official manager of a corporation;
(d) a liquidator of the corporation appointed in a voluntary winding up of the corporation; and
(e) a trustee or other person administering a compromise or arrangement made between the corporation and another person or persons;

"Option" means an option granted by the Responsible Entity in respect of unissued Units;

"Ordinary Resolution" means a resolution that has been passed by at least 50% of the votes cast by Unit Holders entitled to vote on the resolution;

"Overseas Bank" means a corporation which carries on business as a bank outside the Commonwealth of Australia and which at the date of its most recently published audited consolidated financial statements has shareholders' funds on a consolidated basis of not less than the equivalent (at that day) of $500 million, or an Australian subsidiary of such a corporation which is approved by the Responsible Entity;

"Partly Paid Unit" means a Unit, the issue price of which has not been fully paid up;

"person" includes bank, company, corporation, body corporate, public instrumentality, firm, or body of persons;

"Proportional Holding" of a Unit Holder on a particular day ("the relevant day") means:

A B

where:

A is the number of Units held by the Unit Holder on the relevant day; and

B is the number of Units on issue on the relevant day,

except that for the purposes of determining A and B a Partly Paid Unit shall not be counted as one but rather as a fraction of one equal to the proportion which the amount of the issue price of the Unit paid (not credited) is of the total amounts paid and payable (excluding amounts credited) as at the relevant day;

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1.1.08 AIF Trust Consolidated Constitution

"Public Body" means an instrumentality, statutory body or department of the Commonwealth of Australia or of a State or Territory of the Commonwealth of Australia or a body corporate which is wholly owned by such an instrumentality, statutory body or department;

"Qualified Valuer" means a person who in the opinion of the Responsible Entity is competent to make an accurate valuation recommendation or report on which the Responsible Entity may rely, who is approved by the Responsible Entity having regard to the particular type or types of property to be valued or to be the subject of a recommendation or report, and who is independent of the Responsible Entity;

"quarter" means a period of 3 months ending on the last day of March, June, September or December, and "quarterly" shall have a corresponding meaning;

"Record Date" means the date the Responsible Entity specifies for lodging transfers of units for the purpose of identifying the persons who are entitled to issues, sales, redemptions, buy backs of or the benefit of other dealings in Units or distributions of income or capital of the Trust Fund;

"Redemption Price" of a Unit on any particular day ("the relevant day") means the Unit Value on the relevant day less an amount per Unit determined by the Responsible Entity as at the relevant day which reflects an estimate of costs incurred or which would be incurred in connection with the sale or the disposal of the assets of the Trust on the redemption of Units;

"Register" means the register of Unit Holders maintained by the Responsible Entity pursuant to clause 23 and includes the principal register and all Branch Registers, save that where it appears from the context that a particular register is referred to in relation to a particular Unit, the reference shall be deemed to be to the principal register or Branch Register (as the case requires) on which that Unit is registered;

"Registered Company Auditor" means any person registered as an auditor under the Corporations Law;

"Registration Date" means the date this Trust becomes a registered scheme under the Corporations Law;

"Responsible Entity" means the responsible entity for the time being of this Trust whether original, additional or substituted;

"Special Resolution" means a resolution that has been passed by at least 75% of the votes cast by Unit Holders entitled to vote on the resolution provided that if the resolution has been passed at a meeting of Unit Holders the notice of meeting given to Unit Holders set out an intention to propose the Special Resolution and stated the resolution;

“Special Units” means Units which may not participate in distributions of income or capital of the Trust unless they are, at the time, the only Units on issue, but which otherwise confer the same rights as ordinary Units. A Special Unit may only be held by the Company or by a subsidiary of the Company;

"Tax" includes without limitation all kinds of taxes, duties, levies, imposts, deductions and charges imposed by a government or governmental body, department, agency or instrumentality together with interest, fines and penalties;

"Tax Act" means the Income Tax Assessment Act 1936 or Income Tax Assessment Act 1997 of the Commonwealth of Australia, whichever is relevant;

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1.1.08 AIF Trust Consolidated Constitution

"Ten Year Commonwealth Bond Rate" means on any particular day the weighted average issue yield announced by the Reserve Bank of Australia for the issue of 10 year Treasury Fixed Coupon Bonds on that day, or if there is no such issue on that day, the weighted average issue yield announced by the Bank for the most recent issue of 10 year Treasury Fixed Coupon Bonds prior to that day, expressed as percentage per annum PROVIDED THAT if:

(a) 10 year Treasury Fixed Coupon Bonds cease to be issued by or on behalf of the Commonwealth of Australia or cease to be issued at least annually or if it is officially announced that the Commonwealth of Australia will cease to so issue such bonds: or
(b) the method of calculation of the weighted average issue yield for the issue of 10 year Treasury Fixed Coupon Bonds substantially alters,

such yield or interest rate on equivalent negotiable instruments expressed as a percentage per annum as the Responsible Entity determines;

"Terms of Issue" means in relation to a Unit or an Option, the conditions upon which that Unit or Option is issued (other than those contained in this deed);

"Terms of Offer" in relation to an offer to acquire an Option means the terms and conditions upon which that Option may be subscribed for and the conditions (if any) governing the transfer of the right to acquire the Option;

"Treasury Fixed Coupon Bonds" means the Treasury Fixed Coupon Bonds issued by or on behalf of the Commonwealth of Australia from time to time and "10 year Treasury Fixed Coupon Bonds" means those Treasury Fixed Coupon Bonds which mature and are to be redeemed in full on or about the 10th anniversary of their date of issue;

"Trust" means the trust hereby created and named the Australian Infrastructure Fund;

"Trust Fund" means the trust fund described in clause 3;

"Trustee" means the trustee or trustees for the time being of this Trust before the Registration Date whether original, additional or substituted and includes the Manager when acting as trustee;

"Trustee Investment" means any investment in which it is not unlawful for trustees to invest trust money under Victorian law (to the extent applicable to this deed);

"Unit" means an undivided part or share in the beneficial interest in the Trust Fund and includes partly and fully paid units;

"Unit Holder" means the person for the time being registered under the provisions of this deed as the holder of a Unit and includes persons jointly or deemed jointly so registered;

"Unit Value" of a Unit on a particular day ("the relevant day") means the amount calculated using the following formula:

where:

A B

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1.1.08 AIF Trust Consolidated Constitution

A is the Net Asset Value of the Trust Fund on the relevant day less the aggregate amount of any Distribution Entitlements payable but not paid to Unit Holders on the relevant day;

B is the number of Units on issue on the relevant day except that a Partly Paid Unit shall not be counted as one but rather as a fraction equal to the proportion which the amount of the issue price of the Unit paid (not credited) is of the total amounts paid and payable (excluding amounts credited) as at the relevant day;

"Units on issue" means the number of Units created under this deed and not cancelled;

"Valuation Day" means the last day of each Financial Year and any other day which may from time to time be nominated by the Responsible Entity as a valuation day;

"Valuation Register" means the valuation register of assets of the Trust Fund maintained pursuant to clause 25.

(2) The index to and headings in this deed are used for convenience only and are not to be construed as in any way affecting or qualifying the substance of any of the provisions of this deed.
(3)

In this deed, unless the context otherwise requires:

(a) words importing any gender include the other genders, the plural includes the singular and vice versa, and references to corporate persons include non-corporate persons and vice versa;
(b) any reference to a corporation, body corporate or company shall include a reference to each of them;
(c) unless otherwise defined herein, a word which is given a particular meaning by the Corporations Law shall where the context so admits have the same meaning in this deed; and
(d) references to an Act of Parliament or any rules or regulations made subsidiary or pursuant thereto include that Act or those rules or regulations as amended, consolidated or re-enacted from time to time.
(4)
The schedules to this deed form part of it.
(5) Where under this deed an amount of money is to be determined or calculated, if the amount so determined or calculated is a fraction of a cent, the Responsible Entity may, in its absolute discretion, round the amount down to the nearest whole cent or fraction of a cent not exceeding the second decimal place.
(6) Compliance with Listing Rules : If a provision of this deed reflects a provision or a covenant required by the Listing Rules and that provision or covenant is altered or deleted by the Exchange or by a change to the Listing Rules or if relief is granted by the Exchange from compliance with that provision or covenant then the corresponding provision of this deed is deemed to be altered or deleted accordingly.
(7) Overriding Compliance with Corporations Law : Notwithstanding any other provision of this deed (including any provision of this deed which purports to apply notwithstanding other provisions of the deed) on and from the Registration Date:

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1.1.08 AIF Trust Consolidated Constitution

(a) if relief is granted by the Commission expressly in respect of this deed or Trust on a condition that this deed contains other provisions then those provisions are deemed to be included in this deed for so long as the relief remains current;
(b) if a provision of this deed reflects a provision required by the Corporations Law and that provision is altered or deleted by the Commission or by a change to the Corporations Law or if relief is granted by the Commission from compliance with that provision then the corresponding provision of this deed is deemed to be altered or deleted accordingly; and
(c) a provision of this deed which is inconsistent with a provision of the Corporations Law (except where relief has been granted in respect of it) does not operate to the extent of the inconsistency.

1A Accounting Standards

To the extent to which

(a) the calculation of the issue price of Units;
(b) the extent of any limitation on borrowings; or
(c) the calculation of the Distributable Income,

may involve the application of generally accepted accounting principles or accounting standards, the principles or standards to be applied are those as generally accepted or in force immediately before 1 January 2005.

CREATION OF TRUST

2 The Trust

(1) Perpetual Trustees Victoria Limited is hereby appointed as the Trustee of the Trust and agrees to act as Trustee for the Unit Holders, to hold the Trust Fund in trust for the Unit Holders and to act in the interests of the Unit Holders upon and subject to the terms and conditions of this deed until the day before the Registration Date.
(2) Hastings Funds Management Ltd is hereby appointed as the Manager of the Trust and agrees to act as Manager upon and subject to the terms and conditions of this deed until the day before the Registration Date.
(3) The Manager shall forthwith upon the execution of this deed lodge with the Trustee, to be held by the Trustee upon the trusts and subject to the terms and conditions of this deed, the sum of $170 for investment by the Trustee (so far as it extends) in Authorised Investments, and the Manager may thereafter lodge or cause to be lodged with the Trustee further cash which shall be held by the Trustee upon the trusts and subject to the terms and conditions of this deed until the day before the Registration Date.
(4) It is intended that the benefit of the covenants and agreements given and made by and between the Trustee and the Manager enure not only to the Trustee and to the Manager, but also to the Unit Holders jointly and to each of them severally and

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1.1.08 AIF Trust Consolidated Constitution

the provisions of this deed shall be so construed, unless the context otherwise requires.

On and from the Registration Date:

(a) the separate offices of trustee and manager of this Trust shall cease to exist and the Trustee and the Manager shall be deemed to have vacated those offices;
(b) in there place shall be created the single office of responsible entity of this Trust;
(c) Hastings Funds Management Limited shall be appointed as the responsible entity of this Trust and agrees to act as responsible entity to operate this Trust and perform the functions conferred on it by this deed and the Corporations Law;
(d) the Responsible Entity shall be the trustee of the Trust and agrees to act as trustee for the Unit Holders to hold the Trust Fund in trust for the Unit Holders, and to act in the best interests of the Unit Holders upon and subject to the terms and conditions of this deed; and
(e) it is intended that the benefit of the covenants and agreements given and made by the Responsible Entity enure to the Unit Holders jointly and to each of them severally and the provisions of this deed shall be so construed, unless the context otherwise requires.

3 Constitution of the Trust Fund

The Trust Fund shall consist of:

(a) all of the Authorised Investments, cash and other property for the time being held by or for the Responsible Entity or the Trustee upon the trusts of this deed;
(b) the proceeds of sale or other disposition of any such Authorised Investment, cash or other property; and
(c) all additions and accretions which arise in any way howsoever in relation to any of the things described in paragraphs (a) and (b) of this clause 3 and whether by way of dividend, interest, premium, distribution or bonus or otherwise howsoever.

UNITS

4 Nature of Units

(1) The beneficial interest in the Trust Fund shall be divided into Units which may be Fully Paid Units or Partly Paid Units.
(2) Each Fully Paid Unit shall confer on a Unit Holder an interest in the Trust Fund and be of a value which is equal to the interest conferred by and value of each other Fully Paid Unit, and each Partly Paid Unit shall confer an interest in the Trust Fund and be of a value which is a fraction of the interest conferred by and value of a Fully Paid Unit equal to the proportion of the issue price of the Unit which has been paid.

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1.1.08 AIF Trust Consolidated Constitution

(3) A Unit shall not confer any interest in any particular part of the Trust Fund and no Unit Holder shall be entitled to require the transfer to him of any of the Assets of the Trust Fund nor (subject to the rights of Unit Holders created by this deed and by law) shall any Unit Holder be entitled to interfere with or question the exercise or non-exercise by the Responsible Entity of any of the trusts, powers, authorities or discretions conferred upon it by this deed or in respect of any part of the Trust Fund.
(4) Except where expressly provided in this deed to the contrary or where the context does not so permit, all the benefits and obligations herein contained enure for the benefit of and bind each Unit Holder to the extent provided herein.

5 Creation of Initial Units

The beneficial interest in the Trust Fund as originally constituted by the payment to the Trustee of the sum of $170 referred to in sub-clause 2(3) shall be divided into 100 Fully Paid Units and those Units shall be deemed to be issued to the Manager on the day that sum is so paid to the Trustee at the price of $1.70 per Unit.

6 Creation of Further Units

(1) Subject to this clause and clause 7, the Responsible Entity may from time to time and at any time offer for subscription or issue invitations to subscribe for Units to any person or create and issue Units to any person and the terms of issue may be on such terms as the Responsible Entity may in its absolute discretion determine.
(2) Apart from the 100 Units referred to in clause 5, no Units may be issued except pursuant to a duly completed and signed application form unless the proposed issue is for Fully Paid Units to be issued to one or more existing Unit Holders.
(3) An application for Units shall be made by lodging an application form signed by or on behalf of the applicant in the form of the application specified by the Responsible Entity from time to time together with the relevant payment for the Units at such place or places as the Responsible Entity may from time to time determine.
(4) An application for Units shall be in respect of at least the Minimum Parcel at the time of application unless:
(a) the applicant is an existing Unit Holder ~~; or~~
(b) the application arises in connection with the issue of Units to the applicant as consideration or part consideration for the acquisition of securities held or owned by the applicant or its nominee under an off-market bid for those securities made under chapter 6 of the Corporations Law; or
(c) the application is for Special Units.
(5) All payments or transfers of property for Units shall be in favour of or to the Responsible Entity or its nominee.
(6) If any payment for Units is not ultimately cleared to a bank account of the Trust as cleared funds, the Units issued shall be cancelled and shall be deemed not to have been issued, and the Responsible Entity shall make appropriate entries in the records of the Trust.

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1.1.08 AIF Trust Consolidated Constitution

(7) The Responsible Entity may in its absolute discretion accept or refuse to accept in whole or in part any application for Units and the Responsible Entity shall not be required to assign any reason or ground for such refusal.
(8) (a) If Units are to be issued to a Unit Holder pursuant to a Distribution Reinvestment Plan the Units shall be deemed to be issued to the Unit Holder on the date upon which the distribution is applied to pay for the Units.
(b) If Units are to be issued in any other way the Units shall be deemed to be issued on the date upon which the person entitled to the Units is entered in the Register as the holder of those Units or such other date as may be determined by the Responsible Entity.
(9) If the Responsible Entity accepts an application for Units in whole or in part, the Responsible Entity shall enter the applicant upon the Register as the holder of the Units in respect of which the application has been accepted or, where the applicant is already on the Register, alter the Register accordingly.
(10) The Responsible Entity may arrange for an issue of Units to be underwritten by any person (including the Responsible Entity) on terms determined by the Responsible Entity and the underwriter may take up any Units not subscribed for under the issue.
(11) The Responsible Entity shall at all times after Units are first listed for quotation on the stock market of the Exchange use its best endeavours:
(a) to have any Units of the same class issued after that time, also listed for quotation; and
(b) to keep listed for quotation any such Units.
(12) The maximum number of Units which may be on issue at any time shall be 100,000,000,000,000.

6A.1 Definitions and Interpretation

(a) Terms defined in clause 1 of the Deed have the same meanings in this Part unless the context otherwise requires.
(b) In this clause 6A:

"Business Day" has the meaning given in the Listing Rules.

"Conversion" means the division of a Convertible Preference Unit on a Conversion Date in accordance with this Part.

"Conversion Date" means the date on which a Convertible Preference Unit undergoes Conversion, being:

(a) the date(s) stated in the CPS Terms of Issue; or
(b) if a Convertible Preference Unit is converted in accordance with clauses 6A.7 or 6A.8 - the date as specified in the relevant clause.

"Convertible Preference Security" means a Convertible Preference Unit stapled to a Convertible Preference Share.

"Convertible Preference Share" means a convertible preference share in the capital of the Company.

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1.1.08 AIF Trust Consolidated Constitution

"Convertible Preference Unit" means a convertible preference Unit having the rights and being subject to the restrictions set out in this clause 6A.

"Convertible Preference Unit Holder" means a person registered as the holder of a Convertible Preference Unit, including any person jointly registered.

"CPS Terms of Issue" means, in relation to an issue of Convertible Preference Securities, the terms stated in a Schedule to this deed, from time to time.

"CPU Distribution" means a distribution to Convertible Preference Unit Holders referred to in clause 6A.3.

"CPU Distribution Date" means the record date to determine entitlement to participate in a CPU Distribution Entitlement as stated in the CPS Terms of Issue.

"CPU Distribution Entitlement" means an entitlement to a CPU Distribution;

"CPU Distribution Rate" means the rate stated in the CPS Terms of Issue provided that the total annual distribution rate in respect of the Convertible Preference Securities must not exceed the Swap Rate plus 5% per annum, fully franked.

"Holder Conversion Notice" means a notice served on the Responsible Entity by a Convertible Preference Unit Holder following a Trigger Event in accordance with clauses 6A.4(a) or 6A.7.

"Ordinary Units" means Units other than Convertible Preference Units.

"Price Setting Period" means the 20 consecutive Business Days immediately prior to a Conversion Date, except in relation to an accelerated Conversion under clause 6A.7 following the occurrence of an event described in paragraph (g) of the definition of Trigger Event, where the Price Setting Period is as specified in clause 6A.7.

"Receiver" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

"Stapled Security" means a Unit which is stapled to a share in the Company.

"Swap Rate" is:

(a) any amendment to, clarification of, or change (including any announced the rate expressed as a percentage per annum calculated as the mid-point of the quoted average swap reference rates at 10.00 am (Sydney time) on the Australian swap reference rates page SWAPREF of the Australian Financial Markets Association of AFMA service (or any page which replaces that page) on the date of offer; or
(b) if that rate does not appear by that time on the relevant date, the rate set by AIF in good faith on the relevant date, having regard, to the extent possible, to the swap rates on the date of offer otherwise bid and offered at or around 10.00 am (Sydney time) on the relevant date.

"Taxation Event" means the receipt by the Responsible Entity of an opinion from a reputable legal counsel or other tax adviser in Australia, experienced in such matters to the effect that, as a result of:

(a) any amendment to, clarification of, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of Australia or any political subdivision or taxing authority thereof or therein affecting taxation;

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1.1.08 AIF Trust Consolidated Constitution

(b) any judicial decision, official administrative pronouncement, published or private ruling, regulatory procedure, notice or announcement (including any notice or announcement or intent to adopt such procedures or regulations) (“Administration Action”); or
(c) any amendment to, clarification of, or change in, the pronouncement that provides for a position with respect to an Administrative Action that differs from the theretofore generally accepted position

in each case, by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in which such amendment, clarification, change or Administrative Action is made known, which is effective or announced on or after the date of issue of Convertible Preference Units, and there is more than an insubstantial risk that the Trust would be exposed to more than a de minimis increase in its: (i) obligation to any distributions on the Convertible Preference Units; or (ii) costs in relation to the Convertible Preference Units as a result of increased taxes, duties or governmental changes or civil liabilities.

"Trigger Event" means the occurrence of any of the following events:

(a) a Distribution in respect of the Convertible Preference Units is not paid in full for any reason within 20 Business Days after a CPU Distribution Date;
(b) either the Trust or the Company resolves in general meeting that it be wound up;
(c) a provisional liquidator being appointed to the Trustee (and no substitution of the Trustee is made within 28 days of that appointment) or the Company;
(d) a court making an order for the winding-up of the Trust or the Company;
(e) an administrator of the Trust or the Company is appointed under sections 436A, 436B or 436C of the Corporations Act;
(f) the Trustee in its capacity as trustee of the Trust or the Company executes a deed of arrangement with its creditors generally;
(g) a take-over bid (within the meaning of the Corporations Act) is made for all or for a portion (being not less than 50%) of the Ordinary Units (or the shares comprised in the Stapled Securities) and the bid is, or becomes, unconditional and:
(i) the bidder becomes entitled to at least 50% of the Ordinary Units on issue; or
(ii) the Responsible Entity issues a statement recommending acceptance of the bid.
(h) a court approving a scheme of arrangement under Part 5.1 of the Corporations Act which, when implemented, will result in a person becoming entitled to more than 50% of the Ordinary Units (or the Ordinary Shares comprised in the Stapled Securities);
(i) the Ordinary Units or the Convertible Preference Units are suspended from trading on the ASX for more than 20 consecutive Business Days;
(j) the Group announces to the ASX its intention to sell all, or substantially all, of its business undertaking or assets; or

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1.1.08 AIF Trust Consolidated Constitution

(k) a meeting is called for the purpose of removing the Responsible Entity as responsible entity of the Trust.

This Part 6A prevails over all other provisions of this deed, including any that are expressed to prevail over it.

6A.2 Issue

(a) Subject to clause 6A.2(d) and any other applicable requirement of the Corporations Act, the Responsible Entity may issue Convertible Preference Units at the issue price per Convertible Preference Unit set out in the CPS Terms of Issue ( Issue Price ).
(b) On and from issue, each Convertible Preference Unit must be and remain stapled to a Convertible Preference Share.
(c) The rights attached to any issue of Convertible Preference Units or Convertible Preference Securities shall not be deemed varied or affected by the issue of further Convertible Preference Units or Convertible Preference Securities ranking in respect of distribution, in any circumstances, of income or capital, in all respects pari passu therewith but in no respect in priority thereto.
(d) The Responsible Entity must obtain the approval of Unit Holders to an issue of Convertible Preference Units ( Issue ) in accordance with the Corporations Act, if the total of the number of Units comprised in the Issue and the number of Convertible Preference Units on issue exceed 10% of the total number of Units in issue prior to the Issue.

