LANDMARK SQUARE PROPERTY FUND · 2016-01-11 · Section 1: Overview The Landmark Square Property Fund (“Fund”) offers investors the opportunity to invest in a mixed use retail

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LANDMARK SQUARE PROPERTY FUND

The above illustration is an artist’s impression of what the completed Landmark Square development may look

like upon completion. It is indicative only, and may be subject to change.

INFORMATION MEMORANDUM

AN INVESTMENT IN THE LANDMARK SQUARE PROPERTY TRUST SHOULD BE REGARDED

AS SPECULATIVE

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Important information

Trustee

Hamilton Asset Management Limited (ABN 75 139 473 699) is the trustee (“Trustee”) of the Landmark Square

Property Fund (“Fund”) and the issuer of the units offered under this Information Memorandum. The Trustee is

solely responsible for this Information Memorandum. The Trustee’s Australian Financial Services License (“AFSL”)

number is 343 546.

This Information Memorandum is dated 26 November 2015. This is an important document. In deciding whether

to invest, potential Investors should only rely on the information contained in this Information

Memorandum and no other representations from any party. If there is any material adverse change to the

information contained in this Information Memorandum, prior to the issue of the units, then we will issue

supplementary information.

Applications for units can only be submitted on an original Application Form which accompanies this Information

Memorandum.

The distribution of this Information Memorandum in a jurisdiction outside Australia may be restricted by law, and

persons who come into possession of it should seek legal advice on and observe any restrictions. Any failure to

comply with restrictions imposed by law may constitute a violation of that law. This Information Memorandum

does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make

such an offer. Persons holding copies of the Information Memorandum who are not in Australia should familiarise

themselves with the law and observe any restrictions.

Disclaimers

Suitability to investors

The Trustee makes no representation and gives no advice in respect of any financial, investment, tax, legal or

accounting matters in any jurisdiction including the suitability of the Landmark Square Property Fund to investors.

Neither the Trustee nor any of its agents or subcontractors shall be liable for any direct, indirect, special,

incidental, consequential, punitive, or exemplary damages, including lost profits (even if the Trustee is advised of

the possibility thereof) arising in any way from, including but not limited to:

(i) from relying upon the information provided in this Information Memorandum;

(ii) the modification or misuse of information in this Information Memorandum; or

(iii) claims or the provision of information by third parties in connection with the use of this Information

Memorandum.

This exclusion of liability is also made for the benefit of directors and employees of the Trustee.

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Future matters

This Information Memorandum may contain representations as to the occurrence of future matters. Such future

matters may not in fact occur.

Any prospective financial information is not intended to be a forecast:

(i) is predictive in character;

(ii) may be affected by inaccurate assumptions or by known or unknown risks and uncertainties; and

(iii) may differ materially from results ultimately achieved.

The Trustee does not guarantee any particular rate of return.

No warranties or representations

The Trustee attempts to provide accurate and complete information obtained from reliable sources, however,

makes no warranties or representations, express or implied, as to whether information provided in this Information

Memorandum is accurate, complete or up-to-date.

Any returns on the Landmark Square Property Fund as shown in this Information Memorandum are not

forecasts and are not reliable guides of future performance.

Before making a decision to invest, you should carefully read this Information Memorandum in full, and

consult your financial adviser or other qualified professional adviser.

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Contents

1. Overview .................................................................................................................................................4

2. Landmark Square Property Fund ...........................................................................................................6

3. Funding ...................................................................................................................................................10

4. Income Distributions ...............................................................................................................................11

5. How to Invest & Withdraw .......................................................................................................................13

6. Fees & Expenses ...................................................................................................................................14

7. Risks .......................................................................................................................................................16

8. Additional Information .............................................................................................................................19

9. Application Form .....................................................................................................................................22

10. Corporate Directory ................................................................................................................................42

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Section 1: Overview

The Landmark Square Property Fund (“Fund”) offers investors the opportunity to invest in a mixed use retail and residential

development project in a key growth area, Hurstville (“Project”, “Landmark Square”). The Project has been sourced,

analysed and designed by The One Capital Group Pty Limited ("Manager", “Development Manager”, "OCG", "The One

Capital Group") which will manage the Project.

Reference

Trustee

Hamilton Asset Management Limited (ABN 75 139 473 699), Australian

Financial Services License (“AFSL”) number is 343546.

Section 10

Fund Advisor

Modac Capital Pty Limited (ABN 91 162 292 195)

Section 10

Development

Manager

The One Capital Group Pty Limited (ABN 39 600 814 131)

Section 1

Commencement

Date

31 May 2016

Section 1

Term

6 years

Section 5 & 8

Underlying

Properties

• 61 Forest Road, Hurstville, 2220, NSW • 67 Forest Road, Hurstville, 2220, NSW • 71A Forest Road, Hurstville, 2220, NSW • 73 Forest Road, Hurstville, 2220, NSW • 75 Forest Road, Hurstville, 2220, NSW • 126 Durham Street, Hurstville, 2220, NSW

Section 2

Currency

The fund will be denominated in Australian dollars (AUD)

Section 1

Minimum Investment

$500,000 with additional investments in minimum parcels of $50,000

Section 5

Unit Price

Units will be issued initially at $1 per unit at the Commencement Date. Investors

must invest in a minimum of 500,000 units. Following the Commencement Date

the Fund will be closed to new investors and no new units will be issued.

Section 4

Distributions

Unitholders shall be paid an annual distribution at the rate of 10% per annum on

the issue price of the units for 3 years from the date of issue of the units.

This payment shall be made within 60 days of each annual anniversary of the

Commencement Date.

Upon the allotment of Units, the Trustee shall retain in a separately designated

bank account or accounts sufficient monies to enable the distributions to be

made.

These distributions shall not be paid after 3 years.

Any interest that is accrued on investor funds in the Fund's subscription account

between the time the funds are received and the Commencement Date of the

Section 4

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Fund will be refunded to investors at the time of the Fund's first distribution.

These funds will earn interest at a rate that will reflect the average rate of interest

of the Trust’s subscription account less any fees and charges. This rate will be

calculated by the Trustee.

As the Fund will invest in a medium term real estate development project,

distributions after the first three years will be dependent on parts or stages of the

Project being completed and sold.

Management Fee

The Management Fee is 0.80% p.a. of the Net Asset Value of the Fund. The fee

is payable to the Fund Advisor and is accrued and payable quarterly in arrears.

Section 6

Stage Completion

Fee

The Development Manager will receive a Stage Completion Fee equal to 10% of

the total distributions paid to Unit holder (excluding capital returns, and the 3

annual 10% payments to unit holders).

Section 6

Subscriptions

The Trustee will accept subscriptions for Units up to a maximum of AUD$80

million and with a minimum total subscription amount of AUD$48 million. The

fund will remain open for investment until 28 February 2016, unless adequate

subscription monies are raised sooner, in which case the Trustee may close the

Fund to further investment early. The subscription period may be extended by up

to a further 6 months at the discretion of the Development Manager by notice to

existing subscribers prior to 31 January 2016. Existing applicants will not be able

to withdraw their application if this 6 month extension option is exercised.

If less than $80 million but more than $48 million of equity financing is raised, the

Development Manager will provide the difference between the amount raised

and $80 million as debt funding on arm’s length commercial terms, before any

Units are issued. The fund does not intend to have any type of underwriting

agreement in place for the subscription of units.

Section 4

Cooling-Off

No cooling off period applies in respect of an application for Units

Section 5

Transferability

Investors are allowed to transfer the units, subject to the following conditions: (i) The Development Manager must be given the first priority/option to

purchase the units, at the initial subscription price. The Development Manager will have 90 days to exercise this right;

(ii) Existing investors (if approved by the Development Manager) have second priority to purchase the units, and

(iii) All transfers must be approved by the Development Manager

Section 5

Lock-in Period &

Redemptions

6 years Investors are not able to request redemption of their units during the 6 years

from the Commencement Date.

Section 5

Investment Risk

All investments carry risk. Investors should read and carefully consider these

risks as outlined in Section 7.

Section 7

Taxation Information

Taxation consequences will depend on each investor’s financial situation. Section 8

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Section 2: Landmark Square Property Fund

Who Should Invest? The Fund is suited to wholesale client investors (as defined under sections 761G and 761GA of the Corporations Act 2001)

seeking returns through investments in an Australian property development project.

