SUPPLEMENTARY INFORMATION...

Information Memorandum: IM 15-10-2014

SUPPLEMENTARY INFORMATION MEMORANDUM

MACQUARIE BUSINESS CENTRE UNIT TRUST ABN 87 719 265 512

Supplementary IM Date: 08 May 2015

Shri Ganesh Capital Pty Ltd T/A STARIN The Trustee for Macquarie Business Centre Unit Trust

ABN 91 123 287 007 AFSL 457784

Supplementary Information Memorandum: IM 08-05-2015



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Table of content: 1. Fund and Important Notice .............................................................................................................. 1

2. From the CEO ................................................................................................................................... 2

3. At a Glance ....................................................................................................................................... 4

4. STARIN ........................................................................................................................................... 7

4.1 Overview ............................................................................................................................ 7

4.2 Organisational Structure .................................................................................................... 7

4.3 Benefits of Investing .......................................................................................................... 7

4.4 Investment Process ............................................................................................................ 8

4.5 Management Team ............................................................................................................ 8

4.6 Responsible Manager ......................................................................................................... 8

4.7 Investment Committee ...................................................................................................... 8

5. Detail of the Offer ............................................................................................................................ 9

5.1 Fund Structure ................................................................................................................... 9

5.2 Units ................................................................................................................................... 9

5.3 Gearing ............................................................................................................................... 9

5.4 Derivatives ......................................................................................................................... 9

5.5 Ethical Policy ...................................................................................................................... 9

5.6 Working Capital Fund ......................................................................................................... 9

5.7 Compliance Policy ............................................................................................................ 10

5.8 Risk Management Policy .................................................................................................. 10

5.9 Foreign Exchange Hedging Policy ..................................................................................... 10

5.10 Distribution Policy ............................................................................................................ 10

5.11 Registered Managed Investment Scheme ....................................................................... 10

6. Investors ......................................................................................................................................... 11

6.1 Individual Investors .......................................................................................................... 11

6.2 Self-Managed Super Funds (SMSFs)................................................................................. 11

6.3 Financial Institutions – Australian .................................................................................... 11

6.4 Financial Institutions – Overseas ..................................................................................... 11

6.5 Significant Investment Visa .............................................................................................. 11

7. How to Invest ................................................................................................................................. 12

8. STARIN at Macquarie Park.............................................................................................................. 13

8.1 Location ............................................................................................................................ 13

8.2 Key Factors ....................................................................................................................... 13

8.3 Project Timing and Estimates ........................................................................................... 14

8.4 Unique Investment Opportunity ...................................................................................... 14

8.5 Future Projects ................................................................................................................. 14

8.6 Serviced Apartment Operation Management ................................................................. 14

8.7 Financial Information ....................................................................................................... 14

8.8 Exit Strategy from the Fund ............................................................................................. 14

8.9 Comparable ...................................................................................................................... 15


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9. Risks ......................................................................................................................................... 16

9.1 Investment Risks .............................................................................................................. 16

9.2 Risks specific to this Fund ................................................................................................ 16

9.3 Listed Investments ........................................................................................................... 17

9.4 Impact of Interest Rates ................................................................................................... 17

9.5 Risks of Gearing ................................................................................................................ 17

9.6 Risk of Liquidity ................................................................................................................ 17

9.7 Fund Termination ............................................................................................................. 18

9.8 Unidentified Risks ............................................................................................................ 18

10. Tax ......................................................................................................................................... 19

10.1 Income Tax ....................................................................................................................... 19

10.2 Tax-deferred Distribution................................................................................................. 19

10.3 Imputation Credits ........................................................................................................... 19

10.4 Foreign Income Tax Offset (FITO) .................................................................................... 19

10.5 Capital Gains .................................................................................................................... 19

10.6 Disposal of Units .............................................................................................................. 19

10.7 Non-resident Investors .................................................................................................... 19

10.8 Tax File Number (TFN) and Australian Business Number (ABN) ...................................... 19

10.9 Tax Advice ........................................................................................................................ 19

11. Other Information .......................................................................................................................... 20

12. Glossary ......................................................................................................................................... 22

Schedule 1: Application for the Units .................................................................................................. 28

Schedule 2: Wholesale Client Certificate ............................................................................................. 44


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1. Fund and Important Notice Fund This Supplementary Information Memorandum No 2 (IM) is issued by Shri Ganesh Capital Pty Ltd trading as STARIN, ABN 91 123 287 007, Australian Financial Services License (AFSL) 457784, as Trustee of the Macquarie Business Centre Unit Trust (Fund). This IM sets out general information about the Fund to assist any person to whom the IM is provided to invest in the Fund by subscribing for Units (Offer). This offer is subject to the terms and conditions described in this IM. The Trustee reserves the right to change these terms and conditions and to refuse or reject an application (in whole or in part). General Advice The information contained in this IM and any supporting statements by the Trustee are general advice only. Prospective investors should obtain their own legal and financial advice as to the suitability of this investment for their financial needs as well as the risks inherent in making this investment. This IM is dated 08 May 2015. Statements in this IM are made only as of the date of this IM unless otherwise stated. The Trustee is not responsible for providing updated information to any prospective investors. No Warranty Any forecast or other forward-looking statement contained in this IM may involve significant elements of subjective judgment and assumptions as to future events which may or may not be foreseen accurately. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. Neither the Trustee nor its officers make any representation or warranty as to, or take responsibility for, the accuracy, reliability or completeness of the information contained in this IM.

Nothing contained in this IM nor any other related information made available to prospective investors is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or the future. To the extent permitted by law, the Trustee and its officers disclaim all liability that may otherwise arise due to any information contained in this IM being inaccurate or due to information being omitted from this document, whether by way of negligence or otherwise. When reviewing Fund performance information, please note that past performance is not a reliable indicator of future performance and should not be relied on when making a decision about investing in the Fund. The Trustee, its officers or any other person does not guarantee the performance of the Fund. Obligations in respect of the Units are not secured. Investment-type products are subject to investment risks; including possible delays in repayment and loss of income and capital. This IM is not a product disclosure statement and does not contain all the information which would be required in a product disclosure statement prepared in accordance with the requirements of the Corporations Act. The Trustee may amend and or issue a new IM from time to time as may be required. This IM does not, and is not intended to, constitute an Offer in any place or jurisdiction, or to any person to whom it would not be lawful to make such an Offer. It is the responsibility of prospective investors within and outside Australia to obtain any necessary approvals in respect of applying for, and being issued with, Units in the Fund if required. Australian Dollars All dollar amounts in this IM are stated in Australian dollars unless stated otherwise. Capitalised terms have the meaning given to them in the Glossary in section 12, unless the context requires otherwise.


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0.10 0.15

0.20

0.38

0.54

0.68

0.94

-

0.10

0.20

0.30

0.40

0.50

0.60

0.70

0.80

0.90

1.00

1/10/2013 1/10/2015 1/10/2017 1/10/2019

Macquarie Business Centre Unit Trust - Unit Price Actuals & Projections


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2. From the CEO

Dear Investor,

I am pleased to invite you to invest in the Macquarie Business Centre Unit Trust (Fund) offered in this Supplementary IM.

The investment in the Fund is offered under the AFSL. The Trustee is committed to delivering outstanding investment opportunities for clients.

The Fund has acquired a premium parcel of land in Macquarie Park which is among one of the recognised business centres in Australia. Macquarie Park is part of Global Business Corridor for Australia in Sydney, being a home for reputed national and international companies.

Your investment in the Fund will be used to design, construct and operate STARIN at Macquarie Park a premium serviced apartment building and acquire future assets in the Fund.

By investing in the Fund at its initial stages, you will have a distinct advantage of having accelerated capital growth and high investment returns.

We are very selective and careful in taking up and managing our projects, and undertake due diligence in acquiring, assessing acquisitions and developments by minimising costs, reducing risks and maximising returns.

The team at STARIN has achieved exceptional returns for our investors in our previous projects, and we aim to achieve the same outcome for STARIN at Macquarie Park.

There has been achievements including; raising $10 million equity, receiving offers from major banks to finance up to $35 million, Gateway and Planning Proposal approval. We have made improvements to the design, resulting in increased number of rooms and additional indoor corporate halls, at minimal cost. These changes will bring additional revenue and returns to investors. We are well positioned to commence construction in August 2015.

Increase in unit price, demonstrates our commitment and high value addition.

I would encourage you to discuss your investment profile with your tax and financial advisors.

I strongly believe this is an opportunity to be availed; we are excited in making this offer and assure you of our full commitment and care in protecting your investment in the Fund. As our commitment to this Fund, the shareholders of the Trustee have also invested in this Fund.

I encourage you to participate in this innovative investment opportunity and join us to take advantage of this unique window of opportunity to invest in a growing business corridor within Sydney.

Yours sincerely,

Anurag Thukral Chief Executive Officer


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STARIN Team

Project Status at a Glance

Land Acquired (un-encumbered):

Planning Proposal:

Gateway (State Govt):

Bank Finance Offer:

Operator:


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3. At a Glance

FEATURE SUMMARY

Investment Objective To provide income and long term capital growth

Suggested minimum investment time frame

5 years or more

Who can invest

Direct investors including individuals and joint investors over 18 year of age. Superannuation Funds including Self-Managed Super Funds. Trusts.

Indirect investors – through a master trust or platform:

Australian Investors; and

International Investors.

Significant Investment Visa Applicants/Holders. Investors may need to satisfy the requirements of being either a wholesale client or sophisticated investor as defined under the Corporations Act 2001 (if applicable).

The Fund Macquarie Business Centre Unit Trust (Fund). The Fund is an Australian unlisted unit trust at this stage and may be registered and listed on stock exchange in future. ABN 87 719 265 512

Trustee Shri Ganesh Capital Pty Ltd T/A STARIN ABN 91 123 287 007 AFSL 457784

Anticipated Project Cost A$50 million and $5 million contingency

Total Capital to be raised Up to A$10 million

Debt finance Up to A$35 million

Investment Horizon It is a medium to long term investment. The term of the Fund is not fixed.

Liquidity Being a real property Fund the investment in the Fund is Illiquid. There is no secondary market for Units offered in this Fund. Investors may, however, subject to the Corporations Act and the Fund’s Constitution, sell or transfer their Units at any time.

Redemption / Withdrawal This offer has provided for redemption / withdrawal of investment from the Fund:

Start of redemption / withdrawal: 1 July 2018.

Redemption fund: Limited to maximum total amount of $2,000,000 per year.

The Redemption provision may be reviewed, suspended or withdrawn from time to time.


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Distributions The Trustee intends to make distributions on a monthly basis on successful commencement of the returns. The initial Distributions may be tax deferred as a result of capital allowance and depreciation.

Taxation All investments have tax consequences associated with it, as an Investor you must seek your own independent tax advice in respect of the tax consequences for an investment in this Fund, please refer to section 10.

Risk All investments have risks associated with it, as an Investor you must seek your own independent risk advice to understand risks before investment in this Fund, please refer to section 9.

Fees for this Offer All investments have fee and costs associated in relation to the establishment and operation of the Fund. The Trustee has discounted its fee for the investors that subscribe to the Units pursuant to the offer in this IM:

Trust Establishment Costs: Actuals.

Application fee (2.5% plus GST): Not applied.

Redemption / Transfer / Forfeiture fee (2.5% plus GST): Discounted to 1.80% plus GST of the value of the subject Units.