6A.3 Distributions

(a) Subject to clause 6A.3(e), Convertible Preference Unit Holders will be entitled, on each CPU Distribution Date and, where relevant Units are converted, on the Conversion Date applicable to those Units to a non-cumulative preferred distribution at the CPU Distribution Rate in priority to the payment of any distributions declared on any other Units.
(b) CPU Distributions shall be deemed to accrue daily (on the basis of a 365 day year) and calculated on the Issue Price during the period from the date on which the Convertible Preference Units are issued to the Conversion Date and shall be payable in arrears.
(c) If the Company is unable to pay all or part of a dividend payable on a Convertible Preference Share which is Stapled to a Convertible Preference Unit because it has insufficient profits available for this purpose:
(i) the Trust must pay an additional distribution to Convertible Preference Unit Holders equal to the deficiency, subject to there being a lawful source of payment for the CPU Distribution;
(ii) if the Company later pays accumulated but unpaid dividends prior to the final Conversion Date, the Trust must reduce the next distribution payable to Convertible Preference Unit Holders by an equal amount.
(d) CPU Distributions will be paid by cheque or electronic transfer in favour of the Convertible Preference Unit Holders on the CPU Distribution Date and dispatched

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1.1.08 AIF Trust Consolidated Constitution

to those holders not later than 3 Business Days after each CPU Distribution Date. The Responsible Entity may deduct any withholding or other tax, duty or levy required by law to be deducted in respect of a distribution and in such case, the full amount shall be deemed to have been paid to the Unit Holder.

(e) The payment of the CPU Distribution is subject to the Responsible Entity declaring the distribution payable and that there are funds legally available to make the distribution.
(f) If a proposed distribution is not fully franked, the distribution may be increased by an additional amount, even if that exceeds the Distribution Rate to compensate for any unfranked portion of the distribution.

6A.4 Conversion

(a) A Convertible Preference Unit Holder has the right to convert some or all of their Convertible Preference Units into Ordinary Units on the dates specified in the CPS Terms of Issue. This right may only be exercised by giving a Holder Conversion Notice to the Responsible Entity (at its Principal Registry) which notice must specify the number of Convertible Preference Units to be converted (in multiples of 100, or as determined by the Responsible Entity or as to the entire holding) and must reach the Responsible Entity 30 Business Days before the desired Conversion Date in the year of the Holder’s Conversion Notice. The Conversion Date will be the relevant Conversion Date immediately following the giving of the Holder Conversion Notice.
(b) Subject to any other provision in this deed and the CPS Terms of Issue, the Responsible Entity or the holder of the Convertible Preference Units may specify that only some of the Convertible Preference Units may be converted in respect of a Conversion Date.

On the Conversion Date, each Convertible Preference Unit which is to be converted will convert into Ordinary Units in accordance with the formula in paragraph (c).

(c) On each Conversion Date, each Convertible Preference Unit to be converted will convert into Ordinary Units in accordance with the following formula:

==> picture [101 x 26] intentionally omitted <==

where:

N means the number of Ordinary Units each Convertible Preference Unit will convert into, subject to clauses 6A.9, 6A.10, 6A.11 and 6A.12;

X CN means , unless: MP x DR X (i) is less than MinCN, in which case CN is MinCN; or MP x DR X (ii) is more than MaxCN, in which case CN is MaxCN. MP x DR

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1.1.08 AIF Trust Consolidated Constitution

MinCN means the “ Minimum Conversion Number ” stated in the CPS Terms of Issue, subject to the adjustment provisions set out in clauses 6A.9, 6A.10, 6A.11 and 6A.12;
MaxCN means the “ Maximum Conversion Number ” stated in the CPS Terms of Issue, provided that MaxCN must not be more than “2”, subject to the same proportionate adjustment to the Minimum Conversion Number under clauses 6A.9, 6A.10, 6A.11 and 6A.12 (applying the same rounding provision);
AD means any CPU Distribution Entitlement accrued but unpaid on a Convertible Preference Security at the relevant Conversion Date (including the Distribution for the current period if the record date is not prior to the relevant Conversion Date) together with compound interest at the CPU Distribution Rate for the period since the relevant CPU Distribution Date up until the Conversion Date on any overdue payment of the Distribution;
X means the Issue Price of the Convertible Preference Security that converts on each Conversion Date as stated in the CPS Terms of Issue;
MP means the average of the daily weighted average sale price of ordinary Stapled Securities sold on the ASX (not including sales designated under the Business Rules of the ASX as “special”), rounded to four decimal places, for each Business Day during the Price Setting Period; and
DR means the discount rate stated in the CPS Terms of Issue.
(d) Conversion is a variation of the status and rights attaching to a Convertible Preference Unit. It does not constitute a cancellation, redemption or termination of that Convertible Preference Unit or the issue, allotment or creation of a new Unit.
(e) If the Conversion of a person’s Convertible Preference Unit holding to Ordinary Units under this clause produces an entitlement to a number of Ordinary Units which includes a fraction, that fraction will be eliminated by rounding upwards to the nearest Ordinary Unit. Where the number of Ordinary Units held by a holder of Convertible Preference Units is less than the number of Convertible Preference Units which converted, the Convertible Preference Units will be deemed to have been consolidated upon conversion.
(f) The Ordinary Units resulting from conversion of the Convertible Preference Unit shall from the Conversion Date rank pro rata from the date of allotment for distributions and pari passu in all other respects with all other Ordinary Units in the Trust then on issue.
(g) On Conversion, the Responsible Entity may make appropriate changes to the register of Unit Holders and the Responsible Entity may at its discretion issue appropriate substitute certificates in respect of the converted Convertible Preference Units.

6A.5 Adjustment to MP

For the purposes of calculating MP in the formulae set out in clauses 6A.4, 6A.9 and 6A.10, where, on some or all of the Business Days in the Price Setting Period:

(a) Stapled Securities have been quoted as cum distribution or cum entitlement; and

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1.1.08 AIF Trust Consolidated Constitution

(b) Ordinary Units resulting from a Conversion on the Conversion Date would not rank for participation in the relevant distribution or entitlement,

the sale price of a Stapled Security on the Business Days on which the Stapled Securities have been quoted cum distribution or cum entitlement will be deemed to be the amount thereof reduced by:

(c) in the case of a distribution, an amount equal to the amount of such distribution (being the cash amount of the distribution) or, if the amount of the distribution is not known at that time, then the amount equal to the equivalent pro rata amount of the distribution paid in the previous Distribution Period, having reference to the Conversion Date and the current Distribution Period; or
(d) in the case of an entitlement which is traded on ASX on any of those Business Days, the weighted average sale price of all such entitlements sold on the ASX during the Price Setting Period on the Business Days on which the entitlement traded (not including sales designated by the Business Rules of the ASX as “Special”); or
(e) in the case of an entitlement not traded on ASX on any of those Business Days, the value of the entitlement as reasonably determined by the Responsible Entity and the directors of the Company.

6A.6 Participation in Future Issues

Other than as a result of the adjustments referred to in clauses 6A.9 to 6A.12, the Convertible Preference Units will confer no rights to participate in offers to holders of Ordinary Units to subscribe for new Units, or to participate in any bonus or rights issues.

6A.7 Accelerated Conversion Rights Of Holder

(a) A Convertible Preference Unit Holder has the right to convert all outstanding Convertible Preference Units into Ordinary Units on the occurrence of a Trigger Event.
(b) The Responsible Entity must provide reasonable notice of the occurrence of a Trigger Event to Convertible Preference Unit Holders. A Convertible Preference Unit Holder may only exercise its right to convert under this clause 6A.7 by serving a Holder Conversion Notice on the Responsible Entity within 20 Business Days after the Responsible Entity has given notice of the occurrence of the relevant Trigger Event.
(c) If a Convertible Preference Unit Holder serves a Holder Conversion Notice, each outstanding Convertible Preference Unit will convert into the number of Ordinary Units determined in accordance with the formula set out in clause 6A.4.
(d) In undertaking an accelerated Conversion under this clause 6A.7, the “ Price Setting Period ” to apply will be the 20 Business Days after the occurrence of the relevant Trigger Event and the “ Conversion Date ” will be 21 Business Days after the Trigger Event, unless the Trigger Event is a take-over as detailed in paragraph (g) of the definition of Trigger Event, in which case the Price Setting Period will be the 5 Business Days prior to the occurrence of the Trigger Event and the Conversion Date will be 5 Business Days after receipt by the Responsible Entity of the Holder Conversion Notice.

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1.1.08 AIF Trust Consolidated Constitution

(e) A Holder Conversion Notice, once given, is irrevocable.

6A.8 Conversion Rights Of The Responsible Entity

(a) The Responsible Entity has the right to convert all (or a portion only) of the outstanding Convertible Preference Units on issue:

(i) on a Conversion Date stated in the CPS Terms of Issue;
(ii) from time to time on the occurrence of either of the events described in paragraphs (g) and (h) of the definition of Trigger Event; or
(iii) from time to time on the occurrence of a Taxation Event where early conversion of the Convertible Preference Units would mitigate any adverse value impact on the Ordinary Units.
(b) The Responsible Entity may exercise its right to convert Convertible Preference Units under this clause 6A.8 by serving a notice on the holders of Convertible Preference Units (“ Responsible Entity’s Conversion Notice ”), within 15 Business Days of the occurrence of event referred to in this clause, except for clause 6A.8(a)(1), where the notice must be served at least 20 Business Days prior to the date in that paragraph.
(c) If the Responsible Entity serves a Responsible Entity’s Conversion Notice, each outstanding Convertible Preference Unit will convert into the number of Ordinary Units determined in accordance with the formula set out in clause 6A.4.
(d) Conversion will take effect on the date specified for that purpose in the Responsible Entity’s Conversion Notice (being a date not earlier than 20 Business Days after the date of the Responsible Entity’s Conversion Notice) and this date will be the “Conversion Date” for the purposes of this clause 6A.8, except in relation to clause 6A.8(a)(1), the Conversion Date is the date stated in that paragraph.

6A.9 Adjustments For Bonus And Rights Issues

Unless SP exceeds MP in the following formula, the Minimum Conversion Number shall be adjusted immediately following a pro-rata bonus issue or a rights issue of Ordinary Units made to holders of Ordinary Units generally (in which the holders of Convertible Preference Units have no right to participate) and a new Minimum Conversion Number, determined in accordance with the following formula, shall be substituted:

==> picture [231 x 33] intentionally omitted <==

where:

MinCN means the adjusted Minimum Conversion Number;

OldMinCN means the Minimum Conversion Number applying immediately prior to the application of this formula;

MP means the average of the daily weighted average sale price of all ordinary Stapled Securities sold on the ASX (not including sales designated by the Business Rules of the ASX as “Special”), rounded to 4 decimal places, for each day during the

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period from the first Business Day after the announcement of the bonus or rights issue to the ASX until the last Business Day of trading cum rights or bonus issue, subject to adjustment in accordance with clause 6A.5;

SP means the subscription price per new Ordinary Stapled Security for the rights issue and is zero in the case of a bonus issue;
A means the number of Ordinary Units issued under the rights or bonus issue; and
B means the number of Ordinary Units on issue immediately before Ordinary Units issued under the rights or bonus issue are issued.

The adjusted Minimum Conversion Number shall be rounded to the nearest 4 decimal places. This clause 6A.9 shall not apply to Ordinary Units issued as part of a distribution reinvestment plan.

6A.10 Adjustment for Return of Capital

(a) The Convertible Preference Units confer on their holders no right to participate in a return of capital to holders of Ordinary Units. However, on such a return of capital being made, the Minimum Conversion Number shall be adjusted in accordance with the following formula:

==> picture [177 x 33] intentionally omitted <==

where:

MinCN means the adjusted Minimum Conversion Number;

OldMinCN means the Minimum Conversion Number applying immediately prior to the application of this formula;
MP means the average of the daily weighted average sale price of all ordinary Stapled Securities sold on the ASX (not including sales designated by the Business Rules of the ASX as “Special”), rounded to 4 decimal places, for each day during the period from the first Business Day after the announcement of the return of capital to the ASX until the last Business Day of trading cum the return of capital; and
D means the amount of the cash or the value (as reasonably determined by the Responsible Entity and the Directors) of any other property distributed to ordinary Stapled Security holders per ordinary Stapled Security.
(b) For the purpose of this clause 6A.10, a return of capital shall exclude:
(i) parts of distributable income which may be regarded as capital for tax purposes but not for accounting purposes (eg building allowances and tax depreciation, which give rise to “tax-free” and “tax-deferred” income amounts, respectively); and
(ii) expenses for accounting purposes for which it is accepted practice that transfers from the capital account are made for distribution purposes (eg capital raising costs and amortisation of borrowing costs).
(c) In the event of any doubt or dispute, the decision of the auditor of the Trust, acting as expert, shall be binding.

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(d) The new Minimum Conversion Number shall be rounded to the nearest 4 decimal places.

6A.11 Adjustment for Capital Reconstruction

If the Ordinary Units are reconstructed, consolidated or divided (other than by way of a bonus issue dealt with under clause 6A.9) into a lesser or greater number of securities, then the Convertible Preference Units must, in accordance with the ASX Listing Rules, be reconstructed, consolidated or divided on the same basis and the Issue Price shall be adjusted accordingly.

6A.12 Discretion in Adjustment of Conversion Mechanism

Where:

(a) any of the adjustment provisions set out in clauses 6A.9, 6A.10 or 6A.11, or the number of the Ordinary Units resulting from conversion of each Convertible Preference Unit, is not, in the reasonable opinion of the Responsible Entity, appropriate in any particular circumstances (including for the reason that more than 1 adjustment provision applies to a particular occurrence); or
(b) the Trust makes a distribution (other than by way of distribution in the ordinary course of business) or makes an offer to the holders of its Ordinary Units to subscribe for or purchase securities in any entity other than the Trust, in a way which does not, in the reasonable opinion of the Responsible Entity, result in an appropriate adjustment to the Conversion Number; and
(c) the Responsible Entity determines that any such occurrence would, in the reasonable opinion of the Responsible Entity, affect the relative values of the Convertible Preference Units and the Ordinary Units,

the Responsible Entity may:

(d) make such alterations to the Minimum Conversion Number or to MP (as defined in clause 6A.4) as the Responsible Entity reasonably considers appropriate or necessary to maintain that relativity; or
(e) extend an entitlement to the holders of Convertible Preference Units to participate in such distribution or pro-rata offer based on the number of Ordinary Units to which those holders would have been entitled if their Convertible Preference Units had been converted on a date nominated by the Responsible Entity and adapting the formula in clause 6A.4 as the Responsible Entity reasonably considers appropriate to maintain the relativity.

6A.13 Restrictions

Prior to any Conversion Date, the Responsible Entity must:

(a) not issue any Unit which ranks in priority to the Convertible Preference Units in respect of distribution, in any circumstances, of income or capital from the Trust;
(b) not consolidate or divide Convertible Preference Units, except as required under the CPS Terms of Issue; and

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(c) if a take-over bid (within the meaning of the Corporations Act) is made for the Ordinary Units, which bid is recommended by the Responsible Entity, use its best endeavours to procure that an equivalent offer is made for the Convertible Preference Units.

6A.13 Rights on Winding-up

(a) If there is a return of capital on a winding-up of the Trust, Convertible Preference Unit Holders will be entitled to receive out of the assets of the Trust, in respect of each Convertible Preference Security held, a sum totalling:
(i) the amount of any distribution (whether declared or not) accrued prior to the date of commencement of the winding-up; plus
(ii) the Unconverted Issue Price,

before any return of capital is made to holders of Ordinary Units or any other class ranking behind the Convertible Preference Units.

(b) If the net proceeds to be distributed to Unit Holders on a winding up of the Trust is insufficient to provide for the above distribution to Convertible Preference Unit Holders in aggregate, the available net proceeds shall be distributed prorata amongst the Convertible Preference Unit Holders.
(c) A Convertible Preference Unit does not confer on its holder any right to require holders of Ordinary Units to contribute to the Trust’s liabilities under the terms of issue of the Convertible Preference Units, other than to the extent of any amount unpaid on partly paid Ordinary Units.

6A.15 Notices and Reports

Convertible Preference Unit Holders have the same rights as holders of Ordinary Units to receive notices, reports and accounts of the Trust and to attend meetings of the Trust, but are not entitled to vote other than in the circumstances set out in clause 6A.16.

6A.16 Voting Rights

(a) Subject to the Corporations Act and the ASX Listing Rules, Convertible Preference Unit Holders will have no right to speak or vote at any meeting of the Trust except that they may vote:
(i) together with the holders of Ordinary Units on any resolution for the winding-up of the Trust;
(ii) as a class on any resolution that directly affects the rights or privileges attaching to the Convertible Preference Units; and
(iii) at a meeting if, at the time of such meeting the CPU Distribution is due and payable but has not been paid in full.
(b) In these cases, each Convertible Preference Unit Holder shall at a meeting of the Trust have one vote on a show of hands and, on a poll, one vote for each Convertible Preference Unit.

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6A.17 Amendment

Subject to the applicable law, the Responsible Entity may amend this clause 6A or the CPS Terms of Issue without approval of Convertible Preference Unit Holders provided that such change will not adversely affect the rights of such holders.

6B Options

Subject to clause 7(4), this clause 6B applies to Options and prevails over other parts of this deed to the extent of any inconsistency.

(a) Terms and Subscription
(i) This clause 6B applies to all Options.
(ii) The Terms of Offer and the Terms of Issue of any Options which may be issued must be notified to each person being offered Options at the time of the offer.
(iii) A person may subscribe for an Option in accordance with the Terms of Offer. Upon creation an Option binds the Trustee.
(b) Nominees
(i) An Option may be subscribed for by a nominee of the person entitled to subscribe for the Option unless the Terms of Offer provide otherwise.
(ii) An Option may be exercised by a nominee of the Optionholder unless the Terms of Issue provide otherwise.
(c) Exercise
(i) An Optionholder may only exercise an Option in accordance with the Terms of Issue.
(ii) On the termination of or winding up of the Trust, all Options lapse and, subject to any amounts specifically expressed to be payable to the Optionholder on the termination or winding up of the Trust, the liabilities of the Trustee cease in respect of each Option.

(d) Optionholder’s Rights and Interest

(i) An Option does not confer on the Optionholder any interest in the assets of the Fund. Optionholders have only those rights conferred on them by this deed, their Terms of Offer and Terms of Issue and the Listing Rules.
(ii) Optionholders are not entitled to any distribution of income or capital gains or any distribution on winding up or termination of the Trust.
(iii) Optionholders are entitled:
(a) to inspect any document which may be inspected by; and
(b) to be sent any document which is sent to,

Unitholders in similar circumstances.

(i) If Options have been issued which have not expired or been exercised or cancelled, then if a new Trustee is appointed under this deed, it must execute any documents and do all things reasonably required by the

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outgoing Trustee to ensure that it assumes the covenants and obligations of the outgoing Trustee under those Options.

(c) Redemption or Repurchase

(i) The Trustee may cancel or redeem or buy an Option or any of the rights of exercise of an Option in accordance with the Terms of Issue (provided the Terms of Issue have been approved by the ASX) whereupon the Trustee must make any payment to an Optionholder required under the Terms of Issue. Options and rights may only be cancelled, redeemed or purchased under this clause 6B(e)(1) in proportion to the number of the relevant Options held by each Holder on a date determined by the Trustee and the Trustee may round the result to the nearest multiple of 10 (5 being rounded up) or of 1 (0.5 being rounded up).
(ii) Options and rights redeemed or purchased under clause 6B(e)(1) will form part of the Fund and the Trustee must be recognised as the Holder and may exercise, reissue, resell and otherwise deal with them as it determines. The Trustee will retain title in law to each and every Option and right so purchased in its name until the Option or right is resold or lapses and such title in law will not merge in such choses as are constituted by the grant of such Options and rights.

7 Price of Units

(1) Subject to the other sub-clauses of this clause (including clauses 7A and 7B), after the 100 Units referred to in clause 5 have been issued the issue price of any Unit shall be as follows:
(a) If the issue is made at any time during the Initial Offer Period, the issue price shall be $1.70.
(b) Subject to the other provisions in this deed which permit the Responsible Entity to issue Units at different prices, if the issue is made at any time after the Initial Offer Period and while the Trust is admitted to the official list of the Exchange and Units are listed for quotation on the stock market of the Exchange, the issue price shall be the Market Price of the Unit on the Business Day preceding the day of the issue.
(c) Where the Units are suspended from official quotation (other than temporarily) or have otherwise ceased to be officially quoted or the Trust has been removed from the Official List of the Australian Stock Exchange, and if the issue is made at any other time after the Initial Offer Period, the issue price shall be the Unit Value of the Unit on the Business Day preceding the day of the issue.
(2) Placement: Units may be issued, at a price determined by the Responsible Entity, while the Trust is included in the official list of the Exchange and Units or, if the Units to be issued are in a class of Units, Units of that class have not been suspended from quotation where the issue is not to the Responsible Entity or an associate of the Responsible Entity otherwise than as permitted by sub-clauses (10) and (11) and, in the case where:
(a) the issue (together with any other issue of Units up to one year previously, at a consideration determined by the Responsible Entity, other than an

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issue approved or ratified by Unit Holders in accordance with subparagraphs (c) to (g) (or the corresponding provisions that existed before the Registration Date) and issues in accordance with other provisions of this deed or any other provision permitted to be contained in this deed under a declaration made pursuant to section 601QA(1)(b) of the Corporations Law) is of Units that would, immediately before the issue, comprise more than 15% of either:

(i) all of the Units on issue; or
(ii) the Units on issue in the same class as the Units comprised in the issue,

(b) the amount by which the issue price is less than the current Market Price for Units (if applicable, of that class) on the Business Day preceding the day on which the intention to make the issue is notified to the Exchange exceeds 10%,

the following requirements are also satisfied:

(c) Unit Holders who hold Units in the same class as the Units the subject of the issue, approve the issue;
(d) unless the Responsible Entity reasonably considers that the issue will not adversely affect the interests of Unit Holders in another class, Unit Holders in that other class approve the issue;
(e) any notice convening a meeting to vote on the issue contains particulars of the use to be made of the money raised by the issue;
(f) an approval for the purposes of subparagraph (c) or (d) is given by Special Resolution of the Unit Holders where Unit Holders with at least 25% of the total value of all Units entitled to vote on the resolution vote on the resolution at the meeting ; and
(g) in making the calculations referred to in subparagraph (f) any vote of a person to whom the Units are to be issued or any vote of any associate of that person is to be disregarded (unless the vote is cast by a person in respect of Units beneficially owned by another person who will not obtain beneficial ownership of Units that are to be issued).
(3) Rights Issue: Units may be issued to Unit Holders or an underwriter in relation to the offer of Units or any person procured by the underwriter or the Responsible Entity within 3 months after the close of the offer at a price determined by the Responsible Entity, if the Units are first offered at substantially the same time to only and all persons who are Unit Holders on a Record Date nominated by the Responsible Entity and if:
(a) all Units offered are in the same class;
(b) the price of all Units offered is the same;
(c) the price is not less than 50% of the issue price that would apply under sub-clause 7(1) were the Units issued on the day on which the intention to make the offer is notified to the Exchange;

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(d) the number of Units offered to each Unit Holder is as nearly as may be proportionate to that Unit Holder's Proportional Holding on the Record Date; and
(e) the Responsible Entity only issues Units to its associates as members of the Trust or, in the case where the Units are included in the official list of the Exchange, in accordance with subclause (10),

provided that the Responsible Entity may elect to exclude certain Unit Holders that have a registered address outside of Australia (“foreign members”) if:

(f) where the Trust is included in the official list of the Exchange, the Responsible Entity complies with the Listing Rules;
(g) where the Trust is not included in the official list of the Exchange and the offer is renounceable, the Responsible Entity appoints a nominee to sell the rights to subscribe for the Units under the offer that would have otherwise been offered to the foreign members and to distribute to each foreign member their proportion of the proceeds of the sale net of expenses; or
(h) in any other case, the Responsible Entity determines that it is unreasonable to make an offer to those Unit Holders under the arrangement having regard to the number of Unit Holders in that place, the number and value of the Units that may be issued to Unit Holders in that place under the arrangement and the cost of complying with legal requirements and the requirements of any regulatory authority applicable to making the offer in that place.
(4) Options: An option to subscribe for a Unit ("Option") may be issued to Unit Holders or an underwriter in relation to the offer of Options or any person procured by the underwriter or the Responsible Entity within 3 months after the close of the offer, and a Unit may be issued on exercise of the Option, at a price determined by the Responsible Entity, if the Options are first offered at substantially the same time to only and all persons who are Unit Holders on a Record Date nominated by the Responsible Entity in proportion (as nearly as may be) to their respective Proportional Holdings on the Record Date and if:
(a) all the Options offered are in the same class;
(b) the issue and the exercise price of all the Options offered is the same;
(c) the means of calculating the exercise price is set out in the terms of issue of the Option;
(d) the exercise price is not less than 50% of the issue price that would apply under sub-clause 7(1) were the Units issued on the day on which the intention to make the offer is notified to the Exchange; and
(e) the Responsible Entity only issues Units to its associates as members of the Trust or, in the case where the Units are included in the official list of the Exchange, in accordance with subclause (10),

provided that the Responsible Entity may elect to exclude certain Unit Holders that have a registered address outside Australia (“foreign members”) if:

(f) where the Trust is included in the official list of the Exchange, the Responsible Entity complies with the Listing Rules;

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(g) where the Trust is not included in the official list of the Exchange and the offer is renounceable, the Responsible Entity appoints a nominee to sell the rights to subscribe for the Options under the offer that would have otherwise been offered to the foreign members and to distribute to each foreign member their proportion of the proceeds of the sale net of expenses; or
(h) in any other case, the Responsible Entity determines that it is unreasonable to make an offer to those Unit Holders under the arrangement having regard to the number of Unit Holders in that place, the number and value of the Options that may be issued to Unit Holders in that place under the arrangement and the cost of complying with legal requirements and the requirements of any regulatory authority applicable to making the offer in that place.
(5) Unit Purchase Plan: Units may be issued at a price determined by the Responsible Entity under an arrangement where:
(a) the Units to be issued are in the same class as Units quoted on the Exchange (including any Units forming part of a Stapled Security) and Units of that class have not been suspended from quotation;
(b) the Responsible Entity offers the Units on the same terms and conditions and on a non-renounceable basis to all Unit Holders in the class;
(c) the price is less than the Market Price for the Units during a specified period in the 30 days before either the date of offer or the date of issue;
(d) no Unit Holder is issued with Units, which either alone or when combined with any Shares stapled to those Units, have a total value exceeding $5,000 in any 12 month period,

provided that the Responsible Entity may elect to exclude certain Unit Holders that have a registered address outside of Australia if the Responsible Entity determines that it is unreasonable to make an offer to those Unit Holders under the arrangement having regard to the number of Unit Holders in that place, the number and value of the Units that may be issued to Unit Holders in that place under the arrangement and the cost of complying with legal requirements and the requirements of any regulatory authority applicable to making an offer in that place.