Investment Objective The objective of the Fund is to provide investors with income distributions, and a return of capital upon the termination of the

Fund, through investing in the Landmark Square property development in Hurstville.

The project involves: 1. Acquiring the Land; 2. Obtaining a rezoning and development approval to construct the Project; and 3. Construction and sale of the Project.

The development and on-sale of separate lots within the Project is intended to provide investors with a profit. However there

is no guarantee that a profit will be made.

Strategy The Fund intends to invest in the acquisition and development of the Landmark Square site located in Hurstville. The

development will consist of purchasing the land (via the exercise of options that are currently held by The One Capital Group

over the land, an $8 million option nomination fee will be paid by the Fund to the OCG for nominating the Fund as the

transferee of the land) followed by rezoning and construction projects which is proposed to include a 200 room 5-Star luxury

hotel, two levels of retail shops (3319sqm), and 316 home units. Following the completion of the construction projects the

Fund intends to sell the assets and distribute the net profit to unit holders.

If the land value following any rezoning is not high enough to obtain sufficient senior debt financing to complete the project,

then the Development Manager reserves the right to direct the Trustee to sell the project and terminate the Fund early at it's

discretion. The Development Manager may also choose to direct the Trustee to sell the project upon the completion of any

stage if it is deemed to be in the best interests of unit holders.

If the rezoning or development approval is not obtained then the Manager has agreed to refund the initial subscription amount

plus any accrued distributions. If there is insufficient money in the fund to make the refund The One Capital Group will arrange

to provide additional money to the Fund to meet any short fall. This obligation of The One Capital Group is an unsecured

obligation and will be dependant on the credit worthiness of The One Capital Group. Investors will need to rely on

their own enquiries as to the credit worthiness of The One Capital Group. See Section 7: Risks.

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About The Landmark Square Site and Development Plans

The Landmark Square site is situated in the heart of Hurstville, where research indicates strong population and economic

growth1 as well as a city that is cosmopolitan, connected and sustainable

2. Hurstville is only minutes by car, train or bus to

Sydney’s CBD, airport and beautiful southern beaches. In addition, Hurstville offers premium lifestyle and leisure activities with

its range of shopping venues, parks, golf course, and an array of international cuisine. Education and healthcare are also key

features of the area with Danebank School and St. George Hospital offering the best in their respective fields.

The innovatively designed residential units of Landmark Square are planned to feature spacious living areas, quality kitchens,

boasting both form and function, exquisitely designed bathrooms, modern, well-appointed bedrooms, extensive views over

Sydney, and an abundance of natural light. Landmark Square is planned to feature a rooftop entertaining deck with views over

Sydney, perfect for warm summer nights or open-air lunches.

Landmark Square when complete is planned to include a childcare centre, supermarkets, retail outlets and boutique

restaurants, making Landmark Square its own thriving community-within-a-community.

Not only will Landmark Square provide homes for an expanding population and bring more than 300 jobs to the region, the

construction of this residential and business centre will generate over $600 million in revenue, creating an estimated 2000 jobs

in the process3.

We are expecting Landmark Square to be a vibrant and valuable addition to the City of Hurstville in terms of economic

development and lifestyle opportunities. Landmark Square is likely to become a landmark in a place where this already well-

connected community can work, relax, enjoy life, and be a part of Hurstville’s bright and promising future.

Underlying Properties

• 61 Forest Road, Hurstville, 2220, NSW (Lot 1) • 67 Forest Road, Hurstville, 2220, NSW (Lot 101) • 71A Forest Road, Hurstville, 2220, NSW (Lot 100) • 73 Forest Road, Hurstville, 2220, NSW (Lot 10) • 75 Forest Road, Hurstville, 2220, NSW (Lot 3) • 75 Forest Road, Hurstville, 2220, NSW (Lot 4) • 126 Durham Street, Hurstville, 2220, NSW (Lot 1) • 126 Durham Street, Hurstville, 2220, NSW (Lot 2)

Builder

It is proposed to appoint Gencorp Pty Ltd to construct the project.

Investors need to satisfy themselves as to whether or not Gencorp Pty Limited, has sufficient resources to construct

a project of this type and size.

Project Team

Project Developer: The One Capital Group Pty Ltd

Project Manager: The One Capital Group Pty Ltd

Builder: Gencorp Pty Ltd

Project Architect: DR Design (NSW) Pty Ltd

Sales and Marketing: To be Determined

Legal: Baker & McKenzie

1 Reference source; Hill PDA Consulting – Planning Proposal for Hurstville City council – March 2015 #



# This report was commissioned for the benefit of The One Capital Group and is not an independent report

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Minimum Investment Period

The minimum investment period is 6 years except if the Fund is terminated earlier. Investors are not able to request

redemption of their units during the 6 years after the Fund has raised its required capital. The minimum investment timeframe

or any part of it may be waived at the sole discretion of the Trustee for any particular investor, only after consultation with the

Development Manager. If the Project takes longer than six years then redemption requests may put investor returns at risk.

See Section 7: Risks.

Structure

The Fund will be structured as a unit trust and operate as an unregistered wholesale managed investment scheme. Hamilton

Asset Management Limited will be the Trustee.

Upon the minimum subscription being met, the Trustee will arrange for the establishment of the Landmark Square

Development Trust, a wholly owned development trust to be established, which will own and develop the property.

A special purpose company - Landmark Square Investment Fund Pty Ltd (ABN 31 607 209 941) - (“the SPV”) which will be

wholly owned by the Landmark Square Property Fund will act as trustee of the Landmark Square Development Trust.

The trustee intends to appoint the following persons as directors of the SPV:

Name: Wensheng Liu

Address: 81 Penshurst Road, Narwee, NSW 2209

Date of Birth: 31/10/1966

Place of Birth: Beijing, China

Mr Liu holds a Bachelor of Economics from the University of International Business and Economics (Beijing, China) and a

Master of Management from Monash University (Melbourne, Australia). He was the General Manager of the Australian Branch

of the China IFA Group from 2000-2006, General Manager of Preparatory Office for the China Large Project Investment

Corporation from 2007-2008 and from 2008 to the present he has been CEO of the Australian branches of Hebei Chntech

Industrial Co., Ltd, China WDL Group, China Investment Group, as well as the CEO of GR Capital Group P/L. He has also

been the President of the Australian Table Tennis Open since 2008.

Name: Elaine Tang

Address: 30 Lindeman Crescent, Green Valley NSW 2168

Date of Birth: 20/05/1975

Place of Birth: Phnom Penh, Cambodia

Elaine has been involved in the Australian real estate sector since 1996 as well as holding various other management

positions. She was the sales secretary for Gala Real Estate & Starr Partners Real Estate from 1996-1999, Property Manager

for Hurstville Real Estate from 1999-2001, Office Manager for Community First Real Estate from 2001-2004,

Director/Dressmaker for Wildcats Bridal from 2004-2007, Housing Manager for St George Community Housing from 2008-

2009, Client Relations & Facilitator for IPC & Co Pty Ltd from 2007-2010, Office Manager for Community First Real Estate

from 2009-2014 and Client Relations/Strategic Planning and Facilitator for Gencorp Pty Ltd from 2014 to the present.

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The Trustee will appoint The One Capital Group to act as the Development Manager. The Trustee will appoint the

Development Manager under a Development Agreement. It is proposed that under the terms of the Development Agreement

the Development Manager may assign the Development Agreement with the consent of the trustee (and its management of

the Fund) to a related body corporate or an associate of its broader corporate group.

As Development Manager, The One Capital Group will be solely responsible for developing and managing the Project..

Investors will invest at least a minimum initial subscription amount of $500,000 (or more) in the Fund and will be allocated units.

Thereafter investors may make additional investments in the Fund in minimum increments of $50,000. There is no maximum

investment amount, however, the trustee will close the Fund to new investors once $80 million is raised and will not allow total

subscriptions to exceed $80 million. Once sufficient monies have been raised, the Fund will make investments either directly

or through a number of Investment Trusts. The Fund or any of its Investment Trusts may have borrowings to provide funding,

to enhance returns and/or to provide liquidity.