Part A - Management Fee:

The Responsible Entity is entitled, during the period of the Fund, to, and is to, be paid out of the Assets a management fee payable monthly in arrears on the first Business Day of each month, to the maximum 4% of the Gross Asset Value, in this IM Management Fee is discounted to 1.80% plus GST calculated as follows:

GSTR1GAV 100

80.1

12

1MF

where: o MF is the management fee payable. o GAV is the Gross Asset Value calculated as at the end of that month. o GSTR means the applicable rate of GST (expressed as a fraction)

imposed under GST Law.

Part B - Distribution Performance Fee:

The Responsible Entity may charge a performance fee for exceeding Distributable Amount targets as below:

o 10% plus GST of the amount by which Investor Distribution Return exceeds the Target Distribution Return up until such time as the Investor Return equals the Higher Target Distribution Return.

o 15% plus GST of the amount by which Investor Return exceeds the Higher Target Distribution Return.

o The effect of this being that if Investor Distribution Return (IDR) exceeds the Higher Target Distribution Return; the Distribution Performance Fee will be 10% plus GST of the Investor Distribution Return up until the Higher Target Distribution Return is achieved, and 15% plus GST thereafter.

o The Distribution Performance Fee is payable annually for the previous financial year or part financial year, calculated pro-rata.

o Definitions: Higher Target Distribution Return means return equal to a

12% IDR of the Fund, after all fees payable to the Responsible Entity and its Related Bodies Corporate (other than the Distribution Performance Fee) charged to that asset or project as calculated annually.


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Lower Target Distribution Return means a return equal to a 10% IDR of the Fund, after all fees payable to the Responsible Entity and its Related Bodies Corporate (other than the Distribution Performance Fee) charged to that asset or project as calculated annually.

Investor Distribution Return means the IDR of the Fund, after all costs and fees payable to the Responsible Entity and its Related Bodies Corporate (other than the Performance Fee) charged to the Fund as calculated annually, as evident by the Distributable Amount to the Unitholder, which is the sum of all interim distribution during the financial year.

Part C – Disposal Fee

The Trustee or the Responsible Entity is entitled to receive out of the Fund a disposal fee of 0.5% plus GST on the sale price of the Gross Asset Value or part of the Asset subject of sale, payable within 3 business days of the completion of the sale.

Fee in Future In the interest of the Unitholder, the Trustee may vary the fee to reflect the cost of the Fund management with a reasonable written notice.

Costs Reasonable costs in managing the Fund and generating income from the Asset would be reimbursed.

Reporting

Investment confirmation You should expect to receive an investment confirmation within 14 days of the processing of your application, if you do not receive investment confirmation, you must contact the Trustee, who would be pleased to look into the reasons and make arrangement to issue you a copy of the investment confirmation.

Performance updates The performance will be updated and accessible on STARIN website, and report on the performance and operation of the Fund would be posted on the website regularly or when there is a significant change. Annual financial report To assist you with your tax return the Trustee will send you an annual taxation statement.

Deposit of Application and How to contact us

The Trustee Macquarie Business Centre Unit Trust STARIN Suite 3 Level 18, 1 Alfred Street Sydney, New South Wales 2000 Australia Tel: +61 2 9252 7827 Email: [email protected]


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4. STARIN

4.1 Overview

STARIN is the Trustee and investment manager focusing on prime property investments within Australia. STARIN identifies opportunities and invests on select high yield low risk property assets by applying its risk, governance and business expertise to develop and deliver income and long-term capital growth. STARIN as a Trustee establishes Funds to raise capital and invest in projects. Macquarie Business Unit Trust is the second Fund established by STARIN.

The Funds by STARIN primarily invests in direct property. The Fund generally targets assets which have high occupancy rates and stable income streams underpinned by leases to long term, secure corporate tenants. Upon completion of the development at Macquarie Park, the STARIN expects to meet these objectives.

The investment philosophy is founded on the assessment that there are currently significant investment opportunities in Australia. This assessment has been considered to determine the optimum locations for investment to ensure that risks at an asset level are reduced.

The aim is to assist investors seeking to invest in assets which will optimise income and capital returns in the long term.

4.2 Organisational Structure

The Trustee Company (Shri Ganesh Capital Pty Ltd T/A STARIN) and the Fund (Macquarie Business Centre Unit Trust) are structured in accordance with the normal principles around Australian Real Estate Investment Trusts (AREITs) within Australia.

The Trustee Company and Fund comply with the following principles and operating procedures in the interest of Unitholders; Protection of Unitholders STARIN conducts its business under Australian Financial Services License (AFSL) granted by Australian Securities and Investment Commission (ASIC). The management of the Funds established by STARIN are governed by the provisions in the License. The license requires the Licensee to work in the interest of the Unitholders by complying

with the principles of transparency, managing conflict of interest and full disclosure. Operational company An independent operational company established by Directors of the STARIN will contract with the third party service providers to protect the assets in the Funds from third party claims. An agreement for the reimbursement of expenses incurred by the operational company in relation to the Fund’s assets will be put in place. Shared Services and Expenses To reduce costs and achieve high level efficiency, STARIN has adopted shared services concept. Services such as information technology and accounts are managed in-house and expenses are shared between the entities (Trustee and the Funds) based on the level of usage. Any expenses incurred by the Fund will be in accordance with the Fund Constitution. Engagement of Related Companies A related company is only engaged where it is absolutely necessary. A related company is engaged at arms-length basis and conflict of Interest is managed. The approval to engage related company is obtained by the Directors at the Board level. Independent Audit and Compliance The Trustee has outsourced and engaged independent Auditor and the Responsible Manager. This is to ensure transparency, prevent conflict of interest and make information and disclosures in the interest of the Unitholders. The Fund is subjected to annual independent audit to demonstrate its compliance with the licensing provisions. Policies and Procedures STARIN being a AFSL license holder has a complete set of policies and procedure to manage the Funds. These policies and procedures have been approved by the CEO and the Responsible Manager and have been submitted to the ASIC as part of licensing requirement.

4.3 Benefits of Investing

The Fund provides investors with the following benefits:

Access to accelerated capital growth It is likely that the investment would experience accelerated capital growth due to its exposure to the project in its advance planning stage.


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Access to low debt finance The low debt finance would mitigate risk to the Fund during the period of high interest rate and at the times when finance is scares and the cost of finance may increase. It would also allow the investor to identify the time of their investment considering their financial condition, risk profile and investment duration. Access to Fund with low cost finance The Fund is designed to optimize and take advantage of current low cost finance, resulting in reduced project finance cost, financial management cost and high financial sustainability and reduced risk due to current market economic/financial conditions.

4.4 Investment Process

The investment process for the Fund will be determined and controlled by the Trustee, in compliance with legislative requirements.

4.5 Management Team

The existing management team and the board comprise of the following: Anurag Thukral, CEO Anurag has more than 35 years in construction industry, been associated with $12.8 billion of contracts and works and major projects for projects greater A$100m. He is an engineer with post graduations in management, environmental engineering and in commercial law. He is a Fellow, Chartered Professional Engineer, National Professional Engineering Register and Member of Planning Institute. Yateender Gupta, CFO Yateender specialises in business structuring, accounting and compliance services in superannuation. He is founder Chairman of Australian Chapter of Chartered Accountants of India and National President of ASSOCHAM Australia. Bhagwat Chauhan, COO Bhagwat specialises in operational and administration. He is founder of Australian Housing Developments Pty Ltd. Bhagwat has significant banking experience and is a Post Graduate in Business Statistics. Devendra Gupta, Chief Investor Relations Devendra is a successful and renowned entrepreneur in IT and Film Production, with businesses in Australia and Malaysia. He is President of charity Ekal Vidyalay Foundation.

4.6 Responsible Manager

Brendan Howell Brendan has been appointed by STARIN as its Responsible and Compliance Manager, and has significant funds management, direct real property and financial services experience. Brendan has worked in the financial services industry for the past 24 years.

4.7 Investment Committee

The Investment Committee is responsible for assessing potential acquisitions and monitoring investment performance. Membership of the Investment Committee will initially comprise of the members of the Shri Ganesh Capital Pty Ltd Board with a Quorum being at least 2 members.

Membership of the Investment Committee may change over the life of the Fund.


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5. Detail of the Offer

5.1 Fund Structure

The Fund is an Australian domiciled, unregistered unit trust, established for the purpose of holding interests in assets acquired in it. The Trustee and the investment manager of the Fund is Shri Ganesh Capital Pty Ltd trading as STARIN, ABN 91 123 287 007, which holds an Australian Financial Services License no. 457784.

5.2 Units

The offer is to invest in Units in the Trust. Units in the Trust have equal voting rights. 5.2.1 Unit Applications and Price

Units offered are priced at A$0.38 per Unit. 5.2.2 Minimum Investment

The minimum investment per investor is AUD$500,000*. Additional investment is in lot of AUD$7,600. * the Trustee, may accept application for less than minimum investment amount. 5.2.3 Partly Paid Units

Trustee may issue partly paid Units. 5.2.4 Proceeds

The capital raised from this offer will be used to develop, plan, design, construct and operate the premium serviced apartment building at Macquarie Park to generate income at completion of the project. The Fund invests primarily in direct property within Australia. The Fund is designed taking into account the real estate cycle, regional characteristics, investment opportunities and the illiquidity profile of the Fund and its investments.

5.3 Gearing

The Fund’s debt will be managed conservatively, with low to medium borrowings. Where debt is used, it will be used selectively to fund capital expenditure, investments and withdrawals where appropriate. Normally, debt will range from 40%-65% of the loan to value ratio but at times the Fund may have higher gearing.

Gearing may incur costs such as the interest paid on outstanding debts and the costs of having the debt facility available. These costs and changes in interest rates may affect the Fund’s returns.

5.4 Derivatives

The Fund may use derivatives, such as swaps, options and futures, with the aim of:

protecting the Fund against risks such as unfavourable changes in an investment’s price brought about by, for example, changes in interest rates, credit risk, equity prices, currencies or other factors; and

implementing the investment objectives of the Fund.

Swaps used may include an interest rate exchange involving two parties. For example, under an interest rate swap one party is obliged to pay the fixed interest rate to the other party in return for receiving the floating interest rate. Advice from the consultants would be obtained before taking up any derivatives. Derivatives will not be used to gear the Fund, or for speculative purposes. We have implemented restrictions on the use of derivatives within the Fund and monitor the implementation of these restrictions in accordance with STARIN’s risk management policy.

5.5 Ethical Policy

STARIN implements its ethical policy in the interest of its investors. To buy, hold or sell investments are based primarily on economic factors and financial returns. We review environmental, social and ethical considerations in making buy hold or sell decisions unless we believe these factors may have a significant impact on the value of an investment. We acknowledge that environmental, social and governance (ESG) issues may affect the value and the long term performance of investments. Consequently, we indirectly take those factors into account when assessing the economic, financial and commercial factors relating to the investments, and accordingly, our decision-making process in the selection, retention and realisation of investments.

5.6 Working Capital Fund

The Fund provides for establishing a Working Capital Fund initially from the capital raised to operate and maintain the capability of the Asset to


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generate income during the period of low income and for redemption of Units. If the Working Capital Fund is accessed to meet operation and maintenance of the Asset, the funds in the Working Capital Fund would be reimbursed from the income from the Asset as a part of cost to maintain the Assets in the Fund operational. The Working Capital Fund will include an amount to meet any works; capital works, addition and alterations, incidental, operation, maintenance works, salaries, consumables, redemption, distribution, insurances, reoccurring liabilities, management fee, interest payments, tax liabilities, and any other expense to maintain the Asset’s financial and physical capability to generate reasonable financial returns. Generally the Working Capital Fund would be maintained from the income from the Assets, however, if required the amount in the Working Capital Fund will be maintained by issue of new Units, and or debt finance under circumstances.