(6) Distribution Reinvestment: Units may be issued at a price determined by the Responsible Entity under an arrangement where:
(a) the whole or part of any money payable to a Unit Holder under this deed, by way of distribution of capital or income, is applied in payment for the subscription for Units;
(b) each Unit Holder may from time to time elect to participate in that arrangement as to the whole, or some proportion, of the distributions which are, or would otherwise be, payable to that Unit Holder;
(c) all Units issued under the arrangement are of the same class;
(d) the price of each Unit issued pursuant to that arrangement at substantially the same time is the same; and

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(e) the price is not less than 50% of the issue price that would apply under sub-clause 7(1) were the Units issued on:
(1) the ninth Business Day before the earliest due date for payment of the distributions; or
(2) if the Trust is included in the official list of the Exchange and Units or, if the Units to be issued are in a class of Units, Units of that class have not been suspended from quotation, the tenth Business Day after the day on which the Units or Units of that class (whether stapled to Shares or not) commence trading on the stock market of the Exchange on the basis of "ex" the distributions;

whichever is the later,

(7) Underwritten Issue: If an issue of Units is underwritten, the Responsible Entity may issue to the underwriter any Units not subscribed for under the issue at the same issue price and on the same terms as the Units were offered under the issue.
(8) Issue and Exercise of Options at Market Price: The Responsible Entity may issue options to subscribe for Units at a price per option equal to the Market Price of the options on the day of issue or any earlier day nominated by the Responsible Entity not being more than 5 Business Days before the day of the issue and may issue Units upon exercise of options to subscribe for Units at an issue price per Unit equal to the Market Price of the Units on the day of issue of the options or any earlier day nominated by the Responsible Entity not being more than 5 Business Days before the day of the issue of the options.
(9) The Responsible Entity may determine the terms of and manner in which payment for Units may be made (and for the avoidance of doubt payment may be made on a partly paid or contributory basis) subject to the following:
(a) Payment for Units shall be made by the applicants direct to the Responsible Entity or its nominee and shall be in cash in favour of the Responsible Entity or its nominee or in such other form of Authorised Investments as the Responsible Entity may approve provided that such Authorised Investments are supported by a valuation from a Qualified Valuer at least as much as the amount due in which event payment shall be deemed to have been made to and received by the Responsible Entity upon the transfer of the Authorised Investments to the Responsible Entity or its nominee.
(b) Payment for Units received by the Responsible Entity or its nominee under an issue or offer of Units which is conditional upon obtaining a minimum subscription for the Units shall be held by the Responsible Entity or its nominee in a separate trust account on bare trust for the applicant paying the same until such time as the minimum subscription has been reached

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and the Units are issued under the issue or offer whereupon the payment shall form part of the Trust Fund.

(c) Payment for Units received by the Responsible Entity or its nominee under any other issue or offer of Units shall be held by the Responsible Entity or its nominee on bare trust for the applicant providing the same until such time as the Units are issued under the issue or offer whereupon the payment shall form part of the Trust Fund.
(d) Until such time as the Units are issued the Responsible Entity covenants that it will comply with all obligations imposed on it in the same manner as it would be required to do if it were a company offering shares for subscription or purchase.
(e) The value at which the Responsible Entity accepts Authorised Investments as payment for Units shall be such sum as the Responsible Entity and the owner of the Authorised Investments may agree upon provided that such sum does not exceed the valuation of the Authorised Investments from the Qualified Valuer
(f) referred to in paragraph (a).
(g) Cash shall be deemed to have been transferred to and held by the Responsible Entity or its nominee when paid to it or to a bank account opened by it.
(h) Authorised Investments other than cash shall be deemed to have been transferred to and held by the Responsible Entity or its nominee as soon as:
- (i) the Authorised Investments are or have been registered in its name; or
- (ii) transfers thereof (duly executed by the transferor and, if required by the Responsible Entity, duly stamped) in its favour and any instruments of title relating thereto have been delivered to it; or
- (iii) contract notes by brokers evidencing the purchase in its name of stock or shares or other listed securities have been delivered to it accompanied by cash sufficient to enable it to complete such purchase and transfer.
(10) Underwriting of placements and rights issues by associates of the Responsible Entity: For the purposes of sub-clauses (2), (3) and (4), the Responsible Entity may issue Units or Options (as appropriate) to an associate as an underwriter or sub-underwriter where both of the following apply:
(a) the issue is made under:
- (i) an underwriting agreement between the Responsible Entity and the associate that is entered on terms that are no more favourable to the associate than terms that would be reasonable in the circumstances if the Responsible Entity and the associate were dealing at arm’s length; or
- (ii) a sub-underwriting agreement between an underwriter and the associate that is entered on terms that are no more favourable to the

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associate than terms that would be reasonable in the circumstances if the underwriter and the associate were dealing at arm’s length;

(b) the associate holds an Australian financial services license that authorises it to deal as an underwriter or sub-underwriter in interests in managed investment schemes and contains conditions relating to situations where the licensee is an associate of the responsible entity of a registered scheme which are consistent with those required by ASIC in relevant class orders or other instruments of relief.
(11) Placements to associates of the Responsible Entity: For the purposes of subclause (2), the Responsible Entity may issue Units to a person who is its associate where all of the following apply:
(a) before the Units are issued, the associate holds Units in the Trust in an eligible fiduciary capacity;
(b) the associate acquires the Units in the eligible fiduciary capacity;
(c) the proportion of the Units that are issued to the associate does not exceed the proportion of Units in the Trust that the associate held immediately before the issue occurred.
(12) Associate holding its interests in a fiduciary capacity: For the purposes of subclauses (10) and (11), a person holds or acquires Units in an eligible fiduciary capacity if the Units are held or acquired by the person as:
(a) a trustee or custodian for a professional investor who is not the Responsible Entity or an associate of the Responsible Entity; or
(b) a responsible entity of another registered scheme; or
(c) a life insurance company, or an agent of a life insurance company, in the investment, administration and management of the assets of a statutory fund under the Life Insurance Act 1995; or
(d) an approved trustee of a regulated superannuation fund under the Superannuation Industry (Supervision) Act 1993.
(12A) Issue of Special Units: The Responsible Entity may issue Special Units at an issue price of $10.00 per Special Unit.
(13) Other Issues of Units and Options: The Responsible Entity may issue Units or Options at an issue price determined by the Responsible Entity, in any circumstance, provided that the Responsible Entity complies with the Corporations Law (as modified by any applicable ASIC Class Order or instrument of relief granted by ASIC to the Responsible Entity or the Trust) in setting the issue price in such a manner.

7A Price of Units

(1) Placement : Units may be issued, at a price determined by the Responsible Entity, while the Trust is included in the official list of the Exchange and Units or, if the Units to be issued are in a class of Units, Units of that class have not been suspended from quotation where the issue is not to the Responsible Entity or any person associated with it (save that the person to whom the issue is made may be

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an associate of the Responsible Entity if the associate will hold the interest in a fiduciary capacity) and, in the case where:

(a) the issue (together with any other issue of Units up to one year previously, at a consideration determined by the Responsible Entity, other than an issue approved or ratified by Unit Holders in accordance with subparagraphs (c) to (h) and issues in accordance with other provisions of this deed) is of Units that would, immediately after the issue, comprise more than 10% of either:
(i) all of the Units on issue; or
(ii) the Units on issue in the same class as the Units comprised in the issue,

(b) the amount by which the issue price is less than the current Market Price for Units (if applicable, of that class) on the Business Day preceding the day on which the intention to make the issue is notified to the Exchange exceeds 10%,

the following requirements are also satisfied:

(c) Unit Holders approve the issue;
(d) if the Units to be issued are in a particular class, Unit Holders in that class approve the issue;
(e) unless the Responsible Entity reasonably considers that the issue will not adversely affect the interests of Unit Holders in another class, Unit Holders in that other class approve the issue;
(f) any notice convening a meeting to vote on the issue contains particulars of the use to be made of the money raised by the issue;
(g) an approval for the purposes of subparagraph (c), (d) or (e) is given by Special Resolution of the Unit Holders where Unit Holders with at least 25% of the total value of all Units entitled to vote on the question vote on the question at the meeting ; and
(h) if in making the calculations referred to in subparagraph (g) any vote of a person to whom the Units are to be issued or any vote of any associate of that person were not counted, the resolutions would be passed.
(2) Associate holding its interests in a fiduciary capacity: For the purposes of subclause 7A(1), an associate of the Responsible Entity holds its interests in a fiduciary capacity if it holds interests as:
(a) a life insurance company, or an agent of a life insurance company, in the investment, administration and management of the assets of a statutory fund under the Life Insurance Act 1995 (Cth);
(b) the responsible entity of a registered managed investment scheme and neither the Responsible Entity nor its associates hold beneficial interests in the scheme;
(c) an approved trustee of a regulated superannuation fund in compliance with the Superannuation Industry (Supervision) Act 1993 (Cth) and neither the

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approved trustee nor its associates hold beneficial interests in the regulated superannuation fund; or

(d) a custodian or trustee on behalf of a professional investor, where that professional investor is neither the Responsible Entity nor an associate of the Responsible Entity.
(3) Rights Issue: Units may be issued to Unit Holders or an underwriter in relation to the offer of Units or any person procured by the underwriter or the Responsible Entity within 3 months after the close of the offer at a price determined by the Responsible Entity, if the Units are first offered at substantially the same time to only and all persons who are Unit Holders on a Record Date nominated by the Responsible Entity and if:
(a) all Units offered are in the same class;
(b) the price of all Units offered is the same;
(c) the price is not less than 50% of the issue price that would apply under sub-clause 7(1) were the Units issued on the day on which the intention to make the offer is notified to the Commission under section 1001B of the Corporations Law or the Exchange;
(d) the number of Units offered to each Unit Holder is as nearly as may be proportionate to that Unit Holder's Proportional Holding on the Record Date; and
(e) Units not taken up by Unit Holders under the offers are only issued to either:
- (i) a bona fide underwriter or sub-underwriter who is not associated with the Responsible Entity or to any person (who is not associated with the Responsible Entity) whose subscription has been procured by such an underwriter or sub-underwriter in accordance with an underwriting agreement entered into between the underwriter and the Responsible Entity;
- (ii) a bona fide underwriter or sub-underwriter which is an associate of the Responsible Entity if that associate disposes of those interests to a party or parties that are not the Responsible Entity or any of its associates within 90 days after the date of issue; or
- (iii) persons (other than the Responsible Entity or its associates) pursuant to an offer contained in a prospectus,

provided that if the Responsible Entity reasonably considers that it would be in the best interests of Unit Holders to exclude certain Unit Holders that are connected to a jurisdiction outside Australia (“foreign members”) and not unfair to those foreign members (taking into account any unreasonable and substantial expenses arising from including foreign members), the Responsible Entity need not offer or issue any Units to those foreign members provided that if the offer is renounceable the Responsible Entity shall offer for sale the entitlements that would have been given to those foreign members, taking reasonable steps to maximise the sale price net of expenses of the sale and promptly pay to the foreign members the net sale price.

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(4) Conditions : Units must be issued in accordance with any conditions specified in the exemption and declaration issued by the Australian Securities & Investments Commission dated 2 December 2003.

7B Price of Units (November 2004 ASIC Relief)

(1) Definitions: in this clause 7B:
(a) Associate means an associate (as defined in the Corporations Law) of the Responsible Entity; and
(b) Scheme means registered managed investment scheme (as defined in the Corporations Law).
(2) November 2004 Placement: Pursuant to relief granted by the Australian Securities and Investment Commission dated 8 November 2004, prior to 30 November 2004 and subject to the conditions in clause 7B(3) Units may be issued, at a price determined by the Responsible Entity, while the Trust is included in the official list of the Exchange and Units or, if the Units to be issued are in a class of Units, Units of that class have not been suspended from quotation where the issue is not to the Responsible Entity or any Associate (save that the Responsible Entity may issue Units to an Associate if the Associate will hold the Units as the responsible entity of another Scheme and neither the responsible entity of that Scheme nor the responsible entity’s associates hold beneficial interests in that Scheme) and, in the case where:
(a) the issue (together with any other issue of Units up to one year previously, at a consideration determined by the Responsible Entity, other than an issue approved or ratified by Unit Holders in accordance with subparagraphs (c) to (h) (or the corresponding provisions that existed before the Registration Date) and issues in accordance with other provisions of this deed or any other provision permitted to be contained in this deed under a declaration made pursuant to section 601QA(1)(b) of the Corporations Law) is of Units that would, immediately before the issue, comprise more than 15% of either:
- (i) all of the Units on issue; or
- (ii) the Units on issue in the same class as the Units comprised in the issue,

(b) the amount by which the issue price is less than the current Market Price for Units (if applicable, of that class) on the Business Day preceding the day on which the intention to make the issue is notified to the Exchange exceeds 10%,

the following requirements are also satisfied:

(c) Unit Holders approve the issue;
(d) if the Units to be issued are in a particular class, Unit Holders in that class approve the issue;

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(e) unless the Responsible Entity reasonably considers that the issue will not adversely affect the interests of Unit Holders in another class, Unit Holders in that other class approve the issue;
(f) any notice convening a meeting to vote on the issue contains particulars of the use to be made of the money raised by the issue;
(g) an approval for the purposes of subparagraph (c), (d) or (e) is given by Special Resolution of the Unit Holders where Unit Holders with at least 25% of the total value of all Units entitled to vote on the question vote on the question at the meeting; and
(h) if in making the calculations referred to in subparagraph (g) any vote of a person to whom the Units are to be issued or any vote of any associate of that person were not counted (unless the vote is cast in respect of Units beneficially owned by another person who will not obtain beneficial ownership of Units that are to be issued and in the manner directed by that other person), the resolutions would be passed.”
(3) Conditions: no issue of Units may be made under this clause 7B unless:
(a) the Responsible Entity determines that the issue price is in the best interests of Unit Holders as a whole, without reference to the interests of any of its Associates;
(b) all offers of Units for issue are made under the same terms and conditions;
(c) all persons who are offered Units for issue receive the same information;
(d) the proportion of Units applied for that is issued to each person acquiring Units is the same; and
(e) where Units are offered to an Associate that is, before the offer is made, already a Unit Holder, the proportion of total Units that are issued to that Associate is no greater than the proportion of total Units held by that Associate immediately before the offer is made.

8 Consolidation, Division and Classification of Units

(1) The Responsible Entity may determine that all holdings of Units as at the close of business on a Business Day shall be consolidated or divided proportionately so as to alter the number of Units on issue with effect from the close of business on that Business Day, but so that the proportion between the amount paid and the amount unpaid on any Partly Paid Unit so consolidated or divided is the same as it was in the case of the Partly Paid Unit from which the consolidated or divided Partly Paid Unit is derived.
(2) Clause 7 shall not apply to any Units created or issued pursuant to such a consolidation or division of Units.
(3) Subject to the Corporations Law and the Listing Rules, and without prejudice to any special rights previously conferred on existing Unit Holders, any Units may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to distributions, voting, return of capital, payment of calls or otherwise, as the Responsible Entity may from time to time determine.

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(4) If at any time there are different classes of Units, the rights attached to any class, unless otherwise provided by the terms of issue of the Units of that class, may, whether or not the Trust is being wound up, be varied with the consent in writing of the holders of 75% of the Units of that class, or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Units of the class.
(5) The provisions of this deed relating to meetings of Unit Holders apply so far as they are capable of application and mutatis mutandis to every such separate meeting except that:
(a) a quorum is constituted by two persons who, between them, hold or represent by proxy, attorney or a body corporate representative, one-third of the issued Units of the class; and
(b) any holder of Units of the class, present in person or by proxy, attorney or a body corporate representative, may demand a poll.
(1) The rights conferred upon the holders of the Units of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of Units of that class, be deemed to be varied by the creation or issue of further Units ranking equally with the first mentioned Units.

9 Joint Holder of Units

(1) The Responsible Entity shall not be bound to register more than three persons (unless they be trustees, executors or administrators of a deceased Unit Holder) as the holders of any Units.
(2) Where two or more persons are registered as the holders of any Unit:
(a) they shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of the Units;
(b) on death of any of them, the survivor or survivors of them shall be the only person or persons recognised by the Responsible Entity as having any title to the Units they so held, but the Responsible Entity may require such evidence of death as it may deem fit;
(c) any of them may give effectual receipts for any distribution payable to any other of them or all of them;
(d) only the person whose name stands first in the Register shall be entitled to delivery of any certificate relating to the Unit or to receive notices, cheques or other communications from the Responsible Entity, and any certificate, notice, cheque or other communication given to such person shall be deemed to have been given to all of them; and
(e) at any meeting of Unit Holders any one of them may vote either personally or by body corporate representative, attorney, or proxy in respect of the Units as if he were solely entitled thereto, but if more than one of them be present personally or by body corporate representative, attorney, or proxy then:
- (i) on a show of hands; and
- (ii) on a poll,

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that one of them so present whose name stands first in the Register in respect of the Units shall alone be entitled to vote as a holder of the Units.

10 Non-Recognition of Equitable Interests

Save as otherwise provided in this deed, the Responsible Entity shall be entitled to treat the registered holder of a Unit as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or as required by statute, be bound to recognise (even when having notice thereof) any equitable or other claim to or interest in the Unit on the part of any other person.

CERTIFICATES

11 Issue of Certificates

(1) Upon registration of any person as a Unit Holder there shall be issued by the Responsible Entity to such person a certificate evidencing the title of such person to the Units or on request by the Unit Holder several certificates in reasonable denominations each for a part of such Units provided that in the case of joint holders the Responsible Entity shall not be bound to issue certificates to all of such joint holders and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all of such holders.
(2) Certificates shall be signed on behalf of the Responsible Entity by a duly authorised Officer of the Responsible Entity by autographical, mechanical or other means and when so signed shall have full force and validity.
(3) Certificates shall be prepared by the Responsible Entity and issued by it to the persons registered or entitled to be registered as the holder of Units within the time prescribed by the Corporations Law.
(4) Certificates shall be issued without charge to Unit Holders except if a certificate is lost or destroyed.
(5) Each certificate shall:
(a) have a distinctive number;
(b) specify the number of Units to which the same relates;
(c) specify whether the Units are Fully Paid Units or Partly Paid Units; and
(d) specify the amount of the issue price of any Partly Paid Unit which has and has not been paid up, and the date at which any amount which has not been paid up is due to be paid up.
(6) The Responsible Entity shall upon receipt of the existing certificate for any Partly Paid Unit:
(a) issue a new certificate upon each occasion that the Unit Holder pays up any amount of the issue price due on a Partly Paid Unit showing the amount of the issue price then paid up; and
(b) issue a new certificate upon the Unit Holder paying the whole of the issue price due on a Partly Paid Unit showing that the Partly Paid Unit has become a Fully Paid Unit.

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(7) If a certificate is lost or destroyed, the Responsible Entity shall issue a duplicate thereof to the holder of the Units the subject of such certificate in accordance with the Corporations Law upon the holder:
(a) requesting it;
(b) providing either or both such evidence or indemnity as the Responsible Entity thinks fit; and
(c) paying such fee not exceeding $10.00 or such other amount as the Responsible Entity may from time to time nominate.
(8) The preceding sub-clauses of this clause shall only apply when certificates for the Units are required by law.

CALLS

12 Payment Terms

(1) (a) The terms and conditions and manner of payment in respect of a particular issue of Partly Paid Units may be determined by the Responsible Entity at or prior to such issue (subject to the provisions hereof), and the Responsible Entity may make arrangements on or after the issue of Partly Paid Units for a difference between the holders of such Partly Paid Units in the amount of calls to be paid and the time for payment of such calls.
(b) Not less than fourteen days' notice shall be given of a call specifying the time and place for payment of the call.
(c) Each Unit Holder shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the Responsible Entity.
(d) All money payable in respect of a call shall be paid to the Responsible Entity.
(2) If any call payable in respect of any Partly Paid Unit be not paid on or before the day appointed for payment thereon, the holder for the time being of such Partly Paid Unit shall pay interest thereon from the day appointed for the payment thereof to the time of actual payment at the rate for the time being fixed under Section 2 of the Penalty Interest Rates Act 1983 or at such lesser rate as the Responsible Entity may determine (a certificate under the hand of the Secretary of the Responsible Entity as to that rate being conclusive) but the Responsible Entity may, when it thinks fit, remit altogether or in part any sum paid or payable for such interest.
(3) If, by the terms of any prospectus issued in relation to the Trust under the Corporations Law or any offer or agreement to become a Unit Holder, or by the conditions of issue, any amount is payable in respect of any Unit by instalments every such instalment shall be payable as if it were a call duly made by the Responsible Entity of which due notice had been given, and all provisions hereof with respect to the payment of calls and of interest thereon or to the forfeiture of Partly Paid Units for non-payment of calls or with respect to liens or charges shall apply to such instalment and to the Units in respect of which it is payable.