The Development Manager will be entitled to receive payments as follows:

(a) following completion of the purchase of the land there will be up to $32 million of funding in the Trust to assist with

liquidity in respect of costs of the trust including (but not limited to) obtaining re-zoning and development approval and

meeting other trust obligations such as payment of some of the fixed distributions over the first three years of the

Project.

The Development Manager will be entitled to be paid $32 million plus an amount equal to any interest received on cash

deposits held by the Fund (up to a maximum deposit amount of $32 million) prior to this payment being paid. This

amount will be payable to the Development Manager only once the Fund has sufficient operating revenue (i.e. sufficient

returns from sales) and reserves to make such payment.

In terms of priority of payments, this payment will rank below all expenses of the fund and the fixed distributions due

over the first three years but above all other distributions;

(b) a stage completion fee equal to 10% of the total distributions paid to Unit holders (excluding any capital distribution and

excluding the 3 annual 10% payments paid to Unit holders).

The order of priority of payments for the Fund will be:

1) The trustee must pay all expenses of the Fund including all loans, development costs and other fees and expenses

incurred from time to time;

2) The ordinary unit holders are to receive a 10% distribution each year for the first three years;

3) The payment of the $32 million plus accruals to the Development Manager;

4) The Development Manager's stage completion fee and the ordinary unit holders remaining profits

5) Return of original capital to unit holders.

If the rezoning and development approval is not obtained by 30 June 2017, the Development Manager will procure the

repayment in full of the amounts subscribed by the unit holders in consideration of the Development Manager being issued

with one ordinary unit in the Fund to become the sole unitholder.

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Section 3: Funding

Equity Funding

The Fund aims to raise AUD $80m in equity financing through a public offer. This money will be used to pay for the completion

of the land purchase (including all expenses relating to the purchase), the costs of having the land rezoned and obtaining the

Development Approval, and all other costs of the fund up to obtaining the rezoning and development approval (including the

Management Fee). These expenses will also include an $8 million nomination fee in relation to the exercise of the options held

over the land i.e. a fee to be paid for the OCG to nominate the Fund as the transferee of the land. This money will also ensure

there is enough cash in the Fund to cover the three projected annual 10% payments to unit holders during the first three years

of the project.

If less than $80 million but more than $48 million of equity financing is raised, OCG will provide the difference between the

amount raised and $80 million as debt funding on arms length commercial terms, prior to any Units being issued.

The fund does not intend to have an underwriting agreement in place for the subscription of units.

The obligation of OCG to provide the additional funding, is unsecured and potential investors need to make their own

enquiries as to the creditworthiness of The One Capital Group Pty Limited.

Potential Debt Funding

If the Fund raises less than $80 million but more than $48 Million under this document, OCG will procure debt funding of the

shortfall between the amount raised and $80 million. This funding will be provided before the subscription amounts are

released to the Fund.

Senior Debt

Upon completion of the land purchase, and subsequent rezoning, it is expected that the land will materially increase in value.

At that time the Manager will seek to obtain senior debt funding from a financial institution on behalf of the Fund. This money

will be used to fund the remainder of the development, including trust expenses, construction costs, and any other costs

incurred in the completion of the Project.

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Section 4: Income Distributions

Unitholders shall be paid an annual distribution at the rate of 10% per annum on the issue price of the units for 3 years from

the date of issue of the units.

This payment shall be made within 60 days of each annual anniversary of the Commencement Date.

Upon the allotment of Units, the Trustee shall retain in a separately designated bank account or accounts sufficient monies to

enable these payments to be made.

These fixed 10% per annum distributions will end after 3 years.

The Development Manger aims to complete the Stage 1 development in the 3rd year and if completion does take place, to

distribute the Net Profit of the development (Apartments must be sold and settled) to Investors. Stage 2 and 3 are proposed to

commence simultaneously following the completion of Stage 1. It is expected these stages will be completed in two years and

three years, respectively. At the completion of these stages the net profit will distributed to investors, additionally, the

completion of Stage 3 will also involve a return of capital to investors.

Each stage of the development includes construction work on the following:

Stage 1: :expected to be 11 levels of home units (which will be about 94 home units) and 2 levels of retail shops of about

1,106 square meters;

Stage 2: expected to be 26 levels of home units (which will be about 222 home units) and 2 levels of retail shops of about

1,106 square meters;

Stage 3: expected to be 22 levels of hotel rooms and 2 levels of retail shops of about 1,106 square meters.

The Fund’s Trust Deed permits the Trustee to allow reinvestment of distributions. However, as at the date of this Information

Memorandum, the Trustee does not intend to allow reinvestment of distributions.

Issue Price, Withdrawal Price & Unit Pricing Units will be issued initially at $1 per unit at the Commencement Date of the Fund, with a minimum initial subscription of

$500,000 and parcels of $50,000 thereafter. The Trustee will accept total subscriptions for units up to a maximum of AUD$80

million and with a minimum total subscription amount of $48 million. The Fund will remain open for investment until 28

February 2016, unless adequate subscription monies are raised sooner in which case the Trustee may close the Fund to

further investment early. The subscription period may be extended at the discretion of the Development Manager for a further

period of up to 6 months by notice to then existing subscribers. Existing applicants will not be allowed to withdraw their

subscription if this extension option is exercised.

If less than $80 million but more than $48 million of equity financing is raised The One Capital Group will provide the difference

between the amount raised and $80 million as debt funding on arm’s length commercial terms, prior to any Units being issued.

This obligation of The One Capital Group is an unsecured obligation and will be dependent on the credit worthiness

of The One Capital Group. Investors will need to rely on their own enquiries as to the credit worthiness of The One

Capital Group.

Investors are required to invest for a minimum period of 6 years from the date of commencement. The minimum investment

timeframe may be reduced below 6 years at the sole discretion of the Trustee for any particular investor.

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Method of Payment

Distributions and withdrawals will be paid into a nominated Australian bank/financial institution account only. Where valid

account details have not been supplied by the investor, any distributions will be retained by the Trustee until such details

required by the Trustee have been supplied. Any interest earned on such money will not accrue to the investor.

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Section 5: How to Invest & Withdraw

How to Invest

Investors can apply to invest in the Fund by completing the Application Form in Section 9 of this Information Memorandum and

returning it to the Trustee. The minimum initial investment amount is $500,000. Investors will be able to increase their investment

in minimum parcels of $50,000 thereafter.

The Fund Commencement Date is 31 May 2016 at which time units will be issued at an issue price $1 per unit. Applications

received will be accepted until 28 February 2016, or until the Trustee has received adequate subscriptions monies, in which case

the Trustee may close the fund to new investors early. The subscription period may be extended at the discretion of the

Development Manager for a further period of up to 6 months by notice to then existing subscribers. Existing subscribers will

not be allowed to withdraw their subscription if this extension option is exercised.

Application monies may be paid by electronic transfer. Please pay your application monies to the account specified in the

Application Form. You must carefully follow the instructions for making deposits via electronic funds transfer. For your

application to be successful you must include a copy of the confirmation of your transfer of funds with your Application

Form. A confirmation of units issued will be sent by the Trustee upon their issue.

The Trustee may reject applications for any reason, in part or in full, at its absolute discretion.

Exit Strategy

Investors are required to invest in the Fund for a minimum period of 6 years (the expected duration of the Fund) from the date of their

initial investment. The minimum investment timeframe or any part of it may be waived at the sole discretion of the Trustee for

any particular investor, only after consulting with the Development Manager. If the Project is not complete after 6 years

investors may put in redemption requests, which may be met at the discretion of the Trustee. Depending on the liquidity of the

fund at this time, this may require a forced sale of assets which may adversely affect investor returns. It is the Manager's belief

that the Project will take significantly less than 6 years to complete. If the Project is not able to be completed due to some

adverse event then the fund will be liquidated and investors will be at risk of significant losses.

No Cooling-Off Period

There is no cooling-off period in respect of applications for units for investors in this Fund.

Transfers

Investors are allowed to transfer units, subject to the following conditions:

(i) The Development Manager must be given the first priority/option to purchase the units, at the initial subscription price

(the Development Manager will have 90 days to exercise this right);

(ii) Existing investors (if approved by the Development Manager) have second priority to purchase the units, and

(iii) All transfers must be approved by the Development Manager.

Transfers will not be effective until registered by the Trustee. The Trustee may refuse to register any transfer of units at its

absolute discretion, only after consulting with the Development Manager.