5.7 Compliance Policy

The Trustee has implemented a Compliance Policy to ensure compliance with its license conditions. The Trustee’s license is independently audited annually.

5.8 Risk Management Policy

Please refer section 9 on Risks, for a summary of the risks of investing in the Fund and the Trustee’s approach to dealing with these risks and seek your own risk advice.

5.9 Foreign Exchange Hedging Policy

The Fund will receive income and hold all of its assets in Australian Dollars. Therefore, the Trustee does believe there is no need to hedge the equity capital or income of the Fund. As all of the underlying assets of the Fund will be denominated in Australian Dollars, any return received by the Investor will also be denominated in Australian Dollars. If the Investor needs to convert that into another currency, then the Investor will be subject to currency risk on its own account.

5.10 Distribution Policy

The Trustee intends to adopt a conservative Distribution Policy. The Trustee intends to distribute income to Investors after sufficient funds have been allocated to adequately deal with

Fund expenses, capital expenditure, reserves, taxation and debt amortisation. The amount of income to be distributed will be determined by the Trustee, acting in the best interests of Investors.

The Trustee will manage the assets including the collection of all income derived from the Fund’s assets. After the payment of all Fund expenses, including interest on loans and the Trustee’s Fee, the Trustee will determine the amount per unit to be distributed to investors. Distributions will be made to Unitholders registered with the Trustee on the record date. Similar to any other investment, returns are not guaranteed and the Investor may suffer capital loss.

5.11 Registered Managed Investment Scheme

The Fund is currently an unregistered scheme. Under the Fund Constitution, the Trustee has the power at its discretion to register the Fund under the Corporations Act as a registered managed investment scheme and list it on the stock exchange at any time in the future subject to ASIC's requirements, and at a time favourable economic financial outlook.


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6. Investors The Fund is designed to receive funds from various types of investors. However, as an investor you must consider your financial situation in regard to the objective of the investment, the purpose, risk, duration of the investment and the tax applicability from an advisor. We do not provide specific advice and any information more than what is provided in this IM and if required must be obtained by you. The Fund is suitable for investors looking for a medium to long term investment. The Fund expects to provide income and capital gains to its investors. The Fund does not require active participation from the investors. In addition the following factors may also be considered when considering an investment in this Fund:

the Fund returns;

investment profile being direct investment which does not dilute the returns from underperforming assets;

the capital management strategy of the Fund;

the capital expenditure requirements of the Fund;

the liquidity requirements of the Fund;

market conditions – including property markets;

capital markets, interest rates and access to debt and equity; and

Any other relevant factor you may consider.

6.1 Individual Investors

The Fund is suitable for individual investors considering medium to long term investment term.

6.2 Self-Managed Super Funds (SMSFs)

The Fund is able to accept investments from the Self-Managed Super Funds, and complies with the requirements; however the investor must undertake its own research to confirm compliance with the SMSF investment requirements, with its own investment strategy and the SMSF Trust Constitution.

6.3 Financial Institutions – Australian

The Fund accepts investment from the financial institutions and investment firms in Australia.

6.4 Financial Institutions – Overseas

The Fund accepts investment from the overseas financial institutions and investment firms in compliance with Australian legislative provisions. Overseas investors must consider laws from the country of origin and risks due to exchange rates in the currency. The Fund will receive investment in A$ and make distribution and return of investment when exiting in A$.

6.5 Significant Investment Visa

The Fund is able to receive applications from investors under Significant Investment Visa provision. However, the investor must confirm and seek advice from its migration agent before making any investment in this Fund. 6.5.1 Form 1413

When requested and required by the Department of Immigration and Citizenship, the Trustee will provide to the Investor a completed Form 1413. Investors should note that selling, transferring or otherwise disposing of their investment may have implications for any Australian Immigration Visa type 188/888 – Significant Investor. Investors should obtain their own independent legal advice before making a decision to divest of their Units in the Trust.


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7. How to Invest Subscription for Units can only be made by completing the Application Form accompanying this IM. The Application Form must be completed in accordance with the instructions set out on the Application Form. Your completed Application Form and cheque should be sent to: The Trustee Macquarie Business Centre Unit Trust STARIN Suite 3 Level 18, 1 Alfred Street, Sydney, New South Wales 2000 Australia If paying by direct debit, the account details are as follows (the Application Form is still required to be sent to the address above). Bank: Commonwealth Bank of Australia

BSB: 062 128

Account Number: 10915426

Account Name: SHRI GANESH CAPITAL PTY LTD AS TRUSTEES FOR MACQUARIE BUSINESS CENTER UNIT TRUST

Swift Code: CTBAAU2S Please identify the deposit with the name of the Investor. Payments in cash will not be accepted. A completed and lodged Application Form, together with the payment for the number of the Units applied for, cannot be withdrawn and constitutes a binding subscription for the number of Units specified in the Application Form on the terms set out in this IM. The application must, in the sole discretion of the Trustee, meet all the criteria set out in this IM, the requirements under the Corporations Act for a Wholesale Client and the Department of Immigration requirements under the Significant Investor Visa program and can be rejected in part or whole by the Trustee. It is important that you read this entire IM, and consider consulting with your financial or other professional adviser, before deciding to apply for Units in the Fund.


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8. STARIN at Macquarie Park

STARIN at Macquarie Park will be a premier serviced apartments building at Macquarie Park. It will fulfil a strong demand for quality short-term accommodation by corporate executives, family travellers and overseas students within the area. The main features of this development proposal are:

Up to 20-storey iconic building towering to 65 meters in height.

Comprising up to 154 rooms (combination of studio, 1 bedroom and executive suites) with modern amenities and quality fittings.

Majority of rooms will have views to the Sydney CBD and the Harbour Bridge.

A vibrant and elegant lobby featuring reception, concierge, a cafe with spill-out spaces, meeting rooms and a business centre.

Infinity pool, spa, gym, sky bar and ultimate views from North-East to South-West.

Energy efficient and environmental sustainable design.

Function halls with capacity of 120 and 50 people.

Restaurant capacity of 100 people.

Parking space for 110 cars.

8.1 Location

The development is located within Macquarie Park corridor which is in one of Australia’s major office precincts. The site is at the intersection of Lane Cove Road and Hyundai Drive, less than 150m from the new Macquarie Park railway station. It is close to the M2 motorway, and on major bus routes.

The area is getting a significant importance because of the government's desire to make the areas surrounding the railway stations more lively and public-friendly.

8.2 Key Factors

Macquarie Park technology hub is home to a large number of ASX-listed companies and household names such as Optus, Microsoft, Sony, Johnson & Johnson, Honeywell, Oracle, CSIRO and Cochlear and others.

It is a major commercial precinct in the vicinity of:

Macquarie University. Macquarie University Hospital. Macquarie Shopping Centre.


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8.3 Project Timing and Estimates

Stage/Milestone Start Status/

Planned Completion

Design / DA Approval

July 2014 July 2015

Construction August 2015 December 2016

Fit out October 2016 December 2016

Operational Commencement

January 2017

8.4 Unique Investment Opportunity

The forecast market value of the completed development is $80 million.

8.5 Future Projects

The Fund may seek to acquire similar key assets in future to achieve diversification to reduce risk due to single asset in the Fund and to increase possibilities of regular distribution.

8.6 Serviced Apartment Operation Management

The Trustee is in the process of selecting a multi-national serviced apartment operator, who will bring additional value to the project.

8.7 Financial Information

Based on the current concept information the forecast financial information is as below, however this information is likely to change with the progress of the project and the approvals received from the statutory authorities.

Operational and Financial Assumptions (All amounts in AUD)

Item Assumptions

Occupancy rate Up to 80%

Average daily charge $230

Capitalisation rate 7%

Assumptions in the above table are based on market trends and established parameters.

Occupancy Rate of similar assets ranges 75% to 85%. The Macquarie Park is predominantly a business centre with offices of international companies. It is forecast that upgrading of existing hotel and opening of other serviced apartments in the areas will not adversely impact the occupancy and the rental yield. A conservative figure of 80% occupancy rate has been adopted at today’s rate of $230 per night.

Capitalisation Rate for similar properties ranges 6.5% to 9%. In comparison to other methods of

determining market value, capitalisation rates is conservative.

Comparable Example; Some Operators of transfer ownership of the apartment to the investors. The disadvantage to the investors in this model is additional ongoing expenses; include payment of council rates, sinking funds and water rates. These apartments are difficult to exit due to limited market.

Project Cost

Item Estimate

Acquisition + Development Approval cost

$10.00 million

Construction, fitting and furnishing cost

$32.00 million

Operation, interest capitalisation

$ 8.00 million

Project Cost Contingency

$50.00 million $5.0 million

Fund

Item Estimate

Project Cost $50.00 million

Contingency Funds $ 5.00 million

Total Funds Required $55.00 million

Debt finance $35.00 million

Equity $20.00 million

Operating Revenue (normalised after completion from 1 July 2018)

Item Estimate

Annual gross rent (residential + commercial)

$12.80 million

Less operational cost $ 6.20 million

Less interest $ 1.60 million

Less management fee $ 1.50 million

Net annual return $ 3.50 million

Market value at completion $80.00 million

Return on Equity (After Depreciation)

12%

8.8 Exit Strategy from the Fund

STARIN has adopted the following exit strategy:

Exit while the Fund is not a registered scheme:

o It is a forecast that the income in the Funds will normalise by 1 January 2018 and the Fund will be able to accept redemption/withdrawal requests of Units from 1 July 2018.

o The Fund may include a maximum reserve of $500,000 per quarter to facilitate redemption/withdrawal of Units.


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o The fund may refinance the Asset at market value to a reasonable level of ‘Loan to Value Ratio’ and accept redemption / withdrawal requests for amounts greater than $500,000, provided it does not adversely impact the Fund.

o Adverse impacts when accepting significantly high value redemption / withdrawal requests may impact price of the Units, create tax implications and returns to the Unitholders.

Exit while the Fund is a registered scheme and listed on the stock exchange:

o The Fund may continue to maintain

reserve of $500,000 per quarter to facilitate redemption / withdrawal during the early stages of the Fund as a registered managed scheme to maintain limited liquidity.

o The investors will be able to buy / sell Units at the stock exchange to meet their financial objectives.

8.9 Comparable

Macquarie Park Business is a business corporate centre with limited hotel and serviced apartments. The assumptions adopted in this IM are conservative in relation to the quality, price and occupancy. Existing comparable include; http://www.questapartments.com.au/Accommodation/43/Australia/Sydney_Suburbs/Quest_North_Ryde/Welcome.aspx www.meritonapartments.com.au/contact-us Disclaimer

The financial, redemption / withdrawal forecast information is based on the current development concept, assumptions set out in the tables above and information available at the time of preparation of this IM, but cannot be guaranteed. Actual results may vary from the forecast returns due to factors outside of the control of the Fund and its advisors. Investors should review the underlying assumptions and make their own independent assessment of reasonableness of those assumptions and the forecast returns.

http://www.questapartments.com.au/Accommodation/43/Australia/Sydney_Suburbs/Quest_North_Ryde/Welcome.aspx



http://www.meritonapartments.com.au/contact-us


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9. Risks

9.1 Investment Risks

All investments have risks, and you should consider investment risks before making any investment decision including in this Fund. The key risks of investing in the Fund include or are associated with:

Property investments – a decrease in the value of an asset may affect the Fund’s returns.

