Supplementary IM MBUT 20171208 - …d30az0mtbopalr.cloudfront.net/wp-content/uploads/2018/01/...Not...

Supplementary IM Date: 08 December 2017

STARIN Ltd. (Trustee for the Macquarie Business Centre Unit Trust) ABN 91123287007 | AFSL 457784

SUPPLEMENTARY INFORMATION MEMORANDUM MACQUARIE BUSINESS CENTRE UNIT TRUST

ABN 34567406797 Offer: The offer is to raise up to $12m by issue of Units as per this Information Memorandum.

Description Ordinary Units Preferential Units

Unit Class OrdUnits PEUnits 2

Price $0.29 per OrdUnit $1.00 per PEUnit 2

Minimum Investment (for wholesale and accredited

investors)

$50,000 $50,000

Additional Investment $5,800 $5,000

Unit Price at (Repurchase / Exit / Redemption /

Withdrawal / Buyback)

Determined at the time of the

Exit

$1.00

Distribution Actual, paid monthly

First Distribution anticipated from

December 2019

Accrued annually from the date of the

investment, paid at repurchase.

Term of the Investment Medium to long term (To be

reviewed at 3 years)

Up to 18 months

Minimum Term of Investment Not applicable 6 months

Trustee may give notice to Repurchase / buyback

PEUnits 2 subject to minimum term of investment

period

Not applicable 1 months

Preferential Unit 2 (Coupon Rate) Not Applicable 18% per annum accrued and paid at the

time of repurchase of the preferential

units 2.

Conversion (Preferential Units 2 to the Ordinary

Units) only at the discretion of the Trustee

Not Applicable At any time investor may request

Trustee may give an option for

conversion

Method for Exit / Redemption / Withdrawal /

Buyback / Repurchase.

Online - Seller / Buyer Unlisted

Securities Introductory Platforms

OR Refinance

OR ASX listing

OR Sale of Asset

Online - Seller / Buyer Unlisted Securities

Introductory Platforms

OR Refinance

OR ASX listing

OR Sale of Asset

Voting Rights Yes No

Ranking Below Debt Finance, Creditors

and Preferential Units

Below Debt Finance and Creditors

MBUT

STARIN | SUPPLEMENTARY IM 08-12-2017 II

STARIN ADINA APARTMENT HOTEL Macquarie Park

388 – 392 Lane Cove Road, Macquarie Park, NSW 2113 Sydney Australia

Macquarie Business Centre Unit Trust

STARIN | SUPPLEMENTARY IM 08-12-2017 I

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

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

Project Summary .............................................................................................................................................. 3

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

STARIN .............................................................................................................................................. 9

1.1 Overview ............................................................................................................................... 9

1.2 Diversification ....................................................................................................................... 9

1.3 Organisational Structure ....................................................................................................... 9

1.4 Benefits of Investing ........................................................................................................... 10

1.5 Investment Process ............................................................................................................. 10

1.6 STARIN Board ...................................................................................................................... 10

1.7 Responsible Manager .......................................................................................................... 10

1.8 Investment Committee ....................................................................................................... 10

STARIN at Macquarie Park ............................................................................................................................... 11

1.9 Location ............................................................................................................................... 11

1.10 Key Factors .......................................................................................................................... 12

1.11 Project Plan ......................................................................................................................... 13

1.12 Starin Adina Apartment Hotel - Operation Management ................................................... 13

1.13 Financial Information .......................................................................................................... 13

1.14 Anticipated Returns ............................................................................................................ 14

1.15 Equity and Units in the Fund ............................................................................................... 14

1.16 Trust Management Fee ....................................................................................................... 14

1.17 Exit Strategy from the Fund ................................................................................................ 14

1.18 Comparable ......................................................................................................................... 14

Detail of the Offer ............................................................................................................................................ 16

1.19 Fund Structure .................................................................................................................... 16

1.20 Units .................................................................................................................................... 16

1.21 Working Capital Fund .......................................................................................................... 16

1.22 Compliance Policy ............................................................................................................... 16

1.23 Risk Management Policy ..................................................................................................... 16

1.24 Foreign Exchange Hedging Policy ........................................................................................ 16

1.25 Distribution Policy ............................................................................................................... 16

1.26 Registered Managed Investment Scheme .......................................................................... 17

Investors ............................................................................................................................................ 17

1.27 Individual Investors ............................................................................................................. 17

1.28 Self-Managed Super Funds (SMSFs).................................................................................... 17

1.29 Financial Institutions – Australian ....................................................................................... 17

1.30 Financial Institutions – Overseas ........................................................................................ 17


STARIN | SUPPLEMENTARY IM 08-12-2017 II

How to Invest ............................................................................................................................................ 17

Risks ............................................................................................................................................ 18

1.31 Investment Risks ................................................................................................................. 18

1.32 Risks specific to this Fund ................................................................................................... 19

1.33 Listed Investments .............................................................................................................. 19

1.34 Impact of Interest Rates ...................................................................................................... 19

1.35 Risks of Gearing ................................................................................................................... 19

1.36 Risk of Liquidity ................................................................................................................... 19

1.37 Fund Termination ................................................................................................................ 20

1.38 Unidentified Risks ............................................................................................................... 20

Tax ............................................................................................................................................ 20

1.39 Income Tax .......................................................................................................................... 20

1.40 Tax-deferred Distribution.................................................................................................... 20

1.41 Imputation Credits .............................................................................................................. 20

1.42 Foreign Income Tax Offset (FITO) ....................................................................................... 20

1.43 Capital Gains ....................................................................................................................... 20

1.44 Disposal of Units ................................................................................................................. 20

1.45 Non-resident Investors ....................................................................................................... 20

1.46 Tax File Number (TFN) and Australian Business Number (ABN) ......................................... 20

1.47 Tax Advice ........................................................................................................................... 21

Other Information ........................................................................................................................................... 21

Glossary ............................................................................................................................................ 23

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

Schedule 2: Wholesale Client Certificate ................................................................................................ 47


STARIN | SUPPLEMENTARY IM 08-12-2017 1

Fund and Important Notice Fund This Supplementary Information Memorandum (IM) is issued by Starin Ltd (STARIN), ABN 91123287007, Australian Financial Services License (AFSL) 457784, as a Trustee for the Macquarie Business Centre Unit Trust (Fund) also referred as MBUT. 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 information 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. 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 statements 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 unless the context requires otherwise.



From the CEO

Dear Investors,

I am pleased to invite you to invest in the Macquarie Business Centre Unit Trust 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, an area part of Sydney global business corridor that is home to many high value service industries such as finance, insurance, technology, health, education and tourism. A premium serviced apartment hotel will be erected on this land to cater to the high demand of accommodation in the area.

Your investment in the Fund will be used to design, construct and operate STARIN’s Adina Apartment Hotel, aiming to deliver design excellence and commercial 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’s Adina Apartment Hotel at Macquarie Park.

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 global business corridor within Sydney.

Yours sincerely,

Anurag Thukral Chief Executive Officer



Project Summary

Project Status

Land Acquired

Development Application Approved

Construction Finance

Drawings and Design

Excavation and Piling

Operator – TFE Hotels engaged (To operate as Adina Hotel Apartments)

Construction Contractor Awarded

Planned Start of Construction (Anticipated) March 2018

Planned Start of Operations (Anticipated) August 2019

Project Team Architects Group GSA

Solicitors Norton Rose Fulbright (Earlier Henry Davis York)

Operator Toga Far East Hotels (TFE Hotels)

Quantity Surveyors WT Partnership

Auditors PwC Australia (PwC)

Project Managers RPS Management

Construction Superintendent Blue Visions Management

Early Works Contractor DECC Shoring Pty Ltd

Main Contractor (Preferred) Taylor Construction Group

STARIN’s (ADINA Apartment Hotel) Project Timeline



At a Glance

FEATRE SUMMARY

Investment Objective To provide income and long term capital growth.

Suggested minimum investment time frame

Ordinary Equity; 5 years or more Preferential Equity 2; 6 to 18 months

Who can invest

Direct investors including individuals and joint investors over 18 years of age. Superannuation Funds including Self-Managed Super Funds. Institutional Investors.

Significant Investor Visa Applicants/Holders. Investors may need to meet the requirements under the Corporations Act 2001 (if applicable). Wholesale Investors.

The Fund Macquarie Business Centre Unit Trust (Fund). ABN 34567406797 The Fund is an Australian unlisted unit trust at this stage and may at some time in future date be registered with ASIC and listed on the stock exchange.

Trustee STARIN Ltd ABN 91123287007 AFSL 457784

Anticipated Project Cost $73 million (including contingency)

Assets Owned by the Fund Land at 388-392 Lane Cove Road, Macquarie Park 2113, New South Wales Australia, described as Lots 44 to 46 in Deposited Plan 1111722. It will own all improvements on it from time to time, and

All other real property (including any one or more pieces of real property) acquired and held.

Equity Already raised $17 million

Debt finance Up to $45 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 at this stage. 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. *The Fund may provide limited liquidity to the Unitholders for selling their Units by listing ‘on sell / buy unlisted securities introductory online platforms’. An introduction fees up to 6% or as applicable, would be levied by the platform on successfully completed transactions to the seller.

The unlisted introductory platforms are independent, platforms bringing experienced buyers and sellers together to execute off-market transactions for Illiquid, unlisted securities and investments.

You may list your units for sale on the platforms for exit in part or full. *STARIN or any of its representatives, shall not be liable for any losses, arising out of or in any way connected with sell/buy of the units through introductory online platforms.



Redemption / Exit As above refer paragraph on liquidity.

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

List Fund on stock exchange to make it liquid.

Distributions During Operations

The Trustee intends to make distributions on a monthly basis on successful normalisation 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.

Risk All investments have risks associated with it. You must seek your own independent advice, 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, to management fee during the period of the Fund. 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 the IM Management Fee is discounted to 1.80% plus GST calculated as follows:

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. o Management Fee may be further discounted on the commencement

of the operation and listing on Australian Securities Exchange.

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.

GSTR1GAV 100

80.1

12

1MF



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.

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 5 business days of the completion of the disposal.

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.

Related Party Risk Fee A related party may contract with third parties to implement asset protection strategy for the Fund as a part of asset protection strategy. All transactions will be undertaken at arms-length.

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’s website (www.starin.com.au), 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.

http://www.starin.com.au/



Deposit of application and how to contact us

The Trustee STARIN Ltd. Macquarie Business Centre Unit Trust Grosvenor Place, Level 32, 225 George Street Sydney, New South Wales 2000 Australia Tel: +61 2 9252 7827 Email: [email protected]

PROJECT PROGRESS

View along Lane Cove Road, Macquarie Park

Project site



Ground breaking | September 2016

Early Works Completed | February 2017



STARIN

1.1 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.

The Funds by STARIN primarily invests in direct property. The Fund generally targets assets which have high occupancy rates and stable income. Upon completion of the development at Macquarie Park, STARIN expects to meet these objectives. The aim is to assist investors seeking to invest in assets which will optimise income and capital returns in the long term.

1.2 Diversification

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

1.3 Organisational Structure

The Trustee Company (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 may 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 is entered if required.

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 comply with the licensing provisions.

Policies and Procedures

STARIN being an AFSL license holder has a set of policies and procedure to manage the Funds. These policies and procedures have been approved by the CEO and the Responsible Manager and are part of ASIC license process.



1.4 Benefits of Investing

The Fund provides investors with the following benefits:

Access to Accelerated Capital Growth

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

Access to Fund with Low Cost Finance

The Fund is designed to optimize and take advantage of 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.

1.5 Investment Process

The investment process for the Fund will be determined and controlled by the Trustee.

1.6 STARIN Board

The existing board comprise of the following: Anurag Thukral, CEO & Managing Director Anurag has more than 35 years in construction and commercial sectors, been associated with greater than $12billion of contracts and works and major projects ranging from $100m. He has significant national and international experience in commercial, infrastructure, procurement and risk management having associated with companies from USA, Canada, UK, Korea, China, Singapore and Malaysia. His positions included, Executive Director of the NSW Construction Policy Steering Committee. He is an engineer with post graduations in management, environmental engineering and in commercial law from reputed Australian universities. He is a Fellow, Chartered Engineer, registered on National Engineering Register of the Institution of Engineers Australia and is Member of the Planning Institute of Australia. Bhagwat Chauhan, Director Operations Bhagwat specialises in operations and administration. He is founder of Australian Housing Developments Pty Ltd. Bhagwat has significant

banking IT experience and is a Post Graduate in Business Statistics. Devendra Gupta, Director Investor Relations Devendra is a successful and renowned entrepreneur in IT, with businesses in Australia and Malaysia. He is Ex-President of charity Ekal Vidyalay Foundation.

1.7 Responsible Manager

Brendan Howell Brendan is the 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 more than 25 years.

1.8 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 STARIN Board with a quorum being at least 2 members.

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



STARIN at Macquarie Park

‘STARIN Adina’ will be a premier serviced apartment hotel 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. Planning and design excellence for the project was achieved by inviting architectural planning and design competition. Development features modern includes IT, efficient design, latest construction material and techniques. This has resulted in lowering construction cost. The project will have

high level finishes, reduced maintenance costs and sustainable efficient energy consumption design to maximise green building ratings. The main features of the development proposal are:

Up to 15 storey iconic building towering up to 65 meters in height.

Comprising up to 158 rooms 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, corporate and function.

Pool, spa, and gym

Ultimate views from North-East to South-West.

Energy efficient and environmental sustainable design.

Function halls.

Restaurant capacity approx. 100 persons.

Parking space for up to 110 cars.

1.9 Location

The development is located within the Macquarie Park business district, which is in one of the 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 located in the Global Business Corridor in Sydney, approximately 20 minutes to Sydney CBD and 45 minutes to International Airport by Freeway.

1.10 Key Factors

Macquarie Park corporate business centre has a high concentration of IT and pharmaceutical sector leaders and is on the course of rapid expansion as a commercial, education, research and technology precinct. This major commercial precinct is also in the vicinity of:

Macquarie University Macquarie University Hospital Macquarie Shopping Centre

The strategic location of the Starin Adina apartment hotel is expected to benefit from the increasing visitor activity in the area.

Global Corridor Sydney | Employment Projection

Source : STR Global, JLL Hotels & Hospitality Group

Occupancy Actual and Projection

Ryde Area

*Global Sydney contains the economic and cultural corridor that runs from Macquarie Park through to North Sydney and the Sydney CBD to the Port and Airport Precinct.

Currently, Macquarie Park 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.



1.11 Project Plan

Stage/Milestone Planned Start Planned Completion

Main construction (Anticipated)

March 2018 August 2019

Operational Commencement (Anticipated)

August 2019

1.12 Starin Adina Apartment Hotel - Operation Management

Medina Property Services Pty Ltd and Toga Hotel Management Holdings Pty Ltd have been engaged to operate the Hotel as “Starin Adina Apartment Hotel”. About TFE Hotels

TFE Hotels, headquartered in Australia to design and manage hotels end to end, from concept to successful operation. It has 70 hotels in Australia, New Zealand, Asia and Europe and has 16 more in the design or construction phase, to open the next five years. TFE Hotels was established in 2013 as a joint venture between Australia’s long-established apartment and hotel development and management company, Toga Group (1963), and Singapore’s Far East Hospitality Holdings. It has six hotel brands include: Adina Apartment Hotels, Medina Serviced Apartments, Rendezvous Hotels, Vibe Hotels, Travelodge Hotels and the new TFE Hotels Collection. To know more about TFE Hotels, visit https://www.tfehotels.com/ .

1.13 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 adopted 72% - 84%

Average Daily charge $230 - $250

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

Occupancy Rate of similar serviced apartments ranges 75% to 90%. The Macquarie Park is predominantly a business centre with offices of international companies.

Project Cost The table below provides total development cost for the project.

Item Estimated Amount

Total Development Cost (including contingency)

$73 million

Fund

Item Estimated Amount

Debt Up to $45 million

Equity raised $17 million

Equity to be raised Up to $12 million

Operating Revenue (normalisation year – 3rd year from the commencement of the operation);

Item Anticipated Values

Annual gross rent (residential + commercial)

$15.20 million

Gross Operating Profit $6.70 million

EBITDA $5.60 million

*The anticipated returns are forecast information based on current developments but are not guaranteed

https://www.tfehotels.com/



1.14 Anticipated Returns

The anticipated returns of the ordinary equity are as below. Anticipated Annualised Returns (Revenue +Capital) %


Anticipated Annual Distribution (Cents per unit)


Anticipated Unit Value ($)


1.15 Equity and Units in the Fund Raised

Item Values

Equity Raised (Ordinary)

$15.243 million

Preference Equity

$1.769 million

1.16 Trust Management Fee

The Trust Management fee is 1.8% of the funds under management is likely to be discounted at the start of the operation and listing of the Fund on ASX.

1.17 Exit Strategy from the Fund

STARIN has adopted the following exit strategy:

Exit while the Fund is not a registered scheme:

o *The Fund may provide limited liquidity by listing to the Unitholders for selling their Units ‘on sell / buy unlisted securities introductory online platforms, one or more’, once the Fund has raised required equity. An introduction fees up to 6% as agreed would be levied by the platform on successfully completed transactions payable by the seller.

o It is a forecast that the income in the Funds may normalise within 3 years and the Fund will be able to accept redemption/ withdrawal requests of Units from December 2020.

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.

*STARIN or any of its representatives, shall not be liable for any losses, arising out of or in any way connected with sell/buy of the units through introductory online platforms.

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

o The investors will be able to buy / sell Units

at the stock exchange.

1.18 Comparable

Macquarie Park is a business centre with limited hotel and serviced apartments accommodation. The assumptions adopted in this IM are conservative in relation to the quality, price and occupancy.



Disclaimer

The financial and anticipated returns, redemption/ withdrawal forecast information are based on the current development concept 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.



Detail of the Offer

1.19 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 STARIN, ABN 91 123 287 007, which holds an Australian Financial Services License no. 457784.

1.20 Units

The offer is to invest in Units in the Trust. The Trustee reserve its right to issue new Unit of different class and price and revise the price of the Ordinary Units from time to time in the interest of the Fund. 1.20.1 Unit Applications

A Unit must be subscribed through the application form attached to this IM. 1.20.2 Minimum Investment

The minimum investment per investor is $50,000*. *Accredited, wholesale, professional investor or similar investors. 1.20.3 Partly Paid Units

Trustee may issue partly paid Units. 1.20.4 Proceeds

The capital raised from this offer will be used to design, construct and operate the premium serviced apartment building at Macquarie Park.

1.21 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 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 from debt finance under circumstances.

1.22 Compliance Policy

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

1.23 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.

1.24 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.

1.25 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. 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. Similar to any other investment, returns are not guaranteed and the Investor may suffer capital loss. You may consult your tax advisors in managing your tax when you have received Distribution.

1.26 Registered Managed Investment Scheme

The Fund is currently an unregistered managed investment 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.

Investors 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.

1.27 Individual Investors

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

1.28 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.

1.29 Financial Institutions – Australian

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

1.30 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 in Australia and risks due to exchange rates in the currency. The Fund will receive investment in Australian $ and make distribution and return of investment when exiting in Australian $.

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 STARIN Macquarie Business Centre Unit Trust Grosvenor Place, Level 32, 225 George 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: STARIN Ltd AS TRUSTEE FOR MACQUARIE BUSINESS CENTRE 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.

Risks

1.31 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.

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 before making a decision about investing or reinvesting in the Fund.



1.32 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 for the serviced apartments, 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 may vary leading to and may also 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. Selling commercial properties generally takes up to six months and may take longer in a market downturn.

1.33 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.

1.34 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.

1.35 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.

1.36 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 conditions that impact liquidity are:

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.

1.37 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.

1.38 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. 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.

1.39 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.

1.40 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.

1.41 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.

1.42 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.

1.43 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.

1.44 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.

1.45 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.

1.46 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.



1.47 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.

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 STARIN related companies. STARIN 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. 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 STARIN 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 STARIN

STARIN 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 STARIN by emailing STARIN at [email protected] or contacting STARIN 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.

STARIN’s privacy policy.

Are there any other benefits to STARIN?

The Fund receives or may receive services from STARIN 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 STARIN or parties related to STARIN 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 STARIN. Each officer of STARIN 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 STARIN at its regular board meetings. Interests of the directors of the Trustee

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



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.

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.

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.



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 of

Ordinary Unit

means the redemption price of the 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.



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. A Unit may be of different class, price and rights assigned

to it, i.e., such as Units, Preferential Units or other as may be issued from

time to time.

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.

Unit Price of Ordinary

Unit

means the 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

price is being calculated belongs at the determination Date, except while

the Fund is not Liquid, in which case it will be as at the time the relevant

offer closes.

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.



Grosvenor Place L32 225 George St. Sydney 2000 NSW Australia

W | www.starin.com.au

E | [email protected]


STARIN Ltd The Trustee for Macquarie Business Centre Unit Trust

ABN 91 123 287 007 AFSL 457784


mailto:[email protected]



Schedule 1: Application for the Units

Application Form



APPLICATION

GENERAL INFORMATION

Please use this Application Form to apply for Units in the Macquarie Business Centre Unit Trust (ABN:

34 567 406 797) (Trust).

STARIN Ltd (ACN 123 287 007) (AFSL 457784) is the Trustee of the Trust.

The Information Memorandum issued by STARIN 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.

SIV & PIV Applicant If you are a nominee under Significant Investor Visa (SIV) program or Premium Investor Visa (PIV), please complete sections 1 OR 2 OR 3 OR 4 and 5.

Other For other types of investors, please contact STARIN 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.



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.

SIV or PIV Applicants

Primary photographic identification document e.g.

current Passport and VISA issued by the Australian Government, and

copy of the driver’s licence issued by the country of origin; and

copy of the VISA or document issued by the Department of Immigration and Border Protection Australia;

Copies of the biographical pages of the current passports or travel documents of all people included in the application (these are the pages with the holder's photo and personal details and the issue/expiry dates); and

If there are any differences in the names or dates of birth of anyone included in your application between birth certificate, passport, the application form, or other supporting documentation: evidence of how the change occurred (for example, deed poll certificate or statutory declaration for minor variations).

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.

Plus, for Signatory Director:

All the ID’s as per requirements for Individual – refer above.



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. 16. if applying from outside Australia under SIV or PIV (follow immigration requirements, seek advice from your

Immigration agent), I. a citizen of your country of residence if no Australian citizen is known to you, and

II. have known you for at least one year, III. not be related to you by birth, marriage or de facto relationship, IV. be easy to contact by telephone during normal working hours.



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 STARIN.

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*_______________________________________________________________________




SECTION 2 – Trusts If you are a trust, but not established in Australia, please contact STARIN regarding the information needed 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 STARIN regarding the additional information needed 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 ____________________________________________________



SECTION 3 – Companies

If you are a company, but not incorporated in Australia, please contact STARIN regarding the information needed 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 STARIN.

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 _______________________________________________________________



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





SHAREHOLDER 3





SECTION 4 – Partnerships

If you are a partnership, but not established in Australia, please contact STARIN regarding the information needed 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 __________________________________



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.



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]. Note: The Trust may accept lower initial investment amounts, please contact STARIN. If the investment amount is less than $500,000 you will need to provide STARIN with evidence that you are a wholesale investor for the purposes of the Corporations Act. You must provide STARIN 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.

Unit Type

Numbers Amount ($)

Ordinary Units

Preferential Units 2

Total

5.3 PAYMENT METHOD ( the applicable box)

Electronic Funds Transfer

Account Name:

Bank:

BSB:

Account Number:



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



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 STARIN

immediately if there is any change to such details;

(b) if I/we provided my/our email address, I/we agree that STARIN 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

STARIN 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 STARIN 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 STARIN

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 STARIN 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 accepted that legal jurisdiction for the Trust is New South Wales Australia;

(h) I/we acknowledge that STARIN 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 STARIN, 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 STARIN;

(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 STARIN for the purposes of the US Foreign Account Tax Compliance

Act (“FATCA”)), I/we will promptly notify STARIN and provide STARIN on request with any

information which is necessary or desirable for STARIN 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.



Further, STARIN 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 STARIN in breach of the AML/CTF

Laws;

(b) I/we agree to notify STARIN if I/we are aware of anything that would put STARIN 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 STARIN may require for the purposes of the

AML/CTF Laws;

(h) I/we consent to STARIN , the Custodian or STARIN '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 STARIN '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, STARIN 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 STARIN if it is found liable to a third party in

connection with freezing or blocking my/our account;

(l) I/we agree that STARIN may decide to delay or refuse to accept any application if I/we do not

provide the AML/CTF information requested or STARIN is not satisfied as to my/our identity and

STARIN will not incur any liability to me/us if it does so; and

(m) I/we will notify STARIN 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 STARIN 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 STARIN, the Custodian nor any other entity guarantees the performance of the Trust or

the repayment of capital invested in the Trust.



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)



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 STARIN Macquarie Business Centre Unit Trust Grosvenor Place, Level 32, 225 George Street Sydney, New South Wales 2000 Australia

For any additional queries relating to this Application Form or an investment in the Trust, contact STARIN on:

Tel: +61 2 9252 7827

Email: [email protected]



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Schedule 2: Wholesale Client Certificate

Wholesale Client Certificate



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 STARIN.

B In order for STARIN to offer financial products and provide financial services to the

Client, STARIN needs to be satisfied that the Client is a “wholesale client” for the

purposes of the Corporations Act 2001 (Cth) (“Corporations Act”) and Corporations

Regulations (“Corporations Regulations”).

_____________________________________________________________________________

Date See Signing page




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 STARIN ;

(b) this Certificate is given to STARIN 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 STARIN will be

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

(d) STARIN 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 STARIN, 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 761GA of the Corporations

Act; and

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

provided to STARIN 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.



Please indicate which category/ies of “wholesale client” applies to the Client by crossing the relevant box/es and provide STARIN (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 $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 $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 STARIN 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 STARIN 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 $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 $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 STARIN a qualified accountant’s certificate given within the preceding 2 years stating that the person either has:

net assets of at least $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 $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 $10 million

The Client is a person who has or controls1 gross assets of at least $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 $10 million in the Client’s own account(s) with STARIN , 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 $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 $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 $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 $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 $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 STARIN, 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.



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 (Cth) and the fund, trust or scheme has net assets of at least $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 (Cth).

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

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.




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 (Cth) 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)




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 (Cth).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 STARIN 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 $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 $250,000 a year (which may

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

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

Or

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.



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

Grosvenor Place L32 225 George St. Sydney 2000 NSW Australia

W | www.starin.com.au

E | [email protected]


STARIN Ltd The Trustee for Macquarie Business Centre Unit Trust

ABN 91 123 287 007 AFSL 457784


mailto:[email protected]

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