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Section 6: Fees & Expenses

The table below sets out the fees and other costs of the Fund:

Fee or Cost Amount How & When Paid

Establishment Fees:

The fee to set up your investment in the Fund Nil Not applicable

Contribution/Application Fee:

The fee for the initial and every subsequent investment

you make Nil Not applicable

Withdrawal Fee:

The fee charged for each withdrawal you make from the

Fund Nil Not applicable

Termination Fee:

The fee when you close your account with the Fund Nil Not applicable

Trustee Fee:

for acting as Trustee for the Fund

Nil for investors Refer to “Additional Information on Fees

& Expenses”

Management Fee:

0.80%p.a.

Calculated based on the unit holders

equity in the fund (ie effectively the net

asset value of the Fund) and accrued

and payable quarterly in arrears to the

Fund Advisor

Stage Completion Fee:

for successfully completing stages of the property

development

10% of the total

distributions paid to

investors

(excluding capital

distributions and

the 3 annual 10%

payments to Unit

holders

Payable to the Development Manager

Ongoing Costs

Nil

Refer to “Additional Information on Fees

& Expenses”

Member fee:

Member account keeping fee charged by the Fund Nil Not applicable

Note: All the above fees and costs are quoted exclusive of any applicable GST.

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Additional Information on Fees & Expenses

Trustee Fee -Trustee fees will be payable by the Fund Advisor to the Trustee from the Commencement Date until the

termination of the Fund. In the event that the Fund Advisor fails to pay the Trustee within 45 days of invoice, the Trustee will

be paid directly by the Fund.

Ongoing Costs - The Fund Advisor will be responsible for the out of pocket expenses of the Trustee that relate to the fund

establishment and day to day administration of the fund in normal circumstances. These costs include but are not limited to the

cost of establishing the Fund and day to day administration of the fund. All professional indemnity insurance costs and all he

operational costs such as holding and developing the land and all associated costs will be paid out of the assets of the Trust.

In the event that the Fund Advisor fails to pay the Trustee within 45 days of invoice, the Trustee will be paid directly by the

Fund.

Waiver or Postponement

The Trustee may waive or postpone payment of fees or reimbursement of expenses.

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Section 7: Risks Risk Overview All investments carry a degree of risk and targeted returns to investors are not guaranteed. The Trustee has identified the key

risks below which should be considered before choosing to invest in the Fund. This is not a comprehensive summary of all of

the risks related to an investment in the Fund. You should read this Information Memorandum in full before deciding whether

to invest and consider consulting your financial adviser, investment broker or other professional advisers should you require

further advice.

General Investment Risk - Investment returns are affected by many continually changing factors, such as economic and

legislative changes, capital market fluctuations, interest rate movements and investment management issues. These factors

can cause fluctuations in unit prices and distributions, as well as give rise to profits or losses on redemption of units. Changes

in government policy and legislation (for example, taxation as it affects property trust distributions) may have an effect on the

performance of the Fund and the relative attractiveness of investing in it. Naturally, the implication of this new legislation can

only be assessed if and when it is introduced.

Market Risk - Economic, technological, political or legal conditions, and market sentiment, can and do change. Changes in

investment and property markets can affect the value of the Fund’s investments.

Property Risk - The performance of property and property funds is affected by a range of factors including liquidity, inflation,

business confidence, interest rates, the quality of properties, vacancy levels, rental rates, supply and demand for property

investment and space, competing properties, current and forecast income and construction/refurbishment costs. The Fund will

also be subject to development risks including construction risk, planning risk, time delays and cost increases.

Rezoning and Development Approval Risk - The Development Manager will seek to mitigate the rezoning and development

risk by agreeing that if the proposed rezoning or the proposed development approval is not obtained by 30 June 2017 (Sunset

Date), then all ordinary units in the Fund will be redeemed for their initial subscription amounts. The Development Manager

has agreed to provide finance to the Fund for this purpose if this occurs. This redemption price will be in addition to all

distributions which have been paid or accrued up to the Sunset Date. The Development Manager is confident that the rezoning

and development approved can be obtained and expects this to be finalized by 31 October 2016.

Third Party and Contractor Failure: there is a risk that the contractual parties are unable to carry out their obligations which

may result in time delays and cost overruns. This may adversely affect the return to Unitholders.

Purchaser Default On Sales Contracts: there is a risk that purchasers of the completed projects may default on their

obligation to the Fund, which may lead to the loss of income to the Fund and increased costs as a result of enforcement action.

Change In Construction And/or Development Costs: certain development costs may be subject to cost escalation or

general price rises. Unforeseen increases in material or labour costs may increase the total costs for the development, which

may impact the returns for Unitholders.

Changes In Sales Price: the sale price for the residential units and other properties in the development are subject to a

number of economic conditions that are beyond the control of the Trustee. There is a risk that the properties do not achieve

expected selling prices resulting in a reduced level of revenue flowing to the Fund. This would adversely affect returns to

Unitholders.

Debt Finance Risk: after the land for the Project has been acquired, and the subsequent rezoning and development

approvals have been obtained, the Development Manager expects there to be a significant increase in the value of the land. At

this time the Fund will seek to obtain debt finance from a financial institution. There is a risk that the Fund will be unable to

obtain the desired amount of debt finance and the Project will be unable to proceed or the Fund will have to seek additional

funding from other sources which may be considerably more expensive.

17

Default On Debt Facility: it is expected that the Fund’s debt facility will be subject to certain conditions precedent to

drawdown such as pre-sales of units. It will also be subject to financial covenants, review events, reporting and security

requirements which are usual for a facility of this nature. A breach of any of these conditions may result in the lender enforcing

its security and among other things terminate the facility and sell the units.

Interest Rate Risk - Changes in interest rates can have a positive or negative impact on investment values or net income

returns as the cost of borrowing may increase or decrease. To mitigate this risk, the Development Manager may fix or hedge a

proportion of its interest rate exposures. It should be noted borrowings may increase the potential returns of the Fund but will

also increase the potential risk.

Currency Risk - The Fund will be denominated in Australian dollars. Any returns it derives will also be denominated in

Australian dollars. Therefore it will not be exposed to foreign currency risk. However, foreign investors may be subject to the

impact of movements in their domestic currency against the Australian dollar.

Liquidity Risk - Investors are required to remain in the Fund for 6 years from the date of their initial investment. There is

limited or no liquidity during this period. The minimum investment timeframe may be reduced below 6 years at the sole

discretion of the Trustee for any particular investor. Where the Fund’s assets are largely illiquid or in circumstances where the

Trustee considers it is in the interest of investors to engage in an orderly sale of assets, the Trustee may delay redemptions.

Such delays could, in some circumstances, be lengthy. There is no secondary market for this investment and it does not

currently trade on an exchange. The Trustee retains full discretion in relation to accepting or rejecting redemption requests.

Insolvency Risk - There is a risk that the builder appointed for the Project by the Development Manager or some other key

party becomes insolvent during the course of the development. If this was to occur it would adversely affect the performance

of the fund. All parties involved in the Project will seek to ensure they have sufficient cash available to remain solvent.

Potential investors should make their own enquiries about the creditworthiness of the parties involved in the Project.

Legal & Counterparty Risk - The Fund may, in the ordinary course of business, be involved in possible litigation and disputes.

A material or costly dispute or litigation may adversely affect the income or capital value of the Fund. Also, the Fund has and

may enter into legal and contractual arrangements in respect of its activities with counterparties. Should a counterparty fail to

perform under these contracts, the Fund may be adversely affected.

Delayed or Non-Completion of the Project - The fund will allow investors to request a redemption of their units after 6 years.

If the Fund does not have sufficient liquidity at this time then redemption requests may require a forced sale of assets in order

for them to be fulfilled. If this occurs than it is likely to significantly reduce investor returns. It is the Development Manager's

opinion that the Project will take significantly less than 6 years to be completed. If the Project is unable to be completed for any

reason then the fund will be liquidated and it is likely that investors will incur significant losses. Reasons for the project being

unable to be completed include things such as a crash in property markets or the Development Manager or some other key

party becoming insolvent. If the project is unable to be completed due to an inability to obtain a rezoning of the land or being

unable to obtain development approval, then investors will be refunded their initial subscription amount as well as any accrued

distributions.