Statutory approvals may delay the project commencement and completion.

Statutory approvals may not maximise the expected commercial potential.

If the required capital is not raised it may delay the project completion.

Any other risks not identified at this stage may delay the project and income generation from the project.

Risks of investing specific to the Fund may also include or be associated with:

Delay in approval.

Approvals that may be less commercial.

Delay in construction.

Unexpected incident.

Interest rates.

Increase in project cost.

Gearing and the use of debt.

Liquidity.

Derivatives.

Fund termination, other risks. You are encouraged to review the above risks and consider all other risks before deciding to invest in this Fund. Generally returns are directly related to risk and higher the expected return, the higher the risk. The aim of the Fund is to provide competitive investment returns and protect against risk, you should be aware that the Fund is subject to risks, which could include investment risks, delays in withdrawal repayments, the delay and or non-payment of distributions and loss of capital invested. Substantial redemption requests could delay payments of redemptions or result in the Fund being wound up. Investment risks can affect your financial circumstances in a number of ways, including:

The stated aims and objectives of the Fund may not be met.

The amount of any distribution you receive from the Fund may vary or be irregular, which could have an adverse impact if you depend on regular and consistent distributions to meet your financial commitments.

Your investment in the Fund may decrease in value, which means you may get back less than you invested.

Your investment in the Fund may not keep pace with inflation, which would reduce the future purchasing power of your money.

The value of your investment in the Fund may be affected by the risks listed in this section and by other risks or external factors such as the state of the Australian and world economies, consumer confidence and changes in government policy, taxation and other laws. As the risks noted in this section do not take into account your personal circumstances, you should consider the information provided in this IM and must seek financial advice if you are unsure, at the end of this section, before making a decision about investing or reinvesting in the Fund.

9.2 Risks specific to this Fund

The specific risks of investing in this Fund are; The Fund’s returns may be affected by factors such as project development, approvals, and construction, capital raising, demand in the marketplace by investors for property, the demand by tenants for serviced apartments, commercial space, rental income levels, tenants’ ability to service rental payments, the supply of new commercial space, capital expenditure and ongoing expenses for maintenance and repairs, costs and losses associated with natural disasters, or other disasters or events outside of our reasonable control, which prevent the normal operation of the Fund’s assets. The Distribution from the Fund will be available after the normalisation of its operation. The returns from property investments may fluctuate from year to year which means the stability of your capital investment in the Fund is not guaranteed. The Fund’s direct property investments are generally held over the longer term and considered illiquid, which means that immediate access to your capital investment in the Fund is not guaranteed.


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Selling commercial properties generally takes up to six months and may take longer in a market downturn.

9.3 Listed Investments

If the Fund is listed on the stock exchange at any time in future the value of the Fund would be affected by the market forces, as briefly enumerated below:

The value of the Fund’s listed property securities may decrease as a result of adverse movements in Australian and international markets.

Investments listed on stock exchange have historically produced higher returns than cash or fixed interest investments over the long term, however, especially over the shorter term the risk of capital loss may exist. The risks relating to individual listed funds and companies include disappointing profits and dividends, and management changes.

9.4 Impact of Interest Rates

Increase in interest rate movements will affect, returns from the interest rates cash and the fixed income investments if made by the Fund.

9.5 Risks of Gearing

Risks associated with gearing include:

Both gains and losses are magnified with gearing, highly geared funds may experience larger fluctuations in the value of their investments compared with a low to ungeared portfolio.

The distributions are affected by changes in interest rates as it affects the amount of income available for distribution to investors and/or the capital value of the Fund.

The Fund’s ability to refinance a debt facility on agreeable terms upon the expiry of the original financing term is also impacted by the level of gearing and the risks associated with it.

A debt facility may be secured by way of a charge over the assets of the Fund in favour of the loan provider, or it may be unsecured. Risks associated with the use of a debt facility, and the event of default by the Fund, include:

o The debt finance provider may take

possession of, or sell assets of the Fund by exercising its rights in respect of the assets of the Fund.

o The level of amounts owing to a debt

finance provider may rank, before investors’ interests in the Fund, and it may also create an inability to obtain future loan or refinance the future debt facility.

9.6 Risk of Liquidity

Liquidity of your investment

Due to the nature of the Fund’s structure, an investment in the Fund should be considered as a medium to long term investment. Investors may, subject to the Corporations Act and the Fund’s Constitution, sell or transfer their Units at any time, subject to the Trustee’s approval. A circumstance in which the Trustee may not give its approval of redemption is where the transfer creates adverse stamp duty consequences for the Fund or its members. The Fund may require cash for asset acquisitions, maintenance, operational and capital expenditure or withdrawals. The cash may be sourced from including; the proceeds from the application for units in the Fund by new or existing investors, financial institution debt, the sale of assets or exiting other investments by the Fund. If the above sources are not available when needed, the Fund’s liquidity level may decrease and the Fund may not be able to meet its operational funding, including withdrawal requests either in part or in full. The Fund’s long-term ability to maintain quarterly withdrawals relies on it being able to attract sufficient new applications to offset redemptions and income from the operation. The conditions that apply to withdrawals from the Fund include:

the times withdrawal requests can be submitted,

the length of time the Fund may take to pay a withdrawal request, and

Withdrawals may be cancelled if the Fund does not have adequate funds or in other circumstances.


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9.7 Fund Termination

The Trustee may terminate the Fund, for the following reasons:

if subscription are inadequate to meet withdrawal requests, all unprocessed withdrawal requests will be cancelled; and

The Trustee may decide to sell all assets and distribute proceeds from the sale of the sales proceeds (less costs, expenses and fees).

Payments will be made as sales are completed.

9.8 Unidentified Risks

There may be risks that we have not identified and or have described in this offer, it is highly recommended to consult with your financial advisor before making your investment in the Fund.


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10. Tax Distributions from the Fund may include income, tax deferred income, Capital Gain or Foreign Income. In normal circumstance, Trustee will distribute the Fund’s taxable income otherwise the Fund will be liable for Income Tax on the amount which has not been distributed. In future, if that income which was withheld is distributed, Unitholders will be proportionally entitled for credit of Income Tax paid by the Fund, or the tax liability would be a cost to the Fund and it would impact the income to the Unitholders. The following information is a brief outline of the tax consequences of investing in the Fund. The tax laws are subject to frequent change and the tax consequences of investing in the Fund may differ between Unitholders, particularly Unitholders who are not Australian residents. You should seek tax advice specific to your situation.

10.1 Income Tax

The Fund generally distributes all net income to Unitholders. Generally, Unitholders are liable to pay tax at their marginal rates each year on any distributions from the Fund, even if the distributions are reinvested.

10.2 Tax-deferred Distribution

The Fund may distribute tax-deferred income that is generally not required to be included as part of your assessable income. Tax-deferred income will generally reduce the cost base of units for capital gains tax purposes.

10.3 Imputation Credits

Fund distribution may include an entitlement to franking credits. Your particular circumstances (and that of the Fund) will be relevant to determine whether you are entitled to any franking credits in respect of your share of the franked dividends.

10.4 Foreign Income Tax Offset (FITO)

If the Fund pays taxes in foreign countries or receives FITO from distributions received by it, you may receive a proportionate FITO. If it does, your annual taxation statement will include the details.

10.5 Capital Gains

The net income of the Fund for tax purposes may include net capital gains. Any CGT Concession amount which represent CGT discount

component, is not an assessable amount and it does not reduce cost base either.

10.6 Disposal of Units

If you withdraw, switch or transfer ownership of any part of your investment, it is treated as a disposal for tax purposes and you may be liable to pay capital gains tax on any capital gains received from disposing of your investment. Some investors may be eligible for the discount capital gain concession upon disposal of their units if the units are held for 12 months or longer. You should obtain tax advice about the availability of the concession.

10.7 Non-resident Investors

If you are not an Australian resident, tax will normally be deducted from distributions before they are paid to you. The tax rate will depend on the nature of the distribution and the country in which you reside.

10.8 Tax File Number (TFN) and Australian Business Number (ABN)

Investors can provide their TFN or ABN on the Application Form attached to this IM. This is not legally required; however, if an Investor does not quote a TFN, ABN, or relevant exemption, tax at the highest marginal rate plus Medicare Levy will be deducted from any distribution made by the Fund.

10.9 Tax Advice

Investors in this Fund, whether Australian Resident or Non-Resident for taxation purposes should obtain their own tax advice regarding the impacts of this investment.


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11. Other Information What is the Constitution?

The Fund is governed by its Constitution, together with the Corporations Act and other relevant laws, the Constitution sets out the conditions under which the Fund operates and the rights, the responsibilities and duties of the Trustee. The Constitution deal with a number of issues including:

your rights as a holder of Units;

Fund termination; and

The Trustee’s broad powers to invest, borrow, receive fees and other payments and generally manage the Fund.

The Constitution states that your liability is limited to the amount you paid for your Units, but the courts are yet to determine the effectiveness of provisions of this kind.

You can inspect a copy of the Constitution at our Sydney office or we will provide you with a copy free of charge. The Constitution gives us a number of rights, including a number of discretions relating to matters including the Fund’s registration and termination.

We may alter the Constitution if the amendments will not adversely affect Investor’s right. Otherwise, we must obtain Investor’s approval at a meeting of Investors. Trustee

We may retire as Trustee of the Fund at any time, so long as a replacement Trustee is appointed.

Anti-Money Laundering and Counter-Terrorism Financing laws (‘AML Legislation’)

We are required to comply with these laws, including the need to establish your identity (and, if relevant, the identity of other persons associated with your investment account). Instructions for completing the identification process are included within the Application Form.

Additionally, from time to time, we may require additional information to assist with this process. We may be required to report information about you to the relevant authorities. We may not be able to tell you when this occurs. We may not be able to transact with you or other persons. This may include delaying, blocking, freezing or refusing to process a transaction. This may impact

on your investment and could result in a loss of income and principal invested. Is there a cooling-off period?

Investors do not have any cooling-off period applicable to their investment. How is your personal information dealt with?

The privacy of your personal information is important to us. The law also requires us to collect and verify personal information about you. We also collect personal information so that you can be provided with the products and services you request. We may also share personal information with other Shri Ganesh Capital related companies. Shri Ganesh Capital related companies may also tell you about other products and services that might suit your financial, lifestyle or investment needs. We may disclose personal information to other parties (confidentiality arrangements apply) for certain purposes that we may outsource, including registry, bulk mailing, market research and information technology support and in order to comply with our legal obligations. We also seek expert help from time to time to help us improve our systems, products and services. Your personal information may be disclosed to these third parties in such circumstances. Your personal information will not be shared with other third parties (except with our related entities for prudential and risk management purposes or as otherwise set out in this IM). The law also requires us to collect and verify information about persons who act on your behalf. The collection and verification of information about identity helps us to protect against identity theft, money laundering and other illegal activities. Depending on whether you are an individual or an organisation, the information we collect will vary. During the course of your dealings with us, we may also collect and verify further information about you or other persons who act on your behalf. We may be permitted or required to disclose customer information by law, e.g. under Court orders or statutory notices pursuant to taxation or social security laws or under laws relating to sanctions, anti-money laundering or counter-terrorism financing.