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(4) (a) The Responsible Entity may receive from any Unit Holder willing to pay the same all or any part of the money unpaid upon all or any of the Units held by him beyond the sums actually called up and then due and payable, either as a loan repayable or as a payment in advance of calls.
(b) Any such money paid as a loan may be paid interest at such rate as may be agreed upon by the Responsible Entity and the Unit Holder paying such sum in advance.
(c) The interest rate shall not exceed the rate for the time being fixed by section 2 of the Penalty Interest Rates Act 1983.
(d) Subject to any relevant contract the Responsible Entity may repay all or any of the moneys paid under paragraph (a) as a loan which for the time being exceeds the amount of calls then made and due and payable on such units.
(5) The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, any of the Unit Holders shall not invalidate the call.
(6) Any amount due to be paid in respect of a Partly Paid Unit or otherwise payable under this clause shall be paid to the Responsible Entity in accordance with this clause and shall become part of the Trust Fund.

13 Amounts Paid in Advance of a Call

An amount paid or credited as paid on a Unit in advance of a call shall not be taken for the purposes of calculating the Unit Holder's entitlement to distributions (other than on a winding up of the Trust) or under an issue of Units or options or to votes at a meeting of Unit Holders, to be paid or credited as paid on the Unit.

FORFEITURE AND LIEN

14 Forfeiture

(1) If any Unit Holder fails or refuses to pay any amount of the issue price due and payable in respect of a Partly Paid Unit, the Responsible Entity may at any time after the day that the amount is due and payable serve notice on the Unit Holder:
(a) requesting the Unit Holder to pay the amount due together with all interest accrued thereon under this deed and the costs and expenses of the Responsible Entity incurred by reason of the non-payment;
(b) naming a day for the payment of those amounts, not being earlier than fourteen (14) days after the date of the notice; and
(c) stating that if those amounts are not paid on the named day the Partly Paid Units in respect of which the amount is so due and payable shall be forfeited.
(2) If the requests contained in such notice are not complied with, the Partly Paid Units in respect of which the notice was given may at any time thereafter before the payment required by the notice has been given be forfeited by the Responsible Entity giving written notice of forfeiture to the Unit Holder.

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(3) Any forfeiture under this clause shall include all income and capital entitlements of the Unit Holder relating to the Partly Paid Units so forfeited.
(4) The Responsible Entity shall enter into the Register the fact of any forfeiture, and the Unit Holder whose Partly Paid Units are forfeited shall cease to be a Unit Holder in respect of those Partly Paid Units, but the Unit Holder shall remain liable to pay all amounts which at the date of forfeiture were payable by him in respect of those Partly Paid Units under this deed and the Responsible Entity may enforce payment of any such amounts against the Unit Holder, but it shall be under no obligation to do so.
(5) Forfeited Partly Paid Units may be sold by the Responsible Entity at a price equal to the Market Price of the Units on the day of the sale or any earlier day nominated by the Responsible Entity not being more than 45 Business Days before the day of the sale and otherwise on such terms and in such manner as the Responsible Entity in its absolute and unfettered discretion thinks fit, or, if the forfeited Partly Paid Units are of a class listed for quotation on the stock market of the Exchange and not suspended, they may be sold by the Responsible Entity or its agent, at a price determined by the Responsible Entity, provided the sale of the forfeited Partly Paid Units is in accordance with section 254Q of the Corporations Law (other than sub-sections 254Q(1), (10) and (13)) as if the Partly Paid Units were shares in a company, the Trust were the company and the Responsible Entity were the directors of the company.

At any time before sale the forfeiture may be cancelled on such terms as the Responsible Entity in its absolute and unfettered discretion thinks fit.

(6) The Responsible Entity may receive the consideration (if any) given for a forfeited Partly Paid Unit on sale thereof and may execute or authorise some person to execute a transfer of the Partly Paid Unit in favour of the person to whom it has been sold, and that person shall thereupon be registered by the Responsible Entity as the holder of the Partly Paid Unit, and the person is not bound to see to the application of the consideration (if any) nor shall his title to the Partly Paid Units be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture or sale of the Partly Paid Units.
(7) Subject to sub-clause 14(5), the proceeds of sale on forfeiture of the Partly Paid Units shall be applied:
(a) first, to the costs and expenses of the sale and forfeiture or otherwise incurred by reason of the non-payment giving rise to such sale and forfeiture;
(b) secondly, to paying up the amount due and unpaid in respect of the Partly Paid Units the subject of the sale and forfeiture; and
(c) thirdly, to the person forfeiting the Partly Paid Units.

15 Lien

(1) The Responsible Entity shall have a first and paramount lien on all Partly Paid Units registered in the name of a Unit Holder (whether solely or jointly with others) and upon the proceeds of sale thereof for all amounts of unpaid issue price due in respect of the Partly Paid Units belonging to that Unit Holder (whether solely or jointly with others) and interest and expenses relating thereto, but such

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lien shall only be on the specific Partly Paid Units on which such amounts are due and unpaid.

(2) The Responsible Entity's lien shall extend to all income and capital entitlements of the Unit Holder relating to the relevant Partly Paid Units.
(3) The Responsible Entity may sell any Partly Paid Units on which the Responsible Entity has a lien on the terms and in the manner the Responsible Entity is permitted to sell forfeited Partly Paid Units under sub-clause 14(5), but no sale shall be made until the expiration of fourteen (14) days after notice in writing stating and demanding payment of the amount in respect of which the lien exists has been given by the Responsible Entity to the Unit Holder of the relevant Partly Paid Units.
(4) To give effect to any such sale the Responsible Entity may, and may authorise any Officer of the Responsible Entity, to transfer the Partly Paid Units sold to the purchaser thereof, and the purchaser shall be registered as the holder of the Partly Paid Units comprised in any such transfer and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
(5) The proceeds of the sale shall be applied:
(a) first to the costs and expenses of the sale or otherwise incurred by reason of the non-payment giving rise to the sale;
(b) secondly to paying up the amount in respect of which the lien exists; and
(c) thirdly to the person entitled to the Partly Paid Units so sold at the date of sale.

TRANSFER AND TRANSMISSION OF UNITS

16 Transfer of Units

(1) Subject to the provisions of this deed and Section 1091 of the Corporations Law, any Unit may be transmitted or transferred.3
(2) An instrument of transfer of any Unit shall be in writing and shall be in the form of or to the effect of any form of transfer for the time being approved by the Responsible Entity provided that in particular cases the Responsible Entity may accept an instrument in any other form.
(3) The instrument of transfer of any Unit shall be signed by the transferor and the transferee unless the Responsible Entity in accordance with the law provides otherwise.
(4) Every instrument of transfer of Units shall be left at the Office (or in the case of Units on a Branch Register either at the Office or at the Branch Office) for registration by the Responsible Entity, duly stamped and accompanied by the certificate, if any, for the Units to be transferred and such other evidence as the Responsible Entity may require to prove the title of the transferor of his right to transfer the Units.
3 Refer to clause 73

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(5) The Responsible Entity may waive the production of any Unit certificate upon evidence satisfactory to it of its loss or destruction.
(6) Every instrument of transfer of a Unit which is registered shall, for such period as the Responsible Entity may determine, be retained by the Responsible Entity after which (subject to the provisions of any law or this deed to the contrary) the Responsible Entity may destroy it PROVIDED THAT any instrument of transfer which the Responsible Entity refuses to register shall (except in the case of suspected fraud) be returned to the person depositing same.

17 Listed Trust

(1) Notwithstanding anything else herein contained to the contrary, while the Trust is admitted to the official list of the Exchange, all transfers of Units shall be effected as follows:
(a) If the transfer is an SCH-regulated transfer, the Units shall be transferred by a proper SCH transfer or in such other manner as is permitted by the SCH business rules.
(b) In any other case, the Units shall be transferred by the Exchange's common form of transfer in accordance with the Listing Rules.
(2) The Responsible Entity may, in its absolute discretion, determine from time to time whether or not Units or options for Units which are listed for quotation on the stock market of the Exchange will participate in CHESS or any other computerised or electronic system of transfer or registration.

18 Closing Register and Branch Register

Except while the Trust is admitted to the official list of the Exchange, the transfer books, the Register and each Branch Register may be closed during such time (not exceeding in the aggregate thirty (30) days in each year) as the Responsible Entity thinks fit.

19 Manager may refuse to Register

(1) The Responsible Entity may in its absolute discretion refuse to register any transfer of any Units on behalf of or for the benefit of or at the request of any Unit Holder:
(a) whilst the Trust is not admitted to the official list of the Exchange:
- (i) unless the Unit Holder has paid or otherwise provided for, to the Responsible Entity's satisfaction, all duties and taxes, governmental charges, transfer fees, registration fees, brokerage fees and other charges (whether similar to the foregoing or not) which may have become or may be payable in respect of any transaction, dealing, instrument of transfer, repurchase or other instrument arising from or connected with this deed, and the Responsible Entity is entitled, if it so thinks fit, to pay and discharge all or any of those duties and charges on behalf of the Unit Holder concerned and retain the amount so paid out of any money to which the Unit Holder may be or may become entitled;

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  - (ii) where the Responsible Entity has resolved that the transferee or an Officer of the transferee must complete a statutory declaration stating that the transferee is financially able to meet any unpaid liability in respect of the Unit the subject of the transfer and such declaration is not received by the Responsible Entity;

  - (iii) if the Responsible Entity has a lien on the Unit the subject of the transfer;

  - (iv) if the transfer is in respect of a Partly Paid Unit in respect of which any amount of the issue price is due and is unpaid; or

  - (v) if registration of the transfer would result in the transferor or the transferee holding less than a Minimum Parcel;

(b) whilst the Trust is admitted to the official list of the Exchange, in any of the circumstances permitted by the Listing Rules.
(2) Whilst the Trust is admitted to the official list of the Exchange, where any Units are at any time classified under the Listing Rules or by the Exchange as restricted securities (in this sub-clause "those Units"), then notwithstanding any other provision of this deed or of the terms of issue of those Units:
(a) those Units shall not be sold, assigned, transferred or otherwise disposed of during the escrow period specified in any escrow agreement entered into under the Listing Rules in relation to those Units (in this sub-clause "the escrow period") except as permitted by the Listing Rules or the Exchange;
(b) the Responsible Entity shall refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or other disposal of those Units during the escrow period except as permitted by the Listing Rules or the Exchange; and
(c) in the event of a breach of the Listing Rules relating to those Units, or any escrow agreement entered into under the Listing Rules in relation to those Units, the Unit Holder holding those Units shall cease to be entitled to any distributions and to any voting rights in respect of those Units for so long as the breach subsists.
(3) Notice of refusal to register any transfer shall always be given and shall be as required by section 1093 of the Corporations Law.

20 Transmission of Units

(1) The executor or administrator of a deceased Unit Holder (not being one of several joint holders) shall be the only person recognised by the Responsible Entity as having any title to the Units registered in the name of that Unit Holder, but if that Unit Holder having sold or otherwise disposed of some or all of those Units has delivered to the transferee a transfer of the Units so sold or otherwise disposed of and the transfer of the Units is not registered before the death of that Unit Holder, the Responsible Entity may, subject to compliance by the transferee with the provisions hereof and subject to any contrary statutory requirement, register that transfer notwithstanding that the Responsible Entity at the time of such registration has notice of that Unit Holder's death.

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(2) The committee, statutory representative or manager of a Unit Holder of unsound mind or of a Unit Holder whose person or estate is liable to be dealt with in any way under the laws relating to mental health and any person becoming entitled to Units in consequence of the death, insolvency, bankruptcy, liquidation, arrangement or composition with creditors or assignment for the benefit of the creditors or scheme of arrangement of any Unit Holder or otherwise than by transfer, may, upon producing the evidence required by sub-clause 20(3) be registered as the Unit Holder or in respect of the Units and, subject to this deed, validly transfer such Units.
(3) Any committee, statutory representative, manager or person seeking registration as a Unit Holder in respect of Units pursuant to sub-clause 20(2) shall produce such evidence of capacity to be so registered under sub-clause 20(2) or of title, as may be sufficient under the Corporations Law or as is considered by the Responsible Entity to be sufficient.

21 Responsible Entity may refuse Registration of Transmission

The Responsible Entity has the same right to refuse to register a person entitled to any Units by transmission or his nominee as it would have if that person or his nominee were a transferee named in a transfer presented for registration.

22 Effect of Registration of Transfer

A transferor of Units shall remain the holder of the Units until the name of the transferee is entered in the Register in respect of the Units.

REGISTER OF UNIT HOLDERS

23 Contents of Register

(1) The Register shall be kept and maintained up to date by the Responsible Entity.
(2) There shall be entered in the principal Register the:
(a) name and address of each Unit Holder;
(b) number of Units held by each Unit Holder;
(c) date on which the name of every person was entered in the Register as a Unit Holder and the date at which any person ceased to be a Unit Holder;
(d) whether the Units are Fully Paid Units or Partly Paid Units;
(e) the amount of the issue price of any Partly Paid Unit which has and has not been paid up, and the date at which any amount which has not been paid up is due to be paid up;
(f) any other details considered necessary or desirable by the Responsible Entity; and
(g) such other information as the Responsible Entity considers appropriate.
(3) The Responsible Entity shall cause the Register to be audited by the Auditor at intervals of not more than twelve (12) months.

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24 Branch Register

(1) The Responsible Entity may at any time and from time to time establish and maintain or cause to be established and maintained a separate Register in any State or Territory of the Commonwealth of Australia or elsewhere other than Victoria on which separate Register there shall be entered such details as are required by the Corporations Law to be included in a register of unit holders and such other details as the Responsible Entity considers should be included in a register of unit holders.
(2) Every separate Register shall be designated the Branch Register for the capital city of the State or other district in respect of which it is established. The provisions of clause 23 apply so far as are applicable to a Branch Register.

VALUATIONS

25 Valuation Register[4]

(1) The Responsible Entity shall keep current a valuation register of all of the assets of the Trust Fund including particulars of the value of all of the assets of the Trust Fund.
(2) The Responsible Entity shall update the valuation register on each Valuation Day by ascribing the value to the assets of the Trust Fund at the Valuation Day as determined in accordance with sub-clause (3) of this clause.
(3) The Responsible Entity shall determine in respect of each Valuation Day the amount which fairly represents the current market value of the assets of the Trust Fund as at the Valuation Day by reference to:
(a) in the case of a mortgage, the amount secured by the mortgage on the Valuation Day or the value of the mortgaged property on that day, whichever is the lesser amount;
(b) in the case of assets which are listed for quotation on the stock market of the Exchange, the median value of the last buyer's bid price, the last seller's asking price and the last sale price of the assets on the Valuation Day or if the stock market was not open for business on that day, on the last trading day of the stock market before the Valuation Day;
(c) in the case of assets which are listed for quotation on another stock market, the last sale price of the assets available to the Responsible Entity on the Valuation Day or if the stock market was not open for business on that day, on the last trading day of the stock market before the Valuation Day;
(d) in the case of assets such as units, sub-units or other interests in any unit trust or similar undertaking or scheme which are not listed for quotation on any stock market, the redemption or re-purchase value or the realisable value of those assets as the case may require quoted by the manager or equivalent of the undertaking or scheme on the Valuation Day or the nearest earlier date;
4 Whilst stapled securities exist refer to clause 77 as well

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(e) in the case of futures contracts, the net unrealised profit or loss based on the last traded price of that contract on the Valuation Day or if no trading took place on that day on the nearest earlier trading day but if the contract has not been traded on any day 5 Business Days before the Valuation Day, a price deemed fair and reasonable by the Responsible Entity having regard to traded prices of similar contracts on that day, plus the value of all deposits and margin calls paid;
(f) in the case of an Infrastructure Investment which is not listed for quotation on any stock market and which in the opinion of the Responsible Entity involves a project that has not been fully completed or is completed subject only to engineering or regulatory approval or is a security the returns from which are or may reasonably be expected to be derived substantially from one or more such incomplete projects, the total cost of the investment as determined by the Responsible Entity as at the Valuation Day;
(g) in the case of any other Infrastructure Investment which is not listed for quotation on any stock market, the value of the Infrastructure Investment as determined by a Qualified Valuer as at the Valuation Day; and
(h) in the case of any other assets of the Trust Fund, the total cost of investment in the asset as determined by the Responsible Entity as at the Valuation Day or, if appraisals or valuations of the asset have been obtained since the investment was made, the value set out in the last such appraisal or valuation,

PROVIDED HOWEVER that the Responsible Entity may appoint a Qualified Valuer to value any asset of the Trust Fund as at the Valuation Day, and the value of the asset so determined by the Qualified Valuer shall be ascribed to that asset.

(4) The Responsible Entity shall determine the Net Asset Value of the Trust Fund on each Valuation Day, and if the Net Asset Value of the Trust Fund is required to be determined or known on a particular day which is not a Valuation Day, the Net Asset Value of the Trust Fund determined by the Responsible Entity as at the immediately preceding Valuation Day shall be used.

BUY-BACK

26 On-Market Buy-Back

(1) The Responsible Entity may, in its discretion, through an agent or otherwise, buy Units on the stock market of the Exchange on behalf of the Trust at a price determined by the Responsible Entity on the basis that they will be bought back and cancelled provided that:
(a) the price per security paid for such Units or, if Units are stapled to Shares, for Stapled Securities incorporating such Units, is not more than:
- (i) the maximum price that would be permitted under the Listing Rules were the relevant securities shares being bought back by a company under an on-market buy-back; or

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  - (ii) if the Listing Rules cease to prescribe any such maximum price, 5% above the Market Price of the relevant securities on the day on which they are bought on the stock market; and

(b) so long as Units continue to be stapled to Shares, a proposal to buy back the Stapled Securities has been put to and approved by the board of directors of the Company.
(2) Once the Responsible Entity or its agent has entered into an agreement to buy Units in order to buy back the Units under sub-clause 26(9), all rights attaching to the Units are suspended, and immediately upon registration of the transfer to the Responsible Entity or its agent of the Units bought back, the Units are cancelled. The suspension is lifted if the agreement is terminated. For the avoidance of doubt any Units bought by the Responsible Entity otherwise than in order to buy back the Units under sub-clause 26(9), will not be cancelled upon registration of the transfer of the Units, nor will the rights attaching to them be suspended upon their purchase.

CANCELLATION

26A Cancellation of Units

(1) If there is a sale of any of the Infrastructure Investments, the Responsible Entity may determine that, with effect from such time as the Responsible Entity decides, all Units on issue, other than the Special Units, are cancelled, for consideration per Unit of the Cancellation Amount.
(2) Cancellation Amount means the amount determined as follows:

CA = (NAV – SUP) / NU

where:

CA means the Cancellation Amount; NAV means the Net Asset Value of the Trust Fund (for the avoidance of doubt, determined after treating as a Liability of the Trust Fund: (a) any Distribution Entitlement or corpus of the Trust Fund which, prior to the cancellation becoming effective, the Responsible Entity has determined to distribute to Unit Holders; and (b) that part of the fee described in clause 48 as being payable out of the assets of the Trust); SUP means the aggregate issue price of all Special Units on issue at the time including any part of the issue price that has not yet been paid, even if not due for payment; and

NU means the number of Units (excluding Special Units) on issue immediately prior to the cancellation.

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MEETINGS OF UNIT HOLDERS

27 Convening and Notice of Meeting

(1) The Responsible Entity may at any time convene a meeting of Unit Holders, and shall do so if required by the Corporations Law.
(2) The accidental omission to give notice of a meeting of Unit Holders to or the nonreceipt of a notice of meeting by a Unit Holder shall not invalidate the meeting.
(3) Each of:
(a) the Responsible Entity;
(b) any Officer, solicitor or counsel of the Responsible Entity; and
(c) the Auditor
may at the request of the Responsible Entity attend any meeting of Unit Holders.
(4) Unit Holders shall be entitled to attend, speak and vote at all meetings of Unit Holders either in person or by a body corporate representative, attorney or proxy.
(5) All meetings of Unit Holders shall be convened and conducted in accordance with the provisions of the Corporations Law and this deed or, in so far as the Corporations Law or this deed makes no provisions, as directed by the chairman of the meeting.

28 Quorum

(1) No business shall be transacted at any meeting of Unit Holders unless a quorum is present when the meeting proceeds to business. The quorum necessary for a meeting at which a resolution is to be proposed shall be not less than five (5) Unit Holders present in person or by body corporate representative, attorney or proxy and holding at least ten per centum (10%) of the number of Units on issue.
(2) If within thirty (30) minutes from the time appointed for any meeting a quorum is not present and such meeting was convened upon the requisition of the Unit Holders the meeting shall be dissolved, and in any other case the meeting shall stand adjourned to such day and time as the chairman determines, not being less than fourteen (14) days thereafter, and to such place as the chairman determines, and if at such adjourned meeting there is no quorum present, the meeting shall be dissolved.

29 Chairman

(1) Subject to the Corporations Law, the Responsible Entity may appoint a person to chair a meeting of Unit Holders.
(2) The chairman shall be responsible for the general conduct of the meeting of Unit Holders and for the procedures to be adopted thereat.
(3) The chairman may at any time if he considers it necessary or desirable for the proper and orderly conduct of the meeting demand the cessation of debate or discussion on any question, motion or resolution being considered by the meeting

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and require such question, motion or resolution to be put to a vote of the Unit Holders in which case a vote shall be taken on the question, motion or resolution so put without further debate or discussion by the Unit Holders present.

(4) The chairman may require the adoption of such procedures as in his opinion are necessary or desirable for the proper and orderly casting or recording of votes at any meeting of Unit Holders whether on a show of hands or on a poll.

30 Voting

Subject to the Corporations Law and any rights or restrictions for the time being attached to any class or classes of Units:

(a) at meetings of Unit Holders or classes of Unit Holders each Unit Holder entitled to vote may vote in person or by a body corporate representative, proxy or attorney;
(b) on a show of hands every Unit Holder who is present in person or by a body corporate representative, proxy or attorney shall have one vote only; and
(c) on a poll every Unit Holder whether voting in person or by a body corporate representative, proxy or attorney shall have one vote for each Fully Paid Unit he holds and a fraction of one vote for each Partly Paid Unit he holds equal to the proportion which the amount of the issue price of the Unit paid (not credited) is of the total amounts paid and payable (excluding amounts credited) as at the day of the meeting.