Creditworthiness of The One Capital Group - In the event that the Project does not obtain the rezoning of the land or obtain

development approval by 30 June 2017, the Development Manager must procure the repayment in full of the amounts

subscribed by the unit holders in consideration of the Development Manager being issued with one ordinary unit in the Fund to

become the sole unitholder. This means that investors must consider the creditworthiness of the OCG when

determining the value of this option.

Professional Indemnity Insurance - In the event that the Trustee is unable to obtain Professional Indemnity Insurance on

terms that in its sole discretion it regards as satisfactory, prior to the allotment of Units, it will terminate the Fund, and return

the subscription monies, less any costs to Unit holders.

In the event that the Trustee ceases to be able to obtain Professional Indemnity Insurance after the Commencement Date the

Trustee may at its sole discretion do any or all of the following,

(a) appoint a replacement trustee,

18

(b) commence to wind up the fund

(c) charge the fund an annual self-insurance fee equivalent to five times the last annual or equivalent, professional

indemnity insurance premium paid indexed for the Consumer Price Index;

(d) obtain guarantees and indemnities form any a party on terms acceptable to the Trustee.

19

Section 8: Additional Information

Material Documents

The following sets out a summary of material documents which will be relevant to the Fund. The material documents will be:

Information Memorandum;

Trust Deed;

Development Agreement;

Property Management Agreement.

The summaries in this section do not explain the effect of every detail in the documents.

Trust Deed

The Fund is governed by a Trust Deed dated on or about the date of this Information Memorandum (“IM”).. The Trust Deed

sets out the obligations and responsibilities of the Trustee as well as the rights of Unitholders.

The Trust Deed may be amended by the Trustee from time to time where it reasonably considers the change will not adversely

affect the rights of Unitholders or if the change is approved by the Unitholders via a special resolution.

Development Agreement

The Trustee will appoint The One Capital Group to act as Development Manager for the Fund. Under this agreement The One

Capital Group will be responsible for the development and all other primary commercial aspects of the project other than the

holding of the assets (which will be the responsibility of the Trustee) which will include, but are not limited to:

Carrying out due diligence in relation to the project;

Acquisitions of property and other investments;

Disposals of property and other investments;

Managing and monitoring of investments;

arranging the construction of the project;

obtaining zoning and development approvals

Securing and arrangement of debt facilities in relation to funding of property and other investments;

Reporting to investors on the performance of the Fund; and

Ensuring ongoing compliance with regulatory requirements.

Property Management Arrangements

The Trustee intends to appoint either a related party or third party property manager to manage each of the Fund’s property

assets. Services provided by the property manager may include leasing, the collection of rent and outgoings, payment of

operating expenses, property accounting, maintenance contract management and engineering services, ensuring compliance

with occupational health and safety regulations and other property management services.

20

The property manager will be engaged on commercial terms at market rates. The cost of property management services are

recoverable from either the assets of the Fund or its underlying Investment Trusts and form part of the cost of managing the

assets of the Fund or Investment Trusts.

Trustee’s Indemnity & Liability

The Trustee will not be liable for any loss or damage to any person (including any Unitholder) unless it acted other than in

accordance with the Trust Deed and the IM without a belief held in good faith that it was acting in accordance with the Trust

Deed and the IM. In any case, the liability of the Trustee is limited to the assets of the Fund from which the Trustee is

indemnified.

The Trustee has a right to be fully indemnified out of the assets of the Fund in respect of all expenses, liabilities, costs and any

other matters incurred by it in connection with the Fund and against all actions, proceedings, costs, claims and demands

brought against it in its capacity as Trustee of the Fund.

Application Monies

All monies received by the Trustee from investors will be held in a regulated trust bank account until the units are issued to the

investors. Investors are entitled to any interest earned on money held in the trust bank account, any such interest will be paid

to the investors with their first annual distribution. Investor funds will earn interest at a rate to be determined by the Trustee

that will aim to reflect the average interest rate of the Trust’s subscription account.

Rights of Unitholders

The beneficial interest in the Fund is divided into units. Each unit confers on the Unitholder a beneficial interest in the Fund.

Each Unitholder’s liability under the Trust Deed is limited to the amount, if any, that remains unpaid in relation to the

Unitholder’s units. The Unitholders are generally entitled to:

receive a share of the Fund’s distributable income;

redeem or transfer units;

receive regular reporting in relation to the Fund; and

inspect the Trust Deed.

Termination of the Fund

The Fund is intended to last 6 years but has no set termination date. The Trustee has no intention to wind up the Fund in the

short to medium term. However, the Trustee retains the right to terminate the Fund at any time at its own discretion or when

required by law. If the Fund is terminated, the Trustee must convert the Fund’s assets to cash and pay off the Fund’s liabilities

(including those incurred in winding up the Fund and any unpaid fees). Unitholders are then entitled to a share of the balance

of the assets in accordance with the Fund’s Trust Deed. This will be the final distribution of the Fund, which may include both a

capital and income component.

Taxation - Generally

Investment in the Fund will have tax consequences which will be particular to each investor. Investors should obtain their own

tax advice in relation to any investment in the Fund.

21

Anti-Money Laundering Regulations

By applying for units you are taken to agree to the following terms:

you warrant that you comply with all applicable anti-money laundering laws and regulations, including but not limited

to the anti-money laundering laws and regulations of Australia (in force from time to time);

you are not aware and have no reason to suspect that:

(i) the money used to fund your investment in the Fund has been or will be derived from or related to any money

laundering or other activities deemed illegal under applicable laws or regulations or otherwise prohibited under

any international convention or agreement (“illegal activities”); or

(ii) the proceeds of your investment in the Fund will be used to finance illegal activities; and

you agree to promptly provide us with all information that we reasonably request in order to comply with all applicable

laws and regulations relating to anti-money laundering.

22

Section 9: Application Form

THIS FORM IS TO BE USED IF YOU WISH TO INVEST IN UNITS.

This is an Application Form for the Landmark Square Property Fund issued by Hamilton Asset Management Pty Ltd (AFSL 343546) (ABN 75 139 473 699).

This Application Form accompanies the IM dated 26 November 2015 and any supplementary IM issued for the Units. It is important that Investors read the IM in full and the acknowledgements contained in this Application Form before applying for the Units. The Issuer will provide you with a paper copy of the IM including any supplemental IM and the Application Form, on request without charge.

A person who gives another person access to the Application Form must at the same time and by the same means give the other person access to the IM including any supplemental IM.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act (‘FATCA’) is a US law enacted to combat non-compliance by U.S. taxpayers using

foreign accounts. FATCA requires foreign financial institutions (‘FFIs’) to report to the US tax authority, or the relevant local tax

authorities for jurisdictions covered by an appropriate Intergovernmental Agreement (‘IGA’) with the US, information about

financial accounts held by U.S. taxpayers, foreign entities in which US taxpayers hold a substantial ownership interest and

payments to Non-participating Financial Institutions. The Trustee does not intend to allow any person or entity who is subject

to the FATCA rules to invest in the Fund.

I/We hereby apply for the following Units to be issued by the Issuer to me/us as set out in this Application Form below pursuant to the IM dated 26 November 2015 for the Landmark Square Property Fund Units:

Proof of Identity must be provided with this Application Form. The identity requirements are based on the Investor type.

If an Individual / Sole Trader or Individual Trustee an original certified copy of one of the following documents must be provided

• Current Australian State or Territory Driver’s Licence containing your photograph

• Australian Passport that is current or has expired within the preceding 2 years

• Card issued under a State or Territory law, for the purpose of providing a person’s age, containing a photograph of the

person in whose name the card is issued.

• Current foreign government issued passport (or similar international travel document) that contains your photograph and

signature

• We may contact you if other documents are required.

When you are sending your proof of identity, please send certified copies only. Do not send originals.

Documents written in a language that is not English must be accompanied by an English translation prepared by an accredited

translator.

If a Company

For Australian companies which are registered with ASIC, proof of identity is not required with this application form. However,

we may request documents at a later time in order to verify an inconsistency that arises in respect of information provided on

this application form and Australian public records or if otherwise required.