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Your personal information may also be used by us to administer, monitor and evaluate products and services, gather, aggregate and report statistical information, assist you with any queries and take measures to detect and prevent fraud and other illegal activity. We may also be allowed or obliged to disclose or receive information by law and to report on prudential or risk management matters. If you notify us that you have a personal financial adviser, then details of your investment will be provided to them. We aim to ensure that the personal information we retain about you is accurate, complete and up-to-date. If you provide us with incomplete or inaccurate information, you may be in breach of the law and we may not be able to provide you with the products or services you have requested. If you have concerns about the completeness or accuracy of the information we have about you or would like to access or amend your information, simply call us on +61 2 9252 7827 or send an email to [email protected]. You can contact us if you do not want to receive any marketing information from us or any other Shri Ganesh Capital related companies. You may be contacted by telephone unless you ask us not to do so. To stop receiving telemarketing please call +61 2 9252 7827 or send an email to [email protected]. If you would like a copy of our privacy policy statement, visit our website at www.starin.com.au or call the above number. You will be taken to agree to the collection, use and disclosure of your personal information as set out above when you apply to make an investment in the Fund. Information available from Shri Ganesh Capital Pty Ltd

Shri Ganesh Capital is subjected to a regular reporting and disclosure obligations, in its capacity as Trustee of the Fund and issuer of the Offer Document. The following information can be obtained from Shri Ganesh Capital by emailing Shri Ganesh Capital at [email protected] or contacting Shri Ganesh Capital on +61 2 9252 7827:

The latest copy of this IM.

Details of distribution announcements.

Annual reports and financial statements for the Fund.

6 monthly update reports for the Fund.

Shri Ganesh Capital’s privacy policy.

Are there any other benefits to Shri Ganesh Capital Pty Ltd?

The Fund receives or may receive services from Shri Ganesh Capital in the normal course of business, including registry, accounting, development management, property management and project management, and pays normal commercial fees for those services. Related party transactions

As noted above, the Fund may also source services from members of Shri Ganesh Capital or parties related to Shri Ganesh Capital or its directors. In these instances, the services will be provided at a fee demonstrably equivalent to a fee that would be charged by an independent service provider. Again, any related party transaction must be approved by the board of Shri Ganesh Capital. Each officer of Shri Ganesh Capital is aware of the need to disclose any personal interest in any transaction. These related party processes and arrangements will be monitored by the board of Shri Ganesh Capital at its regular board meetings. Interests of the directors of the Trustee

Directors may receive a salary as employees of Shri Ganesh Capital and from time to time may hold interests in shares in Shri Ganesh Capital or investments in the Fund. This IM has been authorised by our directors.


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12. Glossary

Definitions The following words have the following meanings in this IM and the Constitution, unless the context requires otherwise.

Accounting Standards means:

(a) all accounting standards and principles required by Australian law to be

complied with in respect of the Fund; and

(b) Except to the extent that it is inconsistent with paragraph (a) above,

generally accepted accounting principles applying in Australia, subject

to any variation approved by the Auditor.

Applicant means an applicant for a Unit.

Application means an application for a Unit made pursuant to an application form

approved by the Responsible Entity.

Assets means, from time to time, all the Property, assets, rights and income of the

Fund including each Instalment paid in respect of each Partly Paid Unit but

excluding any subscription amount paid in connection with an Application

for a Unit which has not been issued.

Associate has the meaning set out in the Corporations Act.

ASIC means the Australian Securities and Investments Commission and its

successors.

ASIC Relief If the Corporations Act requires that the Constitution contain certain

provisions or ASIC grants relief or an exemption from, or modification to,

the provisions of the Corporations Act (ASIC Relief) on condition that the

Constitution contain certain provisions, then those provisions are taken to

be incorporated into the Constitution at all times at which, and to the

extent to which, they are required to be included in order to comply with

the Corporations Act or for the ASIC Relief to apply and prevail over any

other provisions of the Constitution to the extent of any inconsistency.

However, if the ASIC Relief is granted by class order (rather than specifically

in relation to the Fund or the Responsible Entity) then the provisions

required for the class order to apply will only be taken to be incorporated if

they automatically apply to the Fund or the Responsible Entity otherwise

declares in writing that the ASIC Relief is to apply.

Business Day means a day other than a Saturday, Sunday or public holiday on which

banks are generally open for business in New South Wales.

Cash includes a cheque, bank cheque, payment order or electronic transfer of

funds (but not currency unless the Responsible Entity otherwise

determines).

Closing Time means a day and time, from time to time, prescribed by the Responsible

Entity by which an Application must be received in order to be accepted by

the Responsible Entity as at that day or any other day prescribed by the

Responsible Entity.


23

Compliance Committee

Member

means a member of the compliance committee, if any, established by the

Responsible Entity in connection with the Fund.

Constitution means the Deed referred in this IM, as amended from time to time.

Consultant means any adviser including any custodian, counsel, lawyer, accountant,

auditor, valuer, banker, broker, underwriter, contractor and other

professional adviser.

Corporations Act means the Corporations Act 2001 (Cth) subject to any applicable ASIC Relief.

Costs means all direct and indirect costs, charges, disbursements, expenses,

outgoings, fees (including all legal, professional, accounting, expert, others),

investment manager (including project manager and asset manager,

others), custodian, agent, adviser and Consultant fees, compliance

Manager, valuation fees and registration fees, commissions, brokerage,

Taxes and all financing costs (including bank charges and fees, interest

charges, discount fees and guarantee fees, other).

Disclosure Document means a product disclosure statement, information memorandum or any

other form of disclosure document used to offer Units for subscription or

invite subscriptions for Units.

Distributable Amount means:

(a) such amount as the Responsible Entity determines before the end of a

Financial Year; and

(b) otherwise, the Net Taxable Income of the Fund for the Financial Year. If

the Distributable Amount is to be calculated for a Period that is part of

a Financial Year it must be calculated as if the Period was a Financial

Year.

Encumbrance means a mortgage, charge, bill of sale, lien, pledge, mining tenement, writ,

warrant, caveat (and the claim stated in the caveat), title retention

arrangement, conditional sales agreement or other right or interest of any

third party.

Financial Year means, unless the Responsible Entity determines otherwise, a financial year

in respect of the Fund being:

(a) for the first financial year, the period commencing on the date on

which the Fund commences to the next 30 June;

(b) for the last financial year, the period commencing on the 1 July

immediately before the date the Fund terminates to the date the Fund

terminates; and

(c) for all other periods, the 12 months period ending 30 June in each year.

Financial Year End

Distribution

means, in respect of a Period which ends on the last day of a Financial Year,

an amount calculated by the Responsible Entity as the positive amount, if

any, by subtracting from the Distributable Amount for the Financial Year,

the sum of the Interim Distributions paid in respect of previous Periods

forming part of the same Financial Year (if any).

Financier means a party or parties chosen from time to time by the Responsible

Entity to provide the Project Funding.

Fully Paid Unit means a Unit in respect of which all of the Issue Price has been paid.


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Fund means the trust constituted under the Constitution.

Gross Asset Value means, the total value of the Assets.

GST means any goods and services tax including the tax imposed under the GST

Law.

GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Interim Distribution means, in respect of a Period ending on a day other than the last day of a

Financial Year, an amount determined by the Responsible Entity equal to

what would have been the Distributable Amount for the Period if the

Period were a Financial Year.

Investment Vehicle means a company, trust, joint venture (incorporated or unincorporated) or

partnership in which the Responsible Entity (in its capacity as responsible

entity of the Fund) has a direct or indirect interest (through any number of

interposed companies, trusts, joint ventures (incorporated or

unincorporated and partnerships) and in the case of a trust, includes a

reference to the trustee of the trust.

Liabilities means all liabilities of the Fund including all liabilities accrued but not yet

paid, borrowings, Costs, contingent liabilities, unpaid amounts due to a

Unitholder including Redemption Amounts and Distributable Amounts to

which a Unitholder has become presently and absolutely entitled, unpaid

remuneration due to the Responsible Entity and any provision which the

Responsible Entity determines should be taken into account in determining

the liabilities of the Fund, but excluding Unitholder Liabilities.

Liquid has the meaning given in section 601KA(4) of the Corporations Act.

Loss includes, in each case whether of a direct, indirect or consequential nature:

(a) any liability, damage, cost (including reasonable legal costs on a

solicitor and own client basis) and other outgoing, and any diminution

in value of, or deficiency of any kind in, anything; and

(b) to the extent not covered in paragraph (a), any loss of profits, sales,

turnover, reputation (or damage to it), production, anticipated savings,

goodwill, business opportunities, customers, software or data, or loss

of use of any software or data, and loss under, or in relation to, any

other contract.

Net Taxable Income means, for a Financial Year, the net income of the Fund for the Financial

Year as determined in accordance with principles applicable under Division

6 of Part III of the Tax Act, reduced to the extent of Non-Cash Income and

increased to the extent of any Non-Taxed Income.

Project means a piece of Real Property held by the Fund or an Investment Vehicle.

Project Costs means all of the Costs and all development and associated costs reasonably

and properly incurred by the Responsible Entity in relation to the Trust

Fund in the proper performance of its duties relating to the Project, Assets

and the Trust Fund.


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Project Funding means the funding put in place by the Responsible Entity to acquire the

Real Property. It includes the funds necessary to undertake the Project

(including the Project Costs) (without limitation) funds borrowed by the

Responsible Entity in accordance with the Constitution.

Property means property, assets and rights of any kind including real, personal,

moveable and immoveable property of any nature, wherever situated,

including income, financial products, insurance policies, currency, Cash,

bank accounts and choses in action.

Real Property means:

(a) the real property known as 388-392 Lane Cove Road, Macquarie Park,

2113, New South Wales, Australia, more particularly described as Lot

44 in Deposited Plan 1111722 Unit, together with all improvements

on that real property from time to time; and

(b) all other real property (including any one or more pieces of real

property) acquired, and held, as an Asset or by an Investment

Vehicle.

Redemption Price means the redemption price of a Unit to be calculated as follows:

Net Asset Value - Transaction Costs

A + B x Paid-Up Proportion of that Unit

where:

A = the total number of Fully Paid Units on issue; and

B = the aggregate number of all Partly Paid Units on issue multiplied

in respect of each Partly Paid Unit by the Paid-Up Proportion of

that Unit.

Using the value of each of the variables determined by the

Responsible Entity as properly referable to the class to which the Unit

for which the Redemption Price is being calculated belongs at the

Redemption Date, except while the Fund is not Liquid, in which case it

will be as at the time the relevant withdrawal offer closes.

Register means the register of Unitholders maintained by, or on behalf of, the

Responsible Entity.

Related Body Corporate has the meaning set out in the Corporations Act.

Related Party has the meaning set out in section 228 of the Corporations Act, as if the

relevant person was a public company.

Record Date means a date announced by the Trustee on which Unitholders’ ownership

is registered.

Responsible Entity means, from time to time:

(a) if the Fund is registered, the responsible entity of the Fund; and

(b) otherwise the trustee of the Fund who is called the "Responsible

Entity" in the Constitution.

Tax or Taxes means every kind of tax, duty, rate, levy, withholding, deduction and

charge imposed at any time by any fiscal, national, state or local authority

or entity, together with interest and penalties including, for the avoidance

of doubt, any GST.


26

Trust Fund means, at any time, all of the Assets but subject to the Liabilities at that

time.

Unit means an undivided beneficial interest in the Trust Fund as provided for

in the Constitution.

Unitholder means a person whose initial Application has been accepted by the

Responsible Entity and whose name for the time being is entered in the

Register as the holder of a Unit in accordance with clause 5.3 of the

Constitution.

Working Capital Fund means an amount required to meet any works, capital works, addition

and alterations, incidental works, maintenance works, operations,

salaries, consumables, distribution, redemption amount, insurances,

reoccurring liabilities, interest payments, tax liabilities, the amount to

meet cost of any type of works and any other expenses to maintain the

Asset’s financial and physical capability to generate reasonable financial

returns.


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28

Schedule 1: Application for the Units

Application Form

Investor Copy


29

APPLICATION

GENERAL INFORMATION

Please use this Application Form to apply for Units “Class A” in the Macquarie Business Centre Unit

Trust (ABN: 87 719 265 512) (Trust).

Shri Ganesh Capital Pty Ltd ACN 123 287 007 AFSL 457 784 is the trustee of the Trust.

The Information Memorandum issued by Shri Ganesh Capital Pty Ltd contains information relevant to

a decision to invest in the Trust. You should read the Information Memorandum before completing this

Application Form. This Application Form must accompany the Information Memorandum for the Trust.

TYPE OF INVESTOR ( the applicable box)

Individual / Joint If you are an individual, please complete sections 1 and 5.

Trustee If you are the Trustee of a Trust, please complete sections 2 and 5. If the Trustee is an individual, please also complete section 1. If the Trustee is a company, please also complete section 3.

Company If you are an Australian incorporated company, please complete sections 3 and 5.

Partnership If you are a Partnership please complete sections 4 and 5. One of the partners in the partnership will also need to complete section 1.

Other For other types of investors, please contact Shri Ganesh Capital Pty Ltd regarding making an application into the Trust.

We do not accept investments in the name of someone under 18 years of age.

Place of residency for tax purposes

Are you an Australian or New Zealand resident for tax purposes? Australian New Zealand No

Country of residency for tax purposes, if not Australia or New Zealand __________________________________

We do not accept investments in the name of citizens of the United States of America or residents of the United States of America for tax purposes.


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MINIMUM IDENTIFICATION DOCUMENTS REQUIRED FOR AUSTRALIAN INVESTORS

Non-Australian investors should contact the Trustee to confirm the identification documents that are required.

All identification documents provided must be provided to us in the form of original certified copies.

Individual

Primary photographic identification document (e.g. current passport issued by the Australian Government (that has not expired within the previous 2 years) or a driver’s licence issued by a state or territory); or

Primary non-photographic identification document (e.g. birth certificate) and one secondary identification document (e.g. utility bill).

For joint accounts, each individual must supply these documents.

Trust

One of the following:

Trust deed or an extract of the trust deed (and amendments if applicable); or

An extract from the ASIC register search for a registered managed investment scheme.

Together with the information applicable for the type of trustee:

If trustee(s) are individuals, the identification requirements for individuals;

If trustee(s) are companies, the identification requirements for companies.

Partnership

Minutes of a partnership meeting.

Plus, for each partner:

The full identification requirements for an individual.

Company

One of the following:

ASIC issued certificate of registration; or

An extract from the ASIC register search for the Company.

CERTIFICATION OF IDENTIFICATION DOCUMENTS

The list below details the prescribed persons who are authorised to certify copies of identification documentation: 1. (a lawyer) a person who is enrolled on the role of the Supreme Court of a State or Territory, or High Court

of Australia, as a legal practitioner (however described); 2. a judge of a court; 3. a magistrate; 4. a chief executive officer of a Commonwealth court; 5. a registrar or deputy registrar of a court; 6. a Justice of the Peace; 7. a notary public (for the purposes of the Statutory Declaration Regulations 1993); 8. a police officer; 9. (a postal agent) an agent of the Australian Postal Corporation who is in charge of an office supplying postal

services to the public; 10. (the post office) a permanent employee of the Australian Postal Corporation with two or more years of

continuous service who is employed in an office supplying postal services to the public; 11. an Australian consular officer or an Australian diplomatic officer (within the meaning of the Consular Fees

Act 1955); 12. an officer with 2 of more continuous years of service with one or more financial institutions (for the purposes

of the Statutory Declaration Regulations 1993); 13. a finance company officer with 2 or more continuous years of service with one or more financial institutions

(for the purposes of the Statutory Declaration Regulations 1993); 14. an officer with, or authorised representative of, a holder of an Australian Financial Services Licence, having

2 or more continuous years of service with one or more licensees; and 15. (an accountant) a member of the institute of Chartered Accountants in Australia, CPA Australia or the

National Institute of Accountants with 2 or more years of continuous membership.


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SECTION 1 – Individuals, joint applications, individual trustees, partnerships and sole traders

INVESTOR 1 (Individual or sole trader, trustee, partnership)

Title ___________ Given name(s) ______________________________________________________________ Surname___________________________________________________________________________________ Date of birth __ __ / __ __ / __ __ __ __

Residential address (not a PO Box). __________________________________________________________________________________________ __________________________________________________________________________________________ State ______________ Postcode ______________________Country __________________________________

Phone_____________________________________________________________________________________ Contact email address*________________________________________________________________________

*If you provide your email address, you agree that unless you notify us otherwise, we may provide you with information on your investment including confirmations of your applications and withdrawals, tax, distributions and annual statements by email. If you wish to change your communication preference, please contact Shri Ganesh Capital Pty Ltd.

Please complete in addition if you are a sole trader

Full business name of sole trader

__________________________________________________________________________________________ ABN / ACN (if any) ___________________________________________________________________________

Principal place of business address (not a PO Box) __________________________________________________________________________________________ __________________________________________________________________________________________ State ______________ Postcode ______________________Country __________________________________

INVESTOR 2 (please complete for joint applications)

Title ___________ Given name(s) ______________________________________________________________ Surname___________________________________________________________________________________ Date of birth __ __ / __ __ / __ __ __ __

Residential address (not a PO Box).

__________________________________________________________________________________________ __________________________________________________________________________________________ State ______________ Postcode ______________________Country __________________________________

Phone_____________________________________________________________________________________ Contact email address*_______________________________________________________________________



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SECTION 2 – Trusts If you are a trust, but not established in Australia, please contact Shri Ganesh Capital Pty Ltd regarding the information Shri Ganesh Capital Pty Ltd will need to collect from you.

2.1 GENERAL INFORMATION

Full name of trust __________________________________________________________________________ Full business name (if any) __________________________________________________________________ Date of establishment ___________________Country of establishment________________________________

Phone___________________________________________________________________________________ Contact email address*______________________________________________________________________


2.2 TRUSTEE INFORMATION

If you are an individual trustee, please ensure you have completed section 1. If the trustee is a company, please ensure you have completed section 3.

If you have more than one Trustee, please attach the full name and address for each of the Trustees in a separate document.

2.3 TYPE OF TRUST ( the applicable box and provide the information requested)

If none of the trust types below applies to you, please contact Shri Ganesh Capital Pty Ltd regarding the additional information Shri Ganesh Capital Pty Ltd will need to collect from you.

Registered managed investment scheme

Provide an Australian Registered Scheme Number (ARSN)

_____________________________________________________________________________________

Regulated trust (e.g. Superannuation fund, SMSF)

Name of the regulator (e.g. ASIC, APRA, ATO) _______________________________________________ Trust’s ABN; or ________________________________________________________________________ Registration/licensing details _____________________________________________________________

Government superannuation fund

Name of legislation establishing the fund ____________________________________________________


33

SECTION 3 – Companies

If you are a company, but not incorporated in Australia, please contact Shri Ganesh Capital Pty Ltd regarding the information Shri Ganesh Capital Pty Ltd will need to collect from you.

3.1 GENERAL INFORMATION (this information must relate to the investing entity)

Full name as registered by ASIC ________________________________________________________________ ABN / ACN _________________________________________________________________________________

Contact person details

Title ___________ Given name(s) ______________________________________________________________ Surname___________________________________________________________________________________

Phone_____________________________________________________________________________________ Contact email address*________________________________________________________________________ *If you provide your email address, you agree that unless you notify us otherwise, we may provide you with information on your investment including confirmations of your applications and withdrawals, tax, distributions and annual statements by email. If you wish to change your communication preference, please contact Shri Ganesh Capital Pty Ltd.

Business address(s)

Registered office address (not a PO Box). __________________________________________________________________________________________ __________________________________________________________________________________________ State ______________ Postcode ______________________Country __________________________________

Principal place of business (not a PO Box). Only complete if different to the registered office address above. __________________________________________________________________________________________ __________________________________________________________________________________________ State ______________ Postcode ______________________Country __________________________________

3.2 REGULATORY/LISTING DETAILS ( the applicable box and provide the information requested)

Regulated company (licensed by an Australian Commonwealth, State or Territory regulator)

Regulator name _______________________________________________________________________ Licence type and number ________________________________________________________________

Australian listed company Name or market/exchange _______________________________________

Majority-owned subsidiary of an Australian listed company

Australian listed company ________________________________________________________________ Name of market/exchange _______________________________________________________________


34

3.3 COMPANY TYPE ( the applicable box)

Public – Please proceed to Section 5

Proprietary – Complete Section 3.4. If the proprietary company is not a regulated company, please

complete Section 3.5

3.4 DIRECTORS

If the company is a proprietary company please provide the name of each director. If there are more than 3 directors please attach the full name for each of the additional directors in a separate document.

DIRECTOR 1


DIRECTOR 2


DIRECTOR 3


3.5 SHAREHOLDERS (this section only applies to proprietary companies that are not a regulated company)

There are no shareholders holding more than 25% of the company’s issued capital

OR – Please provide the name and address of any shareholder with a holding of more than 25% of the company’s

issued capital

SHAREHOLDER 1

Title ___________ Given name(s) ______________________________________________________________ Surname __________________________________________________________________________________

Residential address (not a PO Box). ___________________________________________________________ _______________________________________________________________________________________ State ______________ Postcode ______________________Country _________________________________

SHAREHOLDER 2




35

SHAREHOLDER 3




36

SECTION 4 – Partnerships

If you are a partnership, but not established in Australia, please contact Shri Ganesh Capital Pty Ltd regarding the information Shri Ganesh Capital Pty Ltd will need to collect from you.

4.1 GENERAL INFORMATION

Please ensure one partner has also completed section 1.

Name of Partnership ________________________________________________________________________

Full business name (if any) ___________________________________________________________________

Date of establishment ___________________Country of establishment _________________________________

Business address(s)

Registered office address (not a PO Box). ______________________________________________________________________________________ ______________________________________________________________________________________ State ______________ Postcode ______________________Country _______________________________

Principal place of business (not a PO Box). Only complete if different to the registered office address above. _______________________________________________________________________________________ _______________________________________________________________________________________ State ______________ Postcode ______________________Country ________________________________

4.2 PARTNERSHIP INFORMATION ( the applicable box and provide the information requested)

Is the Partnership regulated by a Professional Association?

Yes Association’s full name _____________________________________________________________ Association’s website (if any) _________________________________________________________ Partnership’s membership number / reference____________________________________________ No If no, you are required (under AML/CTF legislation) to provide the full name and residential

address of every other Partner in the Partnership and for each Partner the identification documents for an Individual will be required as set out in the General Information:

PARTNER 1


Residential address (not a PO Box). _____________________________________________________________ __________________________________________________________________________________________ State ______________ Postcode ______________________Country __________________________________


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PARTNER 2

Title ___________ Given name(s) _______________________________________________________________ Surname ___________________________________________________________________________________

Residential address (not a PO Box). ___________________________________________________________ ________________________________________________________________________________________ State ______________ Postcode ______________________Country _________________________________

PARTNER 3



PARTNER 4



PARTNER 5


Residential address (not a PO Box) . ___________________________________________________________ ________________________________________________________________________________________ State ______________ Postcode ______________________Country _________________________________

If there are additional Partners, please provide details as an attachment.


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SECTION 5 – General

5.1 TAXATION (this information must relate to the investing entity)

INVESTOR 1 OR COMPANY

ABN / ACN ________________________________________________________________________________ Tax File Number (TFN) _____________________________________________________________________ OR reason for exemption of TFN________________________________________________________________

INVESTOR 2

Tax File Number (TFN) _____________________________________________________________________ OR reason for exemption of TFN________________________________________________________________ Collection of TFN information is authorised and its use and disclosure are strictly regulated by the tax laws and privacy legislation. Please note that it is not against the law if you choose not to give your TFN, ABN/ACN or claim for exemption, but, if you do not, tax may be taken out of the income payable to you (including income reinvested) at the highest marginal rate plus Medicare Levy and any other applicable Government charges.

5.2 INVESTMENT AMOUNT

Please enter an investment amount for the Trust in Australian dollars. The minimum initial investment amount for the Trust is $[500,000]. For lower initial investment amounts, please contact Shri Ganesh Capital Pty Ltd before sending this application. [Please note that if the investment amount is less than $500,000 you will need to provide Shri Ganesh Capital Pty Ltd with evidence that you are a wholesale investor for the purposes of the Corporations Act. You must provide Shri Ganesh Capital Pty Ltd with a certificate from your accountant issued within the last 6 months demonstrating that you have net assets over $2.5 million or otherwise that your gross income for each of the last two financial years was over $250,000.]

$

5.3 PAYMENT METHOD ( the applicable box)

Electronic Funds Transfer

Account Name:

Bank:

BSB:

Account Number:


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5.4 DISTRIBUTIONS ( the applicable box and provide the information requested)

If no election is made or no Australian bank account details are provided, distributions cannot be reinvested in the Trust and as such will be dealt with in accordance with applicable legislation or other industry requirements

Australian bank account details for direct credit of distributions: Account name ______________________________________________________________________________ Name of institution __________________________________________________________________________ Branch ___________________________________________________________________________________ BSB ______________________________________________________________________________________ Account number ____________________________________________________________________________

5.5 INVESTOR COMMUNICATION

INVESTOR CORRESPONDENCE

Please select your preferred method to receive information about your investment in Units. Please ensure you have supplied either your email address or postal address in the Contact Details section of this Application Form.

Email Mail


40

DECLARATION

Please read the Information Memorandum (IM) and the following declaration before signing this

Application Form.

I/we declare that by signing and lodging this Application Form, I/we represent and acknowledge that:

(a) all details in this Application Form are true and correct and I/we agree to notify Shri Ganesh

Capital Pty Ltd immediately if there is any change to such details;

(b) if I/we provided my/our email address, I/we agree that Shri Ganesh Capital Pty Ltd may provide

information on my/our investment including confirmations of applications and withdrawals, tax,

distributions and annual statements by email;

(c) I/we received the current IM relating to the Trust at the same time as I/we received this

Application Form and I/we have read and understood the IM relating to the Trust;

(d) I/we agree that the Constitution (as amended from time to time) and the IM contain all of the

terms and conditions that govern my/our investment in the Trust and agree to become bound by

the terms, declarations, conditions and acknowledgements contained in the Constitution, the IM

and this Application Form;

(e) I/we have read and understood the information on privacy and the collection, handling, use and

disclosure of personal information contained in the Privacy section of the IM and consent to Shri

Ganesh Capital Pty Ltd collecting, handling, using and disclosing the personal information I/we

have provided in this application as outlined in the IM, including but not limited to the

transferring of such personal information to entities located outside of Australia (including in

countries without strong data privacy laws). I/we acknowledge that Shri Ganesh Capital Pty Ltd

will not be accountable under the Privacy Act for such disclosure, that I/we will not be able to

seek redress under the Privacy Act and that Shri Ganesh Capital Pty Ltd will not take further

steps to ensure that the overseas recipients do not breach the Australian Privacy Principles

under the Privacy Act in relation to any personal information disclosed to overseas recipients;

(f) I/we agree to Shri Ganesh Capital Pty Ltd collecting personal information (including sensitive

information) about me/us from third parties in order to meet its obligations under applicable

legislation;

(g) I/we have received and accepted this offer in Australia;

(h) I/we acknowledge that Shri Ganesh Capital Pty Ltd is subject to the Anti-Money Laundering and

Counter-Terrorism Financing Act 2006, related rules and other subordinate instruments

(AML/CTF Laws) and agree to provide further personal information to Shri Ganesh Capital Pty

Ltd if required to meet its obligations under any AML/CTF Laws or regulations;

(i) I/we have considered the appropriateness of the Trust to my/our investment objectives and

needs and have not received advice from Shri Ganesh Capital Pty Ltd;

(j) I/we am/are not a citizen of the United States of America or resident of the United States of

America for tax purposes (United States Person), will not be receiving Units in the Trust in the

United States and am/are not acquiring Units in the Trust for the account of a United States

Person. Notwithstanding the foregoing, if my/our investment becomes a US Account (as

reasonably determined by Shri Ganesh Capital Pty Ltd for the purposes of the US Foreign

Account Tax Compliance Act (“FATCA”)), I/we will promptly notify Shri Ganesh Capital Pty Ltd

and provide Shri Ganesh Capital Pty Ltd on request with any information which is necessary or

desirable for Shri Ganesh Capital Pty Ltd to comply with any obligations it may have in

connection with FATCA;

(k) I/we confirm that for all applications other than individual applications, this Application Form is

signed in accordance with the relevant governing rules or constituent documents;

(l) I/we confirm that if this Application Form is signed by joint applicants, we agree that we hold the

Units as joint tenants and either of us may operate the account and bind the other, including

with respect to future transactions such as deposits and withdrawals; and

(m) I am/we are (a) wholesale investor(s) as defined by the Corporations Act. If my/our investment

amount is less than $500,000, I/we will (each) provide the Trustee with a certificate from my/our

accountant issued within the last 6 months confirming that I/we (each) have net assets of over

$2.5 million dollars or I/we (each) had a gross income of over $250,000 for each of the past two

financial years.


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Further, Shri Ganesh Capital Pty Ltd is bound by laws relating to the prevention of money laundering

and the financing of terrorism, including the AML/CTF Laws. By completing this Application Form:

(a) I/we declare that I/we will not knowingly do anything to put Shri Ganesh Capital Pty Ltd in

breach of the AML/CTF Laws;

(b) I/we agree to notify Shri Ganesh Capital Pty Ltd if I/we are aware of anything that would put Shri

Ganesh Capital Pty Ltd in breach of AML/CTF Laws;

(c) I/we declare that I am/we are not commonly known by any other names different from those

disclosed in this form;

(d) I/we declare that monies used by me/us to invest in the Trust are not derived from or related to

any criminal activities or terrorism financing;

(e) I/we declare that any proceeds from my/our investment will not be used in relation to any

criminal activities or terrorism financing;

(f) I/we declare that any documents or information used for verification purposes in support of

my/our application as identified in the ‘Minimum Identification Documents Required for

Australian Investors’ (or as otherwise required) are complete and correct;

(g) I/we agree to provide any additional information the Shri Ganesh Capital Pty Ltd may require for

the purposes of the AML/CTF Laws;

(h) I/we consent to Shri Ganesh Capital Pty Ltd, the Custodian or Shri Ganesh Capital Pty Ltd's

agents disclosing in connection with AML/CTF Laws any of my/our Personal Information (as

defined in the Privacy Act 1988 (Cth)) they have;

(i) if requested, I/we agree to provide additional information and assistance and comply with all

reasonable requests to facilitate Shri Ganesh Capital Pty Ltd's compliance with AML/CTF Laws

in Australia or an equivalent overseas jurisdiction;

(j) I/we acknowledge that it may be a criminal offence to knowingly provide false, forged, altered or

falsified documents or misleading information or documents when completing this form;

(k) I/we acknowledge that where a transaction is delayed, blocked, frozen or refused, Shri Ganesh

Capital Pty Ltd will not be liable for any loss (including consequential loss) whatsoever as a

result of its compliance with the AML/CTF Laws and agree to indemnify Shri Ganesh Capital Pty

Ltd if it is found liable to a third party in connection with freezing or blocking my/our account;

(l) I/we agree that Shri Ganesh Capital Pty Ltd may decide to delay or refuse to accept any

application if I/we do not provide the AML/CTF information requested or Shri Ganesh Capital

Pty Ltd is not satisfied as to my/our identity and Shri Ganesh Capital Pty Ltd will not incur any

liability to me/us if it does so; and

(m) I/we will notify Shri Ganesh Capital Pty Ltd if I/we become a ‘politically exposed’ person or

organisation for the purposes of the AML/CTF Laws, or become known by a name other than

the name provided in this Application Form at the time of applying for Units in the Trust.

I/we acknowledge and understand that:

(a) Units in the Trust do not represent deposits or other liabilities of Shri Ganesh Capital Pty Ltd or

any of its related bodies corporate or affiliates;

(b) investing in the Trust is subject to investment risk, including possible delays in repayment and

loss of income and principal invested; and

(c) neither Shri Ganesh Capital Pty Ltd, the Custodian nor any other entity guarantees the

performance of the Trust or the repayment of capital invested in the Trust.


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SIGNING PAGE

APPLICANT SIGNATURE

This form must be signed by all authorised signatories. If further signatories are required to operate this account, please include as part of this Application Form as an attachment.

If this form is signed by an attorney, the attorney states that there is no notice of revocation of the power of attorney under which this application is signed. Any tax file number supplied at any time may be applied to this investment and previous or future investments in my/our names(s).

For all applications except where the investor is an individual, please have two authorised persons signing the application.

Name of Investor 1

Name of Investor 2 (If Joint Investors, both must sign)

Signature of Investor 1

Signature of Investor 2

Title of signatory e.g. Director, Trustee, Power of Attorney

Title of signatory e.g. Director, Trustee, Power of Attorney

Date __ __ / __ __ / __ __ __ __ Date __ __ / __ __ / __ __ __ __

Number of signatories required to instruct on this investment (please specify): 1 2 Other ___________________________________________________________ If there are more than two signatories please include an attached list of names and signatures

Company seal (if required)


43

CHECKLIST

Please ensure you have completed all of the requirements in the checklist below before submitting your Application Form.

Completed the relevant sections of the Application Form

Signed the Application Form

Arranged payment as set out under Section 5.3

Attached certified copies of relevant identification documents

SUBMIT FORM

Please send your completed Application Form to:

The Trustee Macquarie Business Centre Unit Trust Shri Ganesh Capital Pty Ltd Suite 3 Level 18, 1 Alfred Street Sydney, New South Wales 2000 Australia

For any additional queries relating to this Application Form or an investment in the Trust, contact Shri Ganesh Capital Pty Ltd on:

Tel: +61 2 9252 7827

Email: [email protected]


44

Schedule 2: Wholesale Client Certificate

Wholesale Client Certificate


45

Wholesale client certificate

Details

________________________________________________________________________

Your details

________________________________________________________________________

Client Name

ABN/ACN/ARBN

Address

Telephone

Fax or Email

Attention

_____________________________________________________________________________

Recitals A The Client wishes to receive certain financial products and financial

services from Shri Ganesh Capital Pty Ltd ("Shri Ganesh").

B In order for Shri Ganesh to offer financial products and provide financial

services to the Client, Shri Ganesh needs to be satisfied that the Client is a

“wholesale client” for the purposes of the Corporations Act 2001 (Cwlth)

(“Corporations Act”) and Corporations Regulations (“Corporations

Regulations”).

_____________________________________________________________________________

Date See Signing page


46


1.1 Acknowledgements, representations and warranties

1.1 Acknowledgements

By completing, signing and returning this Certificate the Client acknowledges that:

(a) this Certificate relates to the provision of financial services by Shri Ganesh;

(b) this Certificate is given to Shri Ganesh to enable it to determine whether it is able to

provide financial services to the Client in compliance with the Corporations Act;

(c) any financial products offered or services provided to the Client by Shri Ganesh will

be made on the basis of the Client’s representations in this Certificate; and

(d) Shri Ganesh may from time to time require additional information and evidence of the

Client’s continuing classification as a “wholesale client” for the purposes of providing

the Client with financial products or services.

1.2 Representations, warranties and undertakings

The Client represents, warrants and undertakes that as at the date of this Certificate, and

each time a financial product or financial service is provided to the Client by Shri Ganesh, that

for the reasons indicated in this Certificate:

(a) the Client is a person to whom an offer of financial products does not need disclosure

under Chapter 7 of the Corporations Act;

(b) the Client is a wholesale client for the purposes of section 761G of the Corporations

Act; and

(c) The Client will notify Shri Ganesh as soon as practicable if any of the information it

has provided to Shri Ganesh in or pursuant to this Certificate ceases to be true,

accurate and not misleading.

1.3 General insurance, superannuation and RSA products

This Certificate does not apply to financial products that are general insurance,

superannuation and retirement savings account products to which section 761G(5) or (6) of

the Corporations Act applies.


47

Please indicate which category/ies of “wholesale client” applies to the Client by crossing the relevant box/es and provide Shri Ganesh (where applicable) with all supporting evidence that is available. The Client should obtain independent professional advice if the Client is unsure whether it is a wholesale client and if so which particular category applies to it. Please cross the appropriate box(es) with an X

Minimum amount payable exceeds A$500,000

The price of the relevant financial product or the value of the financial product to which the relevant financial service relates, equals or exceeds A$500,000.

By crossing this box the Client certifies that the price or value of the relevant financial product has been calculated in accordance with Regulations 7.1.17B - 7.1.26 of the Corporations Regulations. These Regulations set out how the price or value of a financial product is to be calculated and which amounts are to be disregarded (e.g. amounts paid out of money lent by a product issuer).

Generally, superannuation-sourced money (i.e. money that Shri Ganesh knows, or ought reasonably to know, will be paid to the Client as an eligible termination payment by the trustee of a regulated superannuation fund or has been paid in that way at any time during the previous six months) is not to be counted in determining the price or value of the relevant financial product (see Regulation 7.1.26).

For business use in a large business

The financial product, or the financial service, is provided to the Client for use in connection with a business that is not a small business. A small business is defined as:

if the business is, or includes, the manufacture of goods, a business employing less than 100 people; or

otherwise, a business employing less than 20 people.

Not for business use and accountant’s certificate

The relevant financial product, or the relevant financial service:

is not provided to the Client for use in connection with a business; and

at the time the product or service is provided Shri Ganesh holds a qualified accountant’s certificate given within the preceding 2 years stating that the Client is a person who either has:

net assets of at least A$2.5 million (which may include the net assets of a company or trust controlled by the Client); or

a gross income for each of the last 2 financial years of at least A$250,000 (which may include the gross income of a company or trust controlled by the Client).

Control is defined in section 50AA of the Corporations Act.

Refer to the attached qualified accountant’s certificate.

Company or trust controlled by a person who has a current qualified accountant’s certificate

The relevant financial product, or the relevant financial service, is acquired by the Client, who is a company or trust controlled by a person who:

at the time the product or service is provided, gives Shri Ganesh a qualified accountant’s certificate given within the preceding 2 years stating that the person either has:


48

net assets of at least A$2.5 million (which may include the net assets of a company or trust controlled by the Client); or

a gross income for each of the last 2 financial years of at least A$250,000 (which may include the gross income of a company or trust controlled by the Client).

Control is defined in section 50AA of the Corporations Act.

Refer to the attached qualified accountant’s certificate.

Australian financial services licensee

The Client is the holder of an Australian financial services licence.

Has or controls assets of at least A$10 million

The Client is a person who has or controls1 gross assets of at least A$10 million (including

any assets held by an associate (as defined by the Corporations Act) or under a trust that the Client manages).

Unless the Client has or controls cash and other investments with a market value of not less than A$10 million in the Client’s own account(s) with Shri Ganesh, the Client must provide at least one of the following types of supporting documents to demonstrate that the Client has or controls gross assets of A$10 million in aggregate. Please cross the relevant box next to the form of evidence that the Client will provide.

(a) A qualified accountant’s certificate

A certificate signed by a qualified accountant stating that the Client has or controls gross assets of at least A$10 million (including any assets held by an associate or under a trust that the Client manages)

(refer to the attached qualified accountant’s certificate); OR

(b) If the Client does not wish to obtain the qualified accountant’s certificate referred to in clause (a) above, at least one of the following:

If the Client controls gross assets of at least A$10 million in part because the Client controls one or more companies (i) a certificate signed by two directors, or a director and company secretary, confirming the value of the assets of such company or companies and (ii) evidence of the Client’s control of such company (e.g. a certificate given by the registered agent of such company showing that the Client is the sole shareholder of such company or a similar written representation from the Client); and/or

If the Client controls gross assets of at least A$10 million in part because the Client controls one or more companies (i) audited financial statements confirming the value of the assets of such company and (ii) evidence of the Client’s control of such company (e.g. a certificate given by the registered agent of such company showing that the Client is the sole shareholder of such company or a similar written representation from the Client); and/or

If the Client controls gross assets of at least A$10 million in part because the Client controls one or more trusts (i) financial statements confirming the value of the assets of such trust(s) and (ii) evidence of the Client’s control of such trust(s);and/or

Other supporting documentation as may be available and satisfactory to Shri Ganesh, including, but not limited to, the Client’s own financial statements, bank statements, custodian statements, etc.

1 The definition of “control” in CA 50AA will not generally be appropriate for determining control under this test. This is because CA 50AA relates to control of an “entity” rather than control of assets. There is no separate definition of control for the purposes of this test and it should be given its ordinary meaning.


49

Trustee The Client is the trustee of a superannuation fund, approved deposit fund, pooled

superannuation trust or public sector superannuation scheme, in each case, within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cwlth) and the fund, trust or scheme has net assets of at least A$10 million.

If the Client is a body corporate only:

APRA regulated body

The Client is a body regulated by the Australian Prudential Regulation Authority and not a

trustee of a superannuation fund, approved deposit fund, pooled superannuation trust or public sector superannuation scheme, in each case, within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cwlth).

Registered financial corporation The Client is a body registered under the Financial Corporations Act 1974 (Cwlth).

Listed entity or related body corporate The Client is a listed entity (i.e. an entity included in the official list of a prescribed financial

market operated in Australia), or a related body corporate of a listed entity. Exempt public authority The Client is a body corporate that is incorporated within Australia or an external Territory and

is:

a public authority; or

an instrumentality or agency of the Crown in right of the Commonwealth of Australia, in right of a State or in right of a Territory.

Body corporate, or unincorporated body that carries on a business of investment in financial products

The Client is a body corporate, or an unincorporated body, that:

carries on a business of investment in financial products, interests in land or other investments; and

for those purposes, invests funds received (directly or indirectly) following an offer or invitation to the public, within the meaning of section 82 of the Corporations Act, the terms of which provide for the funds subscribed to be invested for those purposes.

Related body corporate

The Client is a related body corporate of another body corporate who would be a wholesale

client if it acquired the relevant financial product or financial service.


50


Dated:

If the Client is a natural person

Signed by [Name] in the presence of:

Signature of witness [Name]

Print name

Address

If the Client is a body corporate

Executed by [body corporate] by:

In accordance with section 127(1) of the

Corporations Act 2011 (Cwlth) by authority of its

directors:

Signature of director/company secretary*

*delete whichever is not applicable

Signature of director

Name of director/company secretary*

(block letters)

*delete whichever is not applicable

Name of director (block letters)


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Qualified accountant’s certificate

QUALIFIED ACCOUNTANT’S CERTIFICATE

Details of Client:

Name

Address

Contact details

ACN/ABN (if applicable)

Details of the Qualified Accountant:

Name

Address

Contact details

Date:

I certify that as at the date of this certificate the following is true and correct, in every particular:

I am a qualified accountant within the meaning of section 9 of the Corporations Act 2001 (Cwlth).2

This certificate is given at the request of the Client whose name and address are set out above in

relation to the provision of financial products or services proposed to be made by Shri Ganesh Capital

Pty Ltd ("Shri Ganesh”) to the Client.

The Client is a person who has or is controlled by a person who has:

(please cross with an X which is applicable)

net assets of at least A$2.5 million (which may include the net assets of a company or trust

controlled by the Client); or

gross income for each of the last 2 financial years of at least A$250,000 a year (which may

include the gross income of a company or trust controlled by the Client).

This certificate is given to Shri Ganesh for the purposes of section 761G(7)(c) of the Corporations Act.

2 For the purposes of the Corporations Act, a “qualified accountant” means a person who:

(a) is a member of CPA Australia (“CPAA”) who is entitled to use the post-nominals “CPA” or “FCPA”, and is subject to and complies with CPAA’s continuing professional education requirements;

(b) is a member of The Institute of Chartered Accountants in Australia (“ICAA”), who is entitled to use the post-nominals “CA”, “ACA” or “FCA”, and is subject to and complies with the ICAA’s continuing professional education requirements;

(c) is a member of the National Institute of Accountants (“NIA”), who is entitled to use the post-nominals “MNIA” or “FNIA”, and is subject to and complies with the NIA’s continuing professional education requirements; or

(d) (i) is a member of the:

American Institute of Certified Public Accountants;

Association of Certified Chartered Accountants (United Kingdom);

Canadian Institute of Chartered Accountants;

Institute of Chartered Accountants of New Zealand;

The Institute of Chartered Accountants in England and Wales;

The Institute of Chartered Accountants in Ireland;

The Institute of Chartered Accountants in Scotland; and (ii) has at least three years of practical experience in accounting or auditing; and (iii) is resident in the same country (being a country other than Australia) as the Client.


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Or

The Client is an individual or company that has or controls gross assets of at least A$10

million (including any assets held by an associate (as such term is defined in the Corporations

Act) or under a trust that the Client manages).

SIGNED by

.....................................................................

Signature of [Name]


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SHRI GANESH CAPITAL PTY LTD T/A STARIN

THE TRUSTEE FOR MACQUARIE BUSINESS CENTRE UNIT TRUST

Suite 3 Level 18, 1 Alfred Street, Sydney NSW 2000, AUSTRALIA • Phone: +61 2 9252 7827

[email protected] • www.starin.com.au

ABN 91 123 287 007

AFSL 457784

SUPPLEMENTARY INFORMATION...

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