31 Proxies, Representatives and Attorneys

(1) On a show of hands and on a poll votes may be given either personally or, subject to the requirements of the Corporations Law, by a body corporate representative, attorney or proxy each of whom shall have the same right of audience as the Unit Holder who appointed him.
(2) No instrument appointing a proxy shall, except as provided in this clause, be valid after the expiration of twelve months from the date of its execution.
(3) The instrument of proxy shall be deemed to include the right of the proxy to demand or join in demanding a poll and shall (except to the extent to which the proxy is specifically directed to vote for or against any proposal) include power for the proxy to act generally at the meeting for the Unit Holder giving the proxy. An instrument appointing a proxy whether in the usual common form or not shall unless the contrary be stated thereon be valid as well for any adjournment of the meeting as for the meeting to which it relates.
(4) The Responsible Entity shall issue with every notice of meeting of Unit Holders a form of proxy for use by Unit Holders. Each such form shall leave blank the name of the first proxy to be appointed, but may include thereafter the names of any of the Officers of the Responsible Entity or any other person as suggested proxies. Such forms shall be so worded that a proxy may be directed to vote either for or against each or any of the resolutions to be proposed.
(5) Any Unit Holder may, by duly executed power of attorney, appoint an attorney to act on his behalf at all or certain specified meetings of Unit Holders and such power of attorney (or proof thereof to the satisfaction of the Responsible Entity)

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shall be produced for inspection at such place or places as the Responsible Entity may determine from time to time before the attorney shall be entitled to act thereunder, and such power of attorney may authorise the attorney to appoint a proxy for the Unit Holder granting the power of attorney.

32 Manner of Poll

(1) If at any meeting a poll be properly demanded as aforesaid it shall be taken in such manner and at such time and place as the chairman of the meeting directs, either at once or after an interval or adjournment. The result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn with the consent of the meeting.
(2) The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded.
(3) No poll shall be demanded on the election of a chairman of a meeting of Unit Holders.
(4) A poll demanded following a vote by show of hands on any question of adjournment shall, subject to clause 33, be taken at the meeting and without adjournment.

33 Adjournment

Subject to the provisions of clause 28 in relation to an adjournment for want of a quorum, the chairman of a meeting of Unit Holders or of an adjourned meeting thereof may at any time during the course of such meeting adjourn to another time and to the same or another place such meeting or any business, motion, question or resolution being considered or remaining to be considered by such meeting or any debate or discussion in relation thereto and may adjourn any such business, motion, question, resolution, debate or discussion either to a later time at the same meeting or to an adjourned meeting. In the event of the chairman exercising his rights of adjournment of a meeting pursuant to this clause he shall have the sole discretion to decide whether to seek approval of the Unit Holders present to such adjournment and, unless the chairman exercises his discretion in that regard, no vote shall be taken by the Unit Holders present in respect of any such adjournment.

34 Effect of Resolution

Subject to the Corporations Law, each Ordinary Resolution, Special Resolution and Extraordinary Resolution which is permitted or required to be passed under this deed and which is validly passed or deemed to have been passed at a meeting of Unit Holders duly convened and held shall be binding upon all Unit Holders whether present in person or by a body corporate representative, attorney or proxy or not so present at such meeting.

35 Written Resolutions

Subject to the Corporations Law

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(a) if all Unit Holders sign a document containing a statement that they are in favour of a resolution (and whether an Extraordinary Resolution, a Special Resolution or an Ordinary Resolution) of the Unit Holders in terms set out in the document and the Responsible Entity signs such a document, a resolution in those terms shall be deemed to have been passed at a meeting of Unit Holders held on the day on which and at the time at which the document is last signed by a Unit Holder or the Responsible Entity (as the case may be);
(b) the resolution shall be deemed to have been so passed notwithstanding that no notice of the meeting of Unit Holders is given and notwithstanding that a meeting of Unit Holders is not held; and
(c) two or more separate documents containing statements in identical terms each of which is signed by one or more Unit Holders shall together be deemed to constitute one document containing a statement in those terms signed by those Unit Holders on the respective days on which and at the respective times at which they sign the separate documents.

MANAGEMENT AND POWERS

36 Management[5]

(1) The Trust shall be managed and administered by the Responsible Entity which hereby covenants (with the intent that the benefit of such covenant shall enure to the Unit Holders jointly and to each of them severally) to carry out and perform the duties and obligations on its part under this deed to be observed during the continuance of the Trust.
(2) Subject to the provisions of this deed and the Corporations Law, but without limiting the generality of sub-clause 36(1), the Responsible Entity shall manage and administer the:
investment of any sums forming part of the Trust Fund and the purchase, acquisition, receipt, subscription, sale, transfer, exchange, alteration of or dealing in or with any Authorised Investment or any of the assets of the Trust Fund;
placement on deposit with any entity (investment with which is an Authorised Investment) of any cash comprised in the Trust Fund;
entry into of any contract for the purpose of hedging against any loss in respect of any of the assets of the Trust Fund which might result from fluctuations in any interest rate or currency during the tenor thereof;
underwriting, agreement to underwrite, sub-underwriting or agreement to sub-underwrite by the Responsible Entity of any issue of securities which when issued would constitute an Authorised Investment;
entry into of any contract relating to the management of the Trust and the investment of the assets of the Fund; and
5 Whilst stapled securities exist, refer to sub-clause 69(4) as well.

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borrowing, raising of money and obtaining credit by the Responsible Entity for the Trust, including from whom, when, how much and on what terms the Responsible Entity should so borrow, raise money or otherwise obtain credit from any person.
(3) Subject to this deed and the Corporations Law, a Unit Holder may not:
(a) interfere or seek to interfere with or question the rights, powers, authority or discretion of the Responsible Entity;
(b) claim or exercise any right in respect of any asset of the Trust Fund or lodge any caveat or other notice affecting any such asset; or
(c) require that any asset of the Trust Fund be transferred to a Unit Holder.

37 Powers[6]

(1) Subject to this deed, the Responsible Entity has in relation to the Trust the legal capacity and all the powers of a natural person acting in his or her personal capacity, and without limiting the generality of the foregoing has all the powers over and in respect of the assets of the Trust Fund as if it were the absolute and beneficial owner thereof.
(2) Without limiting sub-clause 37(1), the Responsible Entity has the power on behalf of the Trust to borrow and raise money (whether or not on security) and to incur all types of obligations and liabilities.
(3) To the extent permitted by law, sections 6 and 8 of the Trustee Act 1958 of Victoria are excluded in relation to this deed.

38 Delegation and Assets

(1) Subject to sub-clause (2) of this clause, the Responsible Entity shall have full power to delegate to any person (including any associate) nominated by it all or any of the powers, authorities and discretions exercisable by it under the provisions of this deed, and without in any way affecting the generality of the foregoing, the Responsible Entity may in carrying out and performing the duties and obligations on its part herein contained:
(a) by power of attorney appoint any person to be its attorney or agent for such purposes and with such powers, authorities or discretions as it thinks fit with power for the attorney or agent to sub-delegate any such powers, authorities or discretions and also to authorise the issue in the name of the appointor of documents bearing facsimile signatures on behalf of the appointor or of the attorney or agent either with or without proper manuscript signatures of its Officers thereon, and the appointor in any such power of attorney, and the attorney or agent by the terms of any subdelegation, may insert such provisions for the protection and convenience of those dealing with any such attorney or agent or sub-delegate as it may think fit; and

Whilst stapled securities exist refer to sub-clause 69(4) as well.

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(b) appoint by writing or otherwise any person to be its agent or sub-agent as it may think necessary or proper for such purposes and with such powers, authorities and discretions (not exceeding those vested in the appointor) as it thinks fit and to supersede or suspend any such agent or sub-agent for such cause or reason as the appointor may in its sole discretion think sufficient with or without assigning any cause or reason and either absolutely or for such time as it may think proper,

and the appointor shall be liable for the acts and omissions of any such person, attorney, agent or other delegate, sub-delegate or sub-agent.

(2) All of the assets of the Trust Fund shall be held by the Responsible Entity or a custodian appointed by the Responsible Entity until the same shall be sold or otherwise disposed of pursuant to this deed, and any investments required to be registered shall, subject to this deed, as soon as reasonably practicable after receipt of the necessary documents by the Responsible Entity be registered in the name of the Responsible Entity or a custodian appointed by the Responsible Entity and held in safe custody by the Responsible Entity or a custodian appointed by the Responsible Entity and shall remain so registered and held until the same shall be sold or otherwise disposed of pursuant to the provisions hereof.
(3) The Responsible Entity may in carrying out and performing the duties and obligations on its part herein contained appoint by writing any corporation to act as custodian to be the registered holder of any of the assets of the Trust Fund or to hold any of the assets of the Trust Fund in safe custody and the Responsible Entity may remove or replace any such custodian for such cause or reason as the Responsible Entity may in its sole discretion think sufficient with or without assigning any cause or reason and either absolutely or for such time as it may think proper, and the Responsible Entity shall be liable for the acts and omission of any such custodian.

INVESTMENT OF TRUST FUND

39 Investment Policy[7]

(1) The Trust Fund shall only be invested in Authorised Investments.
(2) Until the Responsible Entity otherwise determines:
(a) the Responsible Entity shall only borrow, raise money or otherwise obtain credit from any person and pledge the assets of the Trust Fund as security for money borrowed, raised or other credit received by the Responsible Entity so long as the total principal amount borrowed or raised or for which credit is obtained by the Responsible Entity (whether secured or unsecured) for which liability remains does not exceed 50% of the Net Asset Value of the Trust Fund;
(b) the Responsible Entity shall only acquire or dispose of any real property after it has first obtained a valuation of the property from a Qualified Valuer;
7 Whilst stapled securities exist refer to clause 70 as well

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(c) the Responsible Entity shall ensure that the aggregate amount invested in any one entity shall not exceed 40% of the Net Asset Value of the Trust Fund at the time the last investment in the entity is made;
(d) the Responsible Entity shall use its reasonable endeavours to ensure that the assets of the Trust Fund being shares in a company that is admitted to the official list of the Exchange shall not exceed 5% of the issued share capital of that company unless the shares in the company or any predecessor of the company formed all or part of the Trust Fund prior to the company being admitted to the official list; and
(e) if any interest in an entity held by the Responsible Entity on behalf of the Trust (other than one which is wholly owned by the Responsible Entity on behalf of the Trust) that is not admitted to the official list of the Exchange which constitutes or has attached to it 50% or more of the voting rights in the entity, the Responsible Entity shall ensure the interest is reduced within 12 months from the time it became such a 50% interest to the extent necessary to ensure it ceases to be such a 50% interest.
(3) Any money that is available for investment under this deed may be invested in shares in any company, units in any unit trust or interests in any scheme or undertaking or any other asset of which the Responsible Entity or any associate is or may become the responsible entity, manager, trustee or equivalent.

40 Investment Procedures[8]

The Responsible Entity shall have absolute discretion as to the investment of any part of the assets of the Trust Fund and as to the purchase, sale, transfer, exchange or alteration of any of those assets provided that the Responsible Entity shall not acquire or dispose of any asset of the Trust Fund otherwise than in compliance with this deed.

41 Investment Register

The Responsible Entity shall keep a register of all investments constituting the Trust Fund showing in respect of each investment the:

(a) nature of the investment;
(b) date of acquisition thereof;
(c) cost thereof;
(d) date of maturity thereof (if any);
(e) rate per annum of the redemption yield thereon (if applicable);
(f) most recent value thereof;
(g) the date of disposal thereof;

and any other details considered necessary or desirable by the Responsible Entity.

8 Whilst stapled securities exist refer to clause 76 as well

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INCOME AND CAPITAL OF THE TRUST

42 Income and Distribution Entitlement

(1) The Responsible Entity shall hold the:
(a) Distributable Income of a Distribution Period to which each Unit Holder is entitled in accordance with sub-clause 42(3); and
(b) corpus of the Trust Fund to which each Unit Holder is entitled in accordance with sub-clause 42(6),

upon trust for each Unit Holder registered as the holder of Units on the last day of the relevant Distribution Period.

(2) Notwithstanding anything to the contrary contained in this deed, the Responsible Entity on or prior to the last day of the Distribution Period may determine to accumulate all or part of the income of such Distribution Period and such accumulations shall be and shall be dealt with as an accretion to the corpus of the Trust Fund.
(3) Each Unit Holder shall be presently entitled to the Distributable Income of each Distribution Period in proportion to the Unit Holder's Proportional Holding in the Trust at the end of the Distribution Period PROVIDED THAT where all or part of the issue price paid (not credited) on any Unit at the end of the Distribution Period has not been paid for the whole of the Distribution Period the Distributable Income of that Distribution Period may, in the Responsible Entity's absolute discretion, be further apportioned and distributed proportionately to the amounts of issue price paid (not credited) on the Units during any portion or portions of the Distribution Period to which the Distributable Income relates, but if any Fully Paid Unit or Partly Paid Unit is issued on terms providing that it will rank for distributions as from a particular date, that Unit ranks for distributions accordingly.
(4) Any amounts which form part of the income of the Trust or expenses of the Trust which are not taken into account in determining the Distributable Income of a Distribution Period and are not reasonably expected to be taken into account in determining the Distributable Income of a future Distribution Period shall be applied to the corpus of the Trust Fund.
(5) If the income of the Trust Fund is less than the Distributable Income the Responsible Entity may apply the corpus of the Trust Fund to make up any shortfall in the amount of the Distributable Income to be distributed to Unit Holders.
(6) The Responsible Entity may at any time prior to the distribution of the Distributable Income of a Distribution Period determine to distribute to Unit Holders such part of the corpus of the Trust Fund as it thinks fit in the proportions to which the Unit Holders would have been entitled in a distribution of that sum were it Distributable Income.
(7) The income and the expenses of the Trust for each Distribution Period shall be determined by the Responsible Entity in accordance with the applicable

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accounting standards and practices in force immediately prior to 1 January 2005 and the Responsible Entity may, in accordance with such standards and practices determine whether any item is income or capital and may also create from time to time provisions for future expenditure or Liabilities of the Trust Fund which provisions may at the option of the Responsible Entity be created out of capital or income. If any question arises as to any matter to be determined by the Responsible Entity under this sub-clause, the question may be referred by the Responsible Entity to the Auditor for determination and the Auditor's determination shall be final and conclusive.

(8) Subject to the Responsible Entity's obligations under the Corporations Law and this deed, the Responsible Entity may, in its absolute discretion:
(a) divide the income of the Trust into such of its various types as the Responsible Entity determines including, without limitation, dividend income which carries income tax credits, dividend income which does not carry income tax credits, interest income and net capital gains and charge such expenses of the Trust against the separate types of income as the Responsible Entity determines; and
(b) in determining each Unit Holder's Distribution Entitlement in accordance with this clause, allocate any type of income (less the expenses charged against it) to the Unit Holder,

PROVIDED THAT the Responsible Entity records such division, charge and allocation in separate accounts for each type of income.

(9) No deductions from the income of the Trust shall be permitted except in accordance with this deed.

43 Distribution of Distribution Entitlement

(1) During the continuance of the Trust the Responsible Entity shall allocate and distribute to each Unit Holder his Distribution Entitlement.
(2) Each distribution of the Distribution Entitlement shall be made within 3 months after the end of the Distribution Period to which it relates, or if there is an audit relating to the Distribution Period which has not been completed within that time, as soon as possible after completion thereof.
(3) The Responsible Entity shall use its reasonable endeavours to notify each Unit Holder in respect of each Distribution Entitlement the extent to which (allowing for reasonable approximation) the Distribution Entitlement of the Unit Holder consists or is deemed to consist of various types of income or capital comprised therein.
(4) If the Responsible Entity decides that the Distribution Period should end on dates other than those presently prevailing pursuant to the provisions of this deed it may change those dates.
(5) The Responsible Entity may from time to time establish a Distribution Reinvestment Plan, and the payment of any Distribution Entitlement to a Unit Holder participating in the plan may be satisfied in respect of his Units participating in the plan by the issue of Units in accordance with the plan.

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THE RESPONSIBLE ENTITY

44 Covenants by Responsible Entity

In addition to its duties and obligations under the Corporations Law, the Responsible Entity covenants (with the intent that the benefit of such covenant shall enure to the Unit Holders jointly and to each of them severally) that:

(a) the Responsible Entity will act continuously as trustee under the trusts herein set forth until such trusts are determined as herein provided or until it has retired or been removed from office in the manner herein provided;
(b) the Responsible Entity will retain the Trust Fund in safe custody and will hold it as trustee for the Unit Holders entitled thereto upon the terms of this deed;
(c) the Responsible Entity will keep the Trust Fund separate from all other assets, investments and other property vested in or held by the Responsible Entity;
(d) except as herein provided or as required by law the Responsible Entity will not sell, mortgage, charge or otherwise part with the possession of any of the assets of the Trust Fund;
(e) the Responsible Entity will retain in safe keeping all applications for Units and instruments of transfer and transmission, but on the expiration of 6 years from the date of any such document the Responsible Entity may in its discretion (subject to any law to the contrary) destroy the document; and
(f) the Responsible Entity will cause all assets of the Trust Fund of an insurable nature and which in the opinion of the Responsible Entity are in the normal course of business usually insured, to be adequately insured against fire and other usual risks considered by the Responsible Entity to be prudent to insure against, in the name of the Responsible Entity and any other person who has an insurable interest in those assets.

45 Removal of Responsible Entity

The Responsible Entity may only be removed from office in accordance with the Corporations Law.

46 Retirement of Responsible Entity

The Responsible Entity may only retire from office in accordance with the Corporations Law.

47 Changing to New Responsible Entity

(1) Every new Responsible Entity appointed shall forthwith upon appointment execute a deed whereby the new Responsible Entity undertakes to the Unit Holders jointly and severally to be bound by all of the obligations of the retiring Responsible Entity hereunder from the date of appointment. From that date, subject to payment to the new Responsible Entity of all sums due by the retiring Responsible Entity to the new Responsible Entity, the retiring Responsible Entity

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shall be absolved and released from all its covenants hereunder save with respect to any antecedent breach hereof, and the new Responsible Entity thereafter shall exercise all the powers and may enjoy and exercise all the rights and shall be subject to all the duties and obligations of the Responsible Entity hereunder in all respects as fully as though the new Responsible Entity had been originally named as a party hereto.

(2) The new Responsible Entity is entitled to agree with the retiring Responsible Entity the amount of any sums payable by one of them to the other under the provisions hereof and the new Responsible Entity may give to or accept from the retiring Responsible Entity a discharge in respect thereof. Any discharge under this sub-clause will be conclusive and binding on all persons other than the Unit Holders except where such liability arises by virtue of the retiring Responsible Entity's own act, deceit, neglect or default.

REMUNERATION AND EXPENSES

48 Remuneration[9]

(1) The Responsible Entity shall be remunerated out of the Trust Fund for its services in acting as Responsible Entity of this Trust on and from the Registration Date as follows:
(a) The Responsible Entity shall be paid a management fee calculated at the rate of 1% per annum of the Net Asset Value of the Trust Fund. This fee shall accrue daily on and from the Registration Date and shall be paid monthly in arrears within 21 days from the end of each month. For the purposes of calculating the fee for a month, the Net Asset Value of the Trust Fund as at the end of the previous month shall be used.
(b) The Responsible Entity shall be paid a performance fee equal to 10% of the amount (if any) by which the Net Accumulated Asset Value of the Trust Fund exceeds the Benchmark Amount at the end of each Financial Year ending on or after the Registration Date calculated as follows:

==> picture [105 x 30] intentionally omitted <==

where:

A is the amount of the Net Accumulated Asset Value of the Trust Fund at the end of the Financial Year;
B is the Benchmark Amount at the end of the Financial Year; and
C is the number of days in the Financial Year.

The Responsible Entity's performance fee in respect of any Financial Year shall be paid to the Responsible Entity within 3 months from the end of the Financial Year.

(2) Notwithstanding any other provision of this deed to the contrary:
9 Whilst stapled securities exist refer to clause 71 as well

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(a) the Responsible Entity shall be paid all amounts that have accrued to it or which it is entitled to be paid under this clause at the date of the cessation or termination of the Trust or the removal or retirement of the Responsible Entity from office (as the case may be) and it shall not be obliged to repay any amount that it has been paid under this clause;
(b) if a performance fee under this clause 48 in respect of the first Financial Year ending on or after the Registration Date becomes payable to the Responsible Entity, the performance fee shall be apportioned between each person acting as Responsible Entity of this Trust and each person acting as Manager of this Trust during the Financial Year according to the proportion of the Financial Year each such person was so acting and the Responsible Entity shall pay out of the Trust Fund to each such person its proportional share of the performance fee when it is due for payment to the Responsible Entity under this clause; and
(c) if a performance fee under this clause 48 in respect of a Financial Year after the first Financial Year ending on or after the Registration Date becomes payable to the Responsible Entity and if during the Financial Year there has been one or more changes of Responsible Entity, the performance fee shall be apportioned between each person acting as Responsible Entity of this Trust during the Financial Year according to the proportion of the Financial Year each such person was so acting and the Responsible Entity shall pay out of the Trust Fund to each such person its proportional share of the performance fee when it is due for payment to the Responsible Entity under this clause.
(3) The Trustee and the Manager shall be entitled to be remunerated and paid by the Responsible Entity out of the Trust Fund for their services in acting as trustee and manager respectively of this Trust until the Registration Date in accordance with the terms of this deed as they existed before the Registration Date.

‘Remuneration – Period commencing 1 July 2012

(4) Upon the cancellation of all issued Units (other than Special Units) pursuant to clause 26A on or before 30 June 2013:
(a) the Responsible Entity will be paid, immediately after the cancellation of Units pursuant to clause 26A, a performance fee equal to $54 million (plus GST), in respect of its services in acting as Responsible Entity of the Trust for the period commencing 1 July 2012 and ending immediately prior to the day of cancellation of Units pursuant to clause 26A; and
(b) subject to payment of the performance fee described in clause 48(4)(A), all other provisions of this Constitution regarding payment of a performance fee in respect of any period commencing on or after 1 July 2012 cease to have any operation.
(5) Where clause 48(4) applies, the performance fee payable under clause 48(4) represents the aggregate performance fee payable to the Responsible Entity by the Group in respect of the performance by the Responsible Entity of its duties in relation to the Group members.
(6) If a performance fee is payable pursuant to clause 48(4), then it will be apportioned between the Group members as follows: 85% of the performance fee

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will be paid out of the assets of the Trust and 15% of the performance fee will be paid out of the assets of the Company.

49 Reimbursement of Expenses[10]

(1) In addition to any other right of indemnity which it may have under this deed or at law, the Responsible Entity shall be indemnified and shall be entitled to be paid or reimbursed out of the Trust Fund for all costs, charges, fees, expenses, Taxes, losses and damages incurred in the course of its office or in performing any of its duties or exercising any of its powers or in relation to the establishment, administration or management of the Trust, the Trust becoming a registered scheme under the Corporations Law or any issue, offer, or invitation of any Units or options for Units including, without limitation, all:
(a) legal fees, audit fees, accounting fees and all other fees, costs, charges and disbursements payable to advisers employed by or on behalf of the Responsible Entity for the purpose of advising the Responsible Entity with respect to the business or administration of the Trust including, but not limited to, legal fees and other fees and charges payable to advisers appointed by it to:
- (i) document the completion or establishment of any investment or the disposal of any investment for the Trust; or
- (ii) provide taxation advice relating to the Trust or to assist the Responsible Entity in the preparation of any tax return relating to the Trust;
(b) filing fees, statutory charges and other fees of a similar nature;
(c) the reasonable fees and expenses of any custodian appointed by the Responsible Entity to hold any of the assets of the Trust Fund in accordance with this deed;
(d) costs, charges, expenses and disbursements incurred in or in connection with the printing, perusal, approval and execution of this deed and the effecting of any variation thereto, the issue of Units and the establishment of the Trust generally;
(e) costs, charges, expenses and disbursements incurred by or on behalf of the Responsible Entity in or in connection with any breach or default in the observance or performance by the Trustee, the Manager or a former Responsible Entity of its respective covenants and obligations under this deed other than a breach or default by such a person who is also the Responsible Entity;
(f) costs, charges, expenses and disbursements incurred in or in connection with the convening and holding of any meeting of Unit Holders and in or in connection with carrying out any directions or resolutions of any such meeting;
(g) the Auditor's reasonable fees and expenses incurred in carrying out his duties or powers under this deed or the Corporations Law;
10 Whilst stapled securities exist refer to clause 72 as well

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(h) stamp duty on cheques (if any);
(i) bank fees and other charges (including but not being limited to Bank Accounts Debits Tax and charges in respect of Financial Institutions Duty) incurred in connection with the keeping of or the transaction of business on the bank or ledger accounts of the Trust;
(j) the costs of printing certificates for Units, accounts, cheques, distribution statements, reports, audit reports, notices of meeting and other documents required to be circulated amongst or sent out to Unit Holders pursuant to the provisions of this deed;
(k) the costs of postage of all certificates for Units, cheques, accounts, distribution statements, reports, audit reports, notices of meeting and other documents required to be circulated amongst or sent out to Unit Holders pursuant to the provisions of this deed;
(l) Tax and amounts in reimbursement of any Tax properly charged or assessed to or payable by the Responsible Entity (whether by any taxing authority or any other person) in connection with the Trust Fund on any account whatsoever PROVIDED ALWAYS that this paragraph shall not impose on the Responsible Entity any obligation (save where otherwise in this deed or by law imposed ) to pay such Tax ;
(m) the costs of establishing and maintaining any register under this deed;
(n) the reasonable fees and expenses of any Qualified Valuer incurred in connection with any valuation carried out in connection with this deed;
(o) the costs, charges, expenses and disbursements and all out of pocket expenses and outgoings incurred by or on behalf of the Responsible Entity in:
(i) establishing the Trust; and
(ii) issuing Units or otherwise arising out of any offer for the subscription or issue of Units, and whether by a public offer or by private placement or otherwise howsoever,

including, but not limited to, all costs and expenses of and incidental to the admission of the Trust to the official list of the Exchange, the listing for quotation of Units or options for Units, the maintaining of the Trust on the official list or the ability to trade any Units or options for Units, the removal or suspension of the Trust or its securities by the Exchange, the obtaining of any necessary approval of the Commission to this deed and any variation thereof and all legal, accounting, valuation, listing, underwriting, and procuration fees, commission, brokerage, printing and marketing fees, all fees paid to investment and other professional advisers, and all travel and accommodation costs relating to any of those matters specified in sub-paragraphs (i) and (ii);

(p) the costs, charges, expenses and disbursements of developing, preparing, printing and postage of any report, notice, circular or statement to Unit Holders concerning or relating to the activities of the Trust, including but not limited to, any report, notice, circular or statement relating to the availability of Units for subscription, the performance or prospects of the Trust or any actual or prospective Authorised Investment of the Trust;

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(q) other costs, charges, expenses and disbursements incurred by or on behalf of the Responsible Entity relating to the Trust including, but not limited to, all costs, charges, expenses and disbursements relating to the making and disposal of investments on behalf of the Trust including, but not limited to, all fees, expenses and commissions paid to investment and other professional advisers;
(r) the reasonable fees and expenses of the members of the Trust's compliance committee (if any) and, subject to the Corporations Law, insurance premiums in respect of any compliance committee member, amounts and other liability incurred by the Responsible Entity in indemnifying any compliance committee member and all other costs and expenses incurred by the Responsible Entity in connection with any compliance committee;
(s) while there is no compliance committee, the reasonable fees and expenses of the external directors of the Responsible Entity and, subject to the Corporations Law, insurance premiums in respect of any external director, amounts and other liability incurred by the Responsible Entity in indemnifying any external director and all other costs, charges, expenses and disbursements incurred by the Responsible Entity in connection with the board of directors of the Responsible Entity carrying out the functions which would otherwise be carried out by a compliance committee; and
(t) reasonable costs, charges, expenses and disbursements in connection with preparing, implementing, amending and auditing the compliance plan for the Trust,

PROVIDED HOWEVER that the Responsible Entity shall not be indemnified, paid or reimbursed for salary and bonuses payable to its own employees or for office accommodation, or secretarial or accounting services provided from its own resources to the Trust.

(2) Nothing in sub-clause 49(1) shall prevent the Responsible Entity from charging any of the costs, charges, expenses and disbursements referred to in that subclause to any person, entity or enterprise in which an investment is made by the Responsible Entity on behalf of the Trust, but nothing in the sub-clause shall be taken to permit the Responsible Entity to recover any costs, charges, expenses and disbursements from the person, entity or enterprise in which the investment is made and also to recover it from the Trust.
(3) Notwithstanding any other provision of this deed to the contrary, the Responsible Entity shall be paid and reimbursed all amounts that it is entitled to be paid or reimbursed under this clause at the date of the cessation or termination of the Trust or the removal or retirement from office of the Responsible Entity.
(4) Notwithstanding any other provision of this deed to the contrary, the Responsible Entity may determine whether an item that it or the Trustee or the Manager is entitled to be paid or reimbursed under this clause is to be deducted from the income or capital of the Trust Fund.
(5) For the avoidance of doubt, the Responsible Entity shall be entitled to be paid or reimbursed under this clause in respect of an issue of Units or options for Units even if it is unsuccessful.
(6) The Trustee and the Manager shall be indemnified and shall be entitled to be paid or reimbursed by the Responsible Entity out of the Trust Fund for all costs,

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charges, fees, expenses, Taxes, losses and damages incurred in acting as trustee and manager respectively of the Trust until the Registration Date in accordance with the terms of this deed as they existed before the Registration Date.

INDEMNITIES LIMITATION OF RESPONSIBILITIES AND LIABILITIES

50 Indemnity

(1) In addition to any indemnity allowed by law, the Responsible Entity is entitled to be indemnified out of the Trust Fund for any expense or liability incurred by it in properly performing or executing any of its powers or duties in relation to the Trust Fund.
(2) To the extent permitted by the Corporations Law, the indemnity under sub-clause 50(1) includes any liability incurred as a result of any act or omission of an agent of the Responsible Entity or any other person engaged by the Responsible Entity.
(3) The indemnity continues to apply after the Responsible Entity retires or is removed from office.
(4) The indemnity that applied to the Trustee and the Manager before the Registration Date shall continue to apply to them after that date.

51 Limitation of Responsibilities and Liabilities

(1) The Responsible Entity shall not be liable to any Unit Holder:
(a) in respect of doing or performing or failing to do or perform any act or thing which, by reason of any provision of any present or future law of the State of Victoria, the Commonwealth of Australia or any State or Territory thereof or of any ordinance, rule, regulation or by-law made pursuant thereto or of any decree, order or judgment of any court of competent jurisdiction, the Responsible Entity is required to do or perform or is hindered, prevented or forbidden from doing or performing;
(b) for or in respect of:
- (i) any payments made by the Responsible Entity in good faith to any duly empowered fiscal authority for taxes, imposts or other charges made upon or in respect of the Trust Fund or with respect to any transaction hereunder;
- (ii) the management of the corporations, trusts or entities in which the Trust Fund or any part thereof is for the time being invested, nor in respect of any vote or action taken or consent given by the Responsible Entity in person by proxy or attorney in relation thereto, and neither the Responsible Entity nor the holder of any such proxy or power of attorney shall incur any liability or responsibility by reason of any error of law or mistake of fact or any matter or thing done or omitted or approval voted or given or withheld by the Responsible Entity or by the holder of such proxy or power of attorney, and the Responsible Entity shall be under no

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liability to anyone with respect to any action taken or caused to be taken or omitted by any such holder of a proxy or power of attorney; or

(iii) any action taken or thing suffered by the Responsible Entity in reliance upon any notice, resolution, direction, consent, certificate, receipt, affidavit, statement, holding out, certificate for stock, plan of re-organisation, request for redemption, application or other paper or document believed by the Responsible Entity to be genuine and to have been possessed, produced, passed, signed or endorsed by the proper parties, where liability, but for this provision would attach by reason solely that such paper or document was not in fact genuine or so possessed, produced, passed, signed or endorsed,

but the Responsible Entity shall act in connection with such transactions in a fiduciary relationship of utmost good faith to Unit Holders; or

(c) for:
(i) the failure of any corporation, trust or other person to carry out any agreement; or
(ii) anything else,

except to the extent liability results from the Responsible Entity's own breach of trust.

(2) The Responsible Entity may act upon the opinion or advice of or information obtained from barristers or solicitors instructed by it or on its behalf and upon any statement of or information obtained from any bankers, accountants, stockbrokers or other persons appointed by it or on its behalf and believed by it in good faith to be expert in relation to the matters upon which they are consulted. The Responsible Entity shall not be liable for anything done or suffered by it in good faith in reliance upon any such opinion, advice, statement or information.
(3) Except insofar as is otherwise expressly provided in this deed, the Responsible Entity shall as regards all the trusts, powers, authorities and discretions vested in it by this deed have absolute and uncontrolled discretion as to the exercise thereof, whether in relation to the manner or as to the mode of and time for the exercise thereof.
(4) The Responsible Entity or any Officer, associate or related body corporate of it may:
(a) be a Unit Holder;
(b) act in any capacity as a representative, delegate or agent of the Responsible Entity or any Unit Holder;
(c) have an interest in or enter into a contract or transaction with:
- (i) the Responsible Entity or an associate or related body corporate of it;
- (ii) any Unit Holder;

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(iii) any other person, including one in which the Trust has invested or proposes to invest or in which the Trust proposes to have any other interest; or
(iv) hold or deal in or have any other interest in any asset of the Trust Fund,

and may retain and shall not be required to account for any benefit derived by doing so.

(5) Nothing in this clause 51, or in clauses 50 and 52, shall be taken to restrict the provision of any statute or rule of law which:
(a) prescribes the circumstances under which the Responsible Entity may obtain relief from breach of trust; or
(b) allows the Responsible Entity any indemnity.
(6) Save and except in the case of the Responsible Entity's own breach of trust, in no event shall the Responsible Entity be bound to make any payment to Unit Holders except out of the Trust Fund or be liable to the Unit Holders to any greater extent than the assets of the Trust Fund vested in or received by the Responsible Entity in accordance with this deed.
(7) Should the Responsible Entity purchase or otherwise acquire any Authorised Investment in regard to which there is a liability, the Responsible Entity will have a right of indemnity out of the Trust Fund in respect of the liability.
(8) The Responsible Entity may whenever it thinks fit, and in the interest of the Unit Holders apply to any court for directions in relation to any question and assent to and approve of or oppose any application to any court made by or at the instance of any Unit Holders.
(9) Nothing in this clause or in clause 50 shall limit the Responsible Entity's duties and obligations under the Corporations Law.

52 Responsible Entity’s Discretion

Without limiting the generality of any other provision of this deed, and notwithstanding any other provision of this deed to the contrary, the Responsible Entity shall be entitled to exercise in such manner as it sees fit having regard to its own interests:

(a) any rights it has in its own right in relation to any corporation, trust or other entity including, but not limited to, the exercise of the right to vote attaching to any share, unit or other security in any corporation, trust or other entity, the sale or disposal of its interest in the corporation, trust or other entity and to otherwise exercise any contractual or other rights in relation thereto;
(b) any rights it has in its own right as the holder of any Units;
(c) any discretion conferred upon it to give or to withhold its agreement to any amendment or replacement of this deed or any deed supplemental hereto;
(d) any discretion conferred upon it to resolve that the Trust is to terminate; and
(e) any discretion conferred upon it to give or to withhold its consent to the continuation of the Trust or to the termination of the Trust.

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ACCOUNTS AND AUDIT

53 Accounts

(1) The Responsible Entity covenants to:
(a) keep or cause to be kept:
- (i) the books of account relating to the Trust; and
- (ii) true accounts in those books of all sums of money received and expended by or on behalf of the Trust and the matters in respect of which each receipt and expenditure takes place and of all sales and purchases of assets of the Trust Fund and of all issues of Units and of the Liabilities of the Trust Fund; and
(b) request:
- (i) the Auditor to examine the books of account relating to the Trust; and
- (ii) the Auditor to report in relation to the Accounts and the Register;
as required under the Corporations Law.
(2) The Responsible Entity covenants to:
(a) keep the books at the Office, and keep those books of account open to the inspection of the Auditor; and
(b) provide to the Auditor such oral or written information, accounts and explanations as the Auditor may require it to provide and as may be necessary for the performance of the duty of the Auditor.
(3) Without in any way relieving the Responsible Entity from its responsibilities under this clause 53, nothing contained in this clause 53 shall be construed as preventing the Responsible Entity from employing at its own expense any person to carry out and perform on its behalf all or any of the accounting functions for which it is responsible under this clause 53.

54 Auditor

(1) A chartered accountant who is a Registered Company Auditor shall be appointed by the Responsible Entity as Auditor and shall hold office subject to the succeeding sub-clauses of this clause 54. The remuneration of the Auditor shall be agreed by the Responsible Entity.
(2) The Auditor may at any time and from time to time be removed by the Responsible Entity and may retire at any time on giving to the Responsible Entity three (3) months notice of intention to retire.
(3) If a Special Resolution is passed requiring that the Auditor be removed then the Responsible Entity shall by notice in writing to the Auditor remove him forthwith.
(4) The Responsible Entity shall fill any vacancy in the office of Auditor howsoever occurring by appointing such other person as would be qualified to be appointed under sub-clause 54(1).

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(5) The Auditor may be the auditor of the Responsible Entity, or of any other trust whether of a similar nature to the trusts of this deed or otherwise, but may not be an Officer (or the partner, employer or employee of an Officer) of the Responsible Entity. The Auditor need not be an individual, but may be a firm of chartered accountants at least one of the members of which is a Registered Company Auditor and is ordinarily resident in a State or Territory of Australia.

NOTICES

55 Notices to Unit Holders

(1) A notice may be given under this deed to any Unit Holder personally by leaving it at his address appearing in the Register or by sending it addressed to the Unit Holder at such address by ordinary prepaid post, or if that address is outside Australia by airmail prepaid post, or in any other way permitted under the Corporations Law.
(2) Any notice sent by post will be deemed to have been served at the expiration of two (2) days after posting, and in proving service it will be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and posted.
(3) The signature to any notice to be given by the Responsible Entity may be written or printed.
(4) Subject to the Corporations Law, where a given number of days' notice or notice extending over any other period is required to be given, neither the day on which the notice is deemed to have been received nor the day of service of the notice shall be reckoned in the number of days or other period.
(5) Every person who by operation of law, transfer or other means whatsoever becomes entitled to any Units shall be bound by every notice which prior to his name and address being entered in the Register in respect of the Units has been duly given to the person from whom he derives his title to the Units.
(6) Any notice or document delivered or sent by post to or left at the address of any Unit Holder in pursuance of the provisions of this deed will (notwithstanding that the Unit Holder is then deceased and whether or not the Responsible Entity has notice of his death) be deemed to have been duly served in respect of his Units whether held by him solely or jointly with another person or persons, until some other person shall be registered in his stead as the holder or joint holder thereof.

COMPLAINTS

56 Complaints by Unit Holders

(1) If a Unit Holder notifies the Responsible Entity in writing of a complaint it has alleging it has suffered a loss due to a breach of this deed or the Corporations Law by the Responsible Entity, the Responsible Entity:
(a) shall acknowledge in writing receipt of the complaint as soon as reasonably practicable and in any event within 14 days from receipt;

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(b) shall ensure that the complaint receives proper consideration resulting in a determination by a person or body designated by the Responsible Entity as appropriate to handle complaints, as soon as reasonably practicable and in any event within 30 days from receipt of the complaint;
(c) shall notify the Unit Holder in writing of the determination in relation to the complaint, the remedies (if any) available to the Unit Holder and any further avenue for complaint, within 14 days from the determination having been made.
(2) The Responsible Entity may in its discretion give one or more of the following remedies to the complainant:
(a) Information and explanation regarding the circumstances giving rise to the complaint.
(b) An apology.
(c) Compensation for loss incurred by the complainant as a direct result of the breach complained of.
(3) The Responsible Entity and the Unit Holder shall co-operate to ensure that these procedures are carried out effectively and expeditiously.

ALTERATIONS TO THIS DEED

57 Amendment to Deed

Subject to the Corporations Law, the Responsible Entity may modify this deed, or repeal and replace it.

58 Amendment in Consequence of Statutory Amendment

The shall take all reasonable steps necessary to cause this deed to be amended from time to time to comply with a requirement of any law but if the Responsible Entity is of the opinion that as a result of such requirement the assets of the Trust Fund or any part thereof are to be invested or deposited otherwise than freely in accordance with the discretions given to the Responsible Entity hereunder then the Responsible Entity may in its absolute and unfettered discretion resolve that the Trust is to terminate and upon it so resolving it shall terminate and be wound up in accordance with clause 64.

OBLIGATIONS AND RIGHTS OF UNIT HOLDERS

59 Unit Holders Bound by Deed

The terms and conditions of this deed are binding on the Responsible Entity and each Unit Holder and all persons claiming through them respectively and as if each Unit Holder had been party to and had executed this deed.

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60 Limitation of Liability of Unit Holders

(1) Subject to clause 65, no Unit Holder is, by reason alone of being a Unit Holder or by reason alone of the relationship created with the Responsible Entity, under any personal obligation to indemnify the Responsible Entity or any creditor of it in the event of there being any deficiency of the assets of the Trust Fund as compared with the liabilities to be met therefrom, and the rights (if any) of the Responsible Entity or of the creditor to seek indemnity are limited to having recourse to the Trust Fund and do not extend to a Unit Holder personally in his capacity as a Unit Holder.
(2) Subject to clause 65, the Responsible Entity covenants with the intent that the benefit of this covenant shall enure to the Unit Holders jointly and to each of them severally, that it will not make any claim upon, or take any action or legal proceedings against, any Unit Holder (in his capacity as a Unit Holder) in the event of there being that deficiency, and if the Responsible Entity in any action against a Unit Holder pleads or claims in breach of this clause 60, the Unit Holder may plead this clause as an absolute bar to the pleading or claim.
(3) Nothing in this clause shall relieve a Unit Holder from any obligation to pay up any unpaid issue price due in respect of a Partly Paid Unit.

61 Inspection of Deed

A copy of this deed together with copies of all modifications hereto (if any) shall at all times during usual business hours be made available by the Responsible Entity at the Office and each Branch Office for inspection by Unit Holders who shall be entitled to receive from the Responsible Entity a copy of this deed and every modification on payment to the Responsible Entity of such sum not exceeding $30.00 as the Responsible Entity may from time to time prescribe or such other fee as the Responsible Entity may lawfully impose.

PERIOD OF THE TRUST AND WINDING UP OF THE TRUST

62 Period of Trust

The Trust created by these presents shall be deemed to have commenced on the date of this deed and shall continue subject to earlier termination as herein or by law provided.

63 Termination of Trust

The term of the Trust ends on the earlier of:

(1) the date determined by an Extraordinary Resolution of Unit Holders at a meeting of the Trust, convened by the Responsible Entity in accordance with clause 27; and
(2) the date on which the Trust is terminated under this deed or by law.

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64 Procedure on Termination

Upon the termination of the Trust for whatever reason:

(a) the Responsible Entity shall as soon as practicable after termination give to each Unit Holder notice of termination and of the intention of the Responsible Entity to distribute the assets of the Trust Fund;
(b) the Responsible Entity shall sell, call in and convert into money the assets of the Trust Fund as soon as practicable after termination and, subject to paragraph (d) of this clause, the Responsible Entity shall divide the proceeds of sale, less all proper costs, charges and expenses, to which the Responsible Entity is entitled under this deed amongst the Unit Holders in accordance with paragraph (c) of this clause and pay the amount so divided to such Unit Holders as soon as is practicably possible subject to the execution by such Unit Holders in favour of the Responsible Entity of such release as may reasonably be required by the Responsible Entity and the delivery to the Responsible Entity (or to such person as it appoints) of such evidence as the Responsible Entity may reasonably require to show that the Units are held by such Unit Holders respectively;
(c) the Responsible Entity shall distribute all amounts due to be distributed to Unit Holders under this clause in proportion to their respective Proportional Holdings at a date nominated by the Responsible Entity;
(d) the Responsible Entity may retain in its hands or under its control for so long as it thinks fit such part of the assets of the Trust Fund as in its opinion may be required to meet any outgoings or liabilities (actual or contingent) in respect of the Trust PROVIDED THAT any part of the assets of the Trust Fund so retained to the extent that it is ultimately found not to be so required shall remain subject to the relevant trust for conversion and distribution contained in paragraph (b) of this clause; and
(e) the Responsible Entity may postpone the sale, calling in or conversion into money of the assets of the Trust Fund for such time as it thinks desirable in the interests of the Unit Holders and shall not be responsible for any loss attributable to such postponement.

TAXATION

65 Taxation Liability

(1) In this clause:
"Relevant Person" means a person who at any time is, was or becomes a Unit Holder and his heirs, personal representatives or successors;

"Taxation Amount" means, in relation to a Relevant Person:

(a) an amount of Tax referable to that Relevant Person including an amount of Tax imposed on account of or in respect of that Relevant Person, a sum paid or payable to that Relevant Person or a Unit registered in the name of or transferred to or by that Relevant Person; and
(b) an amount of Tax which that Relevant Person is primarily liable to pay;

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(c) an amount charged by a person intended bona fide to reimburse that person for an amount of Tax referred to in paragraph (a) or (b) which is paid or payable by that person.
(2) The Responsible Entity may deduct or require to be deducted from any amount otherwise payable to or to be applied in respect of a Relevant Person an amount equal to the Taxation Amount of that Relevant Person which is payable or anticipated to become payable by the Responsible Entity on its own account or out of the Trust Fund.
(3) Amounts deducted under sub-clause 65(2) shall be applied in:
(a) payment of the Taxation Amount to the person or authority entitled thereto;
(b) reimbursement of the Responsible Entity for any corresponding amount paid from its own funds; or
(c) payment to the Relevant Person of any amount deducted pursuant to subclause 65(2) which is not required for the purposes of paragraphs (a) or (b) of this sub-clause

and pending such application shall form part of the Trust Fund.

(4) Save to the extent to which the relevant Taxation Amount has been deducted pursuant to sub-clause 65(2):
(a) the Responsible Entity on its own account shall be entitled to be indemnified by each Relevant Person for the Taxation Amount of that Relevant Person paid by the Responsible Entity; and
(b) the Responsible Entity on account of the Trust Fund shall be entitled to be indemnified by each Relevant Person for the Taxation Amount of that Relevant Person paid out of the Trust Fund, and for the amount of any reimbursement of a Taxation Amount paid to the Responsible Entity pursuant to paragraph (a).
(5) The Responsible Entity on its own account and on account of the Trust Fund shall be entitled to be paid by the Relevant Person interest at the Benchmark Rate for the Financial Year preceding the Financial Year in which the interest is to be calculated, on a daily basis on the amount outstanding for which it is entitled to be indemnified.
(6) If the Responsible Entity on its own account or on account of the Trust Fund becomes entitled to be indemnified pursuant to sub-clause 65(4), the Responsible Entity may deduct or require to be deducted from any amount otherwise payable to or to be applied in respect of the Relevant Person the amount for which it or the Trust Fund is entitled to be indemnified (together with interest thereon pursuant to sub-clause 65(5)) and apply such amount on account of such interest and right of indemnity.
(7) The Responsible Entity may, by notice in writing to a Relevant Person, require the Relevant Person within fourteen (14) days of service of such notice to furnish in writing to the Responsible Entity such particulars regarding the Relevant Person or his holding of Units or any other matter in connection therewith as may be specified in the notice, being particulars which are required by the Responsible Entity to enable the Responsible Entity to determine whether there exists or may in the future exist a Taxation Amount in relation to that Relevant Person and that

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Relevant Person shall furnish such particulars within fourteen (14) days of such notice. Such notice shall contain a warning as to the possible consequences of the Relevant Person not complying with it.

(8) If any particular furnished to the Responsible Entity pursuant to sub-clause 65(7) ceases to be correct for any reason, it shall be the duty of the Relevant Person who furnished such particular, if he is a Unit Holder at the time such particular ceases to be correct, promptly to notify the Responsible Entity, as the case may be, of the fact that such particular is no longer correct, and to furnish to the Responsible Entity such particulars as are, at the time of such notification, correct in lieu of the particular which has ceased to be correct.
(9) If a Relevant Person fails to provide a particular specified in a notice in accordance with sub-clause 65(7) or which he is required to provide pursuant to sub-clause 65(8), the Responsible Entity shall be entitled to make such assumption as to the particular, as it thinks necessary in order to protect the Trust Fund from the risk of having to bear the Taxation Amount, and the Relevant Person shall have no claim against the Responsible Entity or the Trust Fund for any loss suffered as a result of such assumption being incorrect.
(10) Without limiting the preceding provisions of this clause, the Responsible Entity on its own account and on account of the Trust Fund shall be entitled to be indemnified by any person who supplies an incorrect particular pursuant to subclause 65(7) or who fails to notify the Responsible Entity pursuant to sub-clause 65(8) that a particular has ceased to be correct, for any loss suffered as a result of the Responsible Entity acting on the basis of the incorrect particular. The Responsible Entity on its own account and on account of the Trust Fund shall be entitled to be so indemnified irrespective of whether the relevant particular was furnished or notified to the Responsible Entity.
(11) If the Responsible Entity or the Trust Fund shall be entitled to be indemnified pursuant to sub-clause 65(10), the provisions of sub-clause 65(6) shall, mutatis mutandis, apply.
(12) Nothing herein contained shall prejudice or affect any right or remedy which any other clause of this deed or any law may confer or purport to confer on the Responsible Entity.

GENERAL

66 Payments to Unit Holders

(1) Any money payable by the Responsible Entity to a Unit Holder under the provisions of this deed may be paid by cheque that is crossed "not negotiable" and is made payable to the Unit Holder or bearer and may be given or sent through the post to the Unit Holder or may be credited to a bank account held in the name of the Unit Holder and nominated by the Unit Holder. Payment of every cheque, if duly presented and paid, will be a satisfaction of the money payable and will be good discharge to the Responsible Entity.
(2) If the Responsible Entity decides that payments will be made by electronic transfer into an account nominated by a Unit Holder, but no such account is nominated by the Unit Holder or an electronic transfer into a nominated account is

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rejected or refunded, the Responsible Entity may credit the amount payable to an account of the Responsible Entity to be held until the Unit Holder nominates a valid account.

(3) Where a Unit Holder does not have a registered address or the Responsible Entity believes that a Unit Holder is not known at the Unit Holder’s registered address, the Responsible Entity may credit an amount payable in respect of the Unit Holder’s Units to an account of the Responsible Entity to be held until the Unit Holder claims the amount payable or nominates an account into which a payment may be made.
(4) An amount credited to an account under paragraph (2) or paragraph (3) is to be treated as having been paid to the Unit Holder at the time it is credited to that account. The Responsible Entity will not be a trustee of the money and no interest will accrue on the money.

67 Law Applicable

This deed shall be construed in accordance with and governed by the laws of the State of Victoria and the Responsible Entity, each Unit Holder and every person claiming through or under them hereby submits or shall be deemed to have submitted to the jurisdiction of the Courts of that State including any Courts having appellate jurisdiction therefrom.

68 Severance

(1) If a provision of this deed is void or voidable or unenforceable or illegal, but would not be void or voidable or unenforceable or illegal if it were read down and it is capable of being read down, it shall be read down accordingly.
(2) If notwithstanding sub-clause (1) a provision of this deed is still void or voidable or unenforceable or illegal:
(3) if the provision would not be void or voidable or unenforceable or illegal if a word or words were omitted, that word or those words are hereby severed; and
(4) in any other case, the whole provision is hereby severed and the remainder of this deed has full force and effect.

STAPLING

69 Further Interpretation

(1) In the deed and any schedules or annexures the following expressions shall, unless the context otherwise requires, have the following meanings:

"Combined Benchmark Amount" at the end of a Financial Year means the amount calculated as follows:

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where:

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A is the aggregate amount of the issue price on all new Stapled Securities or options for Stapled Securities that is paid during the Financial Year increased in the case of each amount paid at a daily rate equivalent to the Benchmark Rate for the Financial Year for each day in the period from the date of payment until the end of the Financial Year;
B is:
(a) if the Financial Year is the first Financial Year, nil; and
(b) in any other case, the Combined Benchmark Amount at the end of the immediately preceding Financial Year;
C is the Benchmark Rate for the Financial Year; and
D is the number of days in the Financial Year.

"Combined Net Accumulated Asset Value" on a particular day ("the relevant day") means the aggregate of the Net Accumulated Asset Value of the Trust Fund and the Net Accumulated Asset Value of the Company on the relevant day;

"Combined Net Asset Value" on a particular day ("the relevant day") means the aggregate of the Net Asset Value of the Trust Fund and the Net Asset Value of the Company on the relevant day;

"Company" means Australian Infrastructure Fund Ltd ACN 063 935 553;

"Company Valuation Register" means the valuation register of assets of the Company maintained pursuant to clause 77;

"Gross Asset Value of the Company" on a particular day ("the relevant day") means the aggregate of:

(a) all cash held by or on behalf of the Company on the relevant day;
(b) the total value as shown in the Company Valuation Register on the relevant day of all assets of the Company;
(c) to the extent not included in paragraph (b), the total debts owing to the Company on the relevant day less a provision determined by the Responsible Entity for bad or doubtful debts;
(d) total expenses of the Company which have been prepaid on the relevant day; and
(e) any other amounts which, in the opinion of the Responsible Entity, should be included in the aggregate for the purpose of making a fair and reasonable determination of the gross asset value of the Company,

determined in accordance with applicable accounting standards and practices but does not include any part of the issue price of a Share which on the relevant day is outstanding to be paid;

"Liabilities of the Company" on a particular day ("the relevant day") include borrowings, debts and other obligations in existence on the relevant day which were entered into or incurred by the Company and are repayable or payable by the Company and the liability of the Company as drawer or acceptor of bills of exchange in existence on the relevant day and all amounts which are owing or may on the relevant day have accrued to the Responsible Entity, the Trustee or the Manager or any other person in respect of any fee, reimbursement or other outgoing for which the Company is liable on the relevant day and any other

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amount required to meet liabilities or other expenditure which in the opinion of the Responsible Entity should be taken into

account in determining the liabilities of the Company including without limitation any provision for Tax which will or is likely to become payable, as to all of which are determined in accordance with applicable accounting standards and practices;

"Net Accumulated Asset Value of the Company" on a particular day ("the relevant day") means the Net Asset Value of the Company on the relevant day plus the aggregate of the amount of all money and the market value (at the time of the distribution or transfer) of all other property paid, distributed or transferred by the Company (whether income or capital) to its shareholders or any of them (other than any payment or distribution to a shareholder for valuable consideration which the shareholder would have received whether it held shares in the Company or not) on or at any time before the relevant day;

"Net Asset Value of the Company" on a particular day ("the relevant day") means the Gross Asset Value of the Company less the Liabilities of the Company on the relevant day;

"Share" means a share in the capital of the Company;

"stapled" means in the context of a Unit and a Share, the rights and obligations created to ensure that both are and remain joined or linked together so that one may not be traded without the other, and "stapling" shall have a corresponding meaning;

"Stapled Security" means one Unit and one Share which are or are deemed to be stapled together and a Stapled Security of the same class as a Unit or Share means a Stapled Security comprising a Unit of the same class or a Share of the same class (as the case may be);

"Stapling Agreement" means the agreement dated 24 January 1997 between the Manager, the Trustee and the Company relating to the stapling of Units and Shares and other matters or the agreement which repeals and replaces that agreement, whichever is relevant, as amended from time to time.

(2) Notwithstanding anything else herein contained to the contrary, whilst Stapled Securities exist, the Market Price of a Unit on a particular day ("the relevant day") shall be:
(a) 85% of the Market Price of a Stapled Security of the same class on the relevant day; or
(b) if in the Responsible Entity's opinion a determination under paragraph (a) would not provide a fair reflection of the current market value of the Unit, such price per Unit as a Qualified Valuer, at the request of the Responsible Entity, determines to be the market value of the Unit on the relevant day.
(3) Notwithstanding the stapling of a Unit to a Share and the inability to deal with the Unit and the Share separately from each other, the Unit shall for the purposes of this deed be considered to be listed for quotation on a stock market if it and the Share are listed for quotation on the stock market as a Stapled Security.
(4) The Responsible Entity shall, in its capacity as Responsible Entity and on behalf of this Trust, (and whether solely in that capacity or in that capacity and any other capacity) have the power to enter into the Stapling Agreement and any agreement

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to amend or terminate the Stapling Agreement on such terms and conditions as it considers to be appropriate.

70 Authorised Investments in Company

Notwithstanding anything else herein contained to the contrary:

(a) the Trust Fund may also be lent to or otherwise invested from time to time in the Company provided that at the time of making the investment Units and Shares are stapled together; and
(b) whilst Stapled Securities exist:
(i) paragraph 39(2)(c) shall not apply; and
(ii) until the Responsible Entity otherwise determines, the Responsible Entity shall ensure that the aggregate amount invested by it from the Trust Fund and by the Company in any one entity shall not exceed 40% of the Combined Net Asset Value at the time the last investment in the entity is made.

71 Remuneration

Notwithstanding anything else herein contained to the contrary, whilst Stapled Securities exist, the Responsible Entity shall not be remunerated in accordance with clause 48, but rather the following provisions shall apply:

(a) The Responsible Entity shall be remunerated out of the Trust Fund for its services in acting as Responsible Entity of this Trust on and from the Registration Date as follows:
(i) In respect of the year ending on or before 31 December 2007, the Responsible Entity shall be paid a base fee calculated at the rate of 1% per annum of the Combined Net Asset Value and apportioned as follows:
- (A) If the Net Asset Value of the Trust Fund is a negative amount, no base fee shall be paid out of the Trust Fund.
- (B) If each of the Net Asset Value of the Trust Fund and Net Asset Value of the Company is a positive amount, a proportion of the base fee shall be paid out of the Trust Fund equal to the proportion the Net Asset Value of the Trust Fund bears to the Combined Net Asset Value.
- (C) If the Net Asset Value of the Trust Fund is a positive amount and the Net Asset Value of the Company is a negative amount, all of the base fee shall be paid out of the Trust Fund.

This fee shall accrue daily on and from the Registration Date and shall be paid monthly in arrears within 21 days from the end of each month. For the purposes of calculating the fee for a month and the amount of it which is payable out of the Trust Fund, the Combined Net Asset Value and the Net Asset Value of the Trust Fund as at the end of the previous month shall be used.

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(ii) In respect of each month commencing on or after 1 January 2008, the Responsible Entity shall be paid a base fee of:

(1% x (VWAP on the first day after the end of the relevant Period x the number of Stapled Securities on issue on the last day of the relevant Period) divided by 12),

where:

VWAP means the volume weighted average traded price for sales on ASX of Stapled Securities over the 20 Business Days prior to the date of calculation, whether or not a trade was recorded on any particular day.

This fee shall accrue daily on and from 1 January 2008 and shall be paid monthly in arrears within 21 days from the end of each month.

If a base fee is payable in respect of any Period, then it will be apportioned between Group members as follows:

(A) if, on the last day of the Period, there are no Group members other than the Trust, then 100% of the base fee for that Period will be paid out of the assets of the Trust;
(B) if, on the last day of the Period to which the base fee relates, the Net Asset Value of one (but not more than one) of the Group members is a positive amount, then 100% of the base fee will be paid out of the assets of that Group member;
(C) if, on the last day of the Period to which the base fee relates, the Net Asset Values of more than one of the Group members is a positive amount, then an amount equal in aggregate to 100% of the base fee will be paid out of the assets of those Group members in the proportions to which their respective Net Asset Values bear to the aggregate of them; and
(D) if, on the last day of the Period to which the base fee relates, the Net Asset Value of none of the Group members is a positive amount, then the Group members will pay an amount equal to 100% of the base fee out of their respective assets in the proportions to which their respective Gross Asset Values bear to the aggregate of them.
(iii) In respect of each Financial Year ending on or before 30 June 2007, the Responsible Entity shall be paid a performance fee equal to 10% of the amount (if any) by which the Combined Net Accumulated Asset Value exceeds the Combined Benchmark Amount at the end of each Financial Year ending on or after the Registration Date calculated and apportioned as follows:

==> picture [77 x 22] intentionally omitted <==

where:

A is the amount of the Combined Net Accumulated Asset Value at the end of the Financial Year;
B is the Combined Benchmark Amount at the end of the Financial Year; and

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C is the number of days in the Financial Year.

If at the end of a Financial Year the Net Accumulated Asset Value of the Trust Fund is a negative amount, no performance fee for that Financial Year shall be paid out of the Trust Fund. If at the end of a Financial Year each of the Net Accumulated Asset Value of the Trust Fund and the Net Accumulated Asset Value of the Company is a positive amount, a proportion of the performance fee for that Financial Year shall be paid out of the Trust Fund equal to the proportion the Net Accumulated Asset Value of the Trust Fund bears to the Combined Net Accumulated Asset Value at the end of the Financial Year. If the Net Accumulated Asset Value of the Trust Fund is a positive amount and the Net Accumulated Asset Value of the Company is a negative amount, all of the performance fee shall be paid out of the Trust Fund. The Responsible Entity's performance fee in respect of any Financial Year shall be paid to the Responsible Entity within 3 months from the end of the Financial Year.

(iv) In respect of each Financial Year commencing on or after 1 July 2007, the Responsible Entity shall be paid a performance fee (such performance fee in respect of any financial year to be paid to the Responsible Entity within 3 months from the end of that financial year) calculated and payable as follows:

The performance fee equals 10% of the Fund Return for a Period above the Benchmark Return for the Period (calculated as set out below). If the Fund Return for a Period is less than the Benchmark return for that Period, the amount of the deficit (“Previous Shortfall” as defined below) is carried forward and taken into account in calculating whether the Fund Return exceeds the Benchmark Return in subsequent Periods.

The Performance Fee for each Period is the greater of:

(a) $0; and

(b) 10% x (Fund Return – Benchmark Return – Previous Shortfall), where

Fund Return for a Period equals

==> picture [80 x 26] intentionally omitted <==

where,

M1 means the VWAP on the first day after the end of the previous Period x the number of Stapled Securities on issue on the last day of the Previous Period.

M2 means the VWAP on the first day after the end of the current Period x the number of Stapled Securities on issue on the last day of the current Period.

MS1 means the movement in the Securities Index over the relevant Period expressed as a fraction, where:

(A) the numerator is the average closing value of this index over the last 20 Business Days of the Period minus the average closing value of this index over the last 20 Business Days of the previous

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Period; and

(B) the denominator is the average closing value of this index over the last 20 Business Days of the previous Period.

Benchmark Return for a Period equals:

==> picture [80 x 26] intentionally omitted <==

where,

M1 means the VWAP on the first day after the end of the previous Period x the number of Stapled Securities on issue on the last day of the Previous Period.

M2 means the VWAP on the first day after the end of the current Period x the number of Stapled Securities on issue on the last day of the current Period.

MS1 means the movement in the Benchmark Index over the relevant Period expressed as a fraction, where:

(A) the numerator is the average closing value of this index over the last 20 Business Days of the Period minus the average closing value of this index over the last 20 Business Days of the previous Period; and
(B) the denominator is the average closing value of this index over the last 20 Business Days of the previous Period.

Previous Shortfall means:

(a) for the first Period (ending 30 June 2008), $0;
(b) for the second Period, the amount (if any) by which the Fund Return for the first Period was less than the Benchmark Return for the first Period; and
(c) for each subsequent Period, the amount (if any) by which:
(1) the Fund Return for the immediately previous Period; minus
(2) the Benchmark Return for that immediately previous Period; minus
(3) the Previous Shortfall applicable to that immediately previous Period,

produces an amount which is less than $0.

(v)
In this clause 71:

Approved Valuer means a valuer appointed by the Responsible Entity.

Benchmark Index means S&P/ASX 200 Industrials Accumulation Index (or such other equivalent index as may replace that index from time to time, as determined by an Approved Valuer) as reported by Bloomberg (or such other appropriate reporting agency as may be selected from time to time by an Approved Valuer).

Group means the Trust and any entities whose securities are Stapled to Units in the Trust.

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Period means:

(a) in relation to the base fee,
(1) subject to paragraph (a)(2) below, each one month period commencing on the first day of the relevant month; and
(2) in the case of the last period, the period which ends on the date of termination of the Trust or the date on which the Trustee ceases to be responsible entity of the Trust (whichever occurs first).

(b) in relation to the performance fee, a Financial Year.

Security Holder means the holder of Stapled Securities.

Securities Index is the accumulation index for the Group which calculates the accumulated total return received by Security Holders, including all distributions from 1 July 2007. It will be specifically calculated for the Group by an Approved Valuer. The opening value of the Securities Index will be one. The value of the Securities Index at any particular time subsequently will be:

==> picture [53 x 26] intentionally omitted <==

where:

TP means the price at which Stapled Securities were most recently traded on ASX (excluding any special crossings or other trades which the Approved Valuer considers have not occurred in the ordinary course of trading).

A means the number (or fractions of numbers) of Stapled Securities which would notionally have been issued if each distribution in respect of a Stapled Security (and any other Stapled Securities (or fractions of Stapled Securities) issued pursuant to the reinvestment of distributions prior to the distribution in question) was reinvested at the closing price of Stapled Securities on the date of payment of the relevant distribution.

IP means the price at which Stapled Securities were last traded on ASX on 29 June 2007 (excluding any special crossings or other trades which the Approved Valuer considers have not occurred in the ordinary course of trading).

In the case of any bonus issues, security splits or consolidations, or other reconstructions, the value of TP and IP will be adjusted to take into account these changes as the Approved Valuer considers appropriate.

(vi) The Performance Fees calculated pursuant to this clause represent the aggregate performance fees payable to the Responsible Entity by the Group in respect of the performance by the Responsible Entity of its duties in relation to the Group members.

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(vii) If a Performance Fee is payable in respect of any Period, then it will be apportioned between the Group members as follows:
- (a) if, on the last day of the Period, there are no Group members other than the Trust, then 100% of any Performance Fee for that Period will be paid out of the assets of the Trust;
- (b) if, on the last day of the Period to which the Performance Fee relates, the Net Asset Value of one (but not more than one) of the Group members is a positive amount, then 100% of the Performance Fee will be paid out of the assets of that Group Member.
- (c) if, on the last day of the Period to which the Performance Fee relates, the Net Asset Values of more than one of the Group members is a positive amount, then an amount equal in aggregate to 100% of the Performance Fee will be paid out of the assets of those Group members in the proportions which their Net Asset Values bear to each other; and
- (d) if, on the last day of the Period to which the Performance Fee relates, the Net Asset Value of none of the Group members is a positive amount, then the Group members will pay an amount equal to 100% of the Performance Fee out of their respective assets in the proportions which their Gross Asset Values bear to each other.
(b) Notwithstanding any other provision of this deed to the contrary:
(i) The Responsible Entity shall be paid all amounts that have accrued to it or which it is entitled to be paid under this clause at the date of the cessation or termination of the Trust or the removal or retirement of the Responsible Entity from office (as the case may be) and it shall not be obliged to repay any amount that it has been paid under this clause;
(ii) If a performance fee under this clause 71 in respect of the first Financial Year ending on or after the Registration Date becomes payable to the Responsible Entity, the performance fee shall be apportioned between each person acting as Responsible Entity of this Trust and each person acting as Manager of this Trust during the Financial Year according to the proportion of the Financial Year each such person was so acting and the Responsible Entity shall pay out of the Trust Fund to each such person its proportional share of the performance fee which is payable out of the Trust Fund when it is due for payment to the Responsible Entity under this clause.
(iii) If a performance fee under this clause 71 in respect of a Financial Year after the first Financial Year ending on or after the Registration Date becomes payable to the Responsible Entity and if during the Financial Year there has been one or more changes of Responsible Entity, the performance fee shall be apportioned between each person acting as Responsible Entity of this Trust during the Financial Year according to the proportion of the Financial Year each such person was so acting and the Responsible Entity shall pay out of the Trust Fund to each such person its proportional share of the performance fee which is payable out of the Trust

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Fund when it is due for payment to the Responsible Entity under this clause.

(iv) In respect of each Financial Year commencing on or after 1 July 2007, subject to the Corporations Act and Listing Rules, and compliance with any prevailing laws or regulations and while stapling exists, the Company may require the Responsible Entity to accept up to 100% of the Performance Fee (including any interest thereon) in the form of Stapled Securities. The Company must notify the Responsible Entity in writing within 20 Business Days after the end of the Period if the Company wishes to pay all or part of the Performance Fee in the form of Stapled Securities in accordance with this clause. Such notice must specify how much of the Performance Fee the Company wishes to pay in Stapled Securities. The number of Stapled Securities to be issued is to be calculated by dividing the amount of the Performance Fee (and any interest) to be paid in Stapled Securities by the VWAP on the day which is two Business Days prior to the date of the issue of those Stapled Securities (that VWAP being the issue price of those Stapled Securities and 85% of that VWAP being the issue price of the relevant Units).

72 Reimbursement of Stapling Expenses

(1) In addition to the expenses which they are entitled to recover elsewhere under this deed, the Responsible Entity shall be indemnified and shall be entitled to be paid or reimbursed out of the Trust Fund for all costs, charges, fees, expenses, Taxes, losses and damages incurred by it due to Units being or being required to be stapled to Shares or Shares being or being required to be stapled to Units or arising in relation to the establishment or restructure of the Company in anticipation of Units being stapled to Shares or, whilst Units are stapled to Shares, in relation to the administration, operation or management of the Company or any issue, offer or invitation of any Stapled Securities or Shares including, without limitation, all:
(a) legal fees, audit fees, accounting fees and all other fees, costs, charges and disbursements payable to advisers employed for the purpose of advising the Responsible Entity or the Company with respect to the business or administration of the Company including, but not limited to, legal fees and other fees and charges payable to advisers appointed by it to:
- (i) document the completion or establishment of any investment or the disposal of any investment for the Company; or
- (ii) provide taxation advice relating to the Company or to assist the Company in the preparation of any tax return relating to the Company;
(b) filing fees, statutory charges and other fees of a similar nature;
(c) fees and out of pocket expenses and other disbursements properly paid or payable to non-executive directors of the Company;
(d) costs, charges, expenses and disbursements incurred in or in connection with the convening and holding of any meeting of shareholders of the

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Company and in or in connection with carrying out any directions or resolutions of any such meeting;

(e) the reasonable fees and expenses of the auditor of the Company;
(f)
stamp duty on cheques (if any);
(g) bank fees and other charges (including but not being limited to Bank Accounts Debits Tax and charges in respect of Financial Institutions Duty) incurred in connection with the keeping of or the transaction of business on the bank or ledger accounts of the Company;
(h) the costs of printing certificates for Stapled Securities or Shares, accounts, cheques, distribution statements, reports, audit reports, notices of meeting and other documents required to be circulated amongst or sent out to shareholders of the Company;
(i) the costs of postage of all certificates for Stapled Securities or Shares, cheques, accounts, distribution statements, reports, audit reports, notices of meeting and other documents required to be circulated amongst or sent out to shareholders of the Company;
(j) Tax and amounts in reimbursement of any Tax properly charged or assessed to or payable by the Company (whether by any taxing authority or any other person) on any account whatsoever PROVIDED ALWAYS that this paragraph shall not impose on the Responsible Entity any obligation (save where otherwise in this deed or by law imposed ) to pay such Tax;
(k) the costs of establishing and maintaining any register of the Company under the Corporations Law or the articles of association of the Company;
(l) the costs, charges, expenses and disbursements and all out of pocket expenses and outgoings incurred in:
(i) establishing the Company; and
(ii) issuing Stapled Securities or Shares or otherwise arising out of any offer for the subscription or issue of Stapled Securities or Shares, and whether by a public offer or by private placement or otherwise howsoever,

including, but not limited to, all costs and expenses of and incidental to the admission of the Company to the official list of the Exchange, the listing for quotation of Stapled Securities or Shares or options for Stapled Securities or Shares, the maintaining of the Company on the official list or the ability to trade any Stapled Securities or Shares or options for Stapled Securities or Shares, the removal or suspension of the Company or its securities by the Exchange, the obtaining of any necessary approval of the Commission and all legal, accounting, valuation, listing, underwriting and procuration fees, commission, brokerage, printing and marketing fees, all fees paid to investment and other professional advisers, and all travel and accommodation costs relating to any of those matters specified in subparagraphs (i) and (ii);

(m) the reasonable fees and expenses of any custodian appointed by the Company to hold any of the assets of the Company;

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(n) the costs, charges, expenses and disbursements of developing, preparing, printing and postage of any report, notice, circular or statement to shareholders of the Company concerning or relating to the activities of the Company, including but not limited to, any report, notice, circular or statement relating to the availability of Stapled Securities or Shares for subscription, the performance or prospects of the Company or any actual or prospective investment of the Company;
(o) amounts which the Responsible Entity has paid or reimbursed or is required to pay or reimburse the Company under the Stapling Agreement;
(p) other costs, charges, expenses and disbursements incurred by or on behalf of the Responsible Entity relating to the Company including, but not limited to, all costs, charges, expenses and disbursements relating to the making and disposal of investments on behalf of the Company including, but not limited to, all fees, expenses and commissions paid to investment and other professional advisers;
(q) the costs of effecting all insurance the Company is required to effect by law and all insurance for the Company and its directors and other officers which is in accordance with good commercial practice; and
(r) amounts and other liability incurred by the Company in indemnifying any person (including, without limitation, any director or other officer of the Company) pursuant to its articles of association for the time being,

PROVIDED HOWEVER that the Responsible Entity shall not be indemnified, paid or reimbursed for office accommodation, or secretarial or accounting services provided from its own resources to the Company.

(2) Nothing in sub-clause 72(1) shall prevent the Responsible Entity from charging any of the costs, charges, expenses and disbursements referred to in that subclause to any person, entity or enterprise in which an investment is made by the Company but nothing in the sub-clause shall be taken to permit the Responsible Entity to recover any costs, charges, expenses and disbursements from the person, entity or enterprise in which the investment is made and also to recover it from the Trust.
(3) Notwithstanding any other provision of this deed to the contrary, the Responsible Entity shall be paid and reimbursed all amounts that it is entitled to be paid or reimbursed under this clause at the date of the cessation or termination of the Trust or the removal or retirement from office of the Responsible Entity.
(4) Notwithstanding any other provision of this deed to the contrary, the Responsible Entity may determine whether an item that it or the Trustee or the Manager is entitled to be paid or reimbursed under this clause is to be deducted from the income or capital of the Trust Fund.
(5) For the avoidance of doubt, the Responsible Entity shall be entitled to be paid or reimbursed under this clause in respect of an issue of Stapled Securities or Shares or options for Stapled Securities or Shares even if it is unsuccessful.

73 Dealings in Stapled Securities

(1) The Manager shall as soon as practicable after the issue to it of the 100 Units referred to in clause 5, subscribe for or otherwise acquire 100 Shares and use all

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reasonable endeavours to procure the issue to it of those Shares, and upon their issue each of the 100 Units shall be deemed to be stapled to one of those 100 Shares.

(2) Apart from the 100 Units referred to in clause 5 and notwithstanding sub-clause 6(1), no Unit shall be issued unless at or about the same time a Share is issued to the same person, and the respective proportions of the issue price of the Unit and the Share to be paid on issue are the same and the respective classes of the Units and the Shares are in the opinion of the Responsible Entity the same or equivalent, and upon their issue such Unit and Share shall be deemed to be stapled together.
(3) Units which are or are deemed to be stapled to Shares:
(a) shall only be sold, transferred, transmitted or encumbered if at the same time the Shares are also sold, transferred, transmitted or encumbered (as the case may be) to or in favour of the same person;
(b) shall only be consolidated or divided if at the same time the Shares are similarly consolidated or divided (as the case may be) so that afterwards there will still be one unit in the Trust stapled or deemed to be stapled to one share in the Company; and
(c) shall not be redeemed or cancelled unless at the same time the Shares are also bought back by the Company or otherwise cancelled.
(4) (a) If any amount of the issue price of a Stapled Security is outstanding or overdue for payment, the issue price of the Unit forming part of the Stapled Security (which shall be such proportion or amount of the issue price of the Stapled Security as the Responsible Entity may determine if the issue price of the Unit were not expressly agreed or disclosed in the terms of issue of the Stapled Security) shall be deemed to be outstanding or overdue for payment (as the case may be) in proportion to the amount outstanding or overdue for payment on the Stapled Security.
(b) If a Share by operation of law or by virtue of the terms of the articles of association of the Company is forfeited, the Unit to which it is stapled shall also be forfeited.
(5) Each Unit Holder shall do all such acts and execute all such documents as the Responsible Entity may reasonably request from time to time in order to ensure that each Unit and Share which are stapled together are dealt with in the same way.
(6) The Responsible Entity shall enter in the Register details of the Shares which are stapled to Units and dealings in those Stapled Securities.
(7) Subject to clause 74, the Responsible Entity shall use all reasonable endeavours to ensure that Units and Shares are stapled together and continue to be stapled together and those which are listed for quotation on a stock market continue to be so listed for quotation and quoted as one joint or stapled security.
(8) If Units are to be issued under an arrangement where any part of the money payable to a Unit Holder under this deed, by way of distribution of capital or income, is applied in payment for the Units, the Responsible Entity may procure the Company to issue to the Unit Holder the same number of Shares of the same or equivalent class in the opinion of the Responsible Entity for an issue price determined by the Responsible Entity (being the same for all Shares to be issued

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to all Unit Holders under the arrangement at substantially the same time) and may apply any other part of the money payable to the Unit Holder to pay for those Shares and the Unit Holder shall be deemed to have applied for any Shares issued to it in accordance with this sub-clause.

(9) If Shares are to be issued under an arrangement where any part of the money payable to the Unit Holder by way of distribution of capital or income of the Company (including amounts standing to the credit of the share premium account of the Company) is applied in payment for the Shares, the Responsible Entity shall issue to the Unit Holder the same number of Units of the same or equivalent class in the opinion of the Responsible Entity for an issue price determined by the Responsible Entity (being the same for all Units to be issued to all Unit Holders under the arrangement at substantially the same time) provided that the Company pays for those Units out of any other part of the money payable to the Unit Holder as aforesaid in which case the Unit Holder shall be deemed to have applied for any Units issued to it in accordance with this sub-clause 73(9).

74 Unstapling

(1) Subject to the approval of Unit Holders by Special Resolution (as defined in this deed) and the approval of shareholders of the Company by special resolution (as defined in the Corporations Law), the Responsible Entity and the directors of the Company jointly may, determine from time to time that for any period all or some issued and/or unissued Units need not be stapled to Shares in which case during that period they shall not be stapled and if the Responsible Entity and the directors of the Company jointly determine that all Units need not be stapled, clause 73 shall cease to apply at all for that period or if the Responsible Entity and the directors of the Company jointly determine that only some of the Units need not be stapled, clause 73 shall cease to apply in respect of those Units only for that perio ~~d PROVIDED HOWEVER THAT any period for which the Responsible Entity and the directors of the Company jointly determine that all or some issued and/or unissued Units and Shares need not be stapled together shall commence within 3 months after the later of the dates on which the approval of Unit Holders and the approval of shareholders of the Company is obtained as aforesaid.~~
(2) A Unit stapled to a Share before the commencement of any period referred to in sub-clause (1) shall after the expiration of that period be deemed to be re-stapled to the Share unless the Responsible Entity otherwise determines, with the approval of the Company, or unless during the period the Unit and the Share have been dealt with separately from each other.
(3) Notwithstanding anything else herein contained to the contrary, Units and Shares shall cease to be stapled together upon the Trust or the Company ceasing to exist and upon the Company ceasing to exist clause 73 shall cease to apply.

75 Responsible Entity’s Duties

It is agreed and acknowledged that save to the extent the Responsible Entity otherwise agrees with the Company:

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(a) the duties and obligations owed by the Responsible Entity to the Unit Holders under this deed shall only be owed to them in their capacity as holders of Units and not as holders of any Shares or as holders of any Stapled Securities;
(b) the Responsible Entity shall have no obligation to consider the effect of its acts or omissions on the Company or the Shares when performing its duties and obligations or exercising its powers under this deed; and
(c) the Responsible Entity shall not have any obligation to consider or monitor the performance by the Company or any Officer of the Company of any obligations which it may have to the Unit Holders as shareholders of the Company.

76 Investments to be Approved by Company

Notwithstanding anything else herein contained to the contrary, whilst Units and Shares are stapled together every proposal by the Responsible Entity regarding an Infrastructure Investment or an investment relating to an Infrastructure Investment whether existing or proposed shall be submitted to the Company and shall only be implemented by the Responsible Entity if approved by the board of directors of the Company unless by not implementing the proposal the Responsible Entity believes it would be in breach of its obligations under this deed or otherwise in breach of its duties to the Unit Holders .

77 Company Valuation Register

(1) The Responsible Entity shall keep current a valuation register of all of the assets of the Company including particulars of the value of all of the assets of the Company.
(2) The Responsible Entity shall update the valuation register on each Valuation Day by ascribing the value to the assets of the Company at the Valuation Day as determined in accordance with sub-clause (3) of this clause.
(3) The Responsible Entity shall determine in respect of each Valuation Day the amount which fairly represents the current market value of the assets of the Company as at the Valuation Day by reference to:
(a) in the case of a mortgage, the amount secured by the mortgage on the Valuation Day or the value of the mortgaged property on that day, whichever is the lesser amount;
(b) in the case of assets which are listed for quotation on the stock market of the Exchange, the median value of the last buyer's bid price, the last seller's asking price and the last sale price of the assets on the Valuation Day or if the stock market was not open for business on that day, on the last trading day of the stock market before the Valuation Day;
(c) in the case of assets which are listed for quotation on another stock market, the last sale price of the assets available to the Responsible Entity on the Valuation Day or if the stock market was not open for business on that day, on the last trading day of the stock market before the Valuation Day;
- (i) in the case of assets such as units, sub-units or other interests in any unit trust or similar undertaking or scheme which are not listed for quotation on any stock market, the redemption or re-purchase value or the realisable value of those assets as the case may require

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quoted by the manager or equivalent of the undertaking or scheme on the Valuation Day or the nearest earlier date;

(ii) in the case of futures contracts, the net unrealised profit or loss based on the last traded price of that contract on the Valuation Day or if no trading took place on that day on the nearest earlier trading day but if the contract has not been traded on any day 5 Business Days before the Valuation Day, a price deemed fair and reasonable by the Responsible Entity having regard to traded prices of similar contracts on that day, plus the value of all deposits and margin calls paid;
(iii) in the case of an Infrastructure Investment which is not listed for quotation on any stock market and which in the opinion of the Responsible Entity involves a project that has not been fully completed or is completed subject only to engineering or regulatory approval or is a security the returns from which are or may reasonably be expected to be derived substantially from one or more such incomplete projects, the total cost of the investment as determined by the Responsible Entity as at the Valuation Day;
(iv) in the case of any other Infrastructure Investment which is not listed for quotation on any stock market, the value of the Infrastructure Investment as determined by a Qualified Valuer as at the Valuation Day; and
(v) in the case of any other assets of the Company, the total cost of investment in the asset as determined by the Responsible Entity as at the Valuation Day or, if appraisals or valuations of the asset have been obtained since the investment was made, the value set out in the last such appraisal or valuation,

PROVIDED HOWEVER that the Responsible Entity may appoint a Qualified Valuer to value any asset of the Company as at the Valuation Day, and the value of the asset so determined by the Qualified Valuer shall be ascribed to that asset.

(3) The Responsible Entity shall determine the Net Asset Value of the Company on each Valuation Day, and if the Net Asset Value of the Company is required to be determined or known on a particular day which is not a Valuation Day, the Net Asset Value of the Company determined by the Responsible Entity as at the immediately preceding Valuation Day shall be used.
(4) This clause 77 shall cease to apply during any period no Units and Shares are stapled together.

IN WITNESS WHEREOF the parties have executed these presents as a deed on the day and year first hereinbefore written.

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1.1.08 AIF Trust Consolidated Constitution

Executed as a deed:

The common seal of

Hastings Funds Management Limited was hereunto affixed in accordance with its articles of association in the presence of:

________ Sole director and sole secretary

________ Name (please print)

The common seal of Perpetual Trustees Victoria Limited was hereunto affixed in accordance with its articles of association in the presence of:

________ Sole director and sole secretary

________ Name (please print)

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1.1.08 AIF Trust Consolidated Constitution

Schedule 1 – Authorised Investments

"Authorised Investments" means any of the following:

(1) Infrastructure Investments.
(2) Investments in any of the following provided that the Responsible Entity (or, if before the Registration Date, the Manager) has prior to the making of the investment certified in writing that the investment is an integral part of or is with or will complement an existing or proposed Infrastructure Investment of the Trust Fund:
(a) Shares (whether ordinary, redeemable, preference, deferred, partly or fully paid or with or without par value), stock, debentures, debenture stock, promissory notes, bonds, (including infrastructure bonds), notes (whether secured, unsecured, convertible or otherwise) obligations or securities of or guaranteed by, or deposits with, any corporation, company or corporate body whether formed in Australia or elsewhere and any right title or interest thereto.
(b) Foreign currency.
(c) Trustee Investments.
(d) Units, sub-units, or other interests in any unit trust or similar undertaking or scheme.
(e) (i) Any interest in any Land including an interest as tenant in common and including but without limiting the foregoing, buildings, improvements, fixtures and fittings erected or installed on Land or any licence to occupy any Land.
- (ii) Furnishings and fittings used on or in association with Land forming part of the Trust Fund.
(f) The discount or purchase of bills of exchange, promissory notes or other negotiable instruments accepted, drawn or endorsed by any entity.
(g) Loans made upon mortgage (including sub-mortgage) or charge of Land (including without limiting the generality of the foregoing a mortgage or charge granted by a person guaranteeing repayment of a Loan) whether in Australia or elsewhere and whether or not such mortgage ranks as a first mortgage or charge over the mortgaged property and whether taken severally or otherwise including but not limited to by way of contributory mortgage. A Loan upon mortgage of Land shall be an Authorised Investment notwithstanding that the amount of such Loan may exceed the proportion borne by the amount of the Loan to the value of the Land (at the time the Loan was made) prescribed by any statute and notwithstanding that the Loan is made for a period of more than seven years or any other period so prescribed.
(h) Loans made upon mortgage sub-mortgage charge hypothecation transfer assignment or other security of any personal property rights licences or obligations (including any interest therein or any interest in any contract for the sale or purchase of real or personal property and including a mortgage or charge granted by a person guaranteeing repayment of a Loan) and whether or not security ranks as a first security over the secured property and whether taken

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1.1.08 AIF Trust Consolidated Constitution

severally or otherwise including but not limited to those taken by way of contributory security.

(i) The acquisition of any mortgage or security described in this schedule and upon and subject to the conditions and provisions contained therein by way of taking an assignment of the benefit and interest of the relevant mortgagee or security holder therein and in all policies of insurance (if any) relating thereto.
(j) Property which comes into the possession or under the control of the Responsible Entity (or, if before the Registration Date, the Trustee) by virtue of the exercise by it of any rights or powers vested in it as mortgagee or security holder pursuant to any mortgage or security hereinbefore referred to or which is acquired by the Responsible Entity (or, if before the Registration Date, the Trustee) in order to facilitate the disposal of such property.
(k) Instruments which entitle the holder of or beneficial owner under the instrument to the whole or any part of:
(i) the rights or entitlements of a mortgagee and any other rights or entitlements in respect of a mortgage or any money payable by the mortgagor under the mortgage (whether the money is payable to the holder or beneficial owner under the instrument on the same terms and conditions as under the mortgage or not); or
(ii) the rights or entitlements of a mortgagee and any other rights or entitlements in respect of a pool of mortgages or any money payable by mortgagors under those mortgages (whether the money is payable to the holder of or beneficial owner under the instrument on the same terms and conditions as under the mortgages or not),

and which may, in addition, entitle the holder or beneficial owner to a transfer or assignment of the mortgage or mortgages.

(l) Corporate debt securities the payments under which by the corporation, company or society which issues or makes the instrument are derived substantially from the income or receipts of a pool of mortgages.
(m) An instrument which creates an interest in or charge over an instrument to which paragraph (k) applies.
(n) Options (whether put or call), repurchase agreements, rights or warrants to or in respect of any investment referred to in this schedule.
(o) Futures contracts, contracts in respect of interest rates, currencies, options, commodities, stock or share price indices or any other type of contract prescribed by the Responsible Entity (or, if before the Registration Date prescribed by the Manager and approved by the Trustee), all of which are of a kind traded on any recognised futures market or with any recognised dealer in futures in each case approved by the Responsible Entity (or, if before the Registration Date, the Trustee).
(3) Stock, bonds, notes, obligations or securities issued or guaranteed by, or deposits with, any government, sovereign, ruler or authority, supreme, local or municipal.
(4) Deposits with or loans to:
(a) a Bank;

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1.1.08 AIF Trust Consolidated Constitution

(b) an Overseas Bank; or
(c) an Authorised Dealer.
(5) Deposits or loans guaranteed by the Commonwealth of Australia or a State or Territory thereof.
(6) Certificates of deposit of any other security issued by a Bank or an Overseas Bank.
(7) Securities guaranteed by, or supported by irrevocable letter of credit established or confirmed by:
(a) a Bank; or
(b) an Overseas Bank.
(8) Bills of exchange, promissory notes or other negotiable instruments drawn, issued, accepted or endorsed by a Bank.
(9) Bills of exchange the drawer or acceptor or an endorser of which, or promissory notes the maker of which or other negotiable instruments the issuer of which, is:
(a) a Public Body;
(b) a corporation incorporated in Australia and a subsidiary of a Bank or an Overseas Bank with a net worth of not less than $5,000,000;
(c) an Authorised Dealer.

(10) Deposits or loans secured upon:

(a) stocks, bonds, notes or other securities the issuer of which;
(b) bills of exchange the drawer or acceptor or an endorser of which;
(c) promissory notes the maker of which; or
(d) other negotiable instruments the issuer of which,

is a Bank or any of the entities referred to in paragraph 9.

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AI assistant

FUTURE GENERATION AUSTRALIA LIMITED — Governance Information 2013

64916_rns_2013-01-14_40e3c2b3-30d1-46f7-97dd-ece2cd15c156.pdf

By electronic lodgement

AMENDMENT TO CONSTITUTION OF AUSTRALIAN INFRASTRUCTURE FUND TRUST (AIFT)

Consolidated Constitution

Australian Infrastructure Fund

Responsible Entity: Hastings Funds Management Limited ACN 058 693 388

Table of contents

This Deed

2 Perpetual Trustees Victoria Limited

WHEREAS:

1 Interpretation[1]

1A Accounting Standards

CREATION OF TRUST

2 The Trust

3 Constitution of the Trust Fund

UNITS

4 Nature of Units

5 Creation of Initial Units

6 Creation of Further Units

6A.1 Definitions and Interpretation

6A.2 Issue

6A.3 Distributions

6A.4 Conversion

6A.5 Adjustment to MP

6A.6 Participation in Future Issues

6A.7 Accelerated Conversion Rights Of Holder

6A.8 Conversion Rights Of The Responsible Entity

6A.9 Adjustments For Bonus And Rights Issues

6A.10 Adjustment for Return of Capital

6A.11 Adjustment for Capital Reconstruction

6A.12 Discretion in Adjustment of Conversion Mechanism

6A.13 Restrictions

6A.13 Rights on Winding-up

6A.15 Notices and Reports

6A.16 Voting Rights

6A.17 Amendment

6B Options

(d) Optionholder’s Rights and Interest

(c) Redemption or Repurchase

7 Price of Units

7A Price of Units

7B Price of Units (November 2004 ASIC Relief)

8 Consolidation, Division and Classification of Units

9 Joint Holder of Units

10 Non-Recognition of Equitable Interests

CERTIFICATES

11 Issue of Certificates

CALLS

12 Payment Terms

13 Amounts Paid in Advance of a Call

FORFEITURE AND LIEN

14 Forfeiture

15 Lien

TRANSFER AND TRANSMISSION OF UNITS

16 Transfer of Units

17 Listed Trust

18 Closing Register and Branch Register

19 Manager may refuse to Register

20 Transmission of Units

21 Responsible Entity may refuse Registration of Transmission

22 Effect of Registration of Transfer

REGISTER OF UNIT HOLDERS

23 Contents of Register

24 Branch Register

VALUATIONS

25 Valuation Register[4]

BUY-BACK

26 On-Market Buy-Back

CANCELLATION

26A Cancellation of Units

MEETINGS OF UNIT HOLDERS

27 Convening and Notice of Meeting

28 Quorum

29 Chairman

30 Voting

31 Proxies, Representatives and Attorneys

32 Manner of Poll

33 Adjournment

FUTURE GENERATION AUSTRALIA LIMITED Governance Information 2013