If a Trust

For any Trust which is one of the following, proof of identity is not required for the Trust (although proof of identity may be

required for the Trustee – see below):

23

• A managed investment scheme registered by ASIC

• A self-managed superannuation fund regulated by the ATO

• A superannuation fund regulated by APRA

• An approved deposit fund regulated by APRA

• A public sector superannuation fund regulated by APRA

• A government superannuation fund established by legislation

For any other Trusts, one of the following documents must be provided:

• An original certified copy of the trust deed

• A notice (such as a notice of assessment) issued by the ATO or IRD within the last 12 months

• A letter from a solicitor or qualified accountant verifying the name of the Trust

Please also provide the following Trustee information:

If the Trustee is an Individual, please provide the identification documentation required for Individuals (Section 1) for at least

one of the Trustees

If the Trustee is a Company, no identification documentation is required at this stage. We may contact you if other documents

are required.

When you are sending your proof of identity, please send certified copies only. Do not send originals.

Documents written in a language that is not English must be accompanied by an English translation prepared by an accredited

translator.

What is a certified copy?

A certified copy is a document that has been certified as a true copy of the original document by one of the following:

• an officer with, or authorised representative of, a holder of an Australian financial services licence, having two or more

continuous years of service with one or more licensees

• a finance company officer with two or more continuous years of service (for the purposes of the Statutory Declaration

• Regulations 1993)

• a permanent employee of the Australian Postal Corporation with two or more continuous years of service who is employed

in an office supplying postal services to the public

• an agent of the Australian Postal Corporation who is in charge of an office supplying postal services to the public a Justice

of the Peace

• a person who is enrolled on the roll of the Supreme Court of a State or Territory, or the High Court of Australia, as a legal

practitioner (however described)

• a judge of a court

• a magistrate

• a chief executive officer of a Commonwealth court

• a registrar or deputy registrar of a court

• an Australian police officer

• an Australian Consular Officer or an Australian Diplomatic Officer (within the meaning of the Consular Fees Act 1955)

• a member of the Institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants

• a notary public (for the purposes of the Statutory Declarations Regulations 1993)

If an individual Applicant, please provide:

• your full name, date of birth, residential address, nationality and government issued unique identification number (e.g.

drivers license or passport number) under 1) below.

If a company Applicant, please provide:

• the details of all directors under 1) below

24

• the name of the company, principle place of business and registered office addresses, ABN/ARBN or ACN (if there is no

ABN) and other company details under 2) below

• the details of the beneficial owners under 4) below.

If a super fund Applicant with an individual trustee, please provide:

• the details of the trustees under 1) below

• the name of the super fund and ABN under 3) below

• the details of the beneficial owners of the corporate trustee under 4) below.

If a super fund Applicant with a corporate trustee, please provide:

• the details of all directors of the trustee under 1) below

• the name of the corporate trustee, principal place of business and registered office addresses, ABN/ARBN or ACN (if there

is no ABN) and other company details under 2) below

• the name of the super fund and ABN under 3) below

• the details of the beneficial owners of the corporate trustee under 4) below.

If a trust Applicant with an individual trustee, please provide:

• the details of the trustees under 1) below

• the name of the trust and other trust details under 3) below

• the details of the beneficiaries of the trust under 5) below

If a trust Applicant with a corporate trustee, please provide

• the details of all directors of the trustee under 1) below

• the name of the corporate trustee, principal place of business and registered office addresses, ABN/ARBN ACN (if there is

no ABN) and other company details under 2) below

• the name of the trust and other trust details under 3) below

• the details of the beneficial owners of the corporate trustee under 4) below

• the details of the beneficiaries under 5) below

25

APPLICATION FORM

A. Applicant 1/Trustee/ Director Name

First Name Middle Name Last Name

Date of Birth

Residential Address Details - Number and Street (please note that PO Box is not accepted)

Suburb, City or Town State Postcode

Country Nationality

If the individual is not an Australian resident for tax purposes, state country of residence for tax purposes. This is

not required if the individual is a trustee.

If the individual is a United States of America resident for tax purposes then the Trustee does not intend to allow

them to invest.

FATCA Information (US Foreign Account Tax Compliant Act)

Is the individual a US citizen or resident of the US for tax purposes?

Yes If yes, provide the individual’s US Taxpayer Identification Number (TIN):

No

Applicant 2/ Trustee/ Director Name


Date of Birth



Country Nationality

26




them to invest.




No

Applicant 3/ Trustee/ Director Name


Date of Birth



Country Nationality




them to invest.




No

27

Applicant 4 Trustee/ Director Name


Date of Birth



Country Nationality




them to invest.




No

28

2) COMPANY/CORPORATE TRUSTEE NAME

Name

Registered office address

Principal place of business address (please include "same as above" if this address is the same as the registered office address)

ABN / ARBN / ACN (if applicant is a foreign company with none of these numbers, please include any identification number issued to the applicant in its jurisdiction)

Public or proprietary company

Country of formation

If the company or any of its beneficial owners are required to pay taxes in the USA then the Trustee does not intend to allow it to invest.

TAX RESIDENCY AND FATCA INFORMATION (US FOREIGN ACCOUNT TAX COMPLIANT ACT)

If the Company is not an Australian resident for tax purposes, state country of residence for tax purposes.

For Australian Companies

If the Applicant Company is an Australian Company, complete:

FATCA Status (select only ONE of the following categories and provide the information requested)

Financial Institution (A custodial or depository institution, an investment entity or a specified insurance

company for FATCA purposes)

Provide the company’s Global Intermediary Identification Number (GIIN), if applicable

If the company does not have a GIIN, please provide its FATCA status

If the company is a Financial Institution this section is now complete, proceed to section 3 (for trustees)

or section B as appropriate.

29

Non-Financial Public Company (Public companies that are not Financial Institutions as described above)

If the company is a Public Company, this section is now complete, proceed to section 3 (for trustees) or

section B as appropriate.

Non-Financial Proprietary Company (Proprietary companies that are not Financial Institutions as described above)

Are any of the beneficial owners US citizens or residents of the US for tax purposes

Yes No

If yes, provide the name and US Taxpayer Identification Number (TIN) of each beneficial owner who is a US citizen or

resident of the US for tax purposes.

Full given names (s) Surname US TIN Address

1

2

If the company has more than two beneficial owners that are US citizens or US residents for tax purposes, please

provide additional details on a separate page that is marked with the name of the company and attach it to this

application form.

Tick here if you are including/have included details of additional beneficial owners.

For Foreign Companies

If the Applicant Company is a Foreign Company, complete:


United States Company (A company created in the US, established under the laws of the US or a US taxpayer)

Is the company an exempt payee for US tax purposes?

Yes No

If yes, proceed to section 3 (for trustees) or section B as appropriate.

If no, Provide the company’s US Taxpayer Identification Number (TIN)

If the company is a US Company this section is now complete, proceed to section 3 (for trustees) or

section B as appropriate.

30

Financial Institution (A custodial or depository institution, an investment entity or a specified insurance

company for FATCA purposes)

Provide the company’s Global Intermediary Identification Number (GIIN), if applicable

If the company does not have a GIIN, please provide its FATCA status

If the company is a Financial Institution this section is now complete, proceed to the section 3 (for

trustees) or section B as appropriate.

Non-Financial Public Company (Public companies that are not Financial Institutions as described above)

If the company is a Public Company, this section is now complete, proceed to the section 3 (for trustees)

or section B as appropriate.

Non-Financial Proprietary Company (Proprietary companies that are not Financial Institutions as described above)

Are any of the beneficial owners US citizens or residents of the US for tax purposes

Yes No

If yes, provide the name and US Taxpayer Identification Number (TIN) of each beneficial owner who is a US

citizen or resident of the US for tax purposes.

Full given names (s) Surname US TIN Address

1

2

If the company has more than two beneficial owners that are US citizens or US residents for tax purposes, please

provide additional details on a separate page that is marked with the name of the company and attach it to this

application form.

Tick here if you are including/have included details of additional beneficial owners.

31

3) TRUST/ SUPER FUND NAME

Name

ABN

Type of trust (e.g. super fund, family trust)

Country of establishment

Full name of the settlor of the trust

If the trust is required to pay taxes in the USA then the Trustee does not intend to allow it to invest.

4) Details of beneficial owners (who own through one or more share holdings more than 25% or more of the issued capital) in the Company/Corporate Trustee

Full Name Date of Birth Residential Address

5) Details of all Trust beneficiaries (Not required for complying super funds)

Full Name Date of Birth Residential Address

32

6) TAX RESIDENCY AND FATCA INFORMATION (U.S. FOREIGN ACCOUNT TAX COMPLIANT ACT)

If the Trustee is not an Australian resident for tax purposes, state country of residence for tax purposes.

Regulated super funds (Self-Managed Superannuation Funds, APRA regulated super funds, government super funds

or pooled superannuation trusts) are not required to complete this section and can proceed to section B.

For all other Australian Regulated Trusts and Trustees (eg Registered Schemes and Approved Deposit Funds

regulated by APRA):

Provide the Trust or Trustee’s Global Intermediary Identification Number (GIIN), if applicable

If neither the Trust nor the Trustee has a GIIN, please provide the Trust’s FATCA status

All Australian Regulated Trusts and Trustees (eg Registered Schemes and Approved Deposit Funds regulated by

APRA) can proceed to section B

For all Unregulated Trusts and Trustees:

This section is not required to be completed for deceased estates (deceased estates can proceed to section B)


United States Trust (A trust created in the US, established under the laws of the US or a US taxpayer)

Is the company an exempt payee for US tax purposes?

Yes No

If yes, proceed to section B.

If no, provide the trust’s US Taxpayer Identification Number (TIN)

33

If the trust is a US trust this section is now complete, proceed to section B.

Financial Institution or Trust with a Trustee that is a Financial Institution (A trust that is primarily established for

custodial or investment purposes or a Trust that has a Trustee that is a Financial Institution in its own right)

Provide the Trust or Trustees’s Global Intermediary Identification Number (GIIN), if applicable

If neither the Trust nor the Trustee has a GIIN, please provide the Trust’s FATCA status

If the Trust is a Financial Institution or has a Trustee that is a Financial Institution this section is now complete,

proceed to section B.

Other (Trusts that are not US Trusts, Financial Institutions or do not have Financial Institution Trustees)

Are any of the Trust beneficiaries, trustees or settlors US citizens or residents of the US for tax purposes

Yes No

If the Trustee is a company, are any of this company’s beneficial owners US citizens or residents of the US for tax

purposes.

Yes No

Provide the name, address and US Taxpayer Identification Number (TIN) of each beneficiary, trustee, settlor or

beneficial owner who is a US citizen or resident of the US for tax purposes. Addresses are only required if they have

not already been provided in this form.

34

US Person 1 US Person 2

If the trust has more than two beneficiaries/trustees/settlors/beneficial owners who are US citizens or US residents

for tax purposes, please provide the additional details on a separate piece of paper which is marked with the name of

the trust and include it with this application form.

Tick here if you have included details of additional beneficiaries/trustees/settlors/beneficial owners

Full given name(s)

Surname

US TIN

Residential Address (PO Box is NOT acceptable)

Suburb State

Country Postcode

Full given name(s)

Surname

US TIN

Residential Address (PO Box is NOT acceptable)

Suburb State

Country Postcode

35

B. POSTAL ADDRESS DETAILS:

Number and Street


C. TELEPHONE AND EMAIL DETAILS:

Daytime Number

(include area code)

Contact Name

Email address

D. DETAILS OF THE UNITS TO BE PURCHASED

Number of Units

(Minimum $500,000 with $50,000 increments thereafter)

Application monies

(Total Investment Amount)

x $1.00

36

E. PAYMENT

Payment is by electronic transfer of funds to Hamilton Asset Management Pty Ltd Applications Trust Account:

Bank Name: National Australia Bank Limited

Account Name: Hamilton Asset Management Limited Trust Account

BSB: 082-748

Account Number: 194-156-707

You must also attach a copy of the confirmation of your transfer of funds to this Application Form when

returning it to the Trustee.

(Please note that any funds transferred prior to the Applications Open Date will be returned.)

F. BANK ACCOUNT DETAILS (FOR DIRECT CREDIT OF FUNDS TO YOUR ACCOUNT):

I/We request that payments due to me/us by the Issuer be deposited directly into the following account. Unless advised in

writing or otherwise, I/we acknowledge that all future payments due to me/us will be paid into the nominated account.

Bank/Financial institution name

BSB Number

Account number

-

Account name Branch/suburb

37

Investor acknowledgements and representations

1. I/We irrevocably appoint for valuable consideration the Issuer, its related bodies corporate, its attorneys and its nominees

and each of their respective employees whose title includes the word "director" jointly, and each of them severally as

my/our true and lawful agent to do:

(a) all acts and things that I/we am/are obliged to do under the Terms or any other agreement or arrangements

between me/us and the Issuer relating to the Units;

(b) everything necessary or expedient to bind me/us to the Terms, complete any blanks in the Terms and date and

execute the Terms and any other documents necessary to effect the sale and purchase of Units on my/our behalf;

(c) anything incidental or necessary in relation to the above (including, but not limited to, completing any blanks in this

Application Form and appointing any person as sub-attorney to do any of the above).

2. I/We indemnify the agent against all claims, losses, damages and expenses suffered or incurred as a result of anything

done in accordance with the above agency appointment.

3. I/We have read and understood, and agree to accept the Units on the Terms relevant to my/our Units. In particular, I/we:

(a) acknowledge that by signing this Application Form and arranging to lodge it with the Issuer, the Issuer may, in its

absolute discretion, accept or reject my/our Application and may allocate a lower number of Units than I/we applied

for;

(b) acknowledge that I/we received a complete copy/print-out of the IM accompanied by this Application Form before

I/we completed this Application Form;

(c) acknowledge that I/we cannot withdraw my/our Application Form except as permitted by law;

(d) agree to be bound by the Terms set out in the IM;

(e) acknowledge that neither the Issuer nor any of its related entities have provided any tax advice or otherwise made

any representations regarding the tax consequences of an Application for or an investment in Units;

(f) acknowledge that to the extent I/we deem appropriate, I/we have or will obtain my/our own financial, legal and

taxation advice from an independent professional adviser; and

(g) waive and agree not to assert any claim against the Issuer or any of its related entities with respect to the tax

aspects of this investment in Units.

4. Where bank account details have not been provided to enable direct credit of funds to my/our account, I/we acknowledge

that I/we will receive any cash payments by cheque. I/We acknowledge that the Issuer may impose a charge reflecting

the cost of processing cheque payments, provided the Issuer gives prior notice to me/us of its intention to impose such a

charge. Neither the Issuer nor the Registrar will be responsible for any delays in crediting funds to my/our nominated

account as a result of transaction procedures or errors by any financial institution.

5. I/We agree to accept the issue of the Units specified above subject to the same conditions.

6. I am/We are not bankrupt or insolvent (as the case may be) and am/are able to pay my/our debts as and when they

become due and no step has been taken to make me/us bankrupt or commence winding up proceedings, appoint a

controller or administrator, seize or take possession of any of my/our assets or make an arrangement, compromise or

composition with any of my/our creditors.

38

7. I/We declare that:

(a) if signing as an attorney, the power of attorney authorises the signing of this Application Form and no notice of

revocation has been received;

(b) I/we am/are not minor(s) and do not suffer from any other legal disability preventing the execution of this Application

Form;

(c) if signing in a capacity other than a personal capacity, in addition to being bound in that other capacity, I/we agree

to be bound in an unlimited personal capacity,

(d) in the case of joint applicants, we agree to be jointly and severally bound; and

(e) I/we have full legal capacity to complete and lodge this Application Form and have taken all action that is necessary

to authorise this Application and be bound by the Terms of this offer.

8. If I am/we are acting as trustee in relation to the holding of the Units (including acting as trustee for a superannuation

fund):

(a) I am /we are acting in accordance with my/our designated powers and authority under the trust deed. In the case of

superannuation funds (if applicable) I/we also confirm that the funds are complying funds under the Superannuation

Industry (Supervision) Act;

(b) I/we declare that I am / we are familiar with the documents constituting the trust (the Trust Documents) (and as

amended, if applicable) purporting to establish, and relating to, the Trust and hereby declare and confirm that:

a) the trust and the Trust Documents have been validly constituted and is subsisting at the date of this declaration;

b) I am/we are empowered and authorised by the terms of the Trust Documents examined by me/us to enter into

and bind the trust to the transactions completed by the Terms and this IM;

c) it is proper for me/us to apply for Units and to do everything that the IM contemplates that I/we will do

d) the transactions completed by the Terms and this IM do or will benefit the beneficiaries of the trust; and

e) I/we have all the power, authority and discretion vested as trustee to apply for and hold the Units.

9. I/We will not offer, sell, re-sell or deliver, directly or indirectly, any Units so purchased in any overseas jurisdiction or to

any foreign persons, or for the account or benefit of any such foreign person, or to others for the offering, sale or re-sale

or delivery in any overseas jurisdiction or to any such foreign persons where that offer, sale, resale or delivery would be

in breach of any Australian or foreign law.

10. I/We acknowledge that Units are not a deposit obligation of the Issuer and are subject to investment risks, including the

possible loss of the total amount invested.

11. By signing this Application Form, I/we:

(a) represent that I/we have not relied in any way whatsoever on any statements made by, or purported to be made by,

the Issuer or their related entities or any of their respective servants, agents, employees or representatives in

relation to this investment, other than as set out in the IM and acknowledge that the Issuer has not made, and the

IM does not contain, any representations to me/us with regard to the suitability or appropriateness of this investment

in Units, given my/our investment objectives, financial situation or particular needs or the tax consequences of

making this investment in Units;

(b) acknowledge that neither the Issuer nor its related bodies corporate, Affiliates, associates or officers:

(i) guarantees the performance of the Units; or

(ii) guarantees that the Units will achieve a particular rate of return

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(c) understand that nothing in the IM or Application Form can be considered investment advice or a recommendation to

invest in Units;

(d) acknowledge that application monies will only be accepted and any payments by the Issuer will only be paid in

Australian currency;

(e) acknowledge that an investment in Units is subject to investment risk and agree that those risks are appropriate for

a person in my/our circumstances and with my/our investment objectives.

(f) represent and warrant that I am/we are not prohibited by law from being given the IM and any replacement or

supplementary document or making an Application;

(g) have read the Terms of the IM and note the obligations under the Anti-Money Laundering and Counter-Terrorism

Act 2006 (AML/CTF Act) and Rules as summarised below;

(h) agree to give further information or personal details to any relevant person if required to allow the Issuer to meet its

obligations under anti-money laundering, counter-terrorism and taxation legislation;

(i) declare that I am/we are not commonly known by any other names to those disclosed in this Application Form,

unless I have disclosed otherwise to the Issuer;

(j) declare that any document or information to be used for the purposes of this Application (whether or not provided on

or with this Application Form) is complete and correct, is not misleading and I/we have not withheld any relevant

information;

(k) acknowledge that it may be a criminal offence to knowingly provide false, forged, altered or falsified documents or

misleading information or documents when completing an Application Form for the product.

(l) warrant that:

(i) I/We are not aware and have no reason to suspect that:

a. the moneys used to fund my/our investment in the Units have been derived from or related to any money

laundering, terrorism financing or other illegal activities, whether prohibited under Australian law,

international law or convention or by agreement; or

b. the proceeds of my/our investment will be used to finance any illegal activities; and

(ii) I am/We are not a politically exposed person or organisation;

12. I/We acknowledge that I/we have read and understood the declarations set out above in this Application Form, and by

returning the Application Form together with my/our payment for the Total Investment Amount, I/we agree to be bound by

them and make the declarations contained therein. I/We agree to indemnify the Issuer and any of its related bodies

corporate against any loss, liability, damage, claim, cost or expense incurred as a result, directly or indirectly, of any such

declaration set out in this Application Form proving to be untrue or incorrect.

13. I/We have read and understood the Privacy Policy in this IM and agree that information about me/us written on this form

will not be collected, used or disclosed for any purpose other than for the purposes stated in the IM. Where I/we have

provided information about any other individual, I/we will make that individual aware of the provisions of the privacy

statement.

Privacy

By signing an Application Form, you agree to the Issuer, the Registrar and their respective related bodies corporate, affiliates,

agents, permitted delegates and sub-delegates (together the "Entities") collecting, holding and using your personal information

to process your application, to manage the products and services provided, for the Entities to perform their business activities

40

and functions. Without this information, it may be impossible to process your application or provide an appropriate level of

service. Your personal information will not be shared, sold, rented or disclosed other than as described in the Issuer’s and the

Registrar’s privacy policies.

In most cases the Issuer collects your personal information directly from you although the Issuer may also collect your

personal information from third parties including where information is missing from the Application Form that you send us.

The Entities may disclose your personal information to:

employees, related bodies corporate, contractors or service providers including, without limitation, custodians, registry providers, web hosting providers, IT systems administrators, mailing houses, printing companies, payment processors, data entry service providers, electronic network administrators, debt collectors, and professional advisors such as accountants, solicitors, business advisors and consultants;

suppliers and other third parties with whom we have commercial relationships, for business, marketing, and related purposes;

a governmental or regulatory body (such as ASIC, ATO, AUSTRAC, the United States of America Securities and Exchange Commission and Inland Revenue Service or any other regulator or law enforcement agency located in Australia or elsewhere);

any organisation where required to by a court order or under law; and

any organisation for any authorised purpose with your express consent. For example, your administrator or another person nominated by you.

AML/CTF Act and Rules

The Issuer aims to prevent, detect and not knowingly facilitate money laundering and terrorism financing. The Issuer does this

to comply with the AML/CTF Act and Rules. To meet its regulatory and compliance obligations under the AML/CTF Act, its

contractual obligations and its internal due diligence requirements, the Issuer will be implementing a number of measures and

controls including carefully identifying, verifying and monitoring its investors and, where required by law, reporting any

suspicious matters to the regulator, AUSTRAC.

We ask you to note:

a) our right to collect and identify information and to verify documents under the AML/CTF Act and Rules;

b) our right not to provide a designated service in certain circumstances;

c) that transactions may be delayed, blocked, frozen or refused where reasonable grounds are established that the

transaction breaches Australian law or sanctions, or the law or sanctions of any other country;

d) that where transactions are delayed, blocked, frozen or refused, we are not liable for any loss you suffer (including

consequential loss) as a result of our compliance with the AML/CTF Act as it applies to the product;

e) from time to time during the term of your investment, you may be required to provide additional information to assist us in

the above process;

f) that it is an offence under AML/CTF Act to provide false or misleading information to us or to provide us with a false

identification/verification document;

g) we have reporting obligations in relation to the AML/CTF regulatory regime and must report certain matters to AUSTRAC;

h) that the tipping off prohibition requirements under the AML/CTF regulatory regime may prevent us from informing you

that any such reporting has taken place; and

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i) that we may have other legal obligations to disclose the information gathered about you to regulatory and/or law

enforcement agencies, including AUSTRAC and to other bodies, including a related company that forms part of our

Designated Business Group (if any), if required by law.

Dated

SIGNED, SEALED AND DELIVERED by:

(Individual Applicant, Joint Applicants or Individual Trustee Applicant)

First Applicant's Signature Second Applicant's Signature

First Applicant's Name Second Applicant's Name

(Company Applicant or Corporate Trustee Applicant) Executed by:

Company Name

Affix Company Seal (if you have one):

Director's Signature Director/Secretary's Signature

Director's Name Director/Secretary's Name

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Section 10: Corporate Directory

Trustee

Hamilton Asset Management Limited

(ABN 75 139 473 699)

Australian Financial Services License (“AFSL”) number 343 546

Phone: +61 2 4920 2877

Address: 10 Murray Street, Hamilton, NSW 2303

Website: http://www.hamiltonam.com.au/

Development Manager

The One Capital Group Pty Limited

(ABN 39 600 814 131)

Phone: +61 2 9586 0660

Email: [email protected]

Address: 3C/124 Forest Road, Hurstville, NSW 2220

Fund Advisor

Modac Capital Pty Limited

(ABN 91 162 292 195)

Email: [email protected]

Address: Level 27, AMP Centre, 50 Bridge Street, Sydney NSW 2000

Website: www.modac.com.au

Solicitor

Baker & McKenzie

(ABN 32 266 778 912)

Phone: +61 2 9225 0200

Fax: +61 2 9225 1595

Address: Level 27, AMP Centre, 50 Bridge Street, Sydney NSW 2000

Website: www.bakermckenzie.com

http://www.hamiltonam.com.au/

http://www.modac.com.au/

http://www.bakermckenzie.com/