schedule_b.htm

As filed with the Securities and Exchange Commission on 24 November 2009

Registration Statement No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT

UNDER

SCHEDULE B OF

THE SECURITIES ACT OF 1933

Commonwealth of Australia

(Name of Registrant)

MR. DAVID PEARL

Minister - - Counsellor (Economic)

Australian Embassy

1601 Massachusetts Avenue, N.W.

Washington, D.C. 20036

(Name and address of Authorised Agent of the Registrant in the United States

to receive notices and communications from the Securities and Exchange Commission)

It is requested that copies of notices and communications from the Securities and Exchange Commission be sent to:

ADRIAN J.S. DEITZ, ESQ.

Skadden, Arps, Slate, Meagher & Flom

Level 13

131 Macquarie Street

Sydney, NSW 2000

Australia

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

The Guarantee of State/Territory Liabilities in respect of State/Territory Debt Securities(1) covered by this Registration Statement is to be offered on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of 1933.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per Unit	Proposed maximum aggregate offering price	Amount of registration fee
Guarantee of State/Territory Liabilities in respect of State/Territory Debt Securities(1)	--	--	--	US$1.00 (2)

(1)

This Registration Statement covers the Guarantee of the Commonwealth of Australia issued under the Australian Government Guarantee of State and Territory Borrowing (the "State Guarantee Scheme") of the liabilities of Australian States and Territories in relation to certain series of eligible debt securities issued in respect of borrowing of such States and Territories ("State/Territory Debt Securities"). Such State/Territory Debt Securities will be registered on a registration statement filed by (i) an issuing entity of the relevant State or Territory and the relevant State or Territory that guarantees the State/Territory Debt Securities of the issuing entity or (ii) if the relevant State or Territory does not utilise a separate issuing entity, the relevant State or Territory. No separate consideration is being paid by investors for the Guarantee. The Guarantee is not severable from the State/Territory Debt Securities to which it applies.

(2)

A registration fee of US$1.00 has been paid in respect of the Guarantee of State/Territory Liabilities in respect of State/Territory Debt Securities covered by this Registration Statement. A separate registration fee has been, or will be, paid by each issuing entity in respect of the State/Territory Debt Securities guaranteed pursuant to this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CROSS REFERENCE SHEET

Cross reference sheet between Schedule B of the Securities Act of 1933 and the Prospectus:

	Schedule B Item	Heading in Prospectus

	1.	Cover Page
	2.	Use of Proceeds
	3.	*
	4.	*
	5.	*
	6.	***
	7.	Authorised Agent in the United States
	8.	Use of Proceeds
	9.	Use of Proceeds; The Commonwealth of Australia Guarantee of State and Territory Borrowing
	10.	Plan of Distribution
	11.	**
	12.	Validity of the Guarantee
	13.	Plan of Distribution***
	14.	**

*	Additional information to be included in the Commonwealth of Australia's Annual Report on Form 18-K filed or to be filed with the Commission, as amended from time to time and incorporated by reference herein.

**	Additional information included in Part II to this Registration Statement or as an exhibit hereto or to be provided from time to time by one or more amendments to this Registration Statement or in one or more reports filed under the Securities Exchange Act of 1934, each of which reports is incorporated by reference in this Registration Statement.

***	Additional information to be provided from time to time in the prospectus and any related prospectus supplement of (i) an issuing entity and the relevant State or Territory that guarantees the State/Territory Debt Securities of the issuing entity or (ii) if the relevant State or Territory does not utilise a separate issuing entity, the relevant State or Territory and in the registration statement of which such prospectus and any related prospectus supplement form a part.

The information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated 24 November 2009

PROSPECTUS SUPPLEMENT

(To Prospectus dated 2009)

Commonwealth of Australia

Guarantee of the Commonwealth of Australia of the

Guarantee by the Treasurer on behalf of the Government of Queensland of

Debt Securities of Queensland Treasury Corporation

covered by

the Australian Government Guarantee of State and Territory Borrowing

Under the Australian Government Guarantee of State and Territory Borrowing, which we refer to as the "State Guarantee Scheme", each Australian State and Territory may apply to have its liabilities in respect of certain series of eligible debt securities issued by a relevant Issuing Entity (as defined in the accompanying prospectus) in respect of borrowing of such State or Territory guaranteed by the Commonwealth of Australia. In its discretion, the Commonwealth of Australia may issue "Eligibility Certificates" evidencing that a State's or Territory's liabilities in respect of such series of eligible debt securities are guaranteed under the State Guarantee Scheme (such series of eligible debt securities, the "State/Territory Debt Securities"), creating what we refer to as the "Guarantee". We refer to liabilities that are the subject of an Eligibility Certificate as "Guaranteed Liabilities". See "The Commonwealth of Australia Guarantee of State and Territory Borrowing" in the accompanying prospectus.

The Commonwealth of Australia has issued Eligibility Certificates (Certificate Nos. [ ], [ ], [ ] and [ ], respectively) in respect of the following series of State/Territory Debt Securities of Queensland Treasury Corporation, including additional securities of any such series which may be issued from time to time prior to the Final Issuance Date (as described in the accompanying prospectus):

6.0% Global A$ Bonds due 14 June 2011 (ISIN US748305BC27).

6.0% Global A$ Bonds due 14 August 2013 (ISIN US748305BD00).

6.0% Global A$ Bonds due 14 October 2015 (ISIN US748305BE82).

6.0% Global A$ Bonds due 14 September 2017 (ISIN US748305BG31).

The liabilities of the Government of Queensland in relation to those State/Territory Debt Securities are guaranteed by the Commonwealth of Australia under the State Guarantee Scheme pursuant to this prospectus supplement. See "Description of the State/Territory Debt Securities covered by the Commonwealth Guarantee of State and Territory Borrowing" in this prospectus supplement. The Commonwealth of Australia will file with the U.S. Securities and Exchange Commission a pricing supplement identifying each future issue of State/Territory Debt Securities of Queensland Treasury Corporation under those series to which the Guarantee relates.

The terms of the State/Territory Debt Securities of Queensland Treasury Corporation and the guarantee thereof by the Treasurer on behalf of the Government of Queensland are set forth in the separate registration statement, prospectus and prospectus supplements of Queensland Treasury Corporation and the Treasurer on behalf of the Government of Queensland.

·	The Guarantee of Guaranteed Liabilities in relation to the State/Territory Debt Securities of Queensland Treasury Corporation is irrevocable and ranks equally with other unsecured debts and financial obligations of the Commonwealth of Australia.

·	The Guarantee in relation to the State/Territory Debt Securities of Queensland Treasury Corporation will not be issued separately from the State/Territory Debt Securities of Queensland Treasury Corporation.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offence.

This prospectus supplement may not be used to sell the Guarantee in relation to the State/Territory Debt Securities of Queensland Treasury Corporation unless accompanied by the related prospectus of the Commonwealth of Australia and the prospectus and related prospectus supplement of Queensland Treasury Corporation and the Treasurer on behalf of the Government of Queensland relating to those State/Territory Debt Securities.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT	S-1
Forward-Looking Statements	S-1
Presentation of Financial and Other Information	S-2
DESCRIPTION OF THE STATE/TERRITORY DEBT SECURITIES COVERED BY THE COMMONWEALTH GUARANTEE OF STATE AND TERRITORY BORROWING	S-3
OFFICIAL DOCUMENTS AND STATEMENTS	S-4

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement should be read together with the prospectus dated 2009 (the "prospectus") of the Commonwealth of Australia, which contains information regarding the Commonwealth of Australia and other matters, including a description of the State Guarantee Scheme. Further information concerning the Commonwealth of Australia and the Guarantee of State/Territory liabilities in respect of State/Territory Debt Securities offered hereby may be found in the Registration Statement relating to the Guarantee of State/Territory liabilities in respect of State/Territory Debt Securities to be issued by the Commonwealth of Australia described in the prospectus on file with the U.S. Securities and Exchange Commission.

The information contained herein is not to be construed as legal, business or tax advice. In making an investment decision, you must rely on your own examination of the Commonwealth, the Guarantee and the offering. The Guarantee has not been approved by any United States federal or state securities or regulatory authority, nor has any such authority confirmed the accuracy or determined the adequacy of the disclosure contained in this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information provided in this prospectus supplement and in the accompanying prospectus. Neither we, nor any underwriters or agents, have authorised anyone to provide you with different information. We are not offering the Guarantee in any jurisdiction where the offer is prohibited. You should not assume that the information in the registration statement, the accompanying prospectus or this prospectus supplement is truthful or complete at any date other than the date mentioned on the cover page of these documents.

This prospectus supplement and the accompanying prospectus are not, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorised or in which the person making the offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation. See "Plan of Distribution" in the accompanying prospectus.

The Commonwealth of Australia has not participated in the preparation of any registration statement on Schedule B, prospectus or prospectus supplement of Queensland Treasury Corporation and the Treasurer on behalf of the Government of Queensland with respect to the State/Territory Debt Securities to which the Guarantee relates. The Commonwealth of Australia has not approved any such registration statement, prospectus or prospectus supplement and does not assume any responsibility in relation to any such prospectus or prospectus supplement.

Forward-Looking Statements

This prospectus supplement contains forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "forecasts", "estimates", "projects", "expects", "intends", "may", "will", "seeks", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology, or in relation to discussions of forecasts, policies, strategy, plans, objectives, goals, future events or intentions.

Forward-looking statements are statements that are not historical facts, including statements about the Commonwealth's beliefs and expectations. These statements are based on current plans, estimates and projections and, therefore, undue reliance should not be placed on them. Forward-looking statements speak only as of the date they are made. Although the Australian Government believes that the beliefs and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such beliefs and expectations will prove to have been correct.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those expressed in any forward-looking statement. Factors that could cause the actual outcomes to differ materially from those expressed or implied in forward looking statements include:

·	the international economy, and in particular the rates of growth (or contraction) of Australia's major trading partners;

·	the effects of the global financial crisis;

S-1

·	changes in commodity prices and/or global demand for Australia's major export commodities;

·	increases or decreases in international and domestic interest rates;

·	increases or decreases in domestic consumption;

·	increases or decreases in Australia's labour force participation and productivity;

·	exchange rate fluctuations; and

·	increases or decreases in Australia's rate of inflation.

Presentation of Financial and Other Information

All references in this prospectus supplement to "Australian dollars," "A$," "dollars" or "$" are to the lawful currency of the Commonwealth of Australia.

S-2

DESCRIPTION OF THE STATE/TERRITORY DEBT SECURITIES COVERED BY THE
COMMONWEALTH GUARANTEE OF STATE AND TERRITORY BORROWING

The Commonwealth of Australia has issued Eligibility Certificates (Certificate Nos. [ ], [ ], [ ] and [ ], respectively) in respect of the following series of State/Territory Debt Securities of Queensland Treasury Corporation, including additional securities of any such series which may be issued prior to the Final Issuance Date (as described in the accompanying prospectus):

·	6.0% Global A$ Bonds due 14 June 2011 (ISIN US748305BC27).

·	6.0% Global A$ Bonds due 14 August 2013 (ISIN US748305BD00).

·	6.0% Global A$ Bonds due 14 October 2015 (ISIN US748305BE82).

·	6.0% Global A$ Bonds due 14 September 2017 (ISIN US748305BG31).

The liabilities of the Government of Queensland in relation to those State/Territory Debt Securities are guaranteed by the Commonwealth of Australia under the State Guarantee Scheme. The Commonwealth of Australia will file with the U.S. Securities and Exchange Commission a pricing supplement identifying each future issue of State/Territory Debt Securities of Queensland Treasury Corporation under those series to which the Guarantee relates.

The Guarantee in relation to the State/Territory Debt Securities of Queensland Treasury Corporation will not be issued separately from the State/Territory Debt Securities of Queensland Treasury Corporation. For further information with respect to the State Guarantee Scheme, see "The Commonwealth of Australia Guarantee of State and Territory Borrowing" in the accompanying prospectus.

S-3

OFFICIAL DOCUMENTS AND STATEMENTS

Information included in this prospectus supplement which is identified as being derived from a publication of the Australian Government or one of its agencies or instrumentalities is included in this prospectus supplement on the authority of such publication as a public official document of the Australian Government. All other information included in this prospectus supplement is included as a public official statement and has been reviewed by Dr Ken Henry AC, Secretary of the Treasury of the Commonwealth of Australia, in his official capacity, and is included herein on his authority.

S-4

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated 24 November 2009

PROSPECTUS

Commonwealth of Australia

Guarantee of Australian State and Territory Liabilities

in respect of Debt Securities of

Australian State and Territory Issuing Entities

covered by

the Australian Government Guarantee of

State and Territory Borrowing

On 24 July 2009, in order to support the capacity of Australian State and Territory governments to access credit markets (see generally "Economic Outlook" in the Description of the Commonwealth of Australia included as Exhibit D to the Commonwealth of Australia's Annual Report on Form 18-K for the fiscal year ended 30 June 2009, which Annual Report is incorporated by reference in this prospectus), the Government of the Commonwealth of Australia implemented the Australian Government Guarantee of State and Territory Borrowing, which we refer to as the "State Guarantee Scheme".

In this prospectus, we refer to each of the State of New South Wales, the State of Victoria, the State of Queensland, the State of Western Australia, the State of South Australia, the State of Tasmania, the Northern Territory and the Australian Capital Territory as a "State" or "Territory", as applicable. We refer to each of the New South Wales Treasury Corporation, the Treasury Corporation of Victoria, the Queensland Treasury Corporation, the Western Australian Treasury Corporation, the South Australian Government Financing Authority, the Tasmanian Public Finance Corporation, the Northern Territory Treasury Corporation and the Australian Capital Territory as an "Issuing Entity". With the exception of the Australian Capital Territory, which does not have a separate Issuing Entity, each State and Territory guarantees the borrowings of its Issuing Entity.

Under the State Guarantee Scheme, each State and Territory may apply to have its liabilities in respect of certain series of eligible debt securities issued by a relevant Issuing Entity in respect of borrowing of such State or Territory guaranteed by the Commonwealth of Australia. In its discretion, the Commonwealth of Australia may issue "Eligibility Certificates" evidencing that a State's or Territory's liabilities in respect of such series of eligible debt securities are guaranteed under the State Guarantee Scheme (such series of eligible debt securities, the "State/Territory Debt Securities"), creating what we refer to as the "Guarantee". We refer to liabilities that are the subject of an Eligibility Certificate as "Guaranteed Liabilities". See "The Commonwealth of Australia Guarantee of State and Territory Borrowing" in this prospectus.

·	The Guarantee of Guaranteed Liabilities is irrevocable and ranks equally with other unsecured debts and financial obligations of the Commonwealth of Australia.

The Commonwealth of Australia will issue one or more prospectus supplements identifying the series of State/Territory Debt Securities to which the Guarantee relates. The relevant prospectus supplement will accompany this prospectus. The Guarantee will not be issued separately from the related State/Territory Debt Securities.

The terms of the State/Territory Debt Securities will be set forth in a separate prospectus and any related prospectus supplement of (i) the Issuing Entity and the relevant State or Territory that guarantees the State/Territory Debt Securities of the Issuing Entity or (ii) if the relevant State or Territory does not utilise a separate Issuing Entity, the relevant State or Territory.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offence.

This prospectus may not be used to sell the Guarantee unless accompanied by a prospectus supplement and a prospectus and any related prospectus supplement of the relevant Issuing Entity and/or State or Territory relating to those State/Territory Debt Securities.

The date of this prospectus is 2009.

TABLE OF CONTENTS

	Page

ABOUT THIS PROSPECTUS	ii
Forward-Looking Statements	ii
Presentation of Financial and Other Information	iii
USE OF PROCEEDS	1
THE COMMONWEALTH OF AUSTRALIA GUARANTEE OF STATE AND TERRITORY BORROWING	2
Enforcement of Civil Liabilities	4
PLAN OF DISTRIBUTION	5
OFFICIAL DOCUMENTS AND STATEMENTS	5
VALIDITY OF THE GUARANTEE	5
AUTHORISED AGENT IN THE UNITED STATES	5
WHERE YOU CAN FIND MORE INFORMATION	5

ABOUT THIS PROSPECTUS

The Government of the Commonwealth of Australia has prepared this prospectus in connection with offerings registered under the Securities Act of 1933 of State/Territory Debt Securities issued by Issuing Entities and, to the extent the relevant State or Territory utilises a separate Issuing Entity, guaranteed by States or Territories, the liabilities of States and Territories in respect of which are covered by the State Guarantee Scheme.

This prospectus provides you with a general description of the Guarantee. Each time the Commonwealth of Australia issues an Eligibility Certificate or Eligibility Certificates relating to one or more series of State/Territory Debt Securities to be offered in one or more offerings registered under the Securities Act of 1933, it will file with the U.S. Securities and Exchange Commission, which we refer to as the "Commission", a prospectus supplement identifying the series of State/Territory Debt Securities to which the Guarantee relates. The prospectus supplement may also add, update or change information contained or incorporated by reference in this prospectus. If the information in this prospectus differs from any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and the accompanying prospectus supplement, together with the additional information described under "Where You Can Find More Information" in this prospectus.

The information contained or incorporated by reference herein is not to be construed as legal, business or tax advice. This prospectus summarises material documents and other information, and we refer you to them for a more complete understanding of what we discuss herein. In making an investment decision, you must rely on your own examination of the Commonwealth of Australia, the Guarantee and the offering.

You should rely only on the information provided in this prospectus and in any prospectus supplement. Neither we, nor any underwriters or agents, have authorised anyone to provide you with different information. We are not offering the Guarantee in any jurisdiction where the offer is prohibited. You should not assume that the information in the registration statement, this prospectus or any prospectus supplement is truthful or complete at any date other than the date mentioned on the cover page of these documents.

This prospectus and the accompanying prospectus supplement are not, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorised or in which the person making the offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation. See "Plan of Distribution" in this prospectus.

The Commonwealth of Australia has not participated in the preparation of the registration statement, the prospectus or any related prospectus supplement of either (i) any Issuing Entity and any relevant State or Territory that guarantees the State/Territory Debt Securities of such Issuing Entity or (ii) if a relevant State or Territory does not utilise a separate Issuing Entity, any relevant State or Territory. The Commonwealth of Australia has not approved any such registration statement, prospectus or prospectus supplement and does not assume any responsibility in relation to any such prospectus or prospectus supplement.

Forward-Looking Statements

This prospectus contains or incorporates by reference, and any accompanying prospectus supplement may contain or incorporate by reference, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'forecasts', 'estimates', 'projects', 'expects', 'intends', 'may', 'will', 'seeks', 'would', 'could' or 'should' or, in each case, their negative or other variations or comparable terminology, or in relation to discussions of forecasts, policies, strategy, plans, objectives, goals, future events or intentions.

Forward-looking statements are statements that are not historical facts, including statements about the Commonwealth of Australia's beliefs and expectations. These statements are based on current plans, estimates and projections and, therefore, undue reliance should not be placed on them. Forward-looking statements speak only as of the date they are made. Although the Australian Government believes that the beliefs and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such beliefs and expectations will prove to have been correct.

·	the international economy, and in particular the rates of growth (or contraction) of Australia's major trading partners;

·	the effects of the global financial crisis;

·	changes in commodity prices and/or global demand for Australia's major export commodities;

·	increases or decreases in international and domestic interest rates;

·	increases or decreases in domestic consumption;

·	increases or decreases in Australia's labour force participation and productivity;

·	exchange rate fluctuations; and

·	increases or decreases in Australia's rate of inflation.

Presentation of Financial and Other Information

Statistical information included or incorporated by reference in this prospectus has been derived from official publications of, and information supplied by, a number of departments and agencies of the Commonwealth of Australia, including the Treasury of the Commonwealth of Australia, the Department of Finance and Deregulation, the Reserve Bank of Australia (the "RBA") and the Australian Bureau of Statistics ("ABS"). Some statistical information included or incorporated by reference in this prospectus has also been derived from information publicly made available by the International Monetary Fund (the "IMF") and the Organisation for Economic Co-operation and Development (the "OECD"). Similar statistics may be obtainable from other sources, but the underlying assumptions, methodology and, consequently, the resulting data may vary from source to source. In addition, statistics and data published by a department or agency of the Commonwealth of Australia may differ from similar statistics and data produced by other departments or agencies due to differing underlying assumptions or methodology. Certain historical statistical information contained or incorporated by reference in this prospectus is based on estimates that the Commonwealth of Australia and/or its departments or agencies believe to be based on reasonable assumptions. The Commonwealth of Australia's official financial and economic statistics are subject to review as part of a regular confirmation process. Accordingly, financial and economic information may be subsequently adjusted or revised. While the Australian Government does not expect revisions to be material, no assurance can be given that material changes will not be made. The Commonwealth of Australia adheres to the IMF's Special Data Dissemination Standards, which guide members in the dissemination of economic and financial data to the public.

The registration statement incorporates by reference the Commonwealth of Australia's most recent Annual Report on Form 18-K and any amendments thereto from time to time. See "Where You Can Find More Information" in this prospectus. As required by Form 18-K, the Commonwealth's most recent budget is filed as an exhibit to its annual report. In addition, other Australian Government budgetary papers may from time to time be filed as exhibits to amendments to those annual reports. Those budgetary papers contain forward-looking statements that are not historical facts, including statements about the Australian Government's beliefs and expectations for the forthcoming budget period. Those statements are or will be based on plans, estimates and projections that are current only as of the original date of release by the Australian Government of those budgetary papers and speak only as of the date they are so made. The information included in those budgetary papers may also have changed since that date. In addition, these budgets are prepared for government planning purposes, not as future predictions, and actual results may differ and have in fact differed, in some cases materially, from results contemplated by the budgets. Therefore, you should not rely on the information in those budgetary papers. If the information included or incorporated by reference in this prospectus or any prospectus supplement differs from the information in those budgetary papers, you should consider only the most current information in the prospectus supplement or this prospectus. You should read all the information in this prospectus and the accompanying prospectus supplement, together with the additional information described under "Where You Can Find More Information" in this prospectus.

References in this prospectus to "Australian dollars," "A$," "dollars" or "$" are to the lawful currency of the Commonwealth of Australia and references in this prospectus to "U.S. dollars" or "US$" are to the lawful currency of the United States.

iii

References in this prospectus to statutes followed by "(Cth)" are to legislation enacted by the Federal Parliament of the Commonwealth of Australia.

USE OF PROCEEDS

The Commonwealth of Australia will not receive any proceeds from investors from the issuance of the Guarantee. No separate consideration will be payable by investors for the Guarantee. The Issuing Entity of any State/Territory Debt Securities covered by the Guarantee will receive the proceeds from their offer and sale.

The Commonwealth of Australia will charge each State or Territory guaranteeing (or, to the extent a relevant State or Territory does not utilise a separate Issuing Entity, issuing) State/Territory Debt Securities covered by the Guarantee a fee in accordance with the Australian Government Guarantee of State and Territory Borrowing Scheme Rules.

THE COMMONWEALTH OF AUSTRALIA GUARANTEE OF STATE AND TERRITORY BORROWING

On 24 July 2009, in order to support the capacity of Australian State and Territory governments to access credit markets, the Government of the Commonwealth of Australia implemented the Australian Government Guarantee of State and Territory Borrowing, which we refer to as the "State Guarantee Scheme". The Commonwealth of Australia has executed a Deed of Guarantee (the "Deed of Guarantee") and adopted the Australian Government Guarantee of State and Territory Borrowing Scheme Rules (the "Scheme Rules") to give effect to the State Guarantee Scheme.

Under the State Guarantee Scheme, each State and Territory may apply to the Reserve Bank of Australia as the administrator of the State Guarantee Scheme (the "Scheme Administrator") to have its liabilities in respect of certain series of eligible debt securities issued by a relevant Issuing Entity in respect of borrowing of such State or Territory that satisfy the criteria set out in the Scheme Rules guaranteed by the Commonwealth of Australia. In its discretion, the Commonwealth of Australia may issue one or more "Eligibility Certificates" evidencing that the State's or Territory's liabilities in respect of such series of eligible debt securities are guaranteed by the Commonwealth of Australia under the Deed of Guarantee (such series of eligible debt securities, the "State/Territory Debt Securities"), creating what we refer to as the "Guarantee". We refer to liabilities that are the subject of an Eligibility Certificate as "Guaranteed Liabilities".

Under the Scheme Rules, Eligibility Certificates may be issued in respect of both New Bond Lines and Existing Bond Lines where the securities within each such New Bond Line or Existing Bond Line:

·	have the same maturity date;

·	have the same International Security Identification Number ("ISIN") or equivalent;

·	are not complex;

·	are denominated in Australian dollars; and

·	have maturity length of up to 180 months.

New Bond Line refers to a category of securities established by an Issuing Entity on or after the date on which the relevant State or Territory first applies to the Scheme Administrator for an Eligibility Certificate relating to either an Existing Bond Line or a New Bond Line (the "First Application Date"). Upon the issuance of an Eligibility Certificate relating to a New Bond Line, the liabilities of the relevant State or Territory in relation to each issue of securities issued by the Issuing Entity in respect of borrowing of the State or Territory under such New Bond Line on or after the First Application Date and on or before the date notified by the Commonwealth of Australia to the relevant State or Territory as the last day on which an Issuing Entity can issue securities subject to the Guarantee (the "Final Issuance Date") will constitute Guaranteed Liabilities.

Existing Bond Line refers to a category of securities established by an Issuing Entity prior to the First Application Date in relation to which category of securities the relevant State or Territory applies to the Scheme Administrator for an Eligibility Certificate during the period commencing on 24 July 2009 and ending 28 days after the First Application Date. Upon the issuance of an Eligibility Certificate relating to an Existing Bond Line, the liabilities of the relevant State or Territory in relation to each issue of securities issued by an Issuing Entity in respect of borrowing of the State or Territory under such Existing Bond Line (i) prior to the First Application Date and (ii) on or after the First Application Date and on or before the Final Issuance Date will constitute Guaranteed Liabilities.

The State Guarantee Scheme is not intended to support borrowing for non-government owned enterprises (which for the purposes of the Scheme Rules do not include local governments or universities, other than private universities). Each State and Territory must ensure that, at all times during the term of the Deed of Guarantee, the value of financial accommodation provided by its Issuing Entity to non-government owned entities does not exceed the face value of securities or other liabilities that are not Guaranteed Liabilities.

The following is a summary of the material terms of the Deed of Guarantee and the Scheme Rules, and is qualified in its entirety by reference to the full text of those documents, which have been filed as exhibits to the Registration Statement of which this prospectus forms a part.

Under the Deed of Guarantee, the Commonwealth of Australia irrevocably:

·	guarantees to the persons to whom such liabilities are owed (each, a "beneficiary") the payment by each State and Territory of Guaranteed Liabilities; and

undertakes in favour of each beneficiary that, whenever a State or Territory does not pay a Guaranteed Liability of that State or Territory on the date on which it becomes due and payable, the Commonwealth of Australia shall, upon a claim by a beneficiary made in accordance with the Scheme Rules, and following the expiry of any applicable grace period, pay the Guaranteed Liability in accordance with the Scheme Rules.

The Commonwealth of Australia will not be liable under the Deed of Guarantee in respect of any Guaranteed Liability that has been varied, amended, waived, released, novated, supplemented, extended or restated in any material respect without the written consent of the Commonwealth of Australia.

A holder of securities that benefit from the Guarantee will not receive payment under the Guarantee if such holder fails to follow the Scheme Rules for submission of claims. A claim by a beneficiary for payment under the Guarantee must be in writing and made in the form of Schedule 7 to the Scheme Rules and delivered to the Scheme Administrator. A claim that is not made in the form of Schedule 7 is not a valid claim and shall be treated as not having been made. A valid claim is one that establishes that the amount claimed:

·	is due to the beneficiary;

·	remains unpaid despite the beneficiary having made a claim on the Issuing Entity and, to the extent the relevant State or Territory utilises a separate Issuing Entity, the relevant State or Territory; and

·	is in respect of a Guaranteed Liability.

The Commonwealth of Australia shall pay to the beneficiary the amount specified in a valid claim. There is no designated period within which the Commonwealth of Australia is required to make payments after it receives a valid claim.

Subject to providing prior notice to the States and Territories, the Commonwealth of Australia may amend the terms of the Deed of Guarantee or the Scheme Rules at any time in its discretion by publishing the amendment on the website referred to in the Scheme Rules (which is currently www.stateguarantee.gov.au), which amendment will be filed as an exhibit to the Registration Statement of which this prospectus forms a part; provided that (except insofar as such amendment is required by law) such amendment does not (i) reduce the Commonwealth of Australia's obligations to the beneficiaries in a manner which is prejudicial to the interests of the beneficiaries in respect of any subsisting Guaranteed Liability or (ii) materially prejudice the interests of the States or Territories in respect of any subsisting Guaranteed Liability. The contents of the website are not incorporated by reference into this prospectus.

States and Territories whose liabilities in respect of specific debt securities issued by a relevant Issuing Entity in respect of borrowing of such State or Territory (either directly or through a guarantee of the liabilities of a relevant Issuing Entity, to the extent a separate Issuing Entity is utilised), to the extent of any Guaranteed Liabilities, are guaranteed under the State Guarantee Scheme are subject to a number of obligations under the Scheme Rules, including the obligation to:

·	provide a counter-indemnity deed indemnifying the Commonwealth of Australia against all liabilities, costs and expenses that it may incur in consequence of or arising from the Guarantee;

·	provide written reports to the Scheme Administrator; and

·	pay specified fees to the Commonwealth of Australia for the Guarantee.

However, the Scheme Rules provide that a beneficiary's rights in relation to a Guaranteed Liability shall not be prejudiced by the failure of a State or Territory to comply with the Scheme Rules.

The Deed of Guarantee is governed by, and shall be construed in accordance with, and any matter related to it is to be governed by, the law of Australian Capital Territory, Australia.

The Deed of Guarantee will terminate at midnight on the date which is 186 calendar months after the Final Issuance Date, but without prejudice to the rights of any beneficiary in respect of a valid claim lodged prior to that time. The Commonwealth may extend the date of termination of the Deed of Guarantee at any time prior to termination in accordance with the Scheme Rules.

The Guarantee of Guaranteed Liabilities is irrevocable and ranks equally with other unsecured debts and financial obligations of the Commonwealth of Australia.

Each time the Commonwealth of Australia issues an Eligibility Certificate or Eligibility Certificates relating to one or more series of State/Territory Debt Securities to be offered in one or more offerings registered under the Securities Act of 1933, the Commonwealth of Australia will file with the Commission a prospectus supplement identifying the relevant series of State/Territory Debt Securities. No consideration separate from that paid for the State/Territory Debt Securities will be paid for the Guarantee by investors. See "Use of Proceeds" in this prospectus.

If the Commonwealth of Australia does not perform its obligations under the Guarantee, beneficiaries may be required to commence proceedings in Australia to enforce their rights. See "The Commonwealth of Australia Guarantee—Enforcement of Civil Liabilities" in this prospectus.

For further information about the State Guarantee Scheme, see "Government Finance—Guarantees and Other Contingent Liabilities—Commonwealth Guarantee of State and Territory Borrowing" in the Description of the Commonwealth of Australia included as Exhibit D to the Commonwealth of Australia's Annual Report on Form 18-K for the fiscal year ended 30 June 2009.

Enforcement of Civil Liabilities

The Commonwealth of Australia is a sovereign state. The Commonwealth of Australia has not agreed to waive any sovereign immunity or immunity from personal jurisdiction in respect to any action brought in the courts of the United States or elsewhere (except the courts of competent jurisdiction in Australia), nor has it appointed an agent in New York upon which process may be served for any purpose.

As a consequence, it may be that the Commonwealth of Australia's obligations under the Deed of Guarantee can only be enforced in an Australian court of competent jurisdiction. In any suit in an Australian court of competent jurisdiction relating to the Deed of Guarantee, the Commonwealth of Australia would not be entitled to any defence based on Crown or sovereign immunity. If investors are able to invoke the jurisdiction of a foreign court in respect of the Guarantee or any other claim against the Commonwealth of Australia under the Deed of Guarantee or otherwise, it may be difficult for investors to obtain or realise upon judgments of foreign courts against the Commonwealth of Australia. Furthermore, it may be difficult for investors to enforce in Australia or elsewhere the judgments of foreign courts against the Commonwealth of Australia. The Deed of Guarantee does not contain any submission to the jurisdiction of the courts of a foreign jurisdiction or any waiver of any immunity that might be available to the Commonwealth of Australia under the law of any foreign jurisdiction or in respect to any claim brought against the Commonwealth of Australia in any such foreign jurisdiction for any reason.

Under the applicable provisions of the Judiciary Act 1903 (Cth), no execution or attachment may be issued against the property or revenues of the Commonwealth of Australia pursuant to the Guarantee. However, on receipt of the certificate of a judgment against the Commonwealth of Australia the Minister for Finance and Deregulation is obligated to satisfy the judgment out of moneys legally available. Payment could not be made by the Commonwealth of Australia in satisfaction of any judgment except from moneys appropriated by the Australian Parliament. The Australian Parliament has passed legislation appropriating the Consolidated Revenue Fund and authorising the borrowing of moneys for the purposes of paying claims under the Deed of Guarantee in accordance with the Scheme Rules.

PLAN OF DISTRIBUTION

The Commonwealth of Australia will not participate in the offering or sale of any of the State/Territory Debt Securities to which the Guarantee relates and will pay no compensation to any underwriters in connection with the issuance of the Guarantee. The plan of distribution for the State/Territory Debt Securities to which the Guarantee relates will be described in the registration statement and the prospectus and/or any related prospectus supplement filed by (i) the Issuing Entity and the relevant State or Territory that guarantees the State/Territory Debt Securities of the Issuing Entity or (ii) if the relevant State or Territory does not utilise a separate Issuing Entity, the relevant State or Territory.

The Commonwealth of Australia has not agreed to indemnify any underwriter against civil liabilities under the Securities Act of 1933 or to contribute payments which the underwriters may be required to make in respect thereof.

Except as may otherwise be provided in any prospectus supplement relating to the related State/Territory Debt Securities, the Guarantee may be offered in those jurisdictions in the United States, Europe and Asia where it is legal to make such offers.

OFFICIAL DOCUMENTS AND STATEMENTS

Information included or incorporated by reference in this prospectus or any prospectus supplement which is identified as being derived from a publication of the Australian Government or one of its agencies or instrumentalities is included or incorporated by reference in this prospectus or such prospectus supplement on the authority of such publication as a public official document of the Australian Government. All other information included or incorporated by reference in this prospectus and in the Registration Statement is included or incorporated by reference as a public official statement and has been reviewed by Dr Ken Henry AC, Secretary of the Treasury of the Commonwealth of Australia, in his official capacity, and is included or incorporated by reference herein on his authority. Except as may otherwise be provided in any prospectus supplement, all other information included or incorporated by reference in such prospectus supplement will be included or incorporated by reference as a public official statement and will be reviewed by Dr Ken Henry AC, in his official capacity, and will be included or incorporated by reference therein on his authority.

VALIDITY OF THE GUARANTEE

Except as may otherwise be provided in any prospectus supplement, each time the Commonwealth of Australia issues an Eligibility Certificate or Eligibility Certificates relating to one or more series of State/Territory Debt Securities to be offered in one or more offerings registered under the Securities Act of 1933, the validity of the Deed of Guarantee will be passed upon for the Commonwealth of Australia by the Australian Government Solicitor, Lionel Murphy Building, 50 Blackall Street, Barton ACT 2600, Australia. As to certain matters of United States federal law, the Commonwealth of Australia is represented by Skadden, Arps, Slate, Meagher & Flom, Level 13, 131 Macquarie Street, Sydney, NSW 2000, Australia.

AUTHORISED AGENT IN THE UNITED STATES

The name and address of the authorised agent of the Commonwealth of Australia in the United States is Mr. David Pearl, Minister - Counsellor (Economic), Australian Embassy, 1601 Massachusetts Avenue, N.W., Washington, D.C. 20036.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement that the Commonwealth of Australia filed with the Commission using a shelf registration process. This prospectus does not contain all of the information provided in the Registration Statement. For further information, you should refer to the Registration Statement.

The Commonwealth of Australia files annual reports and other information with the Commission relating to the Guarantee of State/Territory Debt Securities. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Commission. You may also read and copy these documents at the Commission's public reference room in Washington, D.C. or at the Commission's regional offices:

100 F Street, NE

Washington, D.C. 20549

3 World Financial Center, Suite 400

New York, NY 10281-1022

75 W. Jackson Boulevard, Suite 900

Chicago, IL 60604

Please call the Commission at 1-800-SEC-0330 for further information. In addition, the Commission maintains an website that contains reports, statements and other information regarding issuers that file electronically with the Commission. The address of the Commission's website is www.sec.gov. The contents of this website are not incorporated by reference into this prospectus.

The Commission allows the Commonwealth of Australia to incorporate by reference some information that the Commonwealth of Australia files with the Commission. Documents incorporated by reference are considered part of this prospectus. The Commonwealth of Australia can disclose important information to you by referring you to those documents. Information that the Commonwealth of Australia later files with the Commission will update and supersede this incorporated information. The following documents are incorporated by reference in this prospectus and any accompanying prospectus supplement:

·	the Commonwealth of Australia's Annual Report on Form 18-K for the fiscal year ended 30 June 2009, filed with the Commission on 24 November 2009; and

·	each subsequent annual report on Form 18-K and any amendment on Form 18-K/A filed after the date of this prospectus and before the Guarantee of a relevant issue of State/Territory Debt Securities is sold,

in each case, other than any deed of guarantee, scheme rules, eligibility certificates, agreements for offering Commonwealth guaranteed securities, statements of expenses, opinions of Australian Government Solicitor and consents relating to the Australian Government Guarantee Scheme for Large Deposits and Wholesale Funding, and any other exhibits specifically designated in such annual reports as not being incorporated by reference in the Registration Statement, this prospectus or any accompanying prospectus supplement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

UNDERTAKINGS

The Commonwealth of Australia hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

provided, however, that the Commonwealth of Australia shall not be required to file a post-effective amendment otherwise required by clause (i) or clause (ii) above if the information required to be included in a post-effective amendment is contained in any report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

(2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment, that contains a form of prospectus, shall be deemed to be a new registration statement relating to the securities covered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Commonwealth of Australia's annual report on Form 18-K or amendments thereto under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

EXPENSES

An itemised statement showing estimated expenses of the Commonwealth of Australia, other than underwriting discounts and commissions, in connection with the sale of the Guarantee relating to the the State/Territory Debt Securities will be provided in an exhibit to this Registration Statement, a post-effective amendment to this Registration Statement or in a report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

AGREEMENT TO PROVIDE LEGAL OPINION

The Commonwealth of Australia agrees to furnish a copy of the opinion of the Australian Government Solicitor with respect to the legality of the Guarantee relating to the State/Territory Debt Securities in an exhibit to this Registration Statement, a post-effective amendment to this Registration Statement or a report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

II-1

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises:

(1) the facing sheet;

(2) the cross-reference sheet;

(3) Part I, consisting of the Prospectus;

(4) Part II, consisting of pages numbered II-1 to II-6; and

(5) the following exhibits:

Deed of Guarantee in respect of the Australian Government Guarantee of State and Territory Borrowing.

Australian Government Guarantee of State and Territory Borrowing Scheme Rules, including Guidance Note on the meaning of 'complex' for the purposes of the definition of New and Existing Bond Lines and Guidance Note on the use of Guaranteed Liabilities in lending to non-government owned entities.

Eligibility Certificate(s).*

Form of Agreement for Offering Commonwealth Guaranteed Securities by and among the Commonwealth, the relevant Issuing Entity, the relevant State or Territory and representatives of the Underwriters.

Agreement for Offering Commonwealth Guaranteed Securities by and among the Commonwealth, the relevant Issuing Entity, the relevant State or Territory and representatives of the Underwriters.*

Itemised list of estimated expenses incurred or borne by or for the account of the Commonwealth of Australia in connection with the sale of the Guarantee of the liabilities of States and Territories in respect of State/Territory Debt Securities.

Opinion of Australian Government Solicitor with respect to the legality of the Guarantee of relevant State/Territory Debt Securities.

Consent of Dr. Ken Henry AC, Secretary of the Treasury of the Commonwealth of Australia.

Consent of Australian Government Solicitor (included in Exhibit G).

To be filed as an exhibit to a post-effective amendment to this Registration Statement relating to the Guarantee relating to the relevant State/Territory Debt Securities or in a report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement each time the Commonwealth of Australia issues an Eligibility Certificate or Eligibility Certificates relating to one or more series of State/Territory Debt Securities to be offered in one or more offerings registered under the Securities Act of 1933.

II-2

The agreements included as exhibits to this Registration Statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

·	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

·	may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

·	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

·	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and may be subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Commonwealth of Australia acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Registration Statement not misleading. Additional information about the Commonwealth of Australia may be found elsewhere in this Registration Statement and in the Commonwealth of Australia's other public filings, which are available without charge through the Commission's website at www.sec.gov. The contents of this website are not incorporated by reference into this Registration Statement. See "Where You Can Find More Information" in the prospectus.

II-3

SIGNATURES

REGISTRANT:

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorised, in the City of Canberra, Australia on 24 November 2009.

By:	/s/ Dr Ken Henry AC
	Name:	Dr Ken Henry AC
	Title:	Secretary of the Treasury of the Commonwealth of Australia

II-4

AUTHORISED AGENT IN THE UNITED STATES

TO RECEIVE NOTICES AND COMMUNICATIONS

FROM THE SECURITIES AND EXCHANGE COMMISSION:

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorised agent of the Commonwealth of Australia in the United States to receive notices and communications from the Securities and Exchange Commission, has signed this Registration Statement in Washington, D.C. on 24 November 2009.

By:	/s/ Mr. David Pearl
	Name:	Mr. David Pearl
	Title:	Minister - Counsellor (Economic)
		Australian Embassy
		Washington, D.C.
		Authorised Agent in the United States to receive notices and communications from the Securities and Exchange Commission

II-5

INDEX TO EXHIBITS

Exhibit No.	Description

A.	Deed of Guarantee in respect of the Australian Government Guarantee of State and Territory Borrowing.

B.	Australian Government Guarantee of State and Territory Borrowing Scheme Rules, including Guidance Note on the meaning of 'complex' for the purposes of the definition of New and Existing Bond Lines and Guidance Note on the use of Guaranteed Liabilities in lending to non-government owned entities.

C.	Eligibility Certificate(s).*

D.	Form of Agreement for Offering Commonwealth Guaranteed Securities by and among the Commonwealth, the relevant Issuing Entity, the relevant State or Territory and representatives of the Underwriters.

E.	Agreement for Offering Commonwealth Guaranteed Securities by and among the Commonwealth, the relevant Issuing Entity, the relevant State or Territory and representatives of the Underwriters.*

F.	Itemised list of estimated expenses incurred or borne by or for the account of the Commonwealth of Australia in connection with the sale of the Guarantee of the liabilities of States and Territories in respect of State/Territory Debt Securities.

G.	Opinion of Australian Government Solicitor with respect to the legality of the Guarantee of relevant State/Territory Debt Securities.

H.	Consent of Dr Ken Henry AC, Secretary of the Treasury of the Commonwealth of Australia.

I.	Consent of Australian Government Solicitor (included in Exhibit G).

II-6

	CONTENTS

1.	Interpretation	2
1.1.	Definitions	2
1.2.	Interpretation	3
1.3.	Commencement Date	4
1.4.	Eligibility Certificates	4
2.	Guarantee	4
3.	Claims	5
4.	Benefit of Guarantee	5
5.	Preservation of Rights	5
6.	Amendment and termination	5
7.	Notices	5
8.	Governing law	5

	Australian Capital Territory	means: (a) when used in a geographical sense, the Australian Capital Territory; and (b) when used in any other sense, the body politic established by section 7 of the Australian Capital Territory (Self-Government) Act 1988 (Cwlth).
	Beneficiary	means a person to whom a Guaranteed Liability from time to time is owed but does not include an Issuing Entity, or any of Those Guaranteed, where the Guaranteed Liability in question was issued by or on behalf of or is guaranteed by that State or Territory.
	Business Day	means a day (excluding Saturday and Sunday) on which banks are generally open in the Australian Capital Territory for the transaction of banking business.
	Commencement Date	means the date set out in Clause 1.3.1.
	Due Date	has the meaning given to it in Clause 2.1.1.b.
	Eligibility Certificate	means a certificate issued in accordance with the Scheme Rules.
	Existing Bond Line	has the meaning given to it in the Scheme Rules.
	Final Issuance Date	means the date determined by the Commonwealth in accordance with the Scheme Rules.
	Guaranteed Liability	means a liability that is within an Existing Bond Line or New Bond Line (as applicable) that is the subject of an Eligibility Certificate and that is issued on or before the Final Issuance Date.
	Issuing Entity	means any of the following: a. the New South Wales Treasury Corporation, constituted under the Treasury Corporation Act 1983 (NSW); b. the Treasury Corporation of Victoria established under the Treasury Corporation of Victoria Act 1992 (Vic); c. the Queensland Treasury Corporation originally constituted under the Statutory Bodies Financial Arrangements Act 1982 (QLD) and continued and preserved in existence under the Queensland Treasury Corporation Act 1988 (QLD) under the name and style "Queensland Treasury Corporation";

		d. the Western Australian Treasury Corporation established under the Western Australian Treasury Corporation Act 1986 (WA); e. the South Australian Government Financing Authority, a corporation established under the Government Financing Authority Act 1982 (SA); f. the Tasmanian Public Finance Corporation, established under the Tasmanian Public Finance Corporation Act 1985 (Tas); g. the Northern Territory Treasury Corporation, established under the Northern Territory Treasury Corporation Act 1994 (NT); h. the Australian Capital Territory, the body politic established by section 7 of the Australian Capital Territory (Self-Government) Act 1988 (Cwlth).
	New Bond Line	has the meaning given to it in the Scheme Rules.
	Scheme Rules	means the rules for the Australian Government Guarantee of State and Territory Borrowing Scheme published on www.stateguarantee.gov.au
	Those Guaranteed	means any of the following: a. the State of New South Wales; b. the State of Victoria; c. the State of Queensland; d. the State of Western Australia; e the State of South Australia; f. the State of Tasmania; g. the Northern Territory; h. the Australian Capital Territory

SIGNED for and on behalf of the Commonwealth of Australia by:	) ) )	/s/ The Hon. Wayne Swan
The Honourable Wayne Swan MP, Treasurer		Signature
In the presence of: Andrew Thomas		/s/ Andrew Thomas
Name of Witness		Signature of witness

	CONTENTS

1.	Interpretation		1

2.	Scheme Administrator		5

3.	Issue of Eligibility Certificates and Issuance of Guaranteed Liabilities		6

4.	Borrowing for Non Government Owned Entities		7

5.	Counter-Indemnity		7

6.	Fees		8

7.	Guarantee Statement and Website		8

8.	Notification of Potential Non- payment		9

9.	Claims and Payment		9

10.	Reporting		9

11.	Auditing		9

12.	Status of Eligibility Certificate		10

13.	Notices		10

14.	Changes to Scheme Rules		11

	Schedule 1	APPLICATION	13

	Schedule 2	ELIGIBILITY CERTIFICATE	15

	Schedule 3	FEE SCHEDULE AND PAYMENT ARRANGEMENTS AND REPORTING ARRANGEMENTS	16

	Schedule 4	FORM OF FEE LETTER	24

	Schedule 5	FORM OF COUNTER-INDEMNITY	25

	Schedule 6	FORM OF LEGAL OPINION IN RESPECT OF THE COUNTER-INDEMNITY	29

	Schedule 7	FORM OF CLAIM	32


	DEED
	DEED OF GUARANTEE IN RESPECT OF THE AUSTRALIAN GOVERNMENT GUARANTEE OF STATE AND TERRITORY BORROWING

	Date

	These Scheme Rules commence on 24 July 2009.

	Context

	These Scheme Rules are made in the following context:

A.	The Commonwealth wishes to support the capacity of Australian State and Territory Governments to access credit markets.

B.	With the exception of the ACT, which does not have a separate Issuing Entity, the States and Territories guarantee the borrowings of their Issuing Entities.

C.	The Commonwealth of Australia (the Commonwealth) has executed a Deed of Guarantee which comes into effect on 24 July 2009. The Deed of Guarantee applies where the relevant State or Territory defaults in its obligations to security-holders whether as the guarantor of the borrowings of Issuing Entities, or, in the case of the ACT, as the Issuing Entity.

D.	These Scheme Rules are referred to in the Deed of Guarantee and govern access to protection under the Deed of Guarantee.

1.	Interpretation

1.1.	Definitions

1.1.1.	Unless the contrary intention appears, a term in bold type has the meaning shown opposite it:

Application	means an application made under Scheme Rule 3.
Australian	means:
Capital Territory	(a)	when used in a geographical sense, the Australian Capital Territory; and
	(b)	when used in any other sense, the body politic established by section 7 of the Australian Capital Territory (Self-Government) Act 1988 (Cwlth).
Authorised Person	means a person authorised by Those Guaranteed and notified to the Commonwealth and Scheme Administrator under Scheme Rule 13.1.1.

	Beneficiary	means a person to whom a Guaranteed Liability from time to time is owed but does not include an Issuing Entity, or any of Those Guaranteed, where the Guaranteed Liability in question was issued by or on behalf of or is guaranteed by that State or Territory.
	Bond Line	means an Existing Bond Line or a New Bond Line (as the context requires)
	Business Day	means a day (excluding Saturday and Sunday) on which banks are generally open in the Australian Capital Territory for the transaction of banking business.
	Commencement Date	means the date on which the Deed of Guarantee commences.
	Counter-Indemnity	means each deed of counter-indemnity to be provided under Scheme Rule 3.1.9.a.
	Deed of Guarantee	means the Deed executed on behalf of the Commonwealth and entitled “Deed of Guarantee in respect of the Australian Government Guarantee of State and Territory Borrowing” as that deed is in force from time to time.
	Due Date	has the same meaning as in the Deed of Guarantee.
	Eligibility Certificate	means a certificate issued in accordance with Scheme Rule 3.
	Confidential Information	means information that is by its nature confidential and is either: a. designated by any of Those Guaranteed or an Issuing Entity as confidential or b. the Commonwealth knows or ought to know is confidential but does not include information which: d. is or becomes public knowledge other than through a breach of these Scheme Rules; e. is in the possession of the Commonwealth without restriction in relation to disclosure prior to receipt under these Scheme Rules; or f. has been independently developed or acquired by or for the Commonwealth.
	Existing Bond Line	means a category of securities established by an Issuing Entity prior to the First Application Date relevant to that Issuing Entity. The securities within the category must have the same maturity date and International Security Identification Number (ISIN) or equivalent but must not include securities that are:

		a. complex; or b. foreign currency denominated; or c. of a maturity length greater than 180 months.
	Existing Stock	means securities issued by an Issuing Entity prior to the First Application Date relevant to that Issuing Entity under an Existing Bond Line.
	Fee Formula	means the formula set out in Schedule 3 for the calculation of the Guarantee Fee payable by Those Guaranteed.
	Fee Letter	means the letter referred to in Scheme Rule 6.1.3.
	Final Issuance Date	means the date notified in accordance with Scheme Rule 3.1.6 as the last date on which an Issuing Entity can issue a security that is a Guaranteed Liability.
	First Application Date	in relation to each of Those Guaranteed is the date on which that State or Territory first submits an Application to the Scheme Administrator under these Scheme Rule for either an Existing or New Bond Line.
	Further Issuance	means an issue by an Issuing Entity in the period between the relevant First Application Date and the Final Issuance Date of securities within an Existing Bond Line or New Bond Line (as applicable) that is the subject of an Eligibility Certificate.
	Guarantee	means the guarantee contained in the Deed of Guarantee.
	Guarantee Fee	means the fee payable for the Guarantee as determined in accordance with Schedule 3.
	Guaranteed Liability	means a liability that is within an Existing Bond Line or New Bond Line (as applicable) that is the subject of an Eligibility Certificate and that is issued on or before the Final Issuance Date.
	Guarantee Statement	means the statement referred to in Scheme Rule 7.1.1.
	Issuing Entity	means any of the following: a. the New South Wales Treasury Corporation, constituted under the Treasury Corporation Act 1983 (NSW); b. the Treasury Corporation of Victoria established under the Treasury Corporation of Victoria Act 1992 (Vic); c. the Queensland Treasury Corporation originally constituted under the Statutory Bodies Financial Arrangements Act 1982 (QLD) and continued and preserved in existence under the Queensland Treasury Corporation Act 1988 (QLD) under the name and style "Queensland Treasury Corporation";

		e. the State of South Australia; f. the State of Tasmania; g. the Northern Territory; h. the Australian Capital Territory
	Unsecured Borrowings	in relation to any Issuing Entity means the face value of securities or other liabilities that are not Guaranteed Liabilities.

1.1.2.	In these Scheme Rules, unless the contrary intention appears:

	a.	Words and expressions defined in the Deed of Guarantee have the same meanings where used in these Scheme Rules;

	b.	References to a Schedule are to a Schedule to these Scheme Rules;

	c.	The singular includes the plural and vice-versa;

	d.	A reference to a person includes a body politic, body corporate or partnership;

	e.	The word "includes" in any form is not a word of limitation;

	f.	A reference to a person includes that person's administrators, successors and permitted assigns;

	g.	Any reference to time of day shall be a reference to that time of day in the Australian Capital Territory.

2.	Scheme Administrator

2.1.1.	The Scheme Administrator is responsible for administering the Scheme Rules on behalf of the Commonwealth.

2.1.2.	A reference in these Scheme Rules to something being approved by, at the discretion of, or otherwise within the power or control of, the Commonwealth shall include a reference to the Scheme Administrator providing such approval or taking any relevant action on behalf of the Commonwealth in its capacity as Scheme Administrator and Those Guaranteed or a Beneficiary are entitled to rely, without further enquiry, on such approval or action as if it had been done by the Commonwealth.

2.1.3.	Those Guaranteed and Issuing Entities must comply with the reasonable directions of the Scheme Administrator, in relation to the administration of the Guarantee, made within the scope of these Scheme Rules.


3.	Issue of Eligibility Certificates and Issuance of Guaranteed Liabilities

3.1.1.	Those Guaranteed may apply, at any time prior to the Final Issuance Date, for an Eligibility Certificate in respect of New Bond Lines in relation to which Those Guaranteed wish Further Issuances to be Guaranteed Liabilities.

3.1.2.	Any of Those Guaranteed may apply, at any time during the period commencing on the Commencement Date and ending twenty-eight (28) days after the First Application Date, for an Eligibility Certificate in respect of Existing Bond Lines in relation to which Those Guaranteed wish Existing Stock and Further Issuances to be Guaranteed Liabilities.

3.1.3.	An Application must be made in the form of Schedule 1 and delivered to the Scheme Administrator. The Scheme Administrator may request such additional information as it requires in relation to an Application.

3.1.4.	An Application which is incomplete or incorrect will be treated as not having been made and the Scheme Administrator will notify the applicant accordingly.

3.1.5.	The Scheme Administrator shall use its best endeavours to issue an Eligibility Certificate within 2 Business Days of the receipt of an Application.

3.1.6.	The Commonwealth shall provide Those Guaranteed with no less than twenty Business Days notice in writing of the Final Issuance Date.

3.1.7.	The Commonwealth may extend the Final Issuance Date at any time at its discretion by notice in writing to Those Guaranteed.

3.1.8.	No Eligibility Certificates will be issued after the Final Issuance Date. No securities which are issued after the Final Issuance Date will be Guaranteed Liabilities.

3.1.9.	Those Guaranteed must submit the following statements and legal documents with the Application under Scheme Rule 3.1.1 or 3.1.2:

	a.	an executed Counter-Indemnity in accordance with Scheme Rule 5;

	b.	a legal opinion, substantially in the form set out in Schedule 6, in respect of the executed Counter-Indemnity from the relevant Crown or State Solicitor or external legal advisers to the relevant State or Territory, addressed to the Commonwealth, in respect of the valid, binding and enforceable nature of the executed Counter-Indemnity; and

	c.	a Fee Letter substantially in the form set out in Schedule 4 and signed by an authorised person on behalf of Those Guaranteed lodging the Application.

3.1.10.	If the documents referred to in Scheme Rules 3.1.9.a and 3.1.9.b have been submitted as part of a previous notification they do not need to be submitted again, unless specifically requested by the Commonwealth.

3.1.11.	If the Commonwealth issues an Eligibility Certificate in respect of an Existing Bond Line, the Existing Stock issued under that Existing Bond Line will be a Guaranteed Liability.

3.1.12.	If the Commonwealth issues an Eligibility Certificate in respect of an Existing Bond Line or a New Bond Line, a Further Issuance under the Bond Line as described in the Eligibility Certificate will be a Guaranteed Liability.

3.1.13.	The decision to issue an Eligibility Certificate shall be at the discretion of the Commonwealth.

3.1.14.	An Eligibility Certificate shall be substantially in the form of Schedule 2.

3.1.15.	Issuing Entities must not issue a Further Issuance under a Bond Line, in respect of which an Eligibility Certificate has been issued, which differs in any material respect from the definition of the Bond Line in these Scheme Rules or the particulars of the Bond Line specified in the relevant Eligibility Certificate.

4.	Borrowing for Non Government Owned Entities

4.1.1.	It is not intended for the Deed of Guarantee to support borrowing for non government owned entities. Each of Those Guaranteed must ensure that, at all times during the term of the Deed of Guarantee, the value of financial accommodation provided by its associated Issuing Entity, to non government owned entities does not exceed the value of Unsecured Borrowings.

4.1.2.	In the event that a State or Territory does not comply with Scheme Rule 4.1.1, the Commonwealth, after consultation with that State or Territory, shall be entitled to determine the amount of, and to charge, a service fee to that State or Territory in respect of the amount in excess of the value of Unsecured Borrowings.

5.	Counter-Indemnity

5.1.1.	Subject to Scheme Rule 5.1.3, each Counter-Indemnity must be substantially in the form of Schedule 5 or such other form as is approved by the Commonwealth.

5.1.2.	Each Counter-Indemnity shall be executed as a deed by Those Guaranteed.

5.1.3.	The Commonwealth shall, as a condition to the issue of an Eligibility Certificate, be entitled to require the making of any amendment or supplement to a Counter-Indemnity which has previously been delivered to it, and the delivery to it of a further legal opinion of the kind referred to in Scheme Rule 3.1.9b as applicable.

6.	Fees

6.1.1.	The Commonwealth shall be entitled to determine the amount of, and to charge, a Guarantee Fee to each of Those Guaranteed in respect of their Guaranteed Liabilities in accordance with this Scheme Rule 6.

6.1.2.	The Guarantee Fee shall accrue during the period that the Guaranteed Liabilities subsist and shall be calculated in accordance with the Fee Formula.

6.1.3.	The Guarantee Fee shall be payable in accordance with the Fee Letter referred to in Scheme Rule 3.1.9.c.

6.1.4.	The Commonwealth may, at its discretion, waive the payment of a Guarantee Fee by Those Guaranteed:

	a.	in total;

	b.	for a specific period;

	c.	in respect of one or more Guaranteed Liabilities;

	d.	in respect of one or a class of Beneficiaries; or

	e.	for any combination of sub-paragraphs a to d above.

7.	Guarantee Statement and Website

7.1.1.	The Scheme Administrator will establish and maintain a website on which will be published a statement of Guaranteed Liabilities. The website is at www.stateguarantee.gov.au.

7.1.2.	The Guarantee Statement published under Scheme Rule 7.1.1 shall have no legal status, shall not affect the status or effect of any Eligibility Certificate, and shall be for information purposes only.

7.1.3.	The Commonwealth may have additional information published on the website referred to in Scheme Rule 7.1.1, including but not limited to:

	a.	a summary of the Guaranteed Liabilities from time to time;

	b.	any amendment or supplement to these Scheme Rules; and

	c.	notification of the cancellation of an Eligibility Certificate in accordance with Scheme Rule 12.1.2.

8.	Notification of Potential Non- payment

8.1.1.	Those Guaranteed shall notify the Scheme Administrator as soon as is practicable after becoming aware that it will be, or is likely to be, unable to make payment of a Guaranteed Liability on its Due Date.

9.	Claims and Payment

9.1.1.	A claim by a Beneficiary for payment under the Deed of Guarantee must be in writing and made in the form of Schedule 7 and delivered to the Scheme Administrator.

9.1.2.	A claim by a Beneficiary for payment under the Deed of Guarantee which is not made in the form of Schedule 7 is not a valid claim and shall be treated as not having been made.

9.1.3.	The Commonwealth shall pay to the Beneficiary the amount specified in a valid claim.

9.1.4.	A valid claim is one that establishes that the amount claimed:

	a.	is due to the Beneficiary;

	b.	remains unpaid despite the Beneficiary having made a claim on the Issuing Entity and, where different to the Issuing Entity, Those Guaranteed as specified in the form of claim; and

	c.	is in respect of a Guaranteed Liability.

10.	Reporting

10.1.1.	Those Guaranteed must provide written reports to the Scheme Administrator in accordance with the requirement in Schedule 3.

11.	Auditing

11.1.1.	The Commonwealth or any person appointed by the Commonwealth may at any reasonable time and subject to prior mutual agreement as to the nature and extent of the material involved (such agreement not to be unreasonably withheld) inspect and take copies of such of the accounting and working documents of Those Guaranteed and Issuing Entities as specifically relate to the matters covered by these Scheme Rules. Such right of inspection shall continue in relation to each of Those Guaranteed and their respective Issuing Entity for as long as Guaranteed Liabilities subsist.

11.1.2.	If the material inspected or copied under Scheme Rule 11.1.1 contains Confidential Information then the Commonwealth shall ensure that the Confidential Information is not disclosed without the written consent of the entity being inspected except:

	a.	for disclosure to the Commonwealth or Scheme Administrator or an adviser to either of them; or

	b.	where the disclosure is required by law or statutory or portfolio duties.

12.	Status of Eligibility Certificate

12.1.1.	The Beneficiary’s rights in relation to a Guaranteed Liability shall not be prejudiced by the failure of Those Guaranteed to comply with these Scheme Rules.

12.1.2.	Those Guaranteed may apply to the Scheme Administrator to have an Eligibility Certificate cancelled if there are no subsisting Guaranteed Liabilities in respect of the Eligibility Certificate and no intention for Further Issuances.

13.	Notices

13.1.1.	Each of Those Guaranteed must advise the Commonwealth and the Scheme Administrator of the names of the people who are authorised by that State or Territory to sign notices and communications on its behalf. The term "notice or other communication" includes any notice, Application, report or correspondence provided in relation to these Scheme Rules or the Deed of Guarantee.

13.1.2.	Any notice or other communication under or in connection with these Scheme Rules or the Deed of Guarantee shall be in writing and dealt with as follows:

	a.	If to be given to the Commonwealth or the Scheme Administrator then signed by the relevant Authorised Person giving the notice and:

		i.	Sent by pre-paid post; or

		ii.	Transmitted electronically by electronic mail or facsimile transmission:

	To :	The Scheme Administrator Australian Government Guarantee of State and Territory Borrowing c/- The Secretary Reserve Bank of Australia GPO Box 5367 SYDNEY NSW 2001

		email: administrator@stateguarantee.gov.au

		Fax: (02) 9551 8670

	b.	If to be given by the Scheme Administrator or by the Commonwealth to Those Guaranteed or an Issuing Entity then:

		i.	Delivered by hand;

		ii.	Sent by pre-paid post; or

		iii.	Transmitted electronically by electronic mail or facsimile transmission:

	as determined by the Scheme Administrator or Commonwealth to be appropriate, having regard to the content of the notice or other communication. Any notice provided by the Scheme Administrator or by the Commonwealth to Those Guaranteed or an Issuing Entity may also be published on the website referred to in Scheme Rule 7.

13.1.3.	In the case of delivery under 13.1.2.b.ii or 13.1.2.b.iii the notice will be effective if sent to the publicly listed or otherwise notified office address, facsimile number or email address of each of Those Guaranteed or each of those Issuing Entities to be notified.

13.1.4.	Any notice or other communication under or in connection with these Scheme Rules or the Deed of Guarantee to be made by the Scheme Administrator or the Commonwealth to a Beneficiary shall be made in such manner as the Commonwealth, in its exclusive and absolute discretion, decides is the most appropriate manner in the circumstances at the time. For the avoidance of doubt the manner of notification or communication may be by publication on the website referred to in Scheme Rule 7.

13.1.5.	A notice or communication is deemed to be effected:

	a.	If published on the website referred to in Scheme Rule 7 - upon publication or, if publication takes place after 5.00 pm, or on a day that is not a Business Day, then on the next Business Day.

	b.	if delivered by hand - upon delivery to the relevant address;

	c.	if sent by post - upon delivery to the relevant address;

	d.	if transmitted electronically - upon actual receipt by the addressee.

13.1.6.	A notice received after 5.00 pm, or on a day that is not a Business Day, is deemed to be effected on the next Business Day.

14.	Changes to Scheme Rules

14.1.1.	Subject to providing prior notice to Those Guaranteed, the Commonwealth may amend or supplement these Scheme Rules at any time at its discretion by publishing such amendment on the website referred to in Scheme Rule 7 provided that (except insofar as such amendment is required by law) such amendment does not:

	a.	reduce the Commonwealth's obligations to the Beneficiaries in a manner which is prejudicial to the interests of the Beneficiaries in respect of any subsisting Guaranteed Liability; or

	b.	materially prejudice the interests of Those Guaranteed in respect of any subsisting Guaranteed Liability.

A.1.1.	An Application for the Guarantee must be made using the Application Form available on www.stateguarantee.gov.au.

A.1.2.	Applications should be sent by:

	a.	post to:

		The Scheme Administrator Australian Government Guarantee of State and Territory Borrowing c/- The Secretary Reserve Bank of Australia GPO Box 5367 SYDNEY NSW 2001

	OR

	b.	email to: administrator@stateguarantee.gov.au.

	OR

	c.	fax to: (02) 9551 8670

B.	Information

	The Application must contain the following information:

B.1.	Date

B.1.1.	Date of Application

B.2.	Name of Applicant

B.3.	Contact Details

B.3.1.	Contact details for the Applicant, including postal and email addresses, telephone and fax numbers.

B.4.	Credit Rating

B.4.1.	The long-term credit rating of the Applicant by all major ratings agencies that rate the Applicant.

B.5.	Details of Liabilities

B.5.1.	The statement must include the following details.

	a.	List of the Bond Lines that are the subject of the Application;

		i.	name of the Issuing Entity;

		ii.	the security identifier;

		iii.	other features of the securities within the Bond Line.

	c.	In respect of any Existing Bond Line listed at B.5.1a:

		i.	the face value of Existing Stock;

		ii.	the maturity profile of the entire stock to be guaranteed in dollar value.

C.	Eligible Signatory

C.1.1.	The Application form and accompanying statements by the Applicant must be signed by the relevant Authorised Person.

A.1.	Certificate no. [ ] Date: [ ]

A.1.1.	The Commonwealth of Australia hereby certifies that the liabilities, the details of which are specified in the Annex to this Certificate, are Guaranteed Liabilities for the purposes of the Deed of Guarantee executed on behalf of the Commonwealth of Australia which takes effect from 24 July 2009.

	Signed


	Authorised signatory

B.	Annex

	Note: The description must be of the liabilities therefore the format of the description should be a description of the Bond Line and the common characteristics of the securities to be issued under it..

	The description should reference both the Issuing Entity for the Guaranteed Liability and the relevant State or Territory that is guaranteeing the debt in the first instance.

A.	General

A.1.1.	Those Guaranteed are required to pay the relevant Guarantee Fee on a monthly basis, in arrears. The monthly Guarantee Fee comprises the sum of the daily Guarantee Fees calculated in accordance with this Schedule for the days in the relevant month.

A.1.2.	Those Guaranteed are required to report monthly to the Scheme Administrator regarding the Guaranteed Liabilities in respect of which the Guarantee Fee is payable. The Guarantee Fee is only payable in respect of Guaranteed Liabilities. The forms for the monthly reports are available on www.stateguarantee.gov.au

A.1.3.	In calculating the value of Guaranteed Liabilities on which the Guarantee Fee is payable, the face value of the securities will be used.

A.1.4.	The report must be signed by the relevant Authorised Person and sent by email to The Scheme Administrator at administrator@stateguarantee.gov.au.

A.1.5.	The figures reported on the forms must be subject to the usual audit practices for Those Guaranteed and subject to an external audit at least annually. A copy of the external audit reports must be provided to the Commonwealth upon request.

A.1.6.	On the day the report is submitted, Those Guaranteed must remit the relevant Guarantee Fee to the specified account. This payment should preferably be made through SWIFT, or by direct credit.

A.1.7.	The report is to be submitted, and the Guarantee Fee paid, within 7 Business Days of the last calendar day of each month.

A.1.8.	Those Guaranteed that have obtained an Eligibility Certificate for a Bond Line must notify the Scheme Administrator within 5 Business Days of the first Further Issuance under the Bond Line.

B.	Fees

B.1.	Long Term Liabilities (maturity >12 months)

B.1.1.	Long Term Liabilities are securities issued under a Bond Line:

	a.	that has a maturity length greater than 12 months at the time the Bond Line was established, regardless of the date on which the securities are issued; and

	b.	for which an Eligibility Certificate has been issued.

B.1.2.	Subject to Section C of this Schedule, the Guarantee Fee for Long Term Liabilities is to be calculated by Those Guaranteed using the following formula, applied as at the end of each day:

	Guarantee Fee = ((Reducing Existing Stock Volume x Relevant Fee) + ((Total Outstanding Securities - Reducing Existing Stock Volume) x Relevant Fee)) / number of days in year

	Where:

	‘Reducing Existing Stock Volume’ equals the volume of Long Term Liabilities which were Existing Stock on the First Application Date minus the value of this Existing Stock which would have matured in accordance with the maturity profile advised in the relevant Application.

	Total Outstanding Securities means the value of all Long Term Liabilities issued to date minus the value of the Long Term Liabilities which have matured or been extinguished by the Issuing Entity.

	‘Relevant Fee’ is the Basis Points Fee determined by the relevant credit rating on the relevant First Application Date.

	'Basis Points Fee' is as prescribed below.

Credit Rating of Those Guaranteed	Fee (in basis points per annum) for Further Issuances	Fee (in basis points per annum) for Existing Stock
AAA/Aaa	30	15
AA+/Aa1	35	20

B.1.3.	Where Those Guaranteed have different credit ratings from two or more rating agencies, the lowest rating is to be used.

B.2.	Short Term Liabilities (maturity up to 12 months)

B.2.1.	Short Term Liabilities are securities issued under a Bond Line:

	a.	that has a maturity length less than or equal to 12 months at the time the Bond Line was established; and

	b.	for which an Eligibility Certificate has been issued.

B.2.2.	Subject to section C of this Schedule, the Guarantee Fee for Short Term Liabilities is to be calculated by Those Guaranteed using the following formula, applied as at the end of each day:

	Guarantee Fee = ((Existing Stock Volume x Relevant Fee) + (Further Issuance Volume x Relevant Fee)) / number of days in year

	Where:

	‘Existing Stock Volume’ equals the volume of Short Term Liabilities which were Existing Stock as at the relevant First Application Date minus the value of this Existing Stock which has matured or been extinguished by the Issuing Entity.

	‘Further Issuance Volume’ relates only to Further Issuances of Short Term Liabilities and equals the volume of these Further Issuances minus the value of these Further Issuances which have matured or been extinguished by the Issuing Entity.

	‘Relevant Fee’ is the Basis Points Fee determined by the relevant credit rating on the relevant First Application Date.

	'Basis Points Fee' is as prescribed below.

B.2.3.	Where Those Guaranteed have different credit ratings from two or more rating agencies, the lowest rating is to be used.

C.	Changes in Credit Ratings

C.1.1.	A change in credit rating is referred to as a Ratings Event. A Ratings Event is deemed to occur at midnight on the day the relevant ratings agency notifies the change in credit rating.

C.1.2.	Within 20 Business Days of a Ratings Event, the affected State or Territory will submit a report to the Scheme Administrator containing the following information:

	a.	A list of the Bond Lines for which Eligibility Certificates have been issued;

	b.	In respect of each Bond Line listed at C.1.2a that has a maturity length of greater than 12 months, the value of securities which have been issued up to the date of the Ratings Event and the maturity profile for those securities.

C.1.3.	The Scheme Administrator will use the information provided in the report to establish the composition of the Category 1 Further Issuances which will be the volume of securities to which the credit rating in place immediately before the Ratings Event will apply.

C.1.4.	In order to establish the composition of the Category 1 Further Issuances, the Scheme Administrator will establish a nominal composition of the reducing Existing Stock profile as at the point in time immediately prior to the Ratings Event. The actual reducing Existing Stock volume profile determined by the original Application in respect of Existing Stock will not alter.

C.1.5.	The Scheme Administrator will have regard to the following principles in establishing the nominal reducing Existing Stock profile:

	a.	Securities on issue within Existing Bond Lines, as at the Ratings Event, are matched against the reducing Existing Stock profile that was nominated in the relevant Application, up to the value of the securities in that original reducing Existing Stock profile. This is done by working through the securities by maturity date, commencing from the earliest maturing securities.

	b.	Any excess original reducing Existing Stock value left after the application of principle a above is then offset against any additional value (in excess of the original reducing Existing Stock) which has accumulated within Existing Bond Lines, working through the securities by maturity date, commencing from the earliest maturing securities.

	c.	Any excess original reducing Existing Stock value left after the application of principles a and b above is offset against securities within New Bond Lines, working through the New Bond Lines by maturity date, commencing from the earliest maturing New Bond Lines.

C.1.6.	Securities with a maturity length of greater than 12 months in existence as at the Ratings Event which are not part of the nominal reducing Existing Stock profile are the Category 1 Further Issuances.

C.1.7.	The Scheme Administrator will advise the relevant State or Territory of the nominal reducing Existing Stock profile and the Category 1 Further Issuance maturity profile calculated on the basis of the application of the above principles.

C.1.8.	From the date of notification in accordance with C.1.7, the Guarantee Fee for Long Term Liabilities is to be calculated by Those Guaranteed using the following formula applied as at the end of each day:

C.1.9.	From the date of notification in accordance with C.1.7, the Guarantee Fee for Short Term Liabilities is to be calculated by Those Guaranteed using the following formula applied as at the end of each day:

	Guarantee Fee = ((Existing Stock Volume x Relevant Fee) + (Further Issuance Volume 1 x Relevant Fee) + (Further Issuance Volume 2 x Relevant Fee)) / number of days in year

	Where:

	'Existing Stock Volume equals the volume of Short Term Liabilities which were Existing Stock as at the First Application Date minus the value of that Existing Stock which has matured or been extinguished by the Issuing Entity.

	'Further Issuance Volume 1' relates only to Further Issuances of Short Term Liabilities and equals the volume of these Further Issuances issued before the Ratings Event minus the value of those Further Issuances which have matured or been extinguished by the Issuing Entity.

	'Further Issuance Volume 2' relates only to Further Issuances of Short Term Liabilities and equals the volume of these Further Issuances issued on or after the Ratings Event minus the value of those Further Issuances which have matured or been extinguished by the Issuing Entity.

	'Relevant Fee' is the Basis Points Fee determined by:

	a.	in the case of Existing Stock, the relevant credit rating on the First Application Date;

	b.	in the case of Further Issuance Volumes 1 and 2, the relevant credit rating on the date of issuance.

	'Basis Points Fee' is as prescribed below.

C.1.10.	Where Those Guaranteed have different credit ratings from two or more rating agencies, the lowest rating is to be used.

C.1.11.	The process outlined in this Section will be followed for each Ratings Event. The Guarantee Fee Formula will be adjusted to refer to further Categories of New Issuances for each Ratings Event that occurs to a particular State or Territory.

D.	Changes in Credit Ratings not covered above

D.1.1.	Where Those Guaranteed are subject to a credit rating change and that credit rating is not covered by the existing fee table in section C above, then they shall continue to be charged the Guarantee Fee based on their previous credit rating until such time as the Scheme Rules are amended to deal with the new rating.

D.1.2.	In the event that the Basis Points Fees were to change, the Scheme Administrator would write to Those Guaranteed notifying the change to apply to Further Issuances occurring after the date of the notification.

E.	Reporting and Identification: General Requirements

E.1.1.	The first monthly fee report is due by 11 August 2009. This will cover the period from the Commencement Date to 31 July 2009.

E.1.2.	Those Guaranteed must have in place systems to identify separately:

	a.	Guaranteed Liabilities and other liabilities;

	b.	Existing Stock for which an Eligibility Certificate has been issued and Further Issuances under Bond Lines described in an Eligibility Certificate;

	c.	Further Issuances under Bond Lines described in an Eligibility Certificate according to the date of issuance;

	d.	The value of financial accommodation to non-government owned entities;

	e.	The face value of securities and other liabilities that are not Guaranteed Liabilities;

	f.	Existing Stock for which an Eligibility Certificate has been issued which has been repurchased and extinguished;

	g.	Existing Stock for which an Eligibility Certificate has been issued that has been repurchased but not extinguished.

E.1.3.	These systems must be in place before the Guaranteed Liabilities are issued.

E.1.4.	The monthly fee report will contain such information as is required by the Scheme Administrator and notified to Those Guaranteed.

F.	Calculations

F.1.1.	The Scheme Administrator will notify Those Guaranteed of any error in the calculation of the Guarantee Fee. Such notice may, at the discretion of the Scheme Administrator:

	a.	require payment of any underpayment within 7 Business Days or with the next monthly report; or

	b.	remit any overpayment; or

	c.	advise of an overpayment and direct that the overpaid amount be deducted from future monthly